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causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or
<br />equity, to property or persons, including wrongful death, in any manner arising out of,
<br />pertaining to, or incident to any alleged acts, errors or omissions, or shallful misconduct
<br />of RCIA, its officials, officers, employees, subcontractors, consultants or agents in
<br />connection with the performance of the services and obligations under this Agreement,
<br />including without limitation the payment of all consequential damages, expert witness
<br />fees and attorneys' fees and other related costs and expenses. RCIA's duty to indemnify
<br />shall not include any losses arising from the sole negligence or willful misconduct of
<br />City. Notwithstanding the foregoing, to the extent RCIA's services are subject to Civil
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil
<br />Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of RCIA.
<br />22.2. Additional Indemnity Obligations. _ 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,
<br />any 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
<br />for 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
<br />meetings, engaging in voter registration activity, nor for publicity or propaganda purposes
<br />designed to 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
<br />practices, including but not limited to California Government Code sections 1090, et. seq., and
<br />81000, et. 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 />have any direct financial interest in this Agreement, or in its proceeds during their tenure on
<br />the RCIA Board of Directors.
<br />ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT
<br />REV: 06-25-2020 MI
<br />Page 15 of 18
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