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12.10 Agreement Construction. In this Agreement, (a) all headings, section titles, and section subtitles are <br /> inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any <br /> clause contained in this Agreement; (b) all references to sections, paragraphs, exhibits, attachments, supplements, <br /> and schedules will, unless otherwise specifically provided, refer to sections and paragraphs of this Agreement and <br /> exhibits, attachments, supplements, and schedules attached to this Agreement; (c) all references to this <br /> Agreement are references to this Agreement, as may be amended from time to time in accordance with this <br /> Agreement's express terms; (d) all references to any applicable law are references to such applicable law as <br /> amended or as may be in effect as of any relevant time and includes all rules and regulations implemented under <br /> such applicable law; (e) all exhibits, attachments, supplements, and schedules identified in this Agreement are <br /> incorporated into this Agreement by reference and are made part of this Agreement; provided that neither the <br /> Purchase Agreement nor any Order is incorporated into this Agreement; (f) words that import the singular <br /> connotation will be interpreted as plural, and words that import the plural connotation will be interpreted as <br /> singular, as the identity of the referenced Parties, persons, entities, or objects may require; (g) the word <br /> "including" and its variations are used illustratively and not in limitation, unless the context specifically requires <br /> otherwise; (i) the Parties have participated jointly in negotiating and drafting this Agreement; and (j) if any <br /> ambiguity, intent question, or interpretation question arises under this Agreement, then this Agreement will be <br /> construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or <br /> disfavoring any Party because of any alleged authorship of this Agreement and /or any provision of this Agreement. <br /> 12.11 Integration. The terms and conditions contained in this Agreement supersede all prior or <br /> contemporaneous oral or written understandings between the Parties, and constitute the entire agreement <br /> between the Parties concerning the subject matter of this Agreement. The Parties do not have any <br /> understandings, agreements, or representations, express or implied, relating to this subject matter of this <br /> Agreement that are not expressly contained in this Agreement. <br /> 12.12 Attorney's Fees. If any proceeding is brought by a party to enforce or interpret any term or <br /> provision of this Agreement the substantially prevailing party in such proceeding will be entitled to recover, in <br /> addition to all other relief as set forth in this Agreement, that party's reasonable attorney's fees and experts fees <br /> and expenses <br /> Intending to be legally bound hereby, the Parties have caused this Maintenance Agreement to be signed <br /> by their duly authorized representatives as of the Effective Date. <br /> Astound: <br /> City: <br /> Astound Bro. • • . d, LC City of Redwood City, California <br /> By: _ By: <br /> Name Pi � .� Name Printed: <br /> Title: - Vi t • Title: <br /> Attest. la - <br /> Silvia ' .erinden, City Clerk <br /> Page 9 of 10 <br /> ATTY /AGR 2011.052 Astound <br /> 52711 <br />