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unlawfully infringe any other copyrighted work. Consultant covenants that it has obtained all <br /> certificates, licenses, permits and the like required to perform the services under this Agreement. <br /> 18. 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 final <br /> 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 /> THIS AGREEMENT is executed the date and year first above written. <br /> CITY OF PLEASANTON CONSULTANT <br /> By: <br /> Nelson Fialho, City Manager Signature <br /> Print name <br /> Design Professionals Agreement-RHAA.doc Page 6 of 7 <br />