Agmt17 PAX Water Technologies, Inc.

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Except as otherwise stated, all notices to be provided or that may be provided under this 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. 20. Governina Law: Jurisdiction. This Purchase Agreement shall be construed in accordance with and governed by the laws of the State of California. The purchase of Goods shall take place in Redwood City, California. For any dispute arising from this Purchase Agreement, the parties consent to jurisdiction and venue in either San Mateo Superior Court or the United States District Court for the Northern District of California. 21. Nontransferabilitv. The Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City, which may be withheld in City's sole discretion. 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 wage when required. 23. Integration; Amendment. This Purchase Agreement represents the entire understanding of the City and the 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. The Purchase Agreement may not be modified except by Change Order or Addendum to Purchase Agreement signed by both parties. 24. Insurance. Vendor must obtain and maintain for the duration of the agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Vendor or Vendor's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A :VI I". a. Coverages and Limits. Vendor, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Vendor's indemnification obligations under this Agreement. b. Commercial General Liabilitv Insurance. Vendor shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be Page 7 of 14 REV: 07-03-17 MI ATTY/AGR.2017.150/PAX Water Technologies - Purchase Agreement