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prejudice to the terminating party's other rights and remedies pursuant to this Agreement, and the indemnification provisions of Section 8 shall survive the termination of this Agreement. 21 . Covenants Against Contingent Fees. PSD warrants that PSD has not employed or retained any company or person, other than a bona fide employee working for PSD, to solicit or secure this Agreement, and that PSD 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. 22. False Claims. PSD acknowledges that if a false claim is submitted to City by PSD, it may be considered fraud and PSD may be subject to criminal prosecution. PSD 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. PSD acknowledges that the filing of a false claim may subject PSD to an administrative debarment proceeding as the result of which PSD may be prevented to act as a PSD on any public work or improvement for a period of up to five (5) years. PSD acknowledges disbarment by another jurisdiction is grounds for City to terminate this Agreement. 23. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 24. Integration. This Agreement, including the exhibits represents the entire and integrated agreement between City and the PSD and supersedes all prior negotiations, representations or agreements, either written or oral. Where the terms and conditions set forth in any exhibits conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties, and which expressly provides that it amends this Agreement, 25. Miscellaneous. The laws of the State of California shall govern this Agreement and all matters relating to it, without reference to the choice of laws provisions thereof Venue for state court shall be in Redwood City and for federal court in San Francisco. In the performance of this Agreement, PSD shall abide by and conform to any and all applicable laws, including, but not limited to the Redwood City Municipal Code. Failure or delay by City to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in writing signed by the City. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Rights and obligations which by Page 7 of 21 REV: 03-31-16 FF ATTY/AGR.201 6.066/PSD HiperWeb