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Attachment 1 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 or LPFD arising from this Agreement, the Consultant must present a written claim to Livermore in accordance with Chapter 3 42 of the Livermore Municipal Code, or Pleasanton in accordance with Section 1 04 090 of the Pleasanton Municipal Code 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 the language in the body of the Agreement and an attachment hereto, the language in the body of the Agreement controls 21. Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services Any modification to this Agreement must be in writing and signed by all parties In the event the original of this Agreement is lost or destroyed, an archival copy maintained by LPFD can be used in place of the original for all purposes with the same effect as if it was the original 22. Notice. Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation TO CITY Attention Tracy Hein Livermore-Pleasanton Fire Department 3560 Nevada Street Pleasanton, California 94588 TO CONSULTANT Attention Jessica Cerutti Tetra Tech Inc 1999 Harrison Street, Ste 500 Oakland, CA 94612 23. Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance To be effective, a waiver must be in writing and signed by the non-breaching party 24. Severability If a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired in any way Professional Services Agreement Page 6 Rev 7/16