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REV: 08-04-22 RL manufacture or design and allegations that the Goods or Services infringe any patent or other intellectual property right belonging to a third party. Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable claims, allegations, lawsuits or proceedings (collectively, “Proceedings”) have merit or are meritless, and whether or not such Proceedings involve claims or allegations 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 Master Purchase Agreement shall be administered on behalf of the City by the Public Works Superintendent, Water or their designee. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Public Works Superintendent, Wastewater Public Works Services Department 1400 Broadway Redwood City, CA 94063 Granite Rock Company Attention: Donita Granado 195 Blomquist St Redwood City, CA 94063 Except as otherwise stated, all notices to be provided or that may be provided under this Master 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 Master 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 Master 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. ATTY/AGR.2022.229/Granite Rock Company (Supply of Aggregate Asphalt Materials) (Page 5 of 10)