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total will not exceed the amount payable under this Agreement. City will determine
<br />the final payment amount based upon the value of the work product delivered to
<br />City and the percentage of the Services performed.
<br />22. Covenants against Contingent Fees. Consultant warrants that Consultant has not
<br />employed or retained any company or person, other than a bona fide employee working
<br />for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or
<br />agreed to pay any company or person, other than a bona fide employee, any fee,
<br />commission, percentage, brokerage fee, gift, or any other consideration contingent upon,
<br />or resulting from, the award or making of this Agreement. For breach or violation of this
<br />warranty, City will have the right to annul this Agreement without liability, or, in its
<br />discretion, to deduct from the Agreement price or consideration, or otherwise recover, the
<br />full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
<br />23. Claims and Lawsuits. Consultant acknowledges that if a false claim is submitted
<br />to City by Consultant, Consultant may be subject to criminal prosecution for fraud.
<br />Consultant also acknowledges that California Government Code sections 12650 et seq.
<br />(the False Claims Act), as amended, applies to this Agreement and provides for civil
<br />penalties where a person knowingly submits a false claim to a public entity. These
<br />provisions include false claims made with deliberate ignorance of the false information or
<br />in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
<br />pursuant to the False Claims Act, it is entitled to recover its litigation costs, including
<br />attorney's fees. Consultant acknowledges that the filing of a false claim may subject
<br />Consultant to an administrative debarment proceeding. As a result of such proceeding,
<br />Consultant may be prevented to act as a Consultant on any public work or improvement
<br />for a period of up to five (5) years. Consultant acknowledges that disbarment by another
<br />jurisdiction is grounds for City to terminate this Agreement.
<br />24. Non -Disclosure and Confidentiality
<br />24.1 Both Parties agree to keep the Confidential Information of the other in strict
<br />confidence and not to use or obtain benefit from the Confidential Information other
<br />than for the purposes of performing the obligations set forth in this Agreement.
<br />Neither Party shall disclose or distribute the Confidential Information of the other
<br />Party to a third party without a prior written consent by the other Party that owns
<br />the Confidential Information.
<br />24.2 Under this Agreement, "Confidential Information" shall include all oral or
<br />written commercial, financial, technical and other business information,
<br />notwithstanding the way that information was provided or became known to the
<br />receiving Party, including, but not limited to, handling rules, system descriptions,
<br />specific planning of individual computer programs, structural plans and logic,
<br />source code and object versions and programming techniques used therein,
<br />business strategies, Methodologies, pricing, software programs, specifications,
<br />operating instructions and documentation, proprietary formulae, algorithms,
<br />relationships with third parties, client lists, reports, studies, processes, practices,
<br />REV: 01-13-2021 PR
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