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, <br /> 12. Venue and Jurisdiction. Consuitant agrees and stipulates that the proper venue and jurisdiction <br /> for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, <br /> San Mateo County, Califomia. <br /> 13. Assiqnment. Consultant may not assign this Agreement or any part of it, or any monies due <br /> or to become due under it, without the prior written consent of City. <br /> 14. Amendments. This Agreement may be amended by mutual consent of City and Consuitant. <br /> Any amendment wili be in writing, signed by both parties, with a statement of the changes in charges <br /> or time schedule. <br /> 15. Entire Aareement. This Agreement, together with any other written document referred to or <br /> contemplated by it, along with the purchase order for this Agreement and its provisions, embody the <br /> entire Agreement and understanding between the parties relating to the subject matter of it. In case of <br /> conflict, the terms of the Agreement supersede the purchase order and any other attachment or <br /> exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or <br /> discharged except in a writing signed by both parties. <br /> 16. Authori . The individuals executing this Agreement and the instruments referenced in it on <br /> behalf 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 /> CI . CITY OF REDWOOD CITY <br /> 1017 Middlefield Road <br /> Redwood C' , 063 <br /> � B <br /> ill <em, Community Development Director <br /> ilvi on erli n, City Clerk <br /> C SULT . Smith-Emery San Francisco <br /> 1940 Oakdale Avenue <br /> San Francisco, CA 94124 <br /> (415) 642-7326 telephone <br /> (415) 642-7055 facsimile <br /> .By. ..By: � <br /> �1� - � J°�c� F. P3 . '.d�e <br /> Printed Name:'fIG�Gj<1—��/•—' Printed N e: Gic'3 t:vf's=.o: <br /> esa en <br /> Title: �—�6 Title: <br /> If required by City, proper notarial acknowledgment of execution by Consultant must be attached. If a <br /> Corooration, Agreement must be signed by one corporate officer from each of the following hvo groups. <br /> "Group A. "Group B. <br /> Chairman, Secretary, <br /> President, or Assistant Secretary, <br /> Vice-President CFO or Assistant Treasurer <br /> Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under <br /> corporate seal empowering the officer(s) signing to bind the corporation. <br /> ATTY/AGR/2017.099'PSA SMITH EMERY ' <br /> 092311 <br /> 3 <br />