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9.9 Entire Agreement. This Agreement, including all attachments hereto, contains the entire agreement between the parties with regard to the Project and supersedes all prior written and/or oral representations and/or agreements, including, but not limited to, any letter of intent between the parties. 9.10 Attorneys' Fees. If an action is filed by any of the parties hereto to enforce and/or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 9.11 Days. In computing any period of time by days as provided in this Agreement, the date of the act, event or default from which the designated period of time begins to run will not be included. If the date for performance or last day of any time period stated in this Agreement falls on a day that is not a business day, then the due date or the duration of such time period will be extended so that it ends on the next succeeding day that is a business day. A "business day" is a day of the week that is not a Saturday, Sunday, or legal holiday recognized by the banks, United States Postal Service or the Recorder of the County. 9.12 Relationship of the Parties. Nothing in this Agreement is intended to create a partnership or joint venture between the parties or make one party the agent of the other. 9.13 Headings. Any headings or captions used herein are inserted only as a matter of convenience and for reference only and in no way defines limit or describe the scope of this Agreement nor the intent of any of the provisions hereof. 9.14 Context. The words or phrases that are not proper nouns that begin with capital letters are defined terms that have the meanings that are assigned to them in this Agreement. The singular form shall include the plural and vice versa; adverbs such as "herein," "hereto," and "hereunder" shall refer to this Agreement in its entirety and not to any specific section or paragraph; and the terms "include," "including," and similar terms shall be construed as though followed immediately by the phrase "but not limited to". "Recorded" means to be recorded in the Official Records of the County of San Mateo. Unless specified to the contrary, any reference to a section or paragraph shall be to a section or paragraph of this Agreement. All Attachments referred to in this Agreement are attached to it and incorporated herein and made a part of this Agreement by this reference. 9.15 Counterparts. This Agreement may be signed by the parties in different counterparts, and the signature pages combined shall create a document binding on all parties. 9.16 City pprovals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise. 9.17 Modifications; Amendments. The YMCA -SV and City agree to mutually consider reasonable requests for amendments to this Agreement that may be made by any of the parties hereto, subtenants of YMCA -SV, lending institutions or bond counsel or financial consultants to YMCA -SV or the City, provided such requests are generally consistent with this Agreement and would not materially alter the basic business terms included herein. Any waiver, alteration, change, modification or amendment of or to this Agreement, in order to become 82483.00016\32444940. 5 17