Agmt23 Opti-fit International Inc. Purchase Agreement

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REV: 04-18-23 RL 18. Contract Administration and Notice. This Master Purchase Agreement shall be administered on behalf of the City by the Deputy Fire Chief. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Deputy Fire Chief Redwood City Fire Department 755 Marshall Street Redwood City, CA 94063 Opti-Fit, Fitness Solutions Chad Adams cadams@opti-fit.com 408-402-1326 3756 Omec Circle Rancho Cordova, Ca 95742 Except as otherwise stated, all notices to be provided or that may be provided under this Master Purchase 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. 19. Interpretation. The terms of this Master 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 Master Purchase Agreement or any other rule of construction that might otherwise apply. 20. 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. 21. Nontransferability. Vendor may not transfer or assign this Master 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. 22. 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 Master 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. 23. Compliance with Applicable Law. Vendor agrees to comply with all applicable federal, state and local law in connection with the performance of this Master Purchase Agreement, including the payment of prevailing wages when required. 24. Integration; Amendment. This Master 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 Master ATTY/AGR.2023.082/Opti-Fit (Exercise Equipment) (Page 5 of 10)