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REV: 01-28-26 VR <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 <br />has not employed or retained any company or person, other than a bona fide employee <br />working for Consultant, to solicit or secure this Agreement, and that Consultant has not <br />paid or 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 <br />submitted to City by Consultant, Consultant may be subject to criminal prosecution for <br />fraud. Consultant also acknowledges that California Government Code sections 12650 et <br />seq. (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. Jurisdiction and Venue. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this Agreement <br />will be tried in a court of competent jurisdiction in the County of San Mateo, State of <br />California. The Parties waive all provisions of law providing for a change of venue in these <br />proceedings to any other county. <br />25. Successors and Assigns. This Agreement will be binding upon the Parties <br />and their respective successors and assigns. Consultant may not assign this Agreement, <br />ATTY/AGR.2026.020/LifeMoves (Encampment Outreach) (Page 8 of 19)