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Page 3 Washington State Auditor’s Office. Each party shall retain all such books, records, documents and other materials for the applicable retention period under federal and Washington law. 7.03 On‐Site Inspections. Either party or its designee may evaluate the performance of this Agreement through on‐site inspection to determine whether performance is in compliance with the standards set forth in this Agreement, and in compliance with federal, state and local laws, rules, regulations and ordinances. 7.04 Improper Influence. Each party agrees, warrants, and represents that it did not and will not employ, retain or contract with any person or entity on a contingent compensation basis for the purpose of seeking, obtaining, maintaining or extending this Agreement. Each party agrees, warrants and represents that no gratuity whatsoever has been or will be offered or conferred with a view towards obtaining, maintaining or extending this Agreement. 7.05 Conflict of Interest. The elected and appointed officials and employees of the parties shall not have any personal interest, direct or indirect, which gives rise to a conflict of interest. ARTICLE VIII DISPUTES 8.01 Time. Time is of the essence of this Agreement. 8.02 Waiver Limited. A waiver of any term or condition of this Agreement must be in writing and signed by the waiving party. Any waiver of a term or condition of this Agreement shall apply only to the specific act, occurrence or omission and shall not constitute a waiver as to any other term or condition or future act, occurrence or omission. 8.03 Attorney's Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, each party shall pay its own attorney's fees incurred in that action, arbitration or proceeding. 8.04 Governing Law and Venue. This Agreement shall be governed exclusively by the laws of the State of Washington. The Kittitas County Superior Court shall be the sole proper venue for any and all suits brought to enforce or interpret the provisions of this Agreement. ARTICLE IX GENERAL PROVISIONS 9.01 Assignment. Neither party may assign its rights or delegate its duties under this Agreement, whether by assignment, further, subcontract or other means. Any such attempted assignment or delegation shall be void and shall constitute a material breach of this Agreement. 9.02 Entire Agreement. This Agreement constitutes the entire agreement between the parties. There are no understandings or agreements between parties other than those set forth