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Consultant represents that its work will not unlawfully infringe any other copyrighted <br />work. Consultant covenants that it has obtained all certificates, licenses, permits and <br />the like required to perform the services under this Agreement. <br />18. Records and Audits. Consultant shall maintain all records regarding <br />this Agreement and the services performed for a period of three years from the date <br />that final payment is made. At any time during normal business hours, the records <br />shall be made available to the City to inspect and audit. <br />19. Confidentiality. Consultant shall exercise reasonable precautions to <br />prevent the unauthorized disclosure and use of City reports, information or <br />conclusions. <br />20. Conflicts of Interest. Consultant covenants that other than this <br />Agreement, Consultant has no financial interest with any official, employee or other <br />representative of the City. Consultant and its principals do not have any financial <br />interest in real property, sources of income or investment that would be affected in any <br />manner or degree by the performance of Consultant's services under this Agreement. If <br />such an interest occurs, Consultant will immediately notify the City. <br />21. Waiver. In the event either City or Consultant at any time waive any <br />breach of this Agreement by the other, such waiver shall not constitute a waiver of any <br />other or succeeding breach of this Agreement, whether of the same or of any other <br />covenant, condition or obligation. <br />22. 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 />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 <br />costs and attorney's fees expended in connection with such an action. <br />24. 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 the City or for any amount <br />due Consultant. <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 7 of 8 <br />