AgdaPkt 2015-08-24 Joint SA and PAF

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ATTY/AGR/2015.044/WELLS FARGO BANK REV: 04-03-15 MLG Page 5 of 8 responsible for the compliance of Bank's Services with all applicable laws, ordinances and regulations to the extent they materially affect the performance of the Services by Bank. 13. Discrimination and Harassment Prohibited. Bank will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 14. Termination. In the event of the Bank's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Bank in writing pursuant to the notice provisions of this Agreement. If City decides to abandon or postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Bank pursuant to the notice provisions of this Agreement. Termination will be effective immediately upon notification. Either Party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. Bank will be paid for work performed up to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. 15. Covenants against Contingent Fees. Bank warrants that Bank has not employed or retained any company or person, other than a bona fide employee working for Bank, to solicit or secure this Agreement, and that Bank has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 16. Claims and Lawsuits. Bank acknowledges that if a false claim is submitted to City by Bank, it may be considered fraud and Bank may be subject to criminal prosecution. Bank acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Bank acknowledges that the filing of a false claim may subject Bank to an administrative debarment proceeding as the result of which Bank may be prevented to act as a Bank on any public work or improvement for a period of up to five (5) years. Bank acknowledges disbarment by another jurisdiction is grounds for City to terminate this Agreement. 6.1.D. - Page 7