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5. Avoidance of Conflict of Economic Interest. No executive or employee of <br />CONTRACTOR elected official in the area, or voting or non-voting member of a WIB, will solicit or <br />accept money or any other consideration from a third person, for the performance of an act reimbursed <br />in whole or part by CONTRACTOR or CITY. Supplies, materials, equipment or services purchased <br />with Agreement funds will be used solely for purposes asserted or allowed under this Agreement. No <br />voting member of the WIB will cast a vote on the provision of services or vote on any matter which <br />would provide direct financial benefit to that member or any business or organization which the <br />member directly represents. <br />VII. <br />HOLD HARMLESS <br />A. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents <br />and employees, from and against any and all damages to property or injuries to or death of any person <br />or persons, including property and employees or agents of CITY, and shall defend, indemnify and save <br />harmless CITY, its officers, agents and employees, from any and all claims, demands, suits, actions or <br />proceedings of any kind or nature, including, but not by way of limitation, workers' compensation <br />claims, resulting from or arising out of the negligent acts, errors or omission of CONTRACTOR, its <br />employees or subcontractors. <br />B. CITY shall indemnify and save harmless CONTRACTOR, its officers, agents <br />and employees, from and against any and all damages to property or injuries to or death of any person <br />or persons, including property and employees or agents of CONTRACTOR, and shall defend, <br />indemnify and save harmless CONTRACTOR, its officers, agents and employees, from and against <br />any and all claims, demands, suits, actions or proceedings therefore, resulting from or arising out of the <br />intentional or malicious acts of CITY, its employees or subcontractors. <br />VIII. <br />INSURANCE <br />1. Commercial General Liability Due to the nature of the work and services being performed <br />off-site, CONTRACTOR need not provide proof of such insurance to the CITY. <br />2. Workers' Compensation. If CONTRACTOR is an "employer", as set forth in California <br />Labor Code Section 3300 et seq., or utilizes participants and/or individuals as "employees," as set forth <br />in California Labor Code Section 3350 et seq., CONTRACTOR shall obtain and keep in force during <br />the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by <br />such employees and provide CITY proof of said coverage. <br />IX. <br />CORPORATE STATUS <br />All corporate CONTRACTORS shall be in good standing, without suspension by the <br />California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in <br />corporate status or suspension shall be reported immediately to CITY. <br />Page 9 of 14 <br />