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3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ other
<br />consultants in connection with this Project.
<br />3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
<br />and assigns of the parties.
<br />3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer,
<br />either directly or by operation of law, this Agreement or any interest herein without the prior written
<br />consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or
<br />transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation
<br />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 term
<br />referencing time, days or period for performance shall be deemed calendar days and not work days.
<br />All references to Consultant include all personnel, employees, agents, and subcontractors of
<br />Consultant, except as otherwise specified in this Agreement. All references to City include its
<br />elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
<br />Agreement. The captions of the various articles and paragraphs are for convenience and ease of
<br />reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
<br />Agreement.
<br />3.5.14 Amendment; Modification. No supplement, modification, or amendment of
<br />this Agreement shall be binding unless executed in writing and signed by both Parties.
<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, privilege,
<br />or service voluntarily given or performed by a Party shall give the other Party any contractual rights
<br />by custom, estoppel, or otherwise.
<br />3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
<br />of any right or obligation assumed by the Parties.
<br />3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid,
<br />illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
<br />shall continue in full force and effect.
<br />3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
<br />employed nor retained any company or person, other than a bona fide employee working solely for
<br />Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
<br />has it agreed to pay any company or person, other than a bona fide employee working solely for
<br />Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
<br />upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or
<br />shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's
<br />Filing Officer as required under state law in the performance of the Services. For breach or violation
<br />of this warranty, City shall have the right to rescind this Agreement without liability. For the term of
<br />RVPUBINGS'S29334 10 (BBK revised July 2, 2001)
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