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19. Confidentialit f. 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 this <br />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. No Personal Liability. No official or employee of City shall be personally liable to <br />Consultant in the event of any default or breach by the City or for any amount due Consultant. <br />24.Counterparts and Electronic Signatures. This Agreement may be executed in <br />multiple counterparts,each of which shall be an original and all of which together shall <br />constitute one agreement. Counterparts may be delivered via facsimile,electronic mail <br />including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000(15 <br />U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act(Cal. Civil Code <br />1633.1 et seq.),or other applicable law)or other transmission method, and any counterpart so <br />delivered shall be deemed to have been duly and validly delivered and be valid and effective for <br />all purposes. <br />25. Scone of Agreement. This writing constitutes the entire Agreement between the <br />parties relative to the aforementioned services for the project and modification hereof shall not <br />be effective unless and until such modification is evidenced by a written amendment signed by <br />both parties to this Agreement. <br />Page 5 of 6 <br />Docusign Envelope ID: AD76C2F9-B3FA-4318-8F3F-0E57966D45A3