Agmt12 Xylem Water Solutions USA, Inc.

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12. 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 and B. In the performance of this agreement, time is of the essence. 13. 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 performed as of the date of termination, to the extent they were perFormed in accordance with this Agreement. 14. 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. 15. Contract Administration and Notice. This Agreement shall be administered on behalf of the City by Terence Kyaw, Assistant Public Works director. Any written notice between the parties shall be sent to: City of Redwood City Xylem Water Solutions USA, Inc. Attention: Terence Kyaw, Asst. PW Director. Attention: Phil Spencer, Public Works Division Western Regional Manager 1400 Broadway Street 790-A Chadbourne Road Redwood Cit , CA 94063 Fairfield, CA 94534 16. Inteqration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B, 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 and B 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. 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. ATTY/AGR/2012.165/GENERAL SERVICES AGREEMENT XYLEM REV: 10-05-12 JS Page 3 of 11