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EXHIBIT 2
<br /> conflict with the prohibitions defined above. if the Consultant hereafter becomes i
<br /> aware of any facts that might reasonably be expected to create a conflict of interest, it
<br /> must immediately make full written disclosure of such facts to the City. 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 /> e. Consultant covenants that none of its directors, officers, employees, or agents shall
<br /> participate in selecting or administrating any subcontract supported (in whole or in
<br /> part) by City 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 /> 12. NON-DISCRIMINATION
<br /> Consultant '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 vetdran status, age, national origin, ancestry, or 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
<br /> this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
<br /> with all applicable federal, state and local laws and regulations.
<br /> 13. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Consultant, and supersedes any and all other agreements, oral or written,between the parties. In
<br /> the event of a'conflict between the terms of this Agreement and any attachments hereto, the
<br /> terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br /> instrument signed by the City and by an authorized representative of Consultant. The parties
<br /> agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br /> with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or
<br /> the City. Each party to this Agreement acknowledges that no representations, inducements,
<br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br /> behalf of any party, which is not embodied herein,
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br /> Consultant may not assign, transfer, delegate,or subcontract any interest herein without the prior
<br /> written consent of the City and any such assignment, transfer, delegation or subcontract without
<br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br /> shall be construed to limit the City's ability to have any of the services which are the subject to
<br /> this Agreement performed by City personnel or by other Consultants retained by City. i
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