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<br />for a period of up to five (5) years. Consultant acknowledges debarment by another <br />jurisdiction is grounds for City to terminate this Agreement. <br /> <br />23. 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 /> <br />24. 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 Consultant without the prior consent of City, which will not be unreasonably <br />withheld. <br /> <br />25. Paraqraph Headinqs. Paragraph headings as used herein are for convenience <br />only and will not be deemed to be a part of such paragraphs and will not be construed <br />to change the meaning thereof. <br /> <br />26. Entire Aqreement. This Agreement, together with any other written document <br />referred to or contemplated by it, along with the purchase order for this Agreement and <br />its provisions, embody the entire Agreement and understanding between the parties <br />relating to the subject matter of it. In case of conflict, the terms of the Agreement <br />supersede the purchase order. Neither this Agreement nor any of its provisions may be <br />amended, modified, waived or discharged except in a writing signed by both parties. <br /> <br />27. Authority. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Consultant each represent and warrant that they have the <br />legal power, right and actual authority to bind Consultant to the terms and conditions of <br />this Agreement. <br /> <br />\\\ <br /> <br />\\\ <br /> <br />\\\ <br /> <br />\\\ <br /> <br />\\\ <br /> <br />\\\ <br /> <br />\\\ <br /> <br />ATTY/AGR/2007.041 <br />072007 <br /> <br />8 <br />