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� . <br /> whose acts any of them may be liable, except where caused by the sote negligence or <br /> willful misconduct of City. <br /> The parties expressly agree that this section shall survive the expiration or early <br /> termination of the Agreement. <br /> 9. Jurisdiction and Venue. Any action at law or in equity brought by either of the <br /> Parties for the purpose of enforcing a right or rights provided for by this Agreement will <br /> be tried in a court of competent jurisdiction in the County of San Mateo, State of <br /> California, and the Parties waive all provisions of law providing for a change of venue in <br /> these proceedings to any other county. <br /> 10. Successors and Assiqns. It is mutually understood and agreed that this <br /> Agreement will be binding upon the Parties and their respective successors. Neither <br /> this Agreement nor any part of it nor any monies due or to become due under it may be <br /> assigned by RCIA without the prior consent of City, which will not be unreasonably <br /> withheld. <br /> 11. Entire Aareement and Amendment. This Agreement, together with any other <br /> written document referred to or contemplated by it, along with the purchase order for <br /> this Agreement and its provisions, embody the entire Agreement and understanding <br /> befinreen the parties relating to the subject matter of it. Neither this Agreement nor any <br /> of its provisions may be amended, modified, waived or discharged except in a writing <br /> signed by both parties. <br /> (Signature Page Follows] <br /> ATTY/AGR/2014.261/RCIA Advancement of Cost.doc <br /> REV:12-16-14 PT <br /> Page 3 of 4 <br />