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REV: 11-14-2022 MI <br />The Parties waive all provisions of law providing for a change of venue in these <br />proceedings to any other county. <br />25. Successors and Assigns. This Agreement will be binding upon the Parties and <br />their respective successors and assigns. Consultant may not assign this Agreement, nor <br />any part of it, nor any monies due or to become due under it without the prior written <br />consent of City, which City may withhold in its sole discretion. <br />26. Paragraph Headings. Headings in this Agreement are for convenience only and <br />are not part of any provision in this Agreement. No heading will be construed to change <br />the meaning of any provision. <br />27. Entire Agreement; Conflicts. This Agreement, together with any other written <br />document referred to or contemplated by it, along with any purchase order or task order <br />for this Agreement, embodies the entire Agreement and understanding between the <br />parties relating to the subject matter of it. In case of conflict, the terms of the Agreement <br />supersede any purchase order or task order and any other attachment or exhibit. <br />28. Amendments. This Agreement may only be amended, modified, waived or <br />discharged in a writing signed by both Parties. <br />29. 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 />30. Electronic Signatures. If all Parties agree, electronic signatures may be used in <br />place of original signatures on this Agreement. Each Party intends to be bound by the <br />signatures on the electronic document, is aware that the other Parties will rely on the <br />electronic signatures, and hereby waives any defenses to the enforcement of the terms <br />of this Agreement based on the use of an electronic signature. After all Parties agree to <br />the use of electronic signatures, all Parties must sign the document electronically. <br />(Signature Page Follows) <br />ATTY/AGR.2022.395/Koff & Associates (Page 9 of 17)