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4.1.C. - Page 16 21. Covenants A ainst Contin ent Fees. ConsuEtant warra�ts t�at Consultant has �ot employed or retained any company or person, other than a bo�a fide employ�e working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, camm�ssior�, percer�tage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of#his Agre�m�nt. For breach or�iolation of this warranty, Gity will ha�e the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreeme�t price or consideration, or otherwise recaver, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. Claims And �.awsuits. Consultanf acknowledges that if a false claim �s submitted to City by Consultant, it may be considered fraud and Consultant may be subject to crimina[ prosecution. Cansultant acknowledges that California Go�err�ment Code sections 12650 et seq., the False Claims Act applies to this Agreem�nt and, prv�ides for civil penalti�s urhere a person know�ngly submits a faise claim to a public entity. These provisions include false claims made with deliberate ignorance of the �alse informatian or in reckless disregard of the truth or fa[sity af information. I�F City seeks to recover penalties pursuant to the False Claims Act, it is enti#led to reca�er its litigation costs, inckuding attorney's fees. Consuitant ackr�owledges that the filing of a false claim may s�bject. Cor�sultant to a.n administratiWe debarment �roceeding as the result.of . _. which Consultant may be prevented to act as a Consultan# on any p�blic work or impro�ement for a period of up ta five (5) years. Consuitant ackr�owledges disbarment by anotherjurisdiction is grounds for City to terminate this Agreement. 23. Jurisdiction and Venue. Ar�y action at law or in equity �rought by either of the Parties for the purpose of enforcing a right or rights provided for F�y this Agreement will be tried ir� a eourt of com�etent jurisdiction in the Co�anty of San Mateo, State of California, and the Parties waive all pro�isions of law pro�iding for a change of venue in these proceedings to any ather eounty. 24. Successors and Assic�r�s. It is mutually understood and agreed that this Agreement will be bir�ding upon the Parties and their respecti�e successars. Neither this Agreerr�ent nor any part of it nor any monies due or ta become due under it may be assigned by Cons�ltant wi�ho�t the prior cansent of City, which will r�ot be unreasonably withheld. 25. Paraqraph Headings. Paragraph headings as used her�in are for can�enience only ar�d will not be deem�d to be a part of sucl� paragraphs and will not be construed to change the meanir�g �hereof. 26. Entire Aqreement. This Agreement, togeth�r with any other written documer�t referr�d to or contemplated by it, along wit� the purchase order for t�is Agreement and its pro�isions, embody the entir� Agreement ar�d ur�derstar�ding between the parties relating to the subject ma�ter of it. In case of cor�flict, the terms of fhe Agreement supersede the purchase order and any other attachmen# or ex�ibit. Neither this ATTYIAGR12011.127IDSA BEl.LECCI 110000.DOC R�V: 11116l1 i 8