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24. Successors and Assiqns. It is mutually understood and agreed that this Agreement will <br /> be binding upon the Parties and their respective successors. Neither this Agreement nor any <br /> part of it nor any monies due or to become due under it may be assigned by Consultant <br /> without the prior consent of City, which will not be unreasonably withheld. <br /> 25. Paraqraph Headinqs. Paragraph headings as used herein are for convenience only and <br /> will not be deemed to be a part of such paragraphs and will not be construed to change the <br /> meaning thereof. <br /> 26. Entire Aqreement. This Agreement, together with any other written document referred <br /> to or contemplated by it, along with the purchase order for this Agreement and its provisions, <br /> embody the entire Agreement and understanding between the parties relating to the subject <br /> matter of it. In case of conflict, the terms of the Agreement supersede the purchase order and <br /> any other attachment or exhibit. Neither this Agreement nor any of its provisions may be <br /> amended, modified, waived or discharged except in a writing signed by both parties. <br /> 27. Amendment. <br /> 27.1. This Agreement may be amended or modified only by mutual written agreement <br /> of the parties. Consultant shall only commence work covered by an amendment after <br /> the amendment is executed and a Notice to Proceed has been provided by City's <br /> Contract Manager. <br /> 27.2. There shall be no change in Consultant's Project Manager or members of the <br /> project team, as listed in Exhibit "B", which is a part of this contract without prior written <br /> approval by the City's Contract Manager. <br /> 28. Disadvantaqed Business Enterprise (DBE) Participation. Consultant must give <br /> consideration to DBE firms as specified in 23 CFR 172.5(b), 49 CFR, Part 26, and Exhibit C, <br /> "Notice to Proposers Disadvantaged Business Enterprise Information", attached hereto and <br /> incorporated herein by this reference. In addition, Consultant must meet the DBE goal by <br /> using DBEs as subcontractors or document a good faith effort to meet the goal. If a DBE <br /> subcontractor is unable to perForm, Consultant must show a good faith effort to replace the <br /> subcontractor with another DBE subcontractor if the goal is not otherwise met in Exhibit D. <br /> Consultant must provide and sign the required Caltrans DBE forms. <br /> 28. 1 PerFormance of DBE Consultant and other DBE Subcontractors / Suppliers <br /> 28.1.1.1 A DBE performs a commercially useful function when it is responsible for <br /> execution of the work of the Contract and is carrying out its responsibilities <br /> by actually perForming, managing, and supervising the work involved. To <br /> perform a commercially useful function, the DBE must also be responsible <br /> with respect to materials and supplies used on the Contract, for <br /> negotiating price, determining quality and quantity, ordering the material, <br /> and installing (where applicable) and paying for the material itself. To <br /> determine whether a DBE is performing a commercially useful function, <br /> evaluate the amount of work subcontracted, industry practices; whether <br /> the amount the firm is to be paid under the Agreement is commensurate <br /> with the work it is actually performing; and other relevant factors. <br /> REV:09-26-13 VR <br /> ATTY/AGR/2013.169/BELLECCI&ASSOCIATES Page 10 of 38 <br /> CHARTER ST.SRTS <br />