Common use of Conflict of Interest and Non-Solicitation Clause in Contracts

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement. (b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTthe Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit solicit, or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTthe Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectProject unless fully disclosed to and approved by the City Manager, in advance and in writing. CONSULTANT The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, the Consultant shall remain responsible for complying with Section 9(b), above. (f) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement. (b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit solicit, or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT COLLECTION AGENCY shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT COLLECTION AGENCY shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT COLLECTION AGENCY in such statement. (b) CONSULTANT COLLECTION AGENCY shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT COLLECTION AGENCY shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT COLLECTION AGENCY and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT COLLECTION AGENCY shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT COLLECTION AGENCY shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT COLLECTION AGENCY shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT COLLECTION AGENCY represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTCOLLECTION AGENCY, nor any of CONSULTANTCOLLECTION AGENCY’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectProject unless fully disclosed to and approved by the City Manager, in advance and in writing. CONSULTANT COLLECTION AGENCY and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, COLLECTION AGENCY shall remain responsible for complying with Section 9(b), above. (f) If CONSULTANT COLLECTION AGENCY should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT COLLECTION AGENCY shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement. (b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectProject unless fully disclosed to and approved by the City Manager, in advance and in writing. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, CONSULTANT shall remain responsible for complying with Section 9(b), above. (f) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City's execution of this Agreement, CONSULTANT GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in In Exhibit C. During the term of this Agreement, CONSULTANT GRANTEE shall have the obligation and duty to immediately notify CITY in the City In writing of any change to the information Information provided by CONSULTANT in GRANTEE In such statement. (b) CONSULTANT GRANTEE shall comply, and require its Its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible Impermissible client conflicts; and (iiII) federal, state and local conflict of interest laws and regulations including, without limitationllmltatlon, California Government Code Section 1090 et. seq., .. the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At Al any time, upon written request of CITYthe City, CONSULTANT GRANTEE shall provide a written opinion of its Its legal counsel and that of any subcontractor that, . after a due diligent inquiryInquiry, CONSULTANT GRANTEE and the respective subcontractor(s) are in In full compliance with all laws and regulations. CONSULTANT GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the Page4 of 10 Doeo n Enveto 10: 59337040-007E-470CM1 IC-BDO�BCl9350 appearance of a conflict of interest, CONSULTANT GRANTEE shall immediately Immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT GRANTEE shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in In writing by the City Manager, if no actual or potential conflict is Is involved. (d) CONSULTANT GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, . contingent or otherwise, direct or indirectIndirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTGRANTEE, nor any of CONSULTANT’S GRANTEE subcontractors performing any services on this Project, shall bid for, . assist anyone in the preparation of a bid for, . or perform any services pursuant to, any other contract in In connection with this ProjectProject unless fully disclosed to and approved by the City Manager, In advance and in writing. CONSULTANT GRANTEE and any of its Its subcontractors shall have no interest, direct or indirect, in In any other contract with a third party in connection with this Project unless such interest is Interest Is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in In advance and in writing. Notwithstanding any approval given by the City Manager under this provision. GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If CONSULTANT GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT GRANTEE shall include Include the provisions of this Section 9 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 1 O shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S City’s execution of this Agreement, CONSULTANT Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT Consultant shall have the obligation and duty to immediately notify CITY City in writing of any change to the information provided by CONSULTANT Consultant in such statement. (b) CONSULTANT Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYCity, CONSULTANT Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT Consultant shall immediately notify CITY City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT Consultant shall not employ or retain the services of any person while such person either is employed by CITY City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit solicit, or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Consultant shall remain responsible for complying with Section 9(a), above. (f) If CONSULTANT Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.this

