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at issue that the Parties believe to be appropriate in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The format for the discussions shall be left to the discretion of the representatives. 26.2. Formal proceedings for the resolution of a dispute may be commenced after the earlier of: 26.2.1. The designated representative concluding in good faith that resolution through continued negotiation of the matter does not appear likely; or 26.2.2. Sixty (60) days after the initial request to negotiate the dispute (except in the event of nonpayment by City in which case thirty (30) days from notice of delinquency). 26.3. If the Parties are unable to resolve any controversy arising under this Agreement, the dispute will be submitted to non-binding mediation at the election of either Party prior to resort to litigation. In the event of such an election by one of the Parties, the Parties agree to retain the services of a mutually acceptable professional mediator to resolve their differences. 26.4. Following the failure of mediation to resolve the dispute, 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. The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county 27. Successors and Assigns. This Agreement will be binding upon the Parties and their respective successors and assigns. Consultant may not assign this Agreement, nor any part of it, nor any monies due or to become due under it without the prior written consent of City, which City may withhold in its sole discretion. 28. Paragraph Headings. Headings in this Agreement are for convenience only and are not part of any provision in this Agreement. No heading will be construed to change the meaning of any provision. 29. Entire Agreement; Conflicts. This Agreement, together with any other written document referred to or contemplated by it, along with any purchase order or task order for this Agreement, embodies 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 any purchase order or task order and any other attachment or exhibit. 30. Amendments. This Agreement may only be amended, modified, waived or discharged in a writing signed by both Parties. REV: 01-13-2021 PR