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<br />2. The Parties agree to share equally in the costs for the design of the Program. <br />Each Party will provide a total of no more than $20,000 toward the design of <br />the program. Livermore shall be responsible for payment of the invoices <br />submitted. Pleasanton shall reimburse Livermore for work performed on <br />Pleasanton's behalf. <br /> <br />3. The Parties agree to make their respective staff members available to <br />participate in stakeholder meetings with Spectrum for purposes of the <br />development of the design of the PROGRAM as outlined in Exhibit "A." <br /> <br />B. Miscellaneous <br /> <br />1. The Agreement may be terminated upon thirty (30) day written notice by <br />either Party. <br /> <br />2. This Agreement shall not be assigned or transferred without prior written <br />consent of the Parties. <br /> <br />3. This Agreement may be amended only with the written consent of both <br />Parties. <br /> <br />4. In the event that anyone of more of the provisions in this Agreement shall, for <br />any reason, be held invalid, illegal or unenforceable in any respect, it shall not <br />affect the validity of the other provisions, which shall remain in full force and <br />effect. <br /> <br />5. This Agreement shall be governed and interpreted using the laws of the State <br />of California. <br /> <br />6. The venue of any suit filed by either Party shall be vested in the state courts <br />of the County of Alameda, California. <br /> <br />7. The pursuit by any Party of any specific remedy shall not exclude any other <br />remedy available to the Party. <br /> <br />8. All notices to the Parties shall, unless otherwise requested in writing, be sent <br />to Parties addressed as follows: <br /> <br />City of Livermore <br />City Clerk <br />1052 South Livermore Ave. <br />Livermore, CA 94550 <br />Fax: (925) 373-5503 <br /> <br />City of Pleasanton <br />City Clerk <br />123 Main St. <br />Pleasanton, CA 94566 <br />