Agmt18 Commercial Pump & Mechanical, Inc.

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16. Intearation. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, represents the entire and integrated agreement between City and the Collaborative and supersedes all prior negotiations, representations or agreements, either written or oral. Where the terms and conditions set forth in Exhibit A conflict with the terns and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties. 17. Miscellaneous. The laws of the State of California shall govern this Agreement and all matters relating to it and venue for state court shall be in Redwood City and for federal court in San Francisco. In the performance of this Agreement, Contractor shall abide by and conform to any and all applicable laws, including, but not limited to the Redwood City Municipal Code. 18. Performance Guarantee. Contractor specifically acknowledges that City's storm water pumps must be kept in good condition in order to preserve the life expectancy of the pumps, in order to avoid costly repairs associated with inadequate maintenance, and in order to protect the life, health, and safety of the City, the residents, and property in and near the City. The work in this Agreement generally falls into two categories: (a) planned maintenance; and (b) as needed repairs and/or emergency services. It is expressly understood that City was substantially induced to select this Contractor for this Agreement due to Contractor's experience, knowledge, capability and reputation for rapid and quality storm water pump maintenance and repair service. With respect to planned maintenance, within ten (10) days after the effective date of this Agreement, Contractor will provide a written planned maintenance schedule in accordance with Exhibit A and will propose dates of service for the designated pumps for City approval. Contractor acknowledges and agrees that absent written approval of the City to alter the planted maintenance schedule, failure to perform on this schedule is a material breach of this Agreement. With respect to work as needed in the form of repairs and emergency services, time is of the essence, and Contractor acknowledges and agrees that a rapid response is a material term of this Agreement. The Contractor will provide the means for rapid contact as set forth in Exhibit A, Task 3. The parties agree that it is material breach of this Agreement if Contractor fails to respond and make repairs and/or provide emergency services rapidly and within a reasonable time frame as determined by the City in light of the immediate or non -immediate nature of the service needed, In determining a reasonable time frame for a rapid response under the circumstances, City will weigh impact to the pump life expectancy, as well as life, health, and safety impacts to the system, the City, and its residents. When a material breach of this Agreement occurs as set forth herein, City may terminate this Agreement immediately in accordance with Section 13 (Termination) and Contractor is deemed to have waived any right or claim for payment for such services under this Agreement except services previously authorized and provided under this Agreement. REV: 09-26-18 PT Page 5 of 10 ATTY/AGR.2018.231/Commercial Pump & Mechanical, Inc. / Maint. & Repair Storm Pumps