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11. BREACH OF AGREEMENT. In the event that either party breaches any of the terms of this Agreement, the other party may initiate legal proceedings to enforce the provisions of this Agreement. 12. JURISDICTION AND VENUE. Any action at law or in equity brought by either of the PARTIES for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the PARTIES waive all provisions of law providing for a change of venue in these proceedings to any other county. 13. BINDING EFFECT. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of CONSERVATOR and the CITY. 14. ENTIRE AGREEMENT. The CITY and CONSERVATOR each understand that the PARTIES have not agreed to, or promised to do, or admit to do, any act or thing not expressly set forth in this Agreement. This Agreement sets forth the entire agreement between the PARTIES and supersedes any and all prior agreements and understandings, written or oral, between the PARTIES pertaining to the subject matter contained herein. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both PARTIES. 15. NO PERSONAL LIABILITY FOR OFFICIALS. EMPLOYEES OF CITY. No officials or employees of CITY shall be personally liable for any default or liability under this Agreement. Similarly, Scott Galet, in his individual capacity, shall not be personally liable for any default or liability under this Agreement pursuant to Probate Code section 2110. 16. REPRESENTATIONS AND STATEMENTS. The PARTIES represent and acknowledge that in executing this Agreement, they do not rely, and have not relied, upon any representation or statement made by the PARTIES or any of the party's agents, attorneys, or representatives with regard to the subject matter, basis or effect of this Agreement other than those specifically stated in this written Agreement. 17. PRESERVATION OF AGREEMENT. Should any provision of this Agreement be found invalid or unenforceable by a court of competent jurisdiction, the legality and enforceability of the remaining provisions shall not be affected and the illegal or unenforceable provision shall not be considered part of this Agreement. 18. AUTHORITY TO EXECUTE. The person executing this Agreement on behalf of the PARTIES warrant that they are duly authorized to execute this Agreement. [Signature Page Follows] ATrY/AGR/2017.233/COMPLIANCE AGREEMENT -112-120 VERA AVENUE REV: 10-12-17 RL Page 6 of 7