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i be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. Successors and Assiqns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Consultant without the prior consent of City, which will not be unreasonably withheld. 25. Paraqraph Headinqs. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 26. Entire Aqreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 27. Authoritv. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement. CITY: City of Redwood City, 1017 Middlefield Road Redwood City, CA 94063 . By: �` �. l3�� Robert . Bell, City Manager T• S via n rlinden, City Clerk CONSULTANT: Acterra 3921 East Bayshore Road Palo Alto, CA 94303 By: � Michael lo s n, E cutive Director Agreement over$10K 8 City Attorney Approved Version 012611