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(c) Design Professional Services. For an alleged Loss that solely arises out <br /> of, pertains to,or relates to,the services of a Design Professional, Consultant shall defend <br /> and indemnify the Cities solely for such Losses due to the negligence, recklessness, or <br /> willful misconduct of the Design Professional(s) as allowed by application of California <br /> law, including California Civil Code, section 2782.8, as written on the effective date of this <br /> Agreement and according to applicable judicial interpretations. <br /> (d) Mixed Services. If an alleged Loss arises out of, pertains to, or relates to <br /> both the services of a Design Professional and a Non-Design Professional, Consultant <br /> shall defend Cities against the claimed Loss and shall indemnify and hold harmless Cities <br /> from all Losses alleged against the Non-Design Professional combined with any Losses <br /> allegedly due to the negligence, recklessness, or willful misconduct of any Design <br /> Professional. <br /> 12. Insurance. Consultant shall procure and maintain insurance during the term of <br /> this Agreement in the amounts and under the terms set forth in Exhibits "B-1" and "B-2" <br /> against claims that may arise from or in connection with this Agreement and performance <br /> of the Services. Upon reasonable written notice, Consultant shall comply with any <br /> changes in the amounts and terms of insurance as may be required from time-to-time by <br /> Livermore's Risk Manager and/or Pleasanton's City Attorney. <br /> 13. Acceptance of Final Payment. Consultant's acceptance of final payment will <br /> release Cities from any and all claims and liabilities for compensation under this <br /> Agreement. <br /> 14. Acceptance of Work. Cities' acceptance of, or payment to Consultant for, the <br /> Services does not release Consultant from its responsibility for the accuracy, <br /> completeness, or competency of the Services, nor do the actions constitute an <br /> assumption of Consultant's responsibility or liability by Cities for any defect or error in the <br /> Services. <br /> 15. Conflict of Interest. Consultant represents that no employees or officials of Cities <br /> have a financial interest in Consultant. Consultant shall not offer, encourage, or accept <br /> any financial interest in any part of Consultant's business by or from employees or officials <br /> of Cities during the term of this Agreement or as a result of being awarded this Agreement. <br /> If any of the Services are paid by reimbursement from an agreement between Cities and <br /> a private party, Consultant represents that it has not performed any work for that private <br /> party during the 12-month period prior to the execution of this Agreement, and that it shall <br /> not negotiate, offer or accept any contract for services from that party during the term of <br /> this Agreement. <br /> 16. Economic Disclosure. Consultant shall comply with Cities' local conflict of <br /> interest code and the Political Reform Act, and prepare and file an economic disclosure <br /> statement if the Services involve making, or participation in making, decisions which may <br /> have a material effect on the Consultants' financial interest. While it is Consultant's sole <br /> responsibility to evaluate its conflicts of interest, the Consultant nevertheless agrees to <br /> prepare and file an economic disclosure statement if requested by Cities. <br /> • <br /> Professional Services Agreement—ECHO Housing Page 5 <br /> Rev.4/17 <br />