Agmt19 ELS Architecture and Urban Design

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23. 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. 24. 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 Consultant without the prior consent of City, which will not be unreasonably withheld. 25. 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. 26. Entire Agreement. This Agreement, referred to or contemplated by it, along with its provisions, embody the entire Agreemei relating to the subject matter of it. In cast supersede the purchase order and any Agreement nor any of its provisions may be except in a writing signed by both parties. together with any other written document the purchase order for this Agreement and it and understanding between the parties of conflict, the terms of the Agreement )ther attachment or exhibit. Neither this amended, modified, waived or discharged 27. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement. REV: 12-06-19 RL [Signature Page Follows] ATTY/AGR.2019.305/ELS Architecture and Urban Design (Page 8 of 12)