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time during normal business hours,the records shall be made available to the City to inspect and <br />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, Consultant has <br />no financial interest with any official, employee or other representative of the City. Consultant <br />and its principals do not have any financial interest in real property, sources of income or <br />investment that would be affected in any manner by the performance of Consultant's services <br />under this Agreement. If 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 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 Agreement <br />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 construe the terms <br />of this Agreement may recover from the other party its reasonable costs and attorney's fees <br />expended in connection with such an action. <br />24. 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 />25. Counterparts and Electronic Signatures. This Agreement may be executed in multiple <br />counterparts, each of which shall be an original and all of which together shall constitute one <br />agreement. Counterparts may be delivered via facsimile, electronic mail(including pdf or any <br />electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et <br />seq.), California Uniform Electronic Transactions Act(Cal. Civil Code §1633.1 et seq.), or other <br />applicable law)or other transmission method, and any counterpart so delivered shall be deemed <br />to have been duly and validly delivered and be valid and effective for all purposes. <br />26. Scone of Agreement. This writing constitutes the entire Agreement between the parties. <br />Any modification to the Agreement shall be in writing and signed by both parties. <br />Page 6 of 7 <br />Docusign Envelope ID: 2D99A351-E158-8CDD-82A2-689CA4821DAD