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19. Conformance to Applicable Laws. Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry, sex or religion of such person. Prior to the City's execution of this agreement and prior to the Consultant's engaging in any operation or activity set forth in this agreement, Consultant shall obtain a City of Pleasanton business license. Consultant shall keep the business license in full force and effect during the term of this agreement. 20. 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 the City to inspect and audit. 21. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions. 22. Conflicts of Interest. Consultant covenants that other than this agreement, Consultant has no financial interest with any official,employee or other representative of the 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 the City. 23. Waiver. In the event either City or Consultant shall at any time or times 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. 24. Governing,Law. California law shall govern any legal action pursuant to this agreement with venue in the applicable court or forum for Alameda County. 25. 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. 26. No Personal Liability. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant. 27. Scope of Agreement. This writing constitutes the entire agreement between the parties relative to professional auditing services, and modification hereof shall not be effective unless and until such modification is evidenced by a written amendment signed by both parties to this agreement. THIS AGREEMENT executed the date and year first above written. 02/2016 Page 5 of 9