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construction that any ambiguities are to be resolved against the drafting party will not be
<br /> employed in interpreting this Agreement or any exhibits hereto. This Agreement may be
<br /> executed in any number of counterparts, each of which shall be deemed an original and
<br /> all of which will together constitute the same instrument.
<br /> Section 11.13 Time. Time is of the essence of this Agreement. Except for time periods
<br /> expressed in business days herein, in computing the number of days for purposes of this
<br /> Agreement, all days will be counted, including Saturdays, Sundays, and legal holidays;
<br /> however, if the final day of any time period falls on a Saturday, Sunday, or legal holiday,
<br /> then the final day will be deemed to be the next day that is not a Saturday, Sunday, or
<br /> legal holiday.
<br /> Section 11.14Authority for Execution. The City certifies, represents, and warrants that
<br /> the execution of this Agreement is duly authorized, and that this Agreement is adopted
<br /> in conformity with its charter and City ordinances. Each Owner and Developer hereby
<br /> certifies,represents,and warrants that the execution of this Agreement is duly authorized
<br /> and adopted in conformity with its limited liability company agreement.
<br /> Section 11.15 Authority of Owners. Any act of, and Notice and signature from, HK
<br /> Baugh Ranch, HK Riley's Pointe or Developer with respect to this Agreement shall bind
<br /> each Owner, including Benchmark, and Developer with the same force and effect as if
<br /> each had so acted or given Notice or signed.
<br /> Section 11.16Force Majeure. Each Party shall use good faith, due diligence, and
<br /> reasonable care in the performance of its respective obligations under this Agreement;
<br /> however, in the event a Party is unable, due to force majeure, to perform its obligations
<br /> under this Agreement, then the obligations affected by the force majeure shall be
<br /> temporarily suspended. Within five (5) days after the occurrence of a force majeure, the
<br /> Party claiming the right to temporarily suspend its performance shall give notice to all
<br /> the Parties, including a detailed explanation of the force majeure and a description of the
<br /> action that will be taken to remedy the force majeure and resume full performance at the
<br /> earliest possible time. The term "force majeure" means events or circumstances that are
<br /> not within the reasonable control of the Party whose performance is suspended and that
<br /> could not have been avoided by such Party with the exercise of good faith, due diligence
<br /> and reasonable care, including, without limitation, acts of God or the public enemy,war,
<br /> terrorism, criminal activity, riot, civil commotion, insurrection, government or de facto
<br /> governmental action or failure to act(unless caused by the intentionally wrongful acts or
<br /> omissions of the Party), fires, explosions, floods, hurricanes, adverse weather, materials
<br /> or labor shortages, strikes, slowdowns, work stoppages, or epidemics or pandemics.
<br /> Section 11.17Effect of Development Agreement. This Agreement, including all
<br /> development standards, approvals, consents, and plans, shall remain in effect for the
<br /> term of this Agreement regardless of whether all or any portion of the Property is
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