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f � other materials, in electronic or any other form, prepared by Contractor pursuant to this Agreement. 10. 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. 11. Time is of the Essence. Contractor agrees to ditigently 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. 12. 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, Contractor shall be entitled to payment on a pro rata basis for the services pertormed as of the date of termination, to the extent they were performed in accordance with this Agreement. 13. 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. 14. Contract Administration and Notice. This Agreement shall be administered on behaif of the City by the City Engineer, S. Peter Vorametsanti. P.E. Any written notice between the parties shall be sent to: City of Redwood City Contractor's Name Attention: Robert B. Bell Attention:€fie-Nelserr��yun �`'��°'� City Manager 2799 Miller Street PO BOX 391 San Leandro, CA; 94577 Redwood City, CA 94064-0391 (510) 614-8800 650 780-7000 75. Inte4ration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement befinreen 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 terms 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. FINAL GSA Corrpro 29000 JT 09282011 3