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16. Licenses, Certifications, and Permits. Prior to City's execution of this Agreement and prior to Consultant's engaging in any operation or activity set forth in this Agreement, Consultant shall obtain a City of Pleasanton business license, which must be kept in effect during the term of this Agreement. Consultant covenants that it has obtained all certificates, licenses, permits, and the like required to perform the services under this Agreement. 17. Records and Audits. Consultant shall maintain all records regarding this Agreement and the services performed for a period of three years from the date that final payment is made. At any time during normal business hours, the records shall be made available to City to inspect and audit. 18. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information, or conclusions. 19. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee, or other representative of City. 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 City. 20. Waiver. In the event either City 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. 21. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County. 22. 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. 23. No Personal Liability. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant. 24. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 25. Scope 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. Page 5 of 6