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?. Employment of Former State or CITY Emplovees. CONTRACTOR will ensure that any of <br />its employees who were formerly employed by the State of California or CITY. in a position that <br />could have enabled such individuals to impact policy regarding or implementation of programs <br />covered by this Agreement, will not be assigned to any part or phase of the activities conducted <br />pursuant to this Agreement for a period of not less than two years following the termination of such <br />employment. <br />Conducting Business Involving Relatives. No relative by blood. adoption or <br />marriage of any executive or employee of CONTRACTOR will receive favorable treatment when <br />considered for enrollment in programs provided by, or employment with. CONTRACTOR. <br />4. Conductin V Business Involving Close personal Friends and Associates. <br />Executives and employees of CONTRACTOR will be particularly aware of the varying degrees of <br />influence that can be exerted by personal friends and associates and. in administering this Agreement. <br />will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is <br />being granted to friends and associates. When it is in the public interest for CONTRACTOR to <br />conduct business with a friend or associate of an executive or employee of CONTRACTOR; an elected <br />official in the area or a voting or non -voting member of the Workforce Investment Board (WIB). a <br />permanent record of the transaction will be retained. <br />5. Avoidance of Conflict of Economic Interest. No executive or employee of <br />CO NTP.ACTOR 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 />N'II. <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. indemnifV 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. CONTRACTOR shall indenuf , and save hannless 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 and against any and all claims. demands. <br />suits. actions or proceedings therefore. resulting from or arising out of the intentional or malicious acts <br />of CONTRACTOR, its employees or subcontractors. <br />VHL <br />INSURANCE <br />Page 9 of 14 <br />