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contain a provision making them subject to all provisions stipulated in this Agreement
<br />3.7.12 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
<br />days. All references to Consultant include all personnel, employees, agents, and subconsultants
<br />of 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
<br />of reference only, and do not define, limit, augment, or describe the scope, content, or intent of
<br />this Agreement.
<br />3.7.13 Amendment; Modification. No supplement, modification, or amendment of
<br />this Agreement shall be binding unless executed in writing and signed by both Parties.
<br />3.7.14 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 />privilege, or service voluntarily given or performed by a Party shall give the other Party any
<br />contractual rights by custom, estoppel, or otherwise.
<br />3.7.15 No Third -Party Beneficiaries. There are no intended third party
<br />beneficiaries of any right or obligation assumed by the Parties.
<br />3.7.16 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 />3.7.17 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
<br />for Consultant, to solicit or secure this Agreement. 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
<br />contingent upon or resulting from the award or making of this Agreement. Consultant further
<br />agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
<br />Interest with the City's Filing Officer as required under state law in the performance of the
<br />Services. For breach or violation of this warranty, City shall have the right to rescind this
<br />Agreement without liability. For the term of this Agreement, no member, officer or employee of
<br />City, during the term of his or her service with City, shall have any direct interest in this Agreement,
<br />or obtain any present or anticipated material benefit arising therefrom.
<br />3.7.18 Authority to Enter Agreement. Consultant has all requisite power and
<br />authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
<br />warrants that the individuals who have signed this Agreement have the legal power, right, and
<br />authority to make this Agreement and bind each respective Party.
<br />3.7.19 Counterparts. This Agreement may be signed in counterparts, each of
<br />which shall constitute an original.
<br />-15- PROFESSIONAL SERVICES AGREEMENT
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