Agmt17 ELS Architecture and Urban Design

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Either Party upon tendering thirty (30) days written notice to the other Party may terminate this Agreement. Within 10 days of termination, Consultant will assemble the work product without charge and put it in order for proper filing and closing and deliver it to Client. Consultant 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. Client will make a determination of final payment based upon the value of the work product delivered to Client and the percentage of the services performed. In the event YMCA terminates pursuant to this Paragraph 20, the City could pursue a revised project at the Park at their discretion, with no further liability (financial or otherwise) from, nor input/approval required by the YMCA. 21. Covenants against Contingent Fees. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant 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, Client 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. Claims and Lawsuits. Consultant acknowledges that if a false claim is submitted to Client by Consultant, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant 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 Client seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative debarment proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges loss by any key personnel providing Services hereunder of a required license to practice in his or her profession is grounds for Client to terminate this Agreement. 23. Jurisdiction and Venue. Any action at law or in equity brought by any of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. ATTY/AGR/2017.263/CITY —YMCA ARCHITECTURE AGREEMENT REV: 11-09-17 VR Page 11 of 15