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Cesar Vargas and Associates <br />Page 15 of 17 <br />3.6.6 Successors and Assigns. This Agreement shall be binding on the <br />successors and assigns of the parties. <br />3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, <br />or transfer, either directly or by operation of law, this Agreement or any interest herein <br />without the prior written consent of the City. Any attempt to do so shall be null and void, <br />and any assignees, hypothecates or transferees shall acquire no right or interest by <br />reason of such attempted assignment, hypothecation or transfer. <br />3.6.8 Construction; References; Captions. Since the Parties or their <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 />