Agmt19 Silicon Valley Clean Water

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18. Termination. In the event of the City's failure to prosecute, deliver, or perform the Services, Authority may terminate this Agreement for nonperformance by notifying City in writing pursuant to the notice provisions of this Agreement. If Authority decides to abandon or postpone the work or services contemplated by this Agreement, Authority may terminate this Agreement upon written notice to City pursuant to the notice provisions of this Agreement. Termination will be effective immediately upon notification. Either Party upon tendering thirty (30) days' written notice to the other party may terminate this Agreement. Within ten (10) days of termination, City will assemble the work product without charge and put it in order for proper filing and closing and deliver it to Authority. City will be paid for work performed up to the termination date. 19. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 20. Successors and Assigns. 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 City without the prior consent of Authority, which will not be unreasonably withheld. 21. Paragraph Headings. 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. 22. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody 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 the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both Parties. 23. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of City each represent and warrant that they have the legal power, right and actual authority to bind City to the terms and conditions of this Agreement. [Signature Page Follows] AM/AGR/2019.188/SILICON VALLEY CLEAN WATER REV: 06-28-19 PR Page 6 of 10