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