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6.1.D. - Page 8 18. Claims and Lawsuits. Bank acknowledges that if a false claim is submitted to City by Bank, it may be considered fraud and Bank may be subject to criminal prosecution. Bank acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Bank acknowledges that the filing of a false claim may subject Bank to an administrative debarment proceeding as the result of which Bank may be prevented to act as a Bank on any public work or improvement for a period of up to five (5) years. Bank acknowledges disbarment by another jurisdiction is grounds for City to terminate this Agreement. 19. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 20. Successors and Assiqns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Bank without the prior consent of City, which will not be unreasonably withheld. 21. Paraqraph Headinqs. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 22. Entire Aqreement. This Agreement, together with the Wells Fargo Program Guide WFB 1301, Exhibit A (pricing terms) and any other written document referred to or contemplated by it or any amendments thereto, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement and Program Guide WFB1301 supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. ATTY/AGR/2013.015/WELLS FARGO MERCHANT SERVICES REV:01-25-13 MLG Page 6 of 7