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9. Campliance W ith Laws. Consu(tant will compiy with all applicable local,state and federal laws and regulatiqns prohibiting discrimination and harassment and wili obtain and maintain a City of Redwaod City Business License for the term of this/�reement. 10. Termination. City or Consultant may termirtate this Agreement at any time after a discussion, and written notice to ths other party. City wilt pay C�nsultant's casts for Services completed up to the time of termination,if the Services have been compieted in accor+dance with the Aqreement. 11. Ciaims and Lawsuits. By signing this Agreement,Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the Califomia False Claims Act,Govemmerrt Cade sec#ions 1265Q, ef seq. Gonsultant further acknowiedges that disbarment by ant�her jurisdiction is grounds for City to tsrminate this Agreement. 12. Venue and Jurisdiction. Consu�kant agrees and s#ipulates that the proper venue and jurisdicban for resolut�n of any disputes beMresn the parties arising out af this Agreement is the Superior Court, San Mat�Gounty,Califomia. 13. Assiqnment. Consuttant may not assign this Agreement or any part of it, or any monies dus or to become due under it,without the prior written consent of City. 14. Amendments. This Agreement may be amended by mutual consen#vf City and Consultant. Any amendment will be in writing, signed by both parties, with a statement ofi the changes in charges or time scheduls. 15. Entire As�reement. This Agreement, together with any othe�written document referred ta or contemplafed by it, along with the purchase order for this Agreement and its provisions,embody the entire Agr�emenT and understanding between the parties rela#ing to the subject matter af it. In case o# c�nflict, the terms of the Agreement supersede the purchase orcler and any other attachmen# or exhibit. IVeither this Agreement nor any of its pro�isions may be amanded, modified, waived ar discharged except in a writing signed by bath parties. jSignature Page FollowsJ REV:Q9-04-14 ML6 Page 3 of 6 ATTY/AGR.2Q14.162/Optofly Inc.