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payment is made. At any time during normal business hours, the records shall be made available <br />to the City to inspect and audit. <br />19. Confidentiality. Consultant shall exercise reasonable precautions to prevent the <br />unauthorized disclosure and use of City reports, information or conclusions. <br />20. Conflicts of Interest. Consultant covenants that other than this Agreement, <br />Consultant has no financial interest with any official, employee or other representative of the <br />City. Consultant and its principals do not have any financial interest in real property, sources of <br />income or investment that would be affected in any manner or degree by the performance of <br />Consultant's services under this Agreement. If such an interest occurs, Consultant will <br />immediately notify the City. <br />21. Waiver. In the event either City or Consultant at any time waive any breach of <br />this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding <br />breach of this Agreement, whether of the same or of any other covenant, condition or obligation. <br />22. Governing Law. California law shall govern any legal action pursuant to this <br />Agreement with venue in the applicable court or forum for Alameda County. <br />23. Attorney's Fees. The prevailing party in any action brought to enforce or <br />construe the terms of this Agreement may recover from the other party its reasonable costs and <br />attorney's fees expended in connection with such an action. <br />24. No Personal Liability. No official or employee of City shall be personally liable <br />to Consultant in the event of any default or breach by the City or for any amount due Consultant. <br />25. Scope of Agreement. This writing constitutes the entire Agreement between the <br />parties. Any modification to the Agreement shall be in writing and signed by both parties. <br />ATTEST: <br />THIS AGREEMENT executed the date and year first above written. <br />CITY OF PLEASANTON CONSULTANT <br />By: By <br />Nelson Fialho, City Manager <br />Karen Diaz, City Clerk <br />APPROVED AS TO FORM: <br />Jonathan P. Lowell, City Attorney <br />Its <br />Page 5 of 5 <br />