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6.1.1. - Page 11 <br /> Contractor shall keep it in effect at all times during the term of this Agreement, and that any <br /> applicable bond has been posted in accordance with all applicable laws and regulations. <br /> 15. Time is of the Essence. Contractor agrees to diligently prosecute the services to <br /> be provided under this Agreement to completion and in accordance with the schedule specified <br /> in Exhibit A. In the performance of this agreement, time is of the essence. <br /> 16. Termination. This Agreement may be terminated or suspended by the City upon <br /> fifteen (15) days written notice. Upon receipt of such notice from the City, Contractor shall <br /> immediately stop all work under this Agreement. In the event of termination by the City, <br /> Contractor shall be entitled to payment on a pro rata basis for the services performed as of the <br /> date of termination, to the extent they were performed in accordance with this Agreement. The <br /> previous sentence notwithstanding, if City terminates this Agreement because Contractor has <br /> failed to provide the Services in accordance with this Agreement, then Contractor shall return a <br /> pro-rata amount of any applicable Annual Support Services Fee to City. <br /> 17. Severability. If any term or portion of this Agreement is held to be invalid, <br /> illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions <br /> of this Agreement shall continue in full force and effect. <br /> 18. Contract Administration and Notice. This Agreement shall be administered on <br /> behalf of the City by Christian Hammack, the Parking and Transportation Demand Manager. <br /> Any written notice between the parties shall be sent to: <br /> City of Redwood City Vimoc Technologies Inc. <br /> Attention: Christian Hammack Attention: Tarik Hammadou <br /> Community Development Department 201 San Antonio Circle, Suite 104 <br /> 1017 Middlefield Road Mountain View, CA 94040 <br /> Redwood City, CA 94063 <br /> 19. Integration. This Agreement, including the scope of work attached hereto and <br /> incorporated herein in Exhibit A, represents the entire and integrated agreement between City <br /> and the Collaborative and supersedes all prior negotiations, representations or agreements, either <br /> written or oral. Where the terms and conditions set forth in Exhibit A conflict with the terms and <br /> conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This <br /> Agreement may be modified or amended only by a subsequent written agreement signed by both <br /> parties. <br /> 20. Standard of Performance. While performing the Services, Contractor shall <br /> exercise the reasonable professional care and skill customarily exercised by reputable members <br /> of Contractor's profession practicing in the urban Northern California Area, and will use <br /> reasonable diligence and best judgment while exercising its professional skill and expertise. <br /> Conflict of Interest. If disclosure under the Political Reform Act and City's Conflict of Interest <br /> Code is required of Contractor or any of Contractor's employees, agents, or subcontractors, <br /> Contractor or Contractor's affected employees, agents, or subcontractors will complete and file <br /> ATTY/AG R/2016.082/VI MOC TECH NOLOG I ES INC. <br /> REV:04-21-16 JS <br /> Page 8 of 21 <br />