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16. 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. 17. GOVERNING 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. 18. NONTRANSFERABILITY. The Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager, which may be withheld in his/her sole discretion. 19. DISCOUNTS. The date used as the basis for discount calculation shall be computed from the date of receipt of invoice, Goods and Services, whichever is later. 20. ARTWORK, DESIGNS ETC. If the Goods are to be produced by Vendor in accordance with designs, drawings or blueprints furnished by City, Vendor shall return same to City upon completion or cancellation of this Purchase Agreement. Such designs and the like shall not be used by Vendor in the production of materials for any third party without City's written consent. Such designs and the like involve valuable property rights of City and shall be held confidential by Vendor. 21. COMPLIANCE WITH APPLICABLE 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. 22. INTEGRATION; 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 written Amendment to Purchase Agreement. 23. INSURANCE. Subject to the discretion of the City Manager, Vendor may be required to provide, prior to the performance of Services required by this Purchase Agreement, the following minimum levels of insurance set forth in Exhibit 1, which is attached hereto and incorporated herein by reference. 24. 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: 06-19-1715 Page 5 of 9 ATTY/AGR.2017.139/ConvergeOne