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<br />State of California, and the Parties waive all provisions of law providing for a change of <br />venue in these proceedings to any other county. <br /> <br />26. Successors and Assians. It is mutually understood and agreed that <br />this Agreement will be binding upon the Parties and their respective succ~ssors. <br />Neither this Agreement nor any part of it nor any monies due or to become due under it <br />may be assigned by Special Counsel without the prior consent of City, which will not be <br />unreasonably withheld. <br /> <br />27. Paraaraph Head jngs. Paragraph headings as used herein are for <br />convenience only and will not be deemed to be a part of such paragraphs and will not <br />be construed to change tile meaning thereof. <br /> <br />28. Entire Aareement. This Agreement embodies the entire Agreement <br />and understanding between the Parties relating to the subject matter of it. In case of <br />conflict, the terms of the Agreement supersede any and all prior written or oral <br />agreement, order or understanding. Neither this Agreement nor any of its provisions <br />may be amended, modified, waived or discharged except in writing signed by both <br />parties. <br /> <br />29. Authority. The individuals executing this Agreement and the <br />instruments referenced in it on behalf of Special Counsel each represent and warrant <br />that they have the legal power, right and actual authority to bind Special Counsel to the <br />tenns and conditions of this Agreement. <br /> <br />CITY: <br /> <br />CITY OF REDWOOD CITY, a charter city and <br />municipal corporation of the State of California <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />By: <br /> <br /> <br />SPECIAL COUNSEL: <br /> <br />Burke, Williams and Sorenson, LLP <br /> <br />By: <br /> <br /> <br />'~ <br /> <br /> <br />AtlyIAgr/2006.017 <br />041906 <br /> <br />8 <br />