2005/03/23 Council Agenda Packet

Agreement for Ambulance Transport Billing Services Page 6 of 7 In the event that any provision of this Agreement is held invalid, void, illegal or unenforceable, the remainder of this Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in •full force and effect and shall be interpreted in manner consistent with the intent of the parties. I. Headings for Convenience The section and subsection headings used herein are for referral and convenience only, and shall not enter into interpretation hereof. The exhibits referred to herein and attached, and to be attached hereto, are incorporated herein to the same extent as if set forth in full herein. J. Assignment Barred Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party. K. Order of Precedence This Agreement incorporates by reference the RFP, addendum, and Systems Design's proposal. 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)the RFP and addendum; (c) Systems Design's proposal; and (d) any other documents incorporated by reference. L. 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. M Audits and Inspections Systems Design shall retain and safeguard all records relating to its work for a period of three years. At any time during normal business hours and as often as the City may deem necessary, Systems Design shall make available to the City (or the Washington State auditor) for its examination all of Systems Design's records and documents with respect to all matters covered by this Agreement. N. City of Everett Business License Systems Design agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. O. Compliance with Federal, State and Local Laws Systems Design 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. P. Relationship of Parties The City and Systems Design do not intend by this Agreement to create a joint venture or any kind of partnership and neither shall have the power to bind or obligate the other party. Q. No Third Party Rights The provisions of this Agreement are intended solely for the benefit of, and may only be enforced by, the parties hereto. None of the rights or obligations of the parties herein set forth is intended to confer any claim, cause of action, remedy, defense, legal justification, indemnity, contribution claim, set-off, or other right whatsoever upon or for the benefit of any third party. 6$ http://mail.systemsdesignnw.com/view.php?Horde=c87c3 5b021 a04ee6a615aad99c4c0d8f&thi smai... 3/7/2005