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9. Termination. City or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Consultant's costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. 10. Claims 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 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 Agreement is the Superior Court, San Mateo County, California. 12. Assignment. 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 Agreement. 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 Agreement 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/2011.038 /CORRPRO 3 040811