Agmt07 Bottomley Design and Planning

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18. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. Termination. In the event of the Consultant's failure to prosecute, deliver, or perform the Services, Agency may terminate this Agreement for nonperformance by notifying Consultant in writing pursuant to the notice provisions of this Agreement. If Agency decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, Agency may terminate this Agreement upon written notice to Consultant pursuant to the notice provisions of this Agreement. Termination will be effective immediately upon notification. Consultant has five (5) business days to deliver any documents owned by Agency and all work in progress to Agency address contained in this Agreement. Agency will make a determination of fact based upon the work product delivered to Agency and of the percentage of work that Consultant has performed which is usable and of worth to Agency in having the Agreement completed. Based upon that finding Agency will determine the final payment of the Agreement. Either Party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of Agency, Consultant will assemble the work product without charge and put it in order for proper filing and closing and deliver it to Agency. Consultant will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. Agency will make the final determination as to the portions of tasks completed and the compensation to be made. 20. Covenants Aaainst Continaent 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, Agency 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. 21. Claims And Lawsuits. By signing this Agreement, Consultant agrees that any Agreement claim submitted to Agency must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Consultant acknowledges that if a false claim is submitted to Agency 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 Agency 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 debarment by another jurisdiction is grounds for Agency to terminate this Agreement. 22. 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 a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 23. Successors and Assians. 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 any monies due or to become due under it may be assigned by Consultant without the prior consent of Agency, which will not be unreasonably withheld. 24. Paraaraph Headinas. 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. ATTY/AGR/2007.073 092107 5