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19. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of the Cities reports, information or conclusions. 20. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee or other representative of the Cities. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant's services under this Agreement. If such an interest occurs, Consultant will immediately notify the Cities. 21. Waiver. In the event either the Cities or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. 22. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County. 23. Attorney's Fees. The prevailing party in any action brought to enforce or construe the terms of this Agreement may recover from the other party its reasonable costs and attorney's fees expended in connection with such an action. 24. No Personal Liability. No official or employee of Cities shall be personally liable to Consultant in the event of any default or breach by the Cities or for any amount due Consultant. 25. Scone of Agreement. This writing constitutes the entire Agreement between the parties. Any modification to the Agreement shall be in writing and signed by both parties. 04/05 Page 5 of 6