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conflict with the prohibitions defined above. If the Consultant hereafter becomes
<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 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
<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 ad dition to, the terms and conditions hereof, shall not bind or obligate Consultant or
<br />the City. Each party to this Agreement acknowle dges 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 assi gmnent, 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 Agree ment performed by City personnel or by other Consultants retained by City.
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<br />EXHIBIT 2
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