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<br />administrative debarment proceeding as the result of which Special Counsel may be <br />prevented to act as a Special Counsel on any public work or improvement for a period <br />of up to five (5) years. <br /> <br />25. Jurisdiction and Venue. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this Agreement <br />will 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 /> <br />26. 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 Special Counsel without the prior consent of City, which will not be <br />unreasonably withheld. <br /> <br />27. Paraqraph Headinqs. 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 the meaning thereof. <br /> <br />28. Entire Aqreement. This Agreement embodies the entire Agreement and <br />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 />11/ <br /> <br />11/ <br />11/ <br /> <br />11/ <br />11/ <br /> <br />11/ <br /> <br />11/ <br />11/ <br /> <br />11/ <br /> <br />11/ <br /> <br />Atty/Agr/2006.027 <br />06006 <br /> <br />8 <br />