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6.2.C. - Page 13
<br />19. Integration. This Agreement, including the scope of work attached hereto and
<br />incorporated herein in Exhibit A, represents the entire and integrated agreement between City
<br />and Contractor and supersedes all prior negotiations, representations or agreements, either
<br />written or oral. Where the terms and conditions set forth in Exhibit A conflict with the terms and
<br />conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This
<br />Agreement may be modified or amended only by a subsequent written agreement signed by both
<br />parties.
<br />20. Standard of Performance. While performing the Services, Contractor shall
<br />exercise the reasonable professional care and skill customarily exercised by reputable members
<br />of Contractor's profession practicing in the urban Northern California Area, and will use
<br />reasonable diligence and best judgment while exercising its professional skill and expertise.
<br />21. Conflict of Interest. If disclosure under the Political Reform Act and City's
<br />Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or
<br />subcontractors, Contractor or Contractor's affected employees, agents, or subcontractors will
<br />complete and file with the City Clerk those schedules specified by City and contained in the
<br />Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of
<br />Contractor's agents, employees, subcontractors and consultants warrants that by execution of this
<br />Agreement, that they have no interest, present or contemplated, in the projects affected by this
<br />Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents,
<br />employees, subcontractors and consultants have any ancillary real property, business interests or
<br />income that will be affected by this Agreement, or, alternatively, that Contractor will file with
<br />the City an affidavit disclosing this interest.
<br />22. Covenants Against Continent Fees. Contractor warrants that Contractor has
<br />not employed or retained any company or person, other than a bona fide employee working for
<br />Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay
<br />any company or person, other than a bona fide employee, any fee, commission, percentage,
<br />brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or
<br />making of this Agreement. For breach or violation of this warranty, City will have the right to
<br />annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price
<br />or consideration, or otherwise recover, the full amount of the fee, commission, percentage,
<br />brokerage fees, gift, or contingent fee.
<br />23. False Claims. Contractor acknowledges that if a false claim is submitted to City
<br />by Contractor, it may be considered fraud and Contractor may be subject to criminal prosecution.
<br />Contractor acknowledges that California Government Code sections 12650 et seq., the False
<br />Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly
<br />submits a false claim to a public entity. These provisions include false claims made with
<br />deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
<br />information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
<br />recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
<br />false claim may subject Contractor to an administrative debarment proceeding as the result of
<br />which Contractor may be prevented to act as a Contractor on any public work or improvement
<br />Page 10 of 24
<br />AiTY/AGR/203.5.082/VIMOCTECHNOLOGIES INC
<br />REV: 04-22-1615
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