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22. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Purchase Agreement or any other rule of construction that might otherwise apply. 23. Notice. This Agreement shall be administered on behalf of the City by the Public Works Services Department. Any written notice between the Parties shall be sent to: City of Redwood City Public Works Services Department Attn: Justin Chapel, Public Works Superintendent 1400 Broadway Street Redwood City, CA 94063 R&B Company Attn: Reed Mack, President 605 Commercial Street San Jose, CA 95112 (408) 436-1699 Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 24. Governino Law: Jurisdiction. This Purchase Agreement shall be construed in accordance with and governed by the laws of the State of California. The purchase of Goods shall take place in Redwood City, California. For any dispute arising from this Purchase Agreement, the parties consent to jurisdiction and venue in either San Mateo Superior Court or the United States District Court for the Northern District of California. 25. Nontransferabilitv. The Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City, which may be withheld in City's sole discretion. 26. Compliance with Aoplicable Law. Vendor agrees to comply with all applicable federal, state and local law in connection with the performance of this Purchase Agreement, including the payment of prevailing wage when required. 27. Inteoration: Amendment. This Purchase Agreement represents the entire understanding of the City and the Vendor as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to the terms of this Purchase Agreement. The Purchase Agreement may not be modified except by Change Order or Addendum to Purchase Agreement. 28. Waiver. The waiver of any term, condition or provision hereof shall not be construed to be a waiver of any other such term, condition or provision, nor shall such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision. [Signature Page Follows] REV: 01-25-17 RL Page 6 of 21 ATTY/AGR.2017.015/R&B Company - Utility System Supplies Purchasing