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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 "B1 & B2" 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 and/or Pleasanton's City Attorney. 13. Acceptance of Final Payment. Consultant's acceptance of final payment will release Cities from any and all claims and liabilities for compensation under this Agreement. 14. Acceptance of Work. Cities' 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 for any defect or error in the Services. 15. Conflict of Interest. Consultant represents that no employees or officials of Cities have a financial interest in Consultant. Consultant shall not offer, encourage, or accept any financial interest in any part of Consultant's business by or from employees or officials of Cities during the term of this Agreement or as a result of being awarded this Agreement. 16. Economic Disclosure. Consultant shall comply with Cities' 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 Cities. 17. Non-Exclusive Agreement. This is a non-exclusive agreement. Cities 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' prior written consent. For the purposes of this section, a change of fifty-percent or more in the ownership or control of Consultant constitutes an assignment. 19. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against Cities arising from this Agreement, the Consultant must present a written claim to Cities in accordance with Chapter 3.42 of the Livermore Municipal Code and Pleasanton Municipal Code Section 1.04.090. 20. Construction of Language. The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between Professional Services Agreement Page 4 Rev. 7/15