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seqSeq., the California Political Reform Act (California Government Code Section 87100 et. seqSeq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seqSeq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY the City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct direct, or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTthe Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT the Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement. (b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. CITY shall have the right, in its discretion, to deduct from any payment to CONSULTANT under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by CONSULTANT in violation of any representation or warranty under this section. (e) Neither CONSULTANT, nor any firm affiliated with CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Projectprovided hereunder, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectAgreement with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project Agreement unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint-ownership or otherwise. (f) CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this Agreement or any ensuing CITY project or agreement. CONSULTANT shall also disclose any current clients who may have a financial interest in the outcome of this Agreement or any ensuing CITY project or agreement, which will follow. (g) CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (h) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (gi) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYCity, CONSULTANT Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT Consultant shall immediately notify CITY the City of these facts in writing. (c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (de) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. The City shall have the right, in its discretion, to deduct from any payment to the Consultant under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by the Consultant in violation of any representation or warranty under this section. (ef) Neither CONSULTANTthe Consultant, nor any firm affiliated with the Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Projecta Task Order, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Projecta Task Order, with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. CONSULTANT The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project a Task Order unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint- ownership or otherwise. (fg) The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement or any ensuing the City construction project/s. The Consultant shall also disclose any current clients who may have a financial interest in the outcome of this Agreement or any ensuing the City construction project/s, which will follow. (h) The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (i) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (gj) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY the City council, commission, board, committee, or similar CITY the City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTthe Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (f) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S execution of this Agreement, CONSULTANT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by CONSULTANT in such statement. (b) CONSULTANT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, 23 U.S.C. § 112, FHWA regulations applicable to design and engineering consulting contracts found at 23 C.F.R. 172.1 et seq., California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITY, CONSULTANT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT shall not employ or retain the services of any person while such person either is employed by CITY or is a member of any CITY council, commission, board, committee, or similar CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. CITY shall have the right, in its discretion, to deduct from any payment to CONSULTANT under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by CONSULTANT in violation of any representation or warranty under this section. (e) Neither CONSULTANT, nor any firm affiliated with CONSULTANT, nor any of CONSULTANT’S subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectProject with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. CONSULTANT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint-ownership or otherwise. (f) CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this Agreement or any ensuing CITY construction project. CONSULTANT shall also disclose any current clients who may have a financial interest in the outcome of this Agreement or any ensuing CITY construction project, which will follow. (g) CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (h) If CONSULTANT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (gi) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. (d) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (de) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct direct, or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (ef) Neither CONSULTANTthe Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. CONSULTANT the Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. (fg) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (gh) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City’s execution of this Agreement, CONSULTANT the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT the Consultant shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT the Consultant in such statement. (b) CONSULTANT The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT the Consultant shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT the Consultant shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT The Consultant represents and warrants that it has not paid or agreed to pay any compensation, lawful or unlawful, contingent or otherwise, direct or indirect, to any party to solicit or procure this Agreement or any rights/benefits hereunder. The City shall have the right, in its discretion, to deduct from any payment to the Consultant under this Agreement, or otherwise recover the full amount of, any rebate, kickback or other consideration paid by the Consultant in violation of any representation or warranty under this section. (e) Neither CONSULTANTthe Consultant, nor any firm affiliated with the Consultant, nor any of CONSULTANT’S the Consultant’s subcontractors performing any services on this Project, provided hereunder,shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectAgreement with the exception of any subcontractor whose services are limited to providing surveying or materials testing information. CONSULTANT The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project Agreement unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. An affiliated firm is one which is subject to the control of the same person(s) through joint-ownership or otherwise. (f) The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement or any ensuing the City project or agreement. The Consultant shall also disclose any current clients who may have a financial interest in the outcome of this Agreement orany ensuing the City project or agreement, which will follow. (g) The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (h) If CONSULTANT the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (gi) This Section 9 shall survive expiration or termination of this Agreement.

Conflict of Interest and Non-Solicitation. (a) Prior to CITY’S the City's execution of this Agreement, CONSULTANT GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, CONSULTANT GRANTEE shall have the obligation and duty to immediately notify CITY the City in writing of any change to the information provided by CONSULTANT GRANTEE in such statement.. DocuSign Envelope ID: BE17B649-C9C5-474B-87EA-C76F3899CB1C Agreement # VIPI2223-08 (b) CONSULTANT GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), ) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of CITYthe City, CONSULTANT GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, CONSULTANT GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. CONSULTANT GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, CONSULTANT GRANTEE shall immediately notify CITY the City of these facts in writing. (c) In performing the work or services to be provided hereunder, CONSULTANT GRANTEE shall not employ or retain the services of any person while such person either is employed by CITY the City or is a member of any CITY City council, commission, board, committee, or similar CITY City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) CONSULTANT GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither CONSULTANTGRANTEE, nor any of CONSULTANT’S GRANTEE subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this ProjectProject unless fully disclosed to and approved by the City Manager, in advance and in writing. CONSULTANT GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If CONSULTANT GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, CONSULTANT GRANTEE shall include the provisions of this Section 9 11 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 11 shall survive expiration or termination of this Agreement.