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17. Non-Exclusive Agreement. This is a non-exclusive agreement. Cities reserves 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 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 both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by Cities 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 LIVERMORE: Attention: Frances Reisner, Housing Programs Manager City of Livermore 1052 S Livermore Avenue Livermore, California 94550 TO PLEASANTON: Attention: Steve Hernandez, Housing Manager City of Pleasanton P.O. Box 520 200 Old Bernal Avenue Pleasanton, CA 94566-0802 TO CONSULTANT: Attention: Marjorie Rocha, Executive Director Eden Council for Hope and Opportunity Professional Services Agreement—ECHO Housing Page 6 Rev. 4/17