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<br />HAl BT Commercial
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<br />Commercial Real Estate Servloes. Woridwlde.
<br />6. Conflict of Inte.rest. City will evaluate Brokc.r's duties pursuant to this ~\greement to detennine whether disclosure
<br />under the Political Reform Act and City's Conflict ofInterest Code is required ofBrokec or any of Broker's employe.es, agents, 01;"
<br />subcontractors. Should it be determined that disclosure is required, Broker or Broker's affected employees, agents, or
<br />subcontractors will complete and file with the City Clerk those sche.dules specified by City and contained in the Statement of
<br />Economic Interests Form 700. Broker, for Broker and on behalf of Broker's agents, employee.s, subcontractors and consultants,
<br />warrants that by execution of this Agreement, except for the compensation payable to Broker pursuant to this Agreement that
<br />they have no interest, present or contemplated, in the projects affected by this Agreement. Broker further warrants that neither
<br />Broker, nor Broker's agents, employees, subcontractors and consultants have any ancillary real property, business interests or
<br />income that will be affected by this Agreement or, alternatively, that Broker will file with the City an affidavit disclosing this
<br />interest.
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<br />7. General.Com.pliance with Laws. Broker will keep fully informed of federal, state and local laws and ordinances and
<br />regulations which in any mannex affect those employed by Broker, or in any way affect the performance of the Services by
<br />Broker. Broker will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the
<br />compliance of Broker's Services with all applicable laws, ordinances and regulations.
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<br />8. Discrimination and Harassment Prohibited. Broker will comply \Vith all applicable local, state and federal laws and
<br />regulations prohibiting discrimination and harassment.
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<br />9. Covenants Ag;llnst Conting.ent Fees. Broker warrants that B~oker has not employed or retained any company or person,
<br />other than a bona fide employee working for Broker, to solicit or secure this Agreement. and that Brokex has not paid or agreed
<br />to pay any company or person, other than a bona fide employee. any fee. commission, percentage, brokerage fee, gift, or any
<br />other consideration contingent upon, 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 discretion, to deduct from the Agreement
<br />price or consideration, or othelWise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or
<br />. contingent fee. .
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<br />10. Claims And Lawsuits. By signing this Agreement. Broker agrees that any Agreement claim submitted to City must be
<br />asserted as part of the Agreement process as set forth.in this Agreement and not in anticipation of litigation or in conjunction
<br />with litigation. Broker acknowledges that if a false claim is submitted to City by Broker, it may be considered fmud and Broker
<br />may be subject to criminal prosecution. Broker 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 submits a false claim to a public
<br />entity. These provisions include false claims made with deliberate ignorance of the false information or in reckle.ss disregard of
<br />the truth or falsity of infonnation. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to re.cover its
<br />litigation costs, including attorney's fees. Broker acknowledges that the filing of a false claim may subject Broker to an
<br />administrative debarment proceeding as the result of which Broker may be prevented to act as a Broker on any public work or
<br />improvement for a period of up to five (5) years. Broker acknowledges debarment by another jurisdiction is grounds for City to
<br />terminate this Agreement.
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<br />11. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of e!lforcing a
<br />right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the COWlty of San Mateo, State
<br />of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other
<br />county.
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<br />12. Successors and AssilP'ls. It is mutually understood and agreed that this Agreement will be binding upon the Parties and
<br />their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be
<br />assigned by Broker without the prior consent of City. which will not be unreasonably withheld.
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<br />13. Headings. Parngraph headings as used herein are for convenience on.ly and wlll'not.be deemed to be a part of such
<br />paragraphs and will not be construed to change the meaning thereof.
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<br />14. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it~ along
<br />with the purchase order for this Agreement and its provisions. embody the entire Ag1:eement and understanding between the
<br />parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither
<br />this Agreement nor any of its prov"isiolls may be amended, modified, waived or discharged except in a 'Writing signed by both
<br />parties.
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<br />NAI BT Commercial
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<br />2
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<br />Commission Agreement 4.15.09
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