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3.5.12 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 Contractor include all personnel, employees, agents, and
<br />subContractors of Contractor, except as otherwise specified in this Agreement. All references
<br />to City include its elected officials, officers, employees, agents, and volunteers except as
<br />otherwise specified in this Agreement. The captions of the various articles and paragraphs are
<br />for convenience and ease of reference only, and do not define, limit, augment, or describe the
<br />scope, content, or intent of this Agreement.
<br />3.5.13 Amendment; Modification. No supplement, modification, or amendment of this
<br />Agreement shall be binding unless executed in writing and signed by both Parties.
<br />3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or
<br />breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
<br />service voluntarily given or performed by a Party shall give the other Party any contractual rights
<br />by custom, estoppel, or otherwise.
<br />3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of
<br />any right or obligation assumed by the Parties.
<br />3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal,
<br />or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
<br />continue in full force and effect.
<br />3.5.17 Prohibited Interests. Contractor maintains and warrants that it has not employed
<br />nor retained any company or person, other than a bona fide employee working solely for
<br />Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid
<br />nor has it agreed to pay any company or person, other than a bona fide employee working
<br />solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other considera-
<br />tion contingent upon or resulting from the award or making of this Agreement. For breach or
<br />violation of this warranty, City shall have the right to rescind this Agreement without liability. For
<br />the term of this Agreement, no member, officer or employee of City, during the term of his or her
<br />service with City, shall have any direct interest in this Agreement, or obtain any present or
<br />anticipated material benefit arising therefrom.
<br />3.5.18 Equal Opportunity Employment. Contractor 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
<br />initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
<br />or termination. Contractor shall also comply with all relevant provisions of City's Minority
<br />Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
<br />currently in effect or hereinafter enacted.
<br />3.5.19 Labor Certification. By its signature hereunder, Contractor certifies that it is
<br />aware of the provisions of Section 3700 of the California Labor Code which require every
<br />employer to be insured against liability for Worker's Compensation or to undertake self-
<br />insurance in accordance with the provisions of that Code, and agrees to comply with such
<br />provisions before commencing the performance of the Services.
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