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If to Vendor:
Manteca, CA 95337
Attention: Jason Wallace
Badger Meter Inc.
4545 W Brown Deer Road
Milwaukee, WI, 53224-9536
Attention: Jennifer A Awah-Manga
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Vendor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. This Agreement may be amended only by a written document executed by both Vendor and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The patties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Vendor. Assignments of any or all rights, duties, or obligations of the Vendor under this Agreement will be permitted only with the express written consent of the City. Vendor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Vendor shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the patt of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law: Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Comt, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including comt costs, expe1t witness fees, discovery expenses, and attorneys' fees.
25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the patties 6 ATTACHMENT 1
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4545 W Brown Deer Road
Milwaukee, WI 53224-9536
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1. City to request part and quantity from Badger.
2. Badger to process request, place order and
submit invoice for payment following receipt.
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