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5.10 City's Right to Employ Other Consultants. City reserves the right to <br />employ other consultants in connection with this Project. <br />5.11 Successors and Assigns. This Agreement shall be binding on the <br />successors and assigns of the parties. <br />5.12 Assignment 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 />5.13 Construction; References; Captions. Since the Parties or their agents have <br />participated frilly 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 Parry. 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 />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 />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 />5.16 No Third Party Beneficiaries. There are no intended third party <br />beneficiaries of any right or obligation assumed by the Parties. <br />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 />5.18 Prohibited Interests. Consultant maintains and warrants that he 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 he has not <br />paid nor has he 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 his employees or subconsu tants 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 />13 <br />