Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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9.4 Inspection of Books and Records. The City has the right, upon not less than seventy-two (72) hours' notice, at all reasonable times, to inspect the books and records of the YMCA -SV pertaining to the Project Site or Phase 2 Improvements as pertinent to the purposes of this Agreement. The, YMCA -SV also has the right, upon not less than Seventy -Two (72) hours' notice, at all reasonable times, to inspect the books and records of the City pertaining to the Project Site or Phase 1 Improvements as pertinent to the purposes of this Agreement. 9.5 Time is of the Essence. Time is of the essence in the performance of this Agreement. 9.6 No Assignment. Neither of the Parties shall not assign its rights under this Agreement. Any assignment in violation of this provision shall be null and void, and shall constitute a default hereunder. 9.7 Waiver. A waiver by one Party of the performance of any covenant, condition or promise of the other Party shall not invalidate this Agreement, nor shall it be considered to be a waiver by such Party of any other covenant, condition or promise contained herein. The waiver of either or both Parties of the time for performing any act shall not be construed as a waiver of any other act required to be performed at a later date. 9.8 Notices. All notices that are given pursuant to this Agreement shall be in writing. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card. Notices delivered by the United States Express Mail, Federal Express, Airborne Express or another overnight courier that provides next business day delivery (the "Express Courier") shall be deemed given on the next business day after deposit of the same with the Express Courier. If any notice is transmitted by facsimile (fax) transmission or similar means, the same shall be deemed received or delivered upon the transmission thereof, provided a copy is also given via personal delivery or deposited with the Express Courier by no later than the next business day after such facsimile transmission. If notice is given or received on a Saturday, Sunday or legal holiday, or on a business day after 5:00 P.M., it shall be deemed given or received on the next business day. For purposes of notice, the addresses of the Parties are as follows, which may be changed by five (5) days prior written notice: If to City: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: Melissa Stevenson Diaz, City Manager Tel: (650) 780-7301 With a copy to City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: Chris Beth, Parks, Recreation & Community Services Director Tel: (650) 780-7253 and ATN/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 15 of 108