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REV: 01-05-26 LR <br />27. Jurisdiction and Venue. <br />Any action at law or in equity brought by either of the Parties for the purpose of enforcing <br />a right or rights provided for by this Agreement will be tried in a court of competent <br />jurisdiction in the County of San Mateo, State of California. The Parties waive all <br />provisions of law providing for a change of venue in these proceedings to any other <br />county. <br />28. Successors and Assigns. <br />This Agreement will be binding upon the Parties and their respective successors and <br />assigns. Consultant may not assign this Agreement, nor any part of it, nor any monies <br />due or to become due under it without the prior written consent of City, which City may <br />withhold in its sole discretion. <br />29. Paragraph Headings. <br />Headings in this Agreement are for convenience only and are not part of any provision in <br />this Agreement. No heading will be construed to change the meaning of any provision. <br />30. Entire Agreement; Conflicts. <br />This Agreement, together with any other written document referred to or contemplated by <br />it, along with any purchase order or task order for this Agreement, embodies the entire <br />Agreement and understanding between the parties relating to the subject matter of it. In <br />case of conflict, the terms of the Agreement supersede any purchase order or task order <br />and any other attachment or exhibit. <br />31. Amendments. <br />This Agreement may only be amended, modified, waived or discharged in a writing signed <br />by both Parties. <br />32. Authority. <br />The individuals executing this Agreement and the instruments referenced in it on behalf <br />of Consultant each represent and warrant that they have the legal power, right and actual <br />authority to bind Consultant to the terms and conditions of this Agreement. <br />33. Electronic Signatures. <br />If all Parties agree, electronic signatures may be used in place of original signatures on <br />this Agreement. Each Party intends to be bound by the signatures on the electronic <br />document, is aware that the other Parties will rely on the electronic signatures, and hereby <br />waives any defenses to the enforcement of the terms of this Agreement based on the use <br />ATTY/AGR.2026.001/EnSight Technologies (Parking Access and Revenue Control System (PARCS)) (Page 18 of 167)