Agmt23 National Fitness Campaign

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REV: 05-17-2023 RL Director of Parks, Recreation and Community Services 1400 Roosevelt Ave. Redwood City, CA 94061 San Francisco, CA 94126 Except as otherwise stated, all notices to be provided or that may be provided under this 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. 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. 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. 21. 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. 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 ATTY/AGR.2023.110/National Fitness Campaign (National Fitness Court - Redwood Shores) (Page 5 of 10)