Tadpole Cartesia Inc dba TC Technology 1/2/2008

17.10 Order of Precedence In the event of any conflict between the clauses of this Agreement, its exhibits, and any of the documents incorporated by reference,the following order of precedence applies: (a)this Agreement;(b)exhibits to this Agreement; (c)TC Technology's proposal and any changes thereto in reverse chronological order, (i.e., most recent modifies the earliest); and (d) any other documents incorporated by reference. 17.11 Waiver The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement. 17.12 Warranty of Authority Each person signing this Agreement individually and personally warrants and represents that he or she has actual and express authority to bind the entity for whom he or she signs. 17.13 Audits and Inspections TC Technology shall retain and safeguard all records relating to its work for a period of three years. Such records include,but are not limited to, payroll records. At any time during normal business hours and as often as the City may deem necessary,TC Technology shall make available to the City(or the Washington State auditor,Federal Transit Administration administrator or Comptroller General or their authorized representatives) for its examination all of TC Technology's records and documents with respect to all matters covered by this Agreement and,furthermore,TC Technology will permit the City to audit, examine and make copies,excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials,payrolls,records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 17.14 City of Everett Business License TC Technology agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 17.15 State of Washington Requirements TC Technology agrees to register and obtain any State of Washington business licenses, Department of Revenue account and/or unified business identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this Agreement. 17.16 Compliance with Federal, State and Local Laws TC Technology shall comply with and obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of work hereunder, including,but not limited to, all applicable Federal Transit Administration regulations. Page 12