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<br /> <br /> 2024 Form CONTRACT <br /> Page 6 <br />22.3 Assignment and Successors. Contractor may not assign its rights or obligations under <br />this Contract, in part or in whole, without City’s written consent. This Contract is binding on <br />Contractor’s and City’s lawful heirs, successors and permitted assigns. <br /> <br />22.4 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract. <br /> <br />22.5 Governing Law and Venue. This Contract will be governed by California law and venue <br />will be in the Superior Court of San Mateo County, and no other place. <br /> <br />22.6 Amendment. No amendment or modification of this Contract will be binding unless it is in <br />a writing duly authorized and signed by the parties to this Contract. <br /> <br />22.7 Integration; Severability. This Contract and the Contract Documents incorporated <br />herein, including authorized amendments or change orders thereto, constitute the final, <br />complete, and exclusive terms of the agreement between City and Contractor. If any <br />provision of the Contract Documents, or portion of a provision, is determined to be illegal, <br />invalid, or unenforceable, the remaining provisions of the Contract documents will remain <br />in full force and effect. <br /> <br />22.8 Authorization. Each individual signing below warrants that he or she is authorized to do <br />so by the party that he or she represents, and that this Contract is legally binding on that <br />party. If Contractor is a corporation, signatures from two officers of the corporation are <br />required pursuant to California Corporation Code § 313. <br /> <br />22.9 Electronic Signatures. If all parties agree, electronic signatures may be used in place of <br />original signatures on this agreement. Each party intends to be bound by the signatures on <br />the electronic document, is aware that the other parties will rely on the electronic <br />signatures, and hereby waives any defenses to the enforcement of the terms of this <br />agreement based on the use of an electronic signature. After all parties agree to the use <br />of electronic signatures, all parties must sign the document electronically. <br /> <br /> <br /> <br /> <br />[Signatures are on the following page.] <br />