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12.9 Conflicts of Interest. The Contractor or its employees may be subject to the <br />provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such <br />persons to disclose any financial interest that may foreseeably be materially affected by the work <br />performed under this Agreement; and (2) prohibits such persons from making, or participating in <br />making, decisions that will foreseeably financially affect such interest. If subject to the Act, <br />Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material <br />breach and is grounds for immediate termination of this Agreement by City. Contractor shall <br />indemnity and hold harmless City for any and claims for damages resulting from Contractor's <br />violation of this Section. <br />12.10 Understandings and Agreements. This Agreement and the Exhibits hereto, <br />constitutes all of the understandings and agreements of whatever nature or kind existing between <br />the parties with respect to Contractor's management and operation of the Facility. No agreement, <br />statement or promises made by either Contractor or City which is not contained herein, shall be <br />valid or binding. No prior agreement, understanding or representation pertaining to any such <br />matter shall be effective for any purpose. <br />12.11 Interpretation. Each Party acknowledges that he/she/it has had the benefit of <br />advice of competent legal counsel with respect to its decision to enter into this Agreement. The <br />provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be <br />construed as prepared by both Parties. <br />12.12 Headings. The Article, Section and Subsection headings contained in this <br />Agreement are for convenience and reference only and are not intended to define, limit, or describe <br />the scope or intent of any provision of this Agreement. <br />12.13 Consents. Each party agrees that it will not unreasonably withhold any consent or <br />approval requested by the other party pursuant to the terms of the Agreement, and that any such <br />consent or approval shall not be unreasonably delayed or qualified. Similarly, each party agrees <br />that any provision of this Agreement which permits such party to make requests of the other party <br />shall not be construed to permit the making of unreasonable requests. <br />12.14 Survival of Covenants. Any covenant, term, or provision of this Agreement which <br />in order to be effective must survive the termination of this Agreement shall survive any such <br />termination. <br />12.15 Third Parties. None of the obligations under this Agreement of either party shall <br />run to or be enforceable by any party other than the party to this Agreement or by a party deriving <br />rights under this Agreement as a result of an assignment permitted pursuant to the terms of this <br />Agreement. <br />12.16 Waivers. No failure by Contractor or City to insist upon the strict performance of <br />any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy <br />consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any <br />subsequent breach of the same covenant, agreement, term or condition. No covenant, agreement, <br />term or condition of this Agreement and no breach of this Agreement shall be waived, altered, or <br />