Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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24.2. RCIA shall immediately notify the City of any real or possible conflict of interest between work performed for the City and for other clients served by RCIA. 24.3. RCIA warrants and represents, to the best of its present knowledge, that no employee of the City who has been involved in the making of this Agreement, or who is a member of a City board or commission which has been involved in the making of this Agreement whether in an advisory or decision-making capacity, has or shall receive a direct or indirect financial interest in this Agreement in violation of the rules contained in California Government Code section 1090 et sec ., pertaining to conflicts of interest in public contracting. RCIA shall exercise due diligence to ensure that no such employee shall receive such an interest. 24.4. RCIA further warrants and represents, to the best of its present knowledge and excepting any written disclosures as to these matters already made by RCIA to City, that no employee of the City who has participated in decision-making concerning this Agreement or has used their official position to influence decisions regarding this Agreement, has a disqualifying financial interest in RCIA or this Agreement. For purposes of this paragraph, an official is deemed to have an "financial interest" in any (a) for-profit business entity in which the official or their immediate family member has a direct or indirect investment worth $2,000 or more, (b) any real property in which the official or their immediate family member has a direct or indirect interest worth $2,000 or more, (c) any for-profit business entity in which the official or their immediate family member is a director, officer, partner, trustee, employee or manager, (d) any source of income or donors of gifts to the official or their immediate family member (including nonprofit entities) if the income or value of the gift totaled more than $500 the previous year. RCIA agrees to promptly disclose to the City in writing any information it may receive concerning any such potential conflict of interest. RCIA's attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code section 87100 et seq.) and its implementing regulations. 25. No Waiver. The rights and remedies of the City enumerated in this Agreement are cumulative and shall not limit the City's rights under any other provision of this Agreement, the City Municipal Code, or State law, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of this Agreement or hereinafter enacted or established, that may be available to the City against RCIA. 26. Assignment. RCIA shall not assign or otherwise transfer any rights, duties, obligations or interest in this Agreement or arising hereunder to any person, persons, consultant or sub -consultant, entity or entities whatsoever without the prior written consent of City and any attempt to assign or transfer without such prior written consent shall be void. Consent to any single assignment or transfer shall not constitute consent to any further assignment or transfer. 27. Time of the Essence. Time is of the essence in the performance of this Agreement. ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 16 of 18