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Attachment 1 (d) Mixed Services If an alleged Loss arises out of, pertains to, or relates to both the services of a Design Professional and a Non-Design Professional, Consultant shall defend Cities and LPFD against the claimed Loss and shall indemnify and hold harmless Cities and LPFD from all Losses alleged against the Non-Design Professional combined with any Losses allegedly due to the negligence, recklessness, or willful 1 misconduct of any Design Professional 12. Insurance. Consultant shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit "B" against claims that may arise from or in connection with this Agreement and performance of the Services Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by Livermore's Risk Manager 13. Acceptance of Final Payment. Consultant's acceptance of final payment will release Cities and LPFD from any and all claims and liabilities for compensation under this Agreement 14. Acceptance of Work. Cities and LPFD's acceptance of, or payment to Consultant for, the Services does not release Consultant from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an assumption of Consultant's responsibility or liability by Cities and LPFD for any defect or error in the Services 15. Conflict of Interest. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from an employee or official of Livermore, Pleasanton, or LPFD during the term of this Agreement and as a result of being awarded this Agreement If any of the Services are paid by reimbursement from an agreement between Livermore, Pleasanton, or LPFD and a private party, Consultant represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement 16. Economic Disclosure. Consultant shall comply with Livermore's and Pleasanton's local conflict of interest codes and the Political Reform Act, and prepare and file an economic disclosure statement if the Services involve making, or participation in making, decisions which may have a material effect on the Consultants' financial interest While it is Consultant's sole responsibility to evaluate its conflicts of interest, the Consultant nevertheless agrees to prepare and file an economic disclosure statement if requested by Livermore or Pleasanton 17. Non-Exclusive Agreement. This is a non-exclusive agreement Cities and LPFD reserve the right to provide, and to retain other consultants to provide, services that are the same or similar to the Services described in this Agreement 18. No Assignment. Consultant shall not assign or subcontract any of the Services without Cities and LPFD's prior written consent For the purposes of this section, a Professional Services Agreement Page 5 Rev 7/16 1 C