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Cesar Vargas and Associates
<br />Page 14 of 16
<br />agents have participated fully in the preparation of this Agreement, the language of this
<br />Agreement shall be construed simply, according to its fair meaning, and not strictly for
<br />or against any Party. Any term referencing time, days or period for performance shall
<br />be deemed calendar days and not work days. All references to Consultant include all
<br />personnel, employees, agents, and subcontractors of Consultant, except as otherwise
<br />specified in this Agreement. All references to City include its elected officials, officers,
<br />employees, agents, and volunteers except as otherwise specified in this Agreement.
<br />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
<br />intent of this Agreement.
<br />3.6.9 Amendment: Modification. No supplement, modification, or
<br />amendment of this Agreement shall be binding unless executed in writing and signed by
<br />both Parties.
<br />3.6.10 Waiver. No waiver of any default shall constitute a waiver of any
<br />other default or breach, whether of the same or other covenant or condition. No waiver,
<br />benefit, privilege, or service voluntarily given or performed by a Party shall give the
<br />other Party any contractual rights by custom, estoppel, or otherwise.
<br />3.6.11 No Third Party Beneficiaries. Except to the extent expressly
<br />provided for in Section 3.6.7, there are no intended third party beneficiaries of any right
<br />or obligation assumed by the Parties.
<br />3.6.12 Invalidity: Severability. If any portion of this Agreement is declared
<br />invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
<br />remaining provisions shall continue in full force and effect.
<br />3.6.13 Prohibited Interests. Consultant maintains and warrants that it has
<br />not employed nor retained any company or person, other than a bona fide employee
<br />working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
<br />warrants that it has not paid nor has it agreed to pay any company or person, other than
<br />a bona fide employee working solely for Consultant, any fee, commission, percentage,
<br />brokerage fee, gift or other consideration contingent upon or resulting from the award or
<br />making of this Agreement. Consultant further agrees to file, or shall cause its
<br />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
<br />breach or violation of this warranty, City shall have the right to rescind this Agreement
<br />without liability. For the term of this Agreement, no member, officer or employee of City,
<br />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 />3.6.14 Cooperation: Further Acts. The Parties shall fully cooperate with
<br />one another, and shall take any additional acts or sign any additional documents as
<br />may be necessary, appropriate or convenient to attain the purposes of this Agreement.
<br />25M -16
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