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1 <br /> 4.3 It is the intention of the parties that the price includes all expenses. Therefore,no <br /> expense shall be reimbursed unless the amount was reasonable,the expense was reasonably <br /> necessary to complete the contract,the expense was not reasonably foreseeable or included in <br /> Cities Digital's price,and the expense was approved in writing by an authorized City <br /> representative prior to Cities Digital incurring the expense. <br /> 4.4 If Cities Digital fails within a reasonable period of time,or if Cities Digital refuses,to <br /> correct defects when so requested by the City,the City may withhold from any payment <br /> otherwise due an amount that the City in good faith believes is equal to the cost to the City of <br /> correcting,re-procuring,or remedying any damage caused by Cities Digital's conduct.At its sole <br /> option,City may deduct from any payment,including a final payment(a)any damages,expenses <br /> or costs arising out of any such violations,breaches,or non-performance and(b)any other back- <br /> charges or credits. <br /> 4.5 To obtain payment,Cities Digital shall(a)file its request for payment,accompanied by <br /> evidence satisfactory to the City justifying the request for payment;(b)submit a report of the <br /> work accomplished to the pay point described in Exhibit B;and(c)comply with all applicable <br /> provisions of this Agreement. Contractor shall be paid as described in the exhibits to this <br /> Agreement. <br /> 4.6 All requests for payment should be sent to: <br /> City of Everett <br /> Attn: IT Director <br /> 2930 Wetmore Ave,Suite 6A <br /> Everett,WA 98201 <br /> 5 DOCUMENT MANAGEMENT SOFTWARE <br /> 5.1 License and Right to Use <br /> As part of Cities Digital's furnishing of the Software to the City,Cities Digital will provide to <br /> the City a Software license from Laserfiche or other software manufacturer with authority to <br /> license the Software. This license must grant to the City in perpetuity a non-exclusive user <br /> license to use(a)the Software and(b)any upgrades,maintenance releases,bug fixes or patches <br /> provided pursuant to this Agreement. <br /> If the source code for the Software, in whole or in part,is released to the City pursuant to an <br /> escrow agreement,the City may then adapt,enhance,modify or change any or all of the <br /> Software.Nothing herein requires City to furnish or license such adaptations,enhancements,or <br /> modifications from or to the software manufacturer(s). <br /> City shall not remove,obscure or alter any notice of patent,copyright,trademark,trade secret or <br /> other property right in the Software.Except for the license and rights granted herein,all rights, <br /> title and interest in the intellectual property rights in and to such software remain with the <br /> software manufacturer(s). <br /> City of Everett/Cities Digital,Inc.Software Agreement <br /> Page 2 • Draft 02/17/2012 <br /> 7 <br />