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EXHIBIT 2 <br /> 0 CITY OF SANTA ANA <br /> 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION <br /> Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other <br /> unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City <br /> shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work <br /> actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, <br /> kickback or other unlawful consideration. <br /> 16. NON-DISCRIMINATION <br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br /> orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and <br /> veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br /> recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities <br /> or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall <br /> comply with all applicable federal, state and local laws and regulations. <br /> 17. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and Consultant, and <br /> supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between <br /> the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement <br /> may not be modified except by written instrument signed by the City and by an authorized representative of <br /> Consultant. The 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 Consultant or the City. <br /> Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally <br /> or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. <br /> 18. SUBCONTRACTING <br /> a. Nothing contained in this Agreement or otherwise, shall create any contractual relation between City <br /> and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and <br /> obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions <br /> of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for <br /> the acts and omissions of persons directly employed by Consultant. Consultant's obligation to pay its <br /> subconsultant(s) is an independent obligation from City's obligation to make payments to the <br /> Consultant. <br /> b. Consultant shall perform the work contemplated with resources available within its own organization <br /> and no portion of the work pertinent to this Agreement shall be subcontracted without written <br /> authorization by City, except that which is expressly identified in the approved Cost Proposal. <br /> c. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment <br /> made to Consultant by City. <br /> d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in <br /> this Agreement to be applicable to subconsultants. <br /> e. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the <br /> subconsultant(s). <br /> 19. EQUIPMENT PURCHASE <br />