18. Modification. The Contract Documents shall not be modified in any
manner except by a writing signed by both City and Seller provided that the City at any
time by written order and without notice may make changes within the general scope of this
Contract. If any such changes cause an increase or decrease in the cost of or the time
required for performance hereunder, an equitable adjustment shall be made by written
modification to the Contract. Any claim by the Seller for adjustment under this clause
noust be asserted within thirty (30) days from the date of receipt by the Seller of the
notification of change.
19. Assignment. Seller shall not delegate or subcontract any duties or assign
any rights or claims under the Contract Documents without City's prior written consent.
20. Severability. If any term or provision of the Contract Documents shall, to
any extent, be held invalid or unenforceable, the remainder of the Contract Documents
shall not be affected.
21, Waivers. A waiver or breach of a covenant or provision in the Contract
Documents shall not be deemed a waiver of any other covenant or provision in the
Contract Documents and no waiver shall be valid unless in writing and executed by the
waiving party. An extension of time for performance of any obligation or act shall not be
deemed an extension of the time for performance of any other obligation or act.
22. Construction. The section headings and captions of this Contract are, and
the arrangement of this instrument is, for the sole convenience of the parties to this
Contract. The section headings, captions, and arrangement of this instrument do not in any
way affect, limit, amplify, or modify the terms and provisions of this Contract. The
singular form shall include plural, and vice versa. Unless otherwise indicated, all
references to sections are to this Contract. All exhibits referred to in this Contract are
attached hereto and incorporated herein by this reference.
23. Drafting. City and Seller acknowledge and agree that the Contract
Documents have been negotiated at arm's length, that each party has been represented by
independent counsel and/or has had an opportunity to consult with and be represented by
independent counsel, that the Contract Documents are deemed to be drafted by both
parties, that no one party shall be construed as the drafter of the Contract Documents, and
that any rule of construction that ambiguities are to be construed against the drafter shall
not apply in the interpretation or construction of the Contract Documents.
24. Counterparts. This Contract may be executed in one or more counterparts.
Each shall be deemed an original and all, taken together, shall constitute one and the same
instrument.
25. Time of the Essence. Seller and City hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition, obligation,
and provision hereof, particularly, and without limitation of factors contributing to the need
for timely compliance of the Contract Documents.
