SUMMERHILL (ANDARES) MAINTENANCE WATER METERS

13. Ham. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions contained in this Agreement. 14. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 15. Entire Agreement; Amendment. The terms and conditions of this Agreement constitute the entire agreement between City and Developer with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended, or modified without the written consent of both Parties. The City Manager of City or his/her designee shall have the authority on behalf of City to approve and enter into amendments and modifications of this Agreement that do not commit City to additional financial liability or risks, as reasonably determined by the City Manager. 16. Authori . Each Party executing this Agreement on behalf of a Party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such Party is a partnership, corporation, or trustee, that such partnership, corporation, or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 17. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 18. Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts and sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. Except as may be expressly set forth to the contrary in this Agreement, whenever a Party's approval is required with respect to this Agreement, that approval shall not be unreasonably withheld, conditioned, or delayed. 19. Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against either Party. 20. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise. 21. No Conveyance of Interest in Real Property, No Recordation. This Agreement sets forth personal obligations of Developer (and its successors and assigns as set forth in Section 11) and City and is not intended to convey any interest in real property. This Agreement shall not be recorded. 22. Dispute Resolution. If a question arises regarding interpretation of this Agreement or its performance, or the alleged failure of a Party to perform, the Party raising the question or making the allegation shall give written notice thereof to the other Party. The Parties MAINTENANCE AGREEMENT --WATER METERS -6-