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10. Claims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penafties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. Consultant further acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement. 11. Venue and Jurisdiction. Consultant agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this P�greement is the Superior Court, San Mateo County, Califomia. 12. Assianment. Consultant may not assign this Agreement or any part of it, or any monies due or to become due under it, without the prior written consent of City. 13. Amendments. This Agreement may be amended by mutual consent of City and Consultant. Any amendment will be in writing, signed by both parties, with a statement of the changes in charges or time schedule. 14. Entire greement. This Agreement, together with any other written document referred to or contemplated by it, 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 P�qreement 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. 15. Authoritv. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consuftant to the terms and conditions of this Agreement. (Signature Page FollowsJ ATTY/AGR/2014.180/HAGER EXECUTIVE SEARCH REV:09-30-14 MLG Page 3 of 6