Agmt13 Magic Wave Productions, Inc.

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11. L�censes. If a license of any kind, which term is intended to include evidence of registrarion, is required of Contractor, its employees,agents or subcontractors by federal or state law, Contractor wamants that such license has been obtained, is valid and in good standing, and Contractor shall l�eep 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. 12. Time is of the Essence. Contractor agrees to diligently prosecute the services to be provided under this Agreement to completion and in accardance with the schedule specified in Eachibit A. In the performance of this agreement, time is of the essence. 13. Terminat�on. 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 AdminlstrAtlon and Notice. This Agreement shall be administered on behalf of the City by Shobuz A. Ikbal, P.E., City Engineer. Any written notice between the parties shall be sent to: City of Redwood City Magic Wave Productions, Inc. Attention: City Manager Attention: Drew Kutlik Office of the City Manager 1017 Middlefield Road Pleasanton, CA 94566 "�"2� K�c_ca�=i n►�t-P�t�Y Redwood Cit , CA 94063 ��' � 16. Inteeration. 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 negoti�tions, representations or ageements, 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 agreemcnt signed by both parties. 17. Miscellaneous. The laws of the State of C�lifornia shall govern this Agreement and all m�tters 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 �11 applicable laws, including, but not limited to the Redwood City Municipal Code. REV:11-1�-13 VR Page 3 0#S ATTY/AGR.2013.230/MAGIC WAVE_8483.45