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Page 5 of 11 <br /> <br />15. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and <br />prior to the Consultant’s engaging in any operation or activity set forth in this Agreement, <br />Consultant shall obtain a City of Pleasanton business license, which must be kept in effect during <br />the term of this Agreement. Consultant covenants that it has obtained all certificates, licenses, <br />permits and the like required to perform the services under this Agreement. <br /> <br />16. Records and Audits. Consultant shall maintain all records regarding this Agreement and the <br />services performed for a period of three years from the date that final payment is made. At any <br />time during normal business hours, the records shall be made available to the City to inspect and <br />audit. <br /> <br />17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the <br />unauthorized disclosure and use of City reports, information or conclusions. <br /> <br />18. 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 of degree by the performance of Consultant’s <br />services under this Agreement. If such an interest arises, Consultant will immediately notify the <br />City. <br /> <br />19. 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 /> <br />20. 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 /> <br />21. 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 /> <br />22. Exhibits. All exhibits referred to herein are attached hereto and are by this reference <br />incorporated herein. <br /> <br />23. 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 /> <br />24. Scope 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 /> <br /> <br /> <br /> <br /> <br />Docusign Envelope ID: 3D604DF4-2C2C-861D-8285-1B6425D792A9