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that any of the Indemnitees were actively, passively or concurrently negligent, or which <br />otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss, <br />damage or injury. Vendor agrees to provide this defense immediately upon written notice <br />from City, and with well qualified, adequately insured and experienced legal counsel <br />acceptable to City. <br />The Parties expressly agree that any payment, attorneys' fees, costs or expense that City <br />incurs or makes to or on behalf of an injured employee under City's self-administered <br />workers' compensation is included as a loss, expense or cost for the purposes of this <br />Section, and that this Section will survive the expiration or early termination of the Master <br />Purchase Agreement. <br />18. Contract Administration and Notice. This Master Purchase Agreement shall be <br />administered on behalf of the City by the Public Works Superintendent, Water. Any <br />written notice between the Parties shall be sent to: <br />City of Redwood City Pace Supply Corp. <br />Attention: Public Works Superintendent, Attention: Bob Alvarez <br />Water or Wastewater 630 Quinn Avenue <br />Public Works Services Department San Jose, CA 95112 <br />1400 Broadway St. <br />Redwood City, CA 94063 <br />Except as otherwise stated, all notices to be provided or that may be provided under this <br />Master Purchase Agreement must be in writing and delivered by regular and certified <br />mail. Each party will notify the other immediately of any changes of address that would <br />require any notice or delivery to be directed to another address. <br />19. Interpretation. The terms of this Master Purchase Agreement should be construed <br />in accordance with the meaning of the language used and should not be construed for or <br />against either party by reason of the authorship of this Master Purchase Agreement or <br />any other rule of construction that might otherwise apply. <br />20. Jurisdiction and Venue. Any action at law or in equity brought by either of the <br />Parties for the purpose of enforcing a right or rights provided for by this Master Purchase <br />Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, <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 />REV: 04-27-2021 MI <br />ATTY/AGR.2021.090/Pace Supply Corp. (Page 5 of 27) <br />