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MTC/City of San Leandro <br />Master Funding Agreement for FY 2021-22 to FY 2030-31 <br />Page 6 <br /> <br /> <br /> B. Nothing contained in this Agreement or otherwise, shall create any contractual relation <br />between MTC and any subconsultants, and no subcontract shall relieve AGENCY of his/her <br />responsibilities and obligations hereunder. AGENCY agrees to be as fully responsible to MTC for the <br />acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of <br />them as it is for the acts and omissions of persons directly employed by AGENCY. AGENCY's <br />obligation to pay its subconsultants is an independent obligation from MTC's obligation to make <br />payments to AGENCY. <br /> C. Applicable provisions of this Agreement shall be included in any subcontract or <br />subconsultant agreement in excess of $25,000 entered into under of this Agreement. <br /> <br />15.0 PROHIBITED INTERESTS <br /> No member, officer, employee or agent of MTC, during his/her tenure shall have any prohibited <br />interest as defined by California Government Code Sections 1090, et seq., direct or indirect, in the <br />Agreement or the proceeds thereof. Prohibited interests include interests of immediate family members, <br />domestic partners, and their employers or prospective employers. Accordingly, AGENCY further <br />covenants that it has made a complete disclosure to MTC of all facts of which AGENCY is aware upon <br />due inquiry bearing upon any possible interest, direct or indirect, that it believes any member, officer, <br />agent or employee of MTC (or an immediate family member, domestic partner or employer or <br />prospective employer of such member, officer, agent or employee) presently has, or will have in the <br />Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to <br />make such disclosure, if any, shall constitute grounds for cancellation and termination hereof by MTC. <br /> <br />16.0 ORGANIZATIONAL CONFLICTS OF INTEREST <br /> AGENCY shall take all reasonable measures to preclude the existence or development of an <br />organizational conflict of interest in connection with work performed by subconsultants or <br />subcontractors under this Agreement. An organizational conflict of interest occurs when, due to other <br />activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial <br />assistance or advice to MTC or AGENCY; a firm or person’s objectivity in performing the contract <br />work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for <br />award of a contract as a result of information gained in performance of this or some other Agreement. <br /> AGENCY shall not engage the services of any subconsultant or subcontractor on any work <br />related to this Agreement if the subconsultant or subcontractor, or any employee of the subconsultant or <br />subcontractor, has an actual or apparent organizational conflict of interest related to work or services <br />contemplated under this Agreement. <br />379