Res 2025-056 approving an amendment to the 2024 Regional Wastewater Treatment Cost Sharing Agreement to add Cottonwood Phase 4, Mulberry Meadows, and Mason Developments to the agreement and to modify certain terms of the original agreement

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EXHIBIT 111" shall have the option to partially terminate this Agreement as to any remaining areas of such defaulting Developer's Tract and District to which the City is not then providing Wastewater Services and the City shall have no further obligations hereunder to the defaulting Developer's Tract and District, except as set forth herein; or (ii) if such default prevents the City from providing continuous and adequate Wastewater Services to Customers within any non-defaulting Developer's Tract and District in accordance with the terms of this Agreement, then the City and/or the non-defaulting Districts may pursue and acquire the easement and/or land conveyance at issue by eminent domain, the reasonable costs of which shall be funded by the non-defaulting Developers, and the City and such non-defaulting Developers shall have the right to recover from the defaulting Developer their actual damages resulting from the Developer's default hereunder. 7. "Major Defaults". Defaults by a Party under Sections 1-6 above shall constitute "Major Defaults" by such defaulting Party and shall afford the non-defaulting Party (ies) the applicable rights and remedies set forth above. In the event of a Major Default by the City, the Developers may, in addition to the other remedies set forth in Sections 14 for such default, terminate, or partially terminate, this Agreement and the Developers shall be refunded the LUE Fees for all LUEs paid for, for which Wastewater Services have not been provided, less any and all costs incurred by the City to provide Wastewater Services to the Customers within the applicable Tracts and the Districts prior to default. Moreover, if the City has a Major Default, it shall not in any way protest or challenge, or cause same to occur, the Developers using the Fleming Farms Discharge Permit, the amended Fleming Farms Discharge Permit, the Discharge Permit, the Highlander Discharge Permit, the Rattler Discharge Permit, or Sedona South's pursuit of its own discharge permit, as may be applicable, to construct wastewater treatment facilities, or other improvements necessary to provide wholesale wastewater treatment service to the Tracts and the Districts pursuant to the terms of a separate agreement(s) among the Developers and/or the Districts. Other defaults that are minor in nature are to be addressed as set forth in Section 8 below. 8. Other Defaults and Remedies. The terms of this Section 8 shall apply to any Party's failure to perform any obligation under this Agreement that is not expressly and specifically addressed above and for which a remedy is not otherwise specified in this Agreement. a. Notice of Default; Opportunity to Cure. If a Party defaults in the performance of any obligation under this Agreement, a non-defaulting Party may give written notice to the other Parties to this Agreement specifying the alleged event of default and extending to the defaulting Party thirty (30) days from the date of the notice in order to cure the default complained of or, if the curative action cannot reasonably be completed Regional Wastewater Services & Facilities Cost Sharing Agreement Res. 2024-78R Page 21 of 47