Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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or for any amount that may become due to the City or to its successor, or on any obligations under the terms or conditions of this Agreement. 10.9 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months, and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to consecutive business days of the City. 1010 Principles of Interpretation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any part of this Agreement. The parties have both participated substantially in the negotiation, drafting, and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A ward, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The wards "include" and "including" in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to any document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word"or" in this Agreement includes the word "and." 10.11 Governin� The Laws of the State of California shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws principles. The parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City. 10.12 Citv Attorney Fees and Costs. For the purposes of this Agreement, all references to reasonable attorneys' fees and costs in reference to the City are intended to include the salaries, benefits and costs of the City Attorney, as City General Counsel, and the lawyers employed in the Office of the City Attorney who provide legal services regarding the particular matter, pro-rated to an hourly rate, in addition to any fees and costs of outside counsel to the City. 10.13 Unavoidable Delav; Extension of Time of Performance. (a) In addition to the specific provisions of this Agreement, performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war; act of terrorism; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labar, materials or tools; delays of any contractor, subcontractor or supplier; acts of another party; acts or the failure to act of any public or governmental agency or entity (except that acts ar the failure to act of the City shall not excuse performance by the City); or any other causes beyond the control or without the fault of the party claiming an extension of ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 37 of 40 82483.00019\96443 66.16