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REV: 08-14-23 MI <br />City of Redwood City <br />Attention: Lt. Junsun Lee <br />Police Department <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />LEHR <br />Attention: Contracts Management <br />9240 Prototype Dr. <br />Reno, NV 89521 <br />Except as otherwise stated, all notices to be provided or that may be provided under this <br />Purchase Agreement must be in writing and delivered by regular and certified mail. Each <br />party will notify the other immediately of any changes of address that would require any <br />notice or delivery to be directed to another address. <br />17. Interpretation. The terms of this Purchase Agreement should be construed <br />in accordance with the meaning of the language used and should not be construed for or <br />against either party by reason of the authorship of this Purchase Agreement or any other <br />rule of construction that might otherwise apply. <br />18. Jurisdiction and Venue. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this Agreement <br />will be tried in a court of competent jurisdiction in the County of San Mateo, State of <br />California. The Parties waive all provisions of law providing for a change of venue in these <br />proceedings to any other county or state. <br />19. Nontransferability. Vendor may not transfer or assign this Purchase <br />Agreement, without the prior written approval of the City Manager or designee, which the <br />City Manager or designee may grant or withhold in their sole discretion. <br />20. Designs; Drawings; Blueprints. If the Goods are to be produced by Vendor <br />in accordance with designs, drawings or blueprints furnished by City, Vendor will return <br />the same to City upon completion or cancellation of this Purchase Agreement. Vendor <br />will not use such designs, drawings or blueprints in the production of materials for any <br />third party without City’s written consent. Such designs, drawings or blueprints involve <br />valuable property rights of City and will be held confidential by Vendor. <br />21. Compliance with Applicable Law. Vendor agrees to comply with all <br />applicable federal, state and local law in connection with the performance of this Purchase <br />Agreement, including the payment of prevailing wages when required. <br />22. Integration; Amendment. This Purchase Agreement represents the entire <br />understanding of City and Vendor as to those matters contained herein. No prior oral or <br />written understanding will be of any force or effect with respect to the terms of this <br />Purchase Agreement. No other standard terms and conditions of either party shall apply <br />to this Agreement unless incorporated herein by reference. This Purchase Agreement <br />may only be modified by a change order submitted by City pursuant to Section 13 or a <br />written amendment executed by both Parties. <br />ATTY/AGR.2023.206/LEHR (MDC replacement) (Page 5 of 9)