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6.B.- Page 9of12 <br />Either Party upon tendering thirty (30) days' written notice to the other party may <br />terminate this Agreement. <br />Within ten (10) days of termination City will assemble the work product without charge <br />and put it in order for proper filing and closing and deliver it to Authority. City will be <br />paid for work performed up to the termination date; however, the total will not exceed <br />the lump sum fee payable under this Agreement. <br />18. 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 />19. Successors and Assigns. 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 City without the prior consent of Authority, which will not be unreasonably <br />withheld. <br />20. Paragraph Headings. 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 />21. Entire Agreement. 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 and any other attachment or exhibit. Neither this <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both Parties. <br />22. Authority. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of City each represent and warrant that they have the legal <br />power, right and actual authority to bind City to the terms and conditions of this <br />Agreement. <br />[Signature Page Follows] <br />REV: 05-15-19 DZ Page 6 of 9 <br />55 <br />