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REV: 10-27-2022 RL 17. 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. 18. 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. 19. Nontransferability. 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. 20. Designs; Drawings; Blueprints. If the Goods are to be produced by Vendor in accordance with designs, drawings or blueprints furnished by City, Vendor will return the same to City upon completion or cancellation of this Purchase Agreement. Vendor will not use such designs, drawings or blueprints in the production of materials for any third party without City’s written consent. Such designs, drawings or blueprints involve valuable property rights of City and will 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 wages when required. 22. 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. 23. 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 minimum levels of insurance set forth in Exhibit “B”, which is attached hereto and incorporated herein by reference. 24. 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. 25. Electronic Signatures. If all Parties agree, electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the ATTY/AGR.2022.385/Landscape Forms, Inc. (Page 5 of 11)