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allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any of the Parties to be defended were actively, passively or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to the City. 19. 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. 20. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Public Works Services Department. Any written notice between the Parties shall be sent to: City of Redwood City Public Works Services Department Attn: Public Works Superintendent, Right -of - Way 1400 Broadway Street Redwood City, CA 94063 Granite Rock Company Attn: Donita Granado 365 Blomquist Street Redwood City, CA 94063 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. 21. Governing 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. 22. Non-transferabilitv. 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. 23. Compliance with Applicable Law. Vendor agrees to comply with all applicable federal, state and local laws in connection with the performance of this Purchase Agreement, including the payment of prevailing wages when required. 24. 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 REV: 06-29-18 MI Page 5 of 8 ATTY/AGR.2018.150/Graniterock Company