Agmt20 Stryker Sales Corporation

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party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. 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. 19. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county or state. 20. Nontransferabilit . Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager or designee, which the City Manager or designee may grant or withhold in their sole discretion. Notwithstanding the foregoing, Vendor may assign this Agreement without the consent of City to a purchaser of all or substantially all of Vendor's assets to which this Purchase Agreement relates or in connection with Vendor's merger, consolidation, change of control or similar transaction. Any purported assignment in violation of the preceding sentence will be void. 21. Designs; Drawings; Blueprints. Intentionally omitted 22. 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 wages when required. 23. Integration; Amendment. This Purchase Agreement represents the entire understanding of City and 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. No other standard terms and conditions of either party shall apply to this Agreement unless incorporated herein by reference. This Purchase Agreement may only be modified by a change order submitted by City pursuant to Section 13 or a written amendment executed by both Parties. 24. Insurance. Subject to the discretion of the City Manager or designee, Vendor may be required to provide, prior to the performance of Services required by this Purchase Agreement, the following levels of insurance set forth in Exhibit A, which is attached hereto and incorporated herein by reference. 25. Waiver. The waiver of any term, condition or provision hereof will not be construed to be a waiver of any other such term, condition or provision, nor will such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision. IN WITNESS WHEREOF, City and Vendor have executed this Agreement as of the Effective Date. REV: 02-11-2020 RL ATTY/AGR.2020.027/Stryker Sales Corporation (Page 5 of 10)