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<br /> 22. Indemnification.
<br /> 22.1. Scope of Indemnity. To the fullest extent permitted by law, RCIA shall defend, indemnify
<br /> and hold the City, its elected officials, officers, directors, employees, agents, volunteers,
<br /> successors and assigns free and harmless from any and all claims, demands, causes of
<br /> action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to
<br /> property or persons, including wrongful death, in any manner arising out of, pertaining to,
<br /> or incident to any alleged acts, errors or omissions, or willful misconduct of RCIA, its
<br /> officials, officers, employees, subcontractors, consultants or agents in connection with the
<br /> performance of the services and obligations under this Agreement, including without
<br /> limitation the payment of all consequential damages, expert witness fees and attorneys'
<br /> fees and other related costs and expenses. Notwithstanding the foregoing, to the extent
<br /> RCIA's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br /> limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br /> pertain to, or relate to the negligence,recklessness, or willful misconduct of RCIA.
<br /> 22.2. Additional Indemnit�gations. To the fullest extent permitted by law, RCIA shall
<br /> defend, with counsel approved by the City and at RCIA's own cost, expense and risk, any
<br /> and all claims, suits, actions or other proceedings of every kind covered by the above
<br /> subsection that may be brought or instituted against the City, its elected officials, officers,
<br /> directors, employees, agents, volunteers, successors and assigns. RCIA shall pay and
<br /> satisfy any judgment, award or decree that may be rendered against the City or its elected
<br /> officials, officers, directors, employees, agents, volunteers, successors and assigns as part
<br /> of any such claim, suit, action or other proceeding. RCIA shall also reimburse the City for
<br /> the cost of any settlement paid by the City or its elected officials, officers, directors,
<br /> employees, agents, volunteers, successors and assigns as part of any such claim, suit,
<br /> action or other proceeding. Such reimbursement shall include payment for the City's
<br /> attorneys' fees and costs, including expert witness fees. RCIA shall reimburse the City
<br /> and its elected officials, officers, directors, employees, agents, volunteers, successors and
<br /> assigns, for any and all legal expenses and costs incurred by each of them in connection
<br /> therewith or in enforcing the indemnity herein provided. RCIA's obligation to indemnify
<br /> shall not be restricted to insurance proceeds, if any, received by the City, its directors,
<br /> elected officials, officers, employees, agents, volunteers, successors and assigns.
<br /> 23. Political Prohibition. Subject to applicable State and Federal laws, monies paid pursuant to this
<br /> Agreement shall not be used for political purposes, sponsoring or conducting candidate's meetings,
<br /> engaging in voter registration activity, nor for publicity or propaganda purposes designed to
<br /> support or defeat legislation pending before federal, state or local government.
<br /> 24. Conflict of Interest. RCIA is aware of and is subject to all federal, state, and local conflict of
<br /> interest laws, regulations, and policies applicable to public contracts and procurement practices,
<br /> including but not limited to California Government Code sections 1090, et. seq., and 81000, et.
<br /> seq.
<br /> 24.1. RCIA certifies that no member, officer, or employee of the City who exercises any functions
<br /> or responsibilities with respect to the programs or projects covered by this Agreement, shall
<br /> ATTY/AGR/2015.002/RWC CBID OPERATING AGREEMENT
<br /> REV:01-05-2015 PT
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