Res 2025-008 approving a settlement agreement with Qualico Developments (U.S.), Inc., and an associated out-of-city utility extension request (OCU-25-01), enabling the City to provide water and wastewater service

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Article V. Default; Reservation of Rights; Attorney's Fees; Waiver 5.01. Default. Notwithstanding anything herein to the contrary,no Party shall be deemed to be in default hereunder until the passage of ten(10)business days after receipt by such Party of notice of default from the other Party ("Cure Period"). Upon the passage of the Cure Period without cure of the default, such Party shall be deemed to have defaulted for purposes of this Agreement; provided that,if the nature of the default is such that it cannot reasonably be cured within the Cure Period,the Party receiving the notice of default may during such Cure Period give the other Party written notice that it has commenced cure within the Cure Period and will diligently and continuously prosecute the cure to completion as reasonably soon as possible, and such written notice together with diligent and continuous prosecution of the cure shall extend the Cure Period for up to an additional thirty (30) calendar days so long as the cure is being diligently and continuously pursued during such time; and provided further that,if the cure cannot be reasonably accomplished within the additional thirty (30) calendar day period but the applicable facts, circumstances and progress establish that a cure will be obtained within a reasonable period of time following the expiration of the thirty (30) calendar day period, the time for cure will be extended for an additional period of time as mutually agreed by the Parties (such agreement not to be unreasonably withheld); provided, further, that if a default is not cured within the applicable Cure Period, or, as applicable, written notice having been given and cure being commenced and diligently and continuously prosecuted, within the additional thirty (30) calendar days after the giving of the written notice, or, as otherwise applicable, within the time mutually agreed by the Parties due to the defaulting Parry not being able to obtain a cure within the additional thirty (30) calendar days after the defaulting Party gives written notice that it is commencing cure, then the non-defaulting Party may pursue the remedies set forth in this Agreement. 5.02. Default and Termination. If the either Party defaults in the performance of a duty or obligation of the defaulting Party provided in this Agreement, and such default is not timely cured after notice and expiration of the Cure Period, the non-defaulting Party may seek to specifically enforce the obligations of the defaulting Party under this Agreement or seek other available remedy at law or equity. 5.03. Reservation of Rights; Limited Immunity Waiver. (a) Each Party reserves all rights,privileges,and immunities under applicable laws,and neither Parry waives any legal right or defense available under law or in equity. Nothing in this Agreement shall be deemed to waive,modify or amend any legal defense available at law or in equity to either the City or its officers and employees, and neither the City, nor its officers and employees waive, modify or alter to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas. SETTLEMENT AGREEMENT PAGE 4