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REV: 08-25-21 RL <br />upon, or resulting from, the award or making of this Agreement. For breach or violation <br />of this warranty, Redwood City Together will have the right to annul this Agreement <br />without liability, or, in its discretion, to deduct from the Agreement price or consideration, <br />or otherwise recover, the full amount of the fee, commission, percentage, brokerage <br />fees, gift, or contingent fee. <br />22. Claims and Lawsuits. Consultant acknowledges that if a false claim is submitted <br />to Redwood City Together by Consultant, it may be considered fraud and Consultant <br />may be subject to criminal prosecution. Consultant acknowledges that California <br />Government Code sections 12650 et seq., the False Claims Act applies to this <br />Agreement and, provides for civil penalties where a person knowingly submits a false <br />claim to a public entity. These provisions include false claims made with deliberate <br />ignorance of the false information or in reckless disregard of the truth or falsity of <br />information. If Redwood City Together or City seeks to recover penalties pursuant to the <br />False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. <br />Consultant acknowledges that the filing of a false claim may subject Consultant to an <br />administrative debarment proceeding as the result of which Consultant may be <br />prevented to act as a Consultant on any public work or improvement for a period of up <br />to five (5) years. Consultant acknowledges disbarment by another jurisdiction is grounds <br />for City to terminate this Agreement. <br />23. Jurisdiction and Venue. Any action at law or in equity brought by either of the <br />Parties for the purpose of enforcing a right or rights provided for by this Agreement will <br />be tried in a court of competent jurisdiction in the County of San Mateo, State of <br />California, and the Parties waive all provisions of law providing for a change of venue in <br />these proceedings to any other county. <br />24. Successors and Assigns. It is mutually understood and agreed that this <br />Agreement will be binding upon the Parties and their respective successors. Neither <br />this Agreement nor any part of it nor any monies due or to become due under it may be <br />assigned by Consultant without the prior consent of Redwood City Together and City, <br />which will not be unreasonably withheld. <br />25. Paragraph Headings. Paragraph headings as used herein are for convenience <br />only and will not be deemed to be a part of such paragraphs and will not be construed <br />to change the meaning thereof. <br />26. Entire Agreement. This Agreement, together with any other written document <br />referred to or contemplated by it, along with the purchase order for this Agreement and <br />its provisions, embody the entire Agreement and understanding between the parties <br />relating to the subject matter of it. In case of conflict, the terms of the Agreement <br />supersede the purchase order and any other attachment or exhibit. Neither this <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both parties. <br />27. Authority. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Consultant each represent and warrant that they have the <br />ATTY/AGR.2021.222/Siena Youth Center (COVID-19 Vaccine Outreach) (Page 8 of 11)