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1, General Assurance, Every reasonable course of action will betaken by CONTRACTOR in order to maintain the integrity of this expenditure of public funds and to avoid favoritism, This Agreement will be administered in an impartial manner, free from errors to gain personal, financial political gain. CONTRACTOR, its officers and, employees, in administering this Agreement, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. 2, EinRloyment of Former State or CITY Employees, CONTRACTOR will ensure that any of its employees who were formerly employed by the State of California or CITY, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant to this Agreement for a period of not less than two (2) years following the tennination of such employment. 3. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of CONTRACTOR will receive favorable treatment when considered for enrollment in programs provided by, or employment with, CONTRACTOR. 4. Conducting_ Business Involving Close personal Friends and Associates. Executives and employees of CONTRACTOR will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Agreement, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for CONTRACTOR to conduct business with a friend or associate of an executive or employee of CONTRACTOR, an elected official in the area or a voting or non-voting member of the Workforce Investment Board (WIB), a permanent record of the transaction will be retained. 5. Avoidance of Conflict of Economic Interest. No executive or employee of CONTRACTOR or voting or non-voting member of a WIB, will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by CONTRACTOR or CITY. Supplies, materials, equipment or services purchased with Agreement Rinds will be used solely for purposes asserted or allowed under this Agreement. No voting member of the WIB will cast a vote on the provision of services or vote on any matter which would provide direct financial benefit to that member or any business or organization which the member directly represents. 6. Salary and Bonus Limitations. All subrecipients of WIA program hinds are required to comply with federal requirements regarding the limitations on salary and bonus payments in accordance with Public Law 109-149, Section 7013. V11. HOLD HARMLESS A. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from any and all claims, denrands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers` compensation claims, resulting from or arising out of the negligent acts, errors or ornission of CONTRACTOR, its employees or subcontractors. 25B-1 1 Page 9 of 15