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<br />appointed City Official, including appointed board and commission members, as
<br />defined under the City’s Municipal Code, whose position with the Contractor shall
<br />award or influence the award of this Agreement, or any competing contract or
<br />amendment thereof, shall be employed in any capacity by the Subcontractor or have
<br />any other direct or indirect financial benefit or interest in this Agreement.
<br />
<br />c. The section also prohibits the awarding of any agreement, contract, grant, or any
<br />amendment to those awards, to any former full-time employee for one-year from date
<br />of employee separation except for any CalPERS retiree as authorized by City Council
<br />resolution
<br />
<br />d. The Subcontractor must comply with all conflict of interest laws, ordinances, and
<br />regulations now in effect or hereafter to be enacted during the term of this Agreement.
<br />The Subcontractor warrants that it is not now aware of any facts which conflict with
<br />the prohibitions defined above. If the Subcontractor hereafter becomes aware of any
<br />facts that might reasonably be expected to create a conflict of interest, it must
<br />immediately make full written disclosure of such facts to the Contractor. Full written
<br />disclosure must include, but is not limited to, identification of all persons implicated
<br />and a complete description of all relevant circumstances. Failure to comply with the
<br />provisions of this paragraph will be a material breach of this Agreement.
<br />
<br />e. Subcontractor covenants that none of its directors, officers, employees, or agents shall
<br />participate in selecting or administrating any subcontract supported (in whole or in part)
<br />by Contractor funds stemming from the Agreement where the awarding of the
<br />subcontract has any direct or indirect financial benefit or interest to any individual, as
<br />defined in subsections (b) and (c) above.
<br />.
<br />12. NON-DISCRIMINATION
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<br /> Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, o r disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Subcontractor affirms that it is an equal opportunity employer and shall comply with
<br />all applicable federal, state and local laws and regulations.
<br />
<br />13. EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exclusive statement between the Contractor
<br />and Subcontractor, and supersedes any and all other agreements, oral or written, between the
<br />Parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,
<br />the terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the Contractor and by an authorized representative of Subcontractor. The
<br />Parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />EXHIBIT 2
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