| 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 />       			d.  The  Consultant 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 Consultant warrants that it is not now aware of any facts which conflict with the
<br />    				prohibitions defined above. If the Consultant hereafter becomes aware of any facts that
<br />    				might reasonably be expected to create a conflict of interest, it must immediately make
<br />    				full written disclosure of such facts to the City. Full written disclosure must include,
<br />    				but is not limited to, identification of all persons implicated and a complete description
<br />    				of all relevant circumstances. Failure to comply with the provisions of this paragraph
<br />    				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 part)
<br />    				by City funds stemming from the Agreement where the awarding of the subcontract
<br />    				has any direct or indirect financial benefit or interest to any individual, as defined in
<br />    				subsections (b) and(c) above.
<br />    		12.      NON-DISCRIMINATION
<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
<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. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br />    		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 terms
<br />    		of this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />    		signed by the City and by an authorized representative of Consultant.  The parties agree that any
<br />    		terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />    		addition to,the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
<br />    		party  to  this  Agreement  acknowledges  that  no  representations,  inducements,  promises  or
<br />    		agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />    		party, which is not embodied herein.
<br />    		14.      ASSIGNMENT
<br />      			Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
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