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REV: 03-06-26 LF <br />merit or are meritless, and whether or not such Proceedings involve claims or allegations <br />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 Division. <br />Any written notice between the Parties shall be sent to: <br />For City: <br />City of Redwood City <br />Attention: City Manager <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />(650) 780-7000 <br />With a Copy to: <br />City of Redwood City <br />Attention: Public Works <br />Superintendent - Water Division <br />1400 Broadway Street <br />Redwood City, CA 94063 <br />(650) 780-7464 <br />For Vendor: <br />HPS West, Inc. dba HydroPro Solutions <br />Attention: Chris Medrano <br />1180 E. Francis Street, Suite F <br />Ontario, CA 91761 <br />(916) 906-0754 <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 certified mail, return receipt <br />required. Each party will notify the other immediately of any changes of address that <br />would 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 />ATTY/AGR.2026.062/HPS West, Inc dba HydroPro Solutions (Cold Water Meters) (Page 5 of 10)