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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, agents, and volunteers except as otherwise
<br />specified in this Agreement. The captions of the various articles and paragraphs are for
<br />convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
<br />content, or intent 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.
<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 />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 />3.5.16 No Third Party Beneficiaries. There are no intended third party
<br />beneficiaries of any right or obligation assumed by the Parties.
<br />3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
<br />invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
<br />provisions 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
<br />for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
<br />paid nor has it agreed to pay any company or person, other than a bona fide employee working
<br />solely for 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
<br />Agreement, or obtain any present or anticipated material benefit arising therefrom.
<br />3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
<br />opportunity employer and it shall not discriminate against any subcontractor, employee or
<br />applicant for employment because of race, religion, color, national origin, handicap, ancestry,
<br />sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
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