AgdaPkt 2016-07-25 Closed and Joint SA PFA

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REV: 07-13-16 VR Page 5 of 6 13. Discrimination and Harassment Prohibited.Bankwillcomply 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, Citymay terminate this Agreement for nonperformance by notifying Bank in writing pursuant to the notice provisions of this Agreement. IfCitydecides to abandon or postpone the work orservices contemplated bythis Agreement, Citymay terminate this Agreement upon written notice to Bankpursuant 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. Bankwillbe 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.Bankwarrants that Bankhas 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 Bankhas 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, Citywill 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. Bankacknowledges that if a false claim is submitted to City by Bank, it may be considered fraud and Bankmay be subject to criminal prosecution. Bankacknowledges 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 Cityseeks 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 Bankto an administrative debarmentproceeding as the result of which Bankmay be prevented to act as a Bank on any public work or improvement for a period of up to five (5) years. Bank acknowledges disbarmentby another jurisdiction is grounds for Cityto terminate this Agreement. 17. Jurisdiction and Venue.Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in the Federal and State Courts of Northern California and the Parties waive all provisions of law providing for achange of venue in these proceedings. 18. Successors and Assigns.It is mutually understood and agreed that this Agreement willbe binding upon the Parties and their respective successors. Neither this ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT 6.1.H. - Page 7