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under the City's Municipal Code, whose position with the City shall award or influence <br /> the award of this Agreement, or any competing contract or amendment thereof, shall be <br /> employed in any capacity by the Consultant or have any other direct or indirect financial <br /> benefit or interest in this Agreement. <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 of <br /> employee separation except for any Ca1PERS retiree as authorized by City Council <br /> resolution <br /> d. The Consultant must comply with all conflict of interest laws, ordinances,and regulations <br /> now in effect or hereafter to be enacted during the term of this Agreement. The Consultant <br /> warrants that it is not now aware of any facts which conflict with the prohibitions defined <br /> above. If the Consultant hereafter becomes aware of any facts that might reasonably be <br /> expected to create a conflict of interest, it must immediately make full written disclosure <br /> of such facts to the City. Full written disclosure must include, but is not limited to, <br /> identification of all persons implicated and a complete description of all relevant <br /> circumstances. Failure to comply with the provisions of this paragraph will be a material <br /> 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 part) <br /> by City funds stemming from the Agreement where the awarding of the subcontract has <br /> any direct or indirect financial benefit or interest to any individual, as defined in <br /> subsections(b)and(c)above. <br /> 12. NONDISCRIMINATION <br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br /> sexual orientation, gender identity, gender expression, gender, medical conditions, genetic <br /> information, or military and veteran status, age,national origin, ancestry, or disability, as defined and <br /> prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, <br /> termination or other employment related activities or any services provided under this Agreement. <br /> Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br /> 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 the <br /> event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this <br /> Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br /> by the City and by an authorized representative of Consultant. The parties agree that any terms or <br /> conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br /> terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this <br /> Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br /> otherwise, have been made by any party, or anyone acting on behalf of any party, which is not <br /> embodied herein. <br /> Page 4 of 7 <br /> 42131375v4 <br />