Agmt22 Association of Bay Area Gov. (ABAG)

Browse Search

DocuSign Envelope ID: 895D2A90-533F-4A74-8650-530137EA9E81 ABAG/City Innovate PROVIDER Bench Management Software Page 11 other consideration contingent upon or resulting from the award or making of the Agreement. For breach or violation of this warranty, ABAG shall have the right to terminate the Agreement without liability or, at its discretion, the right to deduct from PROVIDER's maximum payment the full amount of such fee, commission, percentage, brokerage fee, gift or contingent consideration. 18. PROHIBITED INTERESTS PROVIDER covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree or have the potential of conflicting with the performance of services required under the Agreement or the impartial rendering of assistance or advice to ABAG. PROVIDER further covenants that in the performance of the Agreement no person having any such interest shall be employed. No member, officer, employee or agent of ABAG, during their tenure shall have any prohibited interest as defined by California Government Code Sections 1090, et seq. and 87100 et seq., direct or indirect, in the Agreement or the proceeds thereof. Prohibited interests include interests of immediate family members, domestic partners, and their employers or prospective employers. Accordingly, PROVIDER further covenants that it has made a complete disclosure to ABAG of all facts of which PROVIDER is aware upon due inquiry bearing upon any possible interest, direct or indirect, that it believes any member, officer, agent or employee of ABAG (or an immediate family member, domestic partner or employer or prospective employer of such member, officer, agent or employee) presently has, or will have in the Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute grounds for cancellation and termination hereof by ABAG. 18.1 ORGANIZATIONAL CONFLICTS OF INTEREST PROVIDER shall take all reasonable measures to preclude the existence or development of an organizational conflict of interest in connection with work performed under this Agreement. An organizational conflict of interest occurs when, due to other activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial assistance or advice to ABAG; a firm or person’s objectivity in performing the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for award of a contract as a result of information gained in performance of this or some other Agreement. PROVIDER shall not engage the services of any subprovider, subconsultant, subcontractor or independent contractor on any work related to this Agreement if the subprovider, subconsultant, subcontractor or independent contractor, or any employee of the DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575