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13. Documents. Any reports and other material prepared by or on behalf of Contractor or any subcontractor under this Agreement (collectively, the "Documents") shall be and remain the property of Contractor. City may request copies of such Documents, and to the extent Contractor agrees to provide copies of such Documents, they may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem appropriate without further employment of or payment of any compensation to Contractor. 14. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents or subcontractors by federal or state law, Contractor warrants that such license has been obtained, is valid and in good standing, and Contractor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. 15. Time is of the Essence. Contractor agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified in Exhibit A. In the performance of this agreement,time is of the essence. 16. Termination. This Agreement may be terminated or suspended by the City upon fifteen (15) days written notice. Upon receipt of such notice from the City, Contractor shall immediately stop all work under this Agreement. In the event of termination by the City without cause, Contractor shall be entitled to payment on a pro rata basis for the services performed as of the date of termination, to the extent they were performed in accordance with this Agreement. If Contractor shall default in the performance any of the terms, conditions or covenants contained in this Agreement to be performed or observed by Contractor and Contractor does not remedy such default within thirty (30) days after written notice thereof is given to Licensee, or, if such default cannot be remedied in such period, Contractor does not commence such efforts or acts as shall be necessary to remedy the default and continue to prosecute such efforts and/or acts to completion with reasonable diligence, City may terminate this Agreement for cause. If City terminates this Agreement for cause, then Contractor shall return a pro-rata amount of any applicable Annual Support Services Fee to City. 17. Severabilitv. If any term or portion 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. 18. Contract Administration and Notice. This Agreement shall be administered on behalf of the City by Christian Hammack, the Parking and Transportation Demand Manager. Any written notice between the parties shall be sent to: City of Redwood City Vimoc Technologies Inc. Attention: Christian Hammack Attention: Tarik Hammadou Community Development Department 201 San Antonio Circle, Suite 104 1017 Middlefield Road Mountain View, CA 94040 Redwood Cit , CA 94063 Page 9 of 24 ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC REV:04-22-16JS