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Agreement for Legal Services 1/19 Page 2 unemployment insurance, and any other employer obligations associated with the performance of the services under this Agreement. 5. CONFLICT OF INTEREST. Consultant represents that it presently has no material financial interest other than that which may be held by the general public and shall not acquire any interest, direct or indirect, in any contract or decision made on behalf of LPFD which may be affected by the services to be performed. Consultant further agrees that no person having any such interest shall be employed by Consultant. If Consultant or its employees acquires a direct or indirect personal interest, Consultant shall promptly disclose that interest to LPFD and the interested individual shall abstain from any contracts or decisions under this Agreement. Consultant and any of its agents, employees, members, contractors, or subcontractors in the performance of this Agreement shall prepare and file an Economic Disclosure Statement(s) when requested by LPFD. 6. NON-DISCRIMINATION. Except as provided in section 12940, et seq. of the Government Code, Consultant shall not discriminate against any person because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex. Consultant shall insert in all subcontracts for any work covered by this Agreement this nondiscrimination provision. 7. ADA COMPLIANCE. Consultant’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. 8. FILES. Consultant’s files pertaining to LPFD shall be and remain the property of LPFD. Consultant shall keep LPFD’s files for five years after closing the file. LPFD may request the return of the files from Consultant at any time. Before destroying the files, Consultant shall give LPFD thirty days’ written notice of its intent to destroy or otherwise dispose of them to allow LPFD an opportunity to take possession. The obligations with regard to keeping and returning the files shall survive the termination of this Agreement. 9. INDEMNIFICATION. Consultant agrees to hold harmless, indemnify and defend LPFD, the City of Livermore, and the City of Pleasanton, their elected officials, officers, directors, employees, agents, designated volunteers, and affiliates from and against any and all loss, liability, damage, including, but not limited to reasonable attorney and expert fees and/or court costs, of any nature whatsoever arising out of, or in any way connected with Consultant's performance of this Agreement, except loss or liability caused by the LPFD’s sole willful conduct and willful negligence. 10. INSURANCE. Consultant shall maintain insurance for the duration of this Agreement against claims for injuries to persons or damage to property that may arise from or in connection with the performance of work under this Agreement. The insurance shall be in the form and amount set forth in the attached Exhibit B. 11. BUSINESS LICENSE. Consultant shall procure and maintain a business license with the City of Pleasanton for the term of this Agreement. 12. TERMINATION. LPFD may terminate this Agreement with or without cause upon giving written notice. Consultant may terminate this Agreement with or without cause upon giving fifteen days’ written notice. Docusign Envelope ID: B9084491-D465-42B8-B091-C6845E2BFE30