GTECHNA 8/22/2018 - Laserfiche WebLink

provision,and part shall continue in full force and effect and shall be interpreted in manner consistent with the intent of the parties. 17.8 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. 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[Vendor] from engaging appropriate independent [Vendor] contractors to complete its work provided that City approves of such [Vendor] 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) [Vendor]'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 [Vendor] 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, [Vendor] 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[Vendor]'s records and documents with respect to all matters covered by this Agreement and, furthermore, [Vendor] 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. City of Everett/Gtechna Software Agreement Page 12 7/25/2018