Agmt20 Badger Meter, Inc. - Laserfiche WebLink

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that any of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. The Parties expressly agree that any payment, attorneys' fees, costs or expense that City incurs or makes to or on behalf of an injured employee under City's self-administered 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 Agreement. 18. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Management Analyst, Oscar Murillo. Any written notice between the Parties shall be sent to: City of Redwood City Badger Meter, Inc. Attention: Oscar Murillo 7220 S Fraser St. Department of Public Works Services Centennial, CO 80112 1017 Middlefield Road a Wisconsin corporation Redwood City, CA 94063 Except as otherwise stated, all notices to be provided or that may be provided under this Purchase 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. 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. 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 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 or state. 21. Nontransferability. Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager or designee, which the City Manager or designee 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 Purchase Agreement. 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. REV: 01-16-20 MI ATTY/AGR.2020.004/Badger Meter, Inc. (Page 5 of 9)