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9. Comoliance With Laws. Consuttant wiil cqmply with ali applicable locai,state and federai laws and regulations prohibiting discrimination and h�rassment and wiU obtain and maintain a City of Redw�ood City Business License for the term of thi�Agreement. 10. Terminatiort. City or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. City wilf pay ConsultanYs costs for Services completed up to the time of termination,if the Services have been completed in acco�dance wlth the Agreement. 11. Ciaims and Lawsuits. By signing this Agreement,Consuftant agrees it may be subject to civil penalties forthe flling of false claims as set forth in the Califomia False Claims Act,Govemment Code sections 12650, et seq. Consui#ant further acknowledges that disbaRnent by another jurisdiction is grounds for City to tertninate this Agreement. 12. Venue and Jurisdiction. Consultarrt agreeS and s�pulates 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 Courrty,Califomia. 13. Assi�nment. 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 Cit�r. 14. Amendments. This Agreement may be$mended by mutuai consent of City and Consultant. My amendment will be in writing, signed by both parties,with a statement of the changes in charges or time schedule. 15. �ntire Agreement. This Agreement, together wi#h any other written document referred to or contempiated by it, along with the purchase order f�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 arry other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modrfied, waived or discharged except in a writing signed by both parti�s. 16. Authori#v. The individuals executing this Agreement and the instruments referenced in lt on behalf of Consultant each represeM and warranE that they have the legai power, right and actual autho�ity to bind Consultarrt to the tsrms and cand�fons of thfs Agreement. ,(Sl�neture Page Fdlowsj .. . �� _ `;,�r.�- REV:Q3-28-14 VR Page 3 ofi 7 ATTY/AGR.2Q14.043JSurge Project Msnagement .