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must be kept in effect during the term of this Agreement. Consultant covenants that it <br /> has obtained all certificates, licenses, permits, and the like required to perform the <br /> services under this Agreement. <br /> 17. Records and Audits. Consultant shall maintain all records regarding this <br /> Agreement and the services performed for a period of three years from the date that <br /> final payment is made. At any time during normal business hours, the records shall be <br /> made available to City to inspect and audit. <br /> 18. Confidentiality. Consultant shall exercise reasonable precautions to <br /> prevent the unauthorized disclosure and use of City reports, informatior, or conclusions. <br /> 19. Conflicts of Interest. Consultant covenants that other than this Agreement, <br /> Consultant has no financial interest with any official, employee, or other representative <br /> of City. Consultant and its principals do not have any financial interest in real property, <br /> sources of income, or investment that would be affected in any manner or degree by the <br /> performance of Consultant's services under this Agreement. If such an interest occurs, <br /> Consultant will immediately notify City. <br /> 20. Waiver. In the event either City or Consultant at any time waive any breach <br /> of this Agreement by the other, such waiver shall not constitute a waive- of any other or <br /> succeeding breach of this Agreement, whether of the same or of any other covenant, <br /> condition, or obligation. <br /> 21. Governing Law. California law shall govern any legal action pursuant to <br /> this Agreement with venue in the applicable court or forum for Alameda County. <br /> 22. 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 is reasonable <br /> costs and attorney's fees expended in connection with such an action. <br /> 23. No Personal Liability. No official or employee of City shall be personally <br /> liable to Consultant in the event of any default or breach by City or for any amount due <br /> Consultant. <br /> 24. Exhibits. All exhibits referred to herein are attached hereto and are by this <br /> reference incorporated herein. <br /> 25. Scope of Agreement. This writing constitutes the entire Agreement <br /> between the parties. Any modification to the Agreement shall be in writing and signed <br /> by both parties. <br /> Page 5 of 6 <br />