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statutory liability, or any other cause of action, and shall include each party's officials, officers, <br />employees, agents, consultants and contractors, as well as Consultant's affiliated corporations. <br />The parties will use their best efforts to resolve amicably any dispute, including use alternative <br />dispute resolution options. <br />3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the <br />parties with respect to the subject matter hereof, and supersedes all prior negotiations, <br />understandings or agreements. This Agreement may only be modified by a writing signed by <br />both parties. <br />3.5.8 Governing Law. This Agreement shall be governed by the laws of the <br />State of California. Venue shall be in San Bernardino County. <br />3.5.9 Time of Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ <br />other consultants in connection with this Project. <br />3.5.11 Successors and Assigns. This Agreement shall be binding on the <br />successors and assigns of the parties. <br />3.5.12 AssiW_nment or Transfer. Consultant shall not assign, hypothecate, or <br />transfer, either directly or by operation of law, this Agreement or any interest herein without the <br />prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, <br />hypothecates or transferees shall acquire no right or interest by reason of such attempted <br />assignment, hypothecation or transfer. <br />3.5.13 Construction; References; Captions. Since the Parties or their agents have <br />participated fully in the preparation of this Agreement, the language of this Agreement shall be <br />construed simply, according to its fair meaning, and not strictly for or against any Party. Any <br />term referencing time, days or period for performance shall be deemed calendar days and not <br />work days. All references to Consultant include all personnel, employees, agents, and <br />subcontractors of Consultant, except as otherwise specified in this Agreement. All references to <br />City include its elected officials, officers, employees, and agents except as otherwise specified in <br />this Agreement. The captions of the various articles and paragraphs are for convenience and <br />ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent <br />of this Agreement. <br />3.5.14 Amendment; Modification. No supplement, modification, or amendment <br />of this Agreement shall be binding unless executed in writing and signed by both Parties. City <br />may make or approve changes within the general Scope of Services in this Agreement. If such <br />changes affect Consultants cost of or time required for performance of the services, an equitable <br />adjustment will be made through an amendment to this Agreement. <br />3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other <br />default or breach, whether of the same or other covenant or condition. No waiver, benefit, <br />ORANGE\(jPP\13729 I <br />10 <br />