2012/03/14 Council Agenda Packet

1 I 17.9 Assignment Barred Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party,except to a successor of all or substantially all of its business and properties. This provision does not prevent Cities Digital from engaging appropriate independent Cities Digital contractors to complete its work provided that City approves of such Cities Digital independent contractors,and such approval shall not be unreasonably withheld. 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)Cities Digital'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 Cities Digital shalt 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, Cities Digital 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 Cities Digital's records and documents with respect to all matters covered by this Agreement and,furthermore, Cities Digital 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 Cities Digital agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. City of Everett/Cities Digital,Inc.Software Agreement Draft 02/17/2012 Page 12 17