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" 18. Waiver. Failure to enforce or the waiver of any provision of this Agreement or any breach or nonperformance by either Party shall not be deemed a waiver by the other Party of the right in the future to demand strict compliance and performance of any provision of this Agreement. No officer or agent of the City is authorized to waive or modify any provision of this Agreement. No modifications to or recession of this Agreement may be made except by a written document signed by the Parties' authorized representatives. 19. Exhibits, Headings, Construction, and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The various article, section, and paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate,words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice versa. As used in this Agreement, the term "including" means "including without limitation' and the term "days" means calendar days, not business days. The Parties acknowledge that each of them has been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. 20. Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays, and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday, or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday, or legal holiday. 21. Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement has been duly authorized and adopted in conformity with applicable law and City ordinances. The Developers each hereby certify, represent, and warrant that the execution of this Agreement has been duly authorized and adopted in conformity with the constituent documents of each person or entity executing on its behalf. 22. Force Majeure. If, by reason of force majeure, any Party is rendered unable, in whole or in part,to carry out its obligations under this Agreement,the Party whose performance is so affected must give notice and the full particulars of such force majeure to the other Parties within a reasonable time after the occurrence of the event or cause relied upon, and the obligation of the Party giving such notice,will, Regional Wastewater Services & Facilities Cost Sharing Agreement Res. 2024-78R Page 27 of 47