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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 Customer seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Superion acknowledges that the filing of a false claim may subject Superion to an administrative debarment proceeding as the result of which Superion may be prevented to act as a Superion on any public work or improvement for a period of up to five (5) years. Superion acknowledges disbarment by another jurisdiction is grounds for Customer to terminate this Agreement. 23. Jurisd 'ction and Venue . Any action at law or in equity brought by either of the Parties for th a purpose of enforcing a right or rights provided for by this Agreeme it will be tried in a c of competent jurisdiction in the County of San Mateo , State of Califorra, and the Parties waive all provisions of law providing for a change of venue in these proceedings to other county. 24. Successors and 'assigns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor a iy monies due or to become due under it may be assigned by Superion without the prior consent of Customer, which will not be unreasonably withheld . For purposes of this Ac reement, a merger, acquisition , reorganization , spin-off or other ransnction involving a transfer of substantially all of the assets or common stock of 3uperion to a single entity shall not be deemed an assignment, provided that in such wen+ this Agreement shall only be transferred to the entity acquiring qubs' antially all of he r,_s�ets or common stock of Superion , and such entity shall Lave executed an 3ssia iment and assumption agreement in a form reasonably acceptabl'3 to the City Mani_ager of the City. 25 . Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 26 . Entire Agreement. This Agreement, together with the Order and any other written document referred to or contemplated by it, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the Order and any other attachment or exhibit. In the event of a conflict between the provisions of the Order and any exhibits attached to the Order, including, without limitation , the Superion Standard Terms and Conditions, the terms of the Order shall prevail . Neither this Agreement nor any of its provisions may be amended , modified , waived or discharged except in a writing signed by both parties . ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT REV: 09-27-17 PR Page 9 of 13