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REV: 01-05-23 VR <br />21. Termination. <br />21.1 Either party upon tendering thirty (30) days written notice to the other party <br />may terminate this Agreement. <br />21.2 If Consultant fails or refuses to perform any of the provisions of this <br />Agreement, and if Consultant does not cure the default within five (5) days of the <br />City providing a written notice specifying the nature of the default, City may <br />terminate this Agreement immediately by giving written notice to Consultant. <br />21.3 If City materially fails or refuses to perform any of the provisions of this <br />Agreement, and if City does not cure the default within thirty (30) days of <br />Consultant providing a written notice specifying the nature of the default, <br />Consultant may terminate this Agreement immediately by giving written notice to <br />City. <br />21.4 Within ten (10) days of termination pursuant to this Section 21 or of the <br />natural expiration of this Agreement, Consultant will assemble any Deliverables <br />without charge and put it in order for proper filing and closing and deliver it to City. <br />Consultant will be paid for work performed up to the termination date; however, the <br />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 />ATTY/AGR.2023.004/VIVA Social Impac Partners (Facilitation Services for City Council) (Page 8 of 11)