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REV: 07-05-24 MI workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section will survive the expiration or early termination of the Master Purchase Agreement. 18. Contract Administration and Notice. This Master Purchase Agreement shall be administered on behalf of the City by the Public Works Superintendent, Equipment Services. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Public Works Superintendent - Equipment Services 1400 Broadway Redwood City, CA 94063 Parts Authority, LLC Attention: Government Sales Manager 535 Tennis Court Lane San Bernardino, CA 92408 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 certified mail, return receipt required. 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 Master Purchase 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. 21. Nontransferability. Vendor may not transfer or assign this Master Purchase Agreement or any Order without the prior written approval of the City Manager, which the City Manager 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 or the applicable Order. 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. ATTY/AGR.2024.096/Parts Authority, LLC (Supply of Automotive Parts) (Page 5 of 10)