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<br /> 1 12.19 Integrated Contract. This Agreement represents the full and complete <br /> 2 understanding of every kind or nature whatsoever between the parties hereto, and all <br /> 3 preliminary negotiations and agreements of whatsoever kind or nature are merged <br /> 4 herein. No verbal agreement or implied covenant shall be held to vary the provisions <br /> 5 hereof. Any modification of this Agreement will be effective only by written agreement <br /> 6 signed by both Agency and Contractor. <br /> 7 <br /> 8 12.20 Inserted Provisions. Each provision and clause required by law to be <br /> 9 inserted into the Agreement shall be deemed to be enacted herein, and the Agreement <br /> 10 shall be read and enforced as though each were included herein. If through mistake or <br /> 11 otherwise, any such provision is not inserted or is not correctly inserted, the Agreement <br /> 12 shall be amended to make such insertion on application by either party. <br /> 13 <br /> 14 12.21 Execution; Effective Date. This Agreement shall be executed in duplicate <br /> 15 original counterparts by the parties. Irrespective of the date this Agreement is so <br /> 16 executed, the effective date hereof shall be, and is March 1, 2000. <br /> 17 <br /> 18 12.22 Non-Discrimination. Consistent with Agency's policy that harassment <br /> 19 and discrimination are unacceptable employer-employee conduct, Contractor agrees <br /> 20 that harassment or discrimination directed toward a job applicant, an Agency <br /> 21 employee, or a citizen by Contractor or Contractor's employee on the basis of race, <br /> 22 religious creed, color, national origin, ancestry, handicap, mental or physical disability, <br /> 23 Acquired Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC), cancer- <br /> 24 related medical condition, refusal of family care leave, marital status, denial of <br /> 25 pregnancy disability leave, veteran status, age, sex, sexual orientation or sexual <br /> 26 preference will not be tolerated. Contractor agrees that any and all violations of this <br /> 27 provision shall constitute a material breach of this Agreement. <br /> 28 <br /> 29 12.23 Dispute Resolution. Disputes arising under this Agreement may be <br /> 30 resolved by means of mediation. If the parties cannot agree on a mediator the Superior <br /> 31 Court of San Mateo County shall appoint a mediator. <br /> 32 <br /> 33 <br /> 34 ARTICLE 13 <br /> 35 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR <br /> 36 <br /> 37 Contractor represents and warrants as follows: <br /> 38 <br /> 39 13.01 Corporate Status. Contractor is a corporation duly organized, validly <br /> 40 existing and in good standing under the laws of the State of Delaware authorized to do <br /> 41 business in California. It has the corporate power to own its properties and to carryon <br /> 42 its business as now owned and operated and as required by this Agreement. <br /> 43 <br /> Atty j Agrj2005.022 <br /> 060205 -69- <br />