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6.1H Page 9 State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. Successors and Assiqns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Special Counsel without the prior consent of City, which will not be unreasonably withheld, 27, ParaQraph HeadinQs. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 28. Entire Aqreement. This Agreement embodies 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 any and all prior written or oral agreement, order or understanding. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in writing signed by both parties. 29. Authoritv. The individuals executing this Agreement and the instruments referenced in it on behalf of Special Counsel each represent and warrant that they have the legal power, right and actual authority to bind Special Counsel to the terms and conditions of this Agreement. CITY: CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California 1017 Middlefield Road Redwood City CA 94063 By: Stan Yamamoto, City Attorney SPECIAL COUNSEL: Liebert Cassidy Whitmore By: Richard C. Bolanos, Partner Atty/ Ag r/2006 .007 030306 8 ..- --_.- _.-- .. ..._.... - -.-