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REV: 03-06-26 LF <br />State of California. The Parties waive all provisions of law providing for a change of venue <br />in these proceedings to any other county. <br />21. Nontransferability. Vendor may not transfer or assign this Master Purchase <br />Agreement or any Order without the prior written approval of the City Manager, which the <br />City Manager may grant or withhold in their sole discretion. <br />22. Designs; Drawings; Blueprints. If the Goods are to be produced by Vendor in <br />accordance with designs, drawings or blueprints furnished by City, Vendor will return the <br />same to City upon completion or cancellation of this Master Purchase Agreement or the <br />applicable Order. Vendor will not use such designs, drawings or blueprints in the <br />production of materials for any third party without City’s written consent. Such designs, <br />drawings or blueprints involve valuable property rights of City and will be held confidential <br />by Vendor. <br />23. Compliance with Applicable Law. Vendor agrees to comply with all applicable <br />federal, state and local law in connection with the performance of this Master Purchase <br />Agreement, including the payment of prevailing wages when required. <br />24. Integration; Amendment. This Master 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 Master <br />Purchase Agreement. No other standard terms and conditions of either party will apply to <br />this Master Purchase Agreement unless incorporated herein by reference. This Master <br />Purchase Agreement may only be modified by a change order submitted by City pursuant <br />to Section 14 or a written amendment executed by both Parties. <br />25. Insurance. Subject to the discretion of the City Manager, Vendor may be required <br />to provide, prior to the performance of Services required by this Master Purchase <br />Agreement, the following minimum levels of insurance set forth in Exhibit A. <br />26. Waiver. The waiver of any term, condition or provision hereof will not be construed <br />to be a waiver of any other such term, condition or provision, nor will such waiver be <br />deemed a waiver of a subsequent breach of the same term, condition or provision. <br />27. Electronic Signatures. If all Parties agree, electronic signatures may be used in <br />place of original signatures on this Master Purchase Agreement. Each Party intends to <br />be bound by the signatures on the electronic document, is aware that the other Parties <br />will rely on the electronic signatures, and hereby waives any defenses to the enforcement <br />of the terms of this Master Purchase Agreement based on the use of an electronic <br />signature. After all Parties agree to the use of electronic signatures, all Parties must sign <br />the document electronically. <br />(Signature page follows) <br />ATTY/AGR.2026.062/HPS West, Inc dba HydroPro Solutions (Cold Water Meters) (Page 6 of 10)