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

Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, 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, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) 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.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. 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, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the 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) 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 GRANTEE, nor any of 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. 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 GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 11 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's ’s execution of this Agreement, GRANTEE Service Provider 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, GRANTEE Service Provider shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE Service Provider in such statement. (b) GRANTEE Service Provider 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.). At any time, upon written request of the City, GRANTEE Service Provider shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE Service Provider and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE Service Provider 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, GRANTEE Service Provider shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE Service Provider shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE Service Provider 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 GRANTEE, nor any of 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE Service Provider 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 Service Provider shall remain responsible for complying with Section 10(b9(a), above. (f) If GRANTEE Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE Service Provider shall include the provisions of this Section 11 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 9 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, 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, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) 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.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. 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, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the 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) 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 GRANTEE, nor any of 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. 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 GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 11 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 10 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's ’s execution of this Agreement, GRANTEE Service Provider 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, GRANTEE Service Provider shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE Service Provider in such statement.. DocuSign Envelope ID: 25797DA9-F0C9-437E-A7DB-D6506D0DD20C (b) GRANTEE Service Provider 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.). At any time, upon written request of the City, GRANTEE Service Provider shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE Service Provider and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE Service Provider 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, GRANTEE Service Provider shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE Service Provider shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE Service Provider 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 GRANTEE, nor any of 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE Service Provider 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 Service Provider shall remain responsible for complying with Section 10(b9(a), above. (f) If GRANTEE Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE Service Provider shall include the provisions of this Section 11 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 9 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, GRANTEE Xxxxxxx 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, GRANTEE Xxxxxxx shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE Grantee in such statement. (b) GRANTEE 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.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE Grantee and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE 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, GRANTEE Xxxxxxx shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE Grantee shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE 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 GRANTEEGrantee, nor any of GRANTEE 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE 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 Grantee shall remain responsible for complying with Section 10(b), above. (f) If GRANTEE Grantee should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE Grantee shall include the provisions of this Section 11 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 10 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, GRANTEE 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, GRANTEE the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE the Consultant in such statement. (b) GRANTEE 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.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, GRANTEE the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE 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, GRANTEE the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE the Consultant shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE 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 GRANTEEthe Consultant, nor any of GRANTEE 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 unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE 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, GRANTEE the Consultant shall remain responsible for complying with Section 10(b9(b), above. (f) If GRANTEE the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE the Consultant shall include the provisions of this Section 11 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 9 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's ’s execution of this Agreement, GRANTEE 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, GRANTEE the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE the Consultant in such statement. (b) GRANTEE 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, 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.) 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 the City, GRANTEE the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE 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, GRANTEE the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE the Consultant shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent lawful or unlawful, contingent, or otherwise, direct 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 GRANTEEthe Consultant, nor any firm affiliated with the Consultant, nor any of GRANTEE 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 unless fully disclosed with the exception of any subcontractor whose services are limited to and approved by providing surveying or materials testing information. the City Manager, in advance and in writing. GRANTEE 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 An affiliated firm is one which is subject to the City Manager under this provision, GRANTEE shall remain responsible for complying with Section 10(b), abovecontrol 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 construction project. 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, 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 GRANTEE the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE the Consultant shall include the provisions of this Section 11 9 in each subcontract and require its subcontractors to comply therewith. (gi) This Section 11 9 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, 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, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) 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.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. 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, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the 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) 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 GRANTEE, nor any of 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 Project unless fully disclosed to and approved by the City Manager, in advance and in writing. 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 GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 11 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements:

Conflict of Interest and Non-Solicitation. (a) Prior to the City's ’s execution of this Agreement, GRANTEE 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, GRANTEE the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE the Consultant in such statement. (b) GRANTEE 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.). At any time, upon written request of the City, GRANTEE the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. GRANTEE 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, GRANTEE the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE the Consultant shall not employ or retain the services of any person while such person either is employed by the 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) GRANTEE 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.. DocuSign Envelope ID: C03E061A-6747-49D5-B3A1-20A2EB25AACF (e) Neither GRANTEEthe Consultant, nor any of GRANTEE 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 unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE 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, GRANTEE the Consultant shall remain responsible for complying with Section 10(b9(b), above. (f) If GRANTEE the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE the Consultant shall include the provisions of this Section 11 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 11 9 shall survive expiration or termination of this Agreement. 11. ARPA Expenditure Compliance, Certification and Performance Reporting. (a) GRANTEE must meet all eligibility requirements with the CSLFRF final rule which can be found here: xxxxx://xxx.xxxxxxx.xxx/content/pkg/FR-2022-01- 27/pdf/2022-00292.pdf. (b) GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: