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<br />23. Jurisdiction and Venue. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this <br />Agreement will be tried in a court of competent jurisdiction in the County of San <br />Mateo, State of California, and the Parties waive all provisions of law providing <br />for a change of venue in these proceedings to any other county. <br /> <br />24. Successors and Assians. It is mutually understood and agreed that this <br />Agreement will be binding upon the Parties and their respective successors. <br />Neither this Agreement nor any part of it nor any monies due or to become due <br />under it may be assigned by Consultant without the prior consent of City, which <br />will not be unreasonably withheld. <br /> <br />25. Paraaraph Headinas. Paragraph headings as used herein are for <br />convenience only and will not be deemed to be a part of such paragraphs and <br />will not be construed to change the meaning thereof. <br /> <br />26. Entire .Aareement. This Agreement, together with any other written <br />document referred to or contemplated by it, along with the purchase order for this <br />Agreement and its provisions, embody the entire Agreement and understanding <br />between the parties relating to the subject matter of it. In case of conflict, the <br />terms of the Agreement supersede the purchase order. Neither this Agreement <br />nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both parties. <br /> <br />27. Authoritv. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Consultant each represent and warrant that they <br />have the legal power, right and actual authority to bind Consultant to the terms <br />and conditions of this Agreement. <br /> <br />Agreement over $1 OK 8 <br />City Attorney Approved Version 012710 <br />