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(k) IMPROPER INFLUENCE. Each party agrees, warrants and represents that it <br />did not and will not employ, retain or contract with any person or entity <br />on a contingent compensation basis for the purpose of seeking, obtaining, <br />maintaining or extending this Agreement. Each party agrees, warrants <br />and represents that no gratuity whatsoever has been or will be offered or <br />conferred with a view towards obtaining, maintaining or extending this <br />Agreement. <br />(l) MAINTENANCE AND AUDIT OF RECORDS. Each party shall maintain books, <br />records, documents and other materials relevant to its performance under <br />this Agreement. These records shall be subjected to inspection, review <br />and audit by either party or its designee, and the Washington State <br />Auditor’s Office. Each party shall retain all such books, records, <br />documents and other materials for the applicable retention period under <br />federal and Washington law. <br />(m) CONFLICT OF INTEREST. The elected and appointed officials and <br />employees of the parties shall not have any personal interest, direct or <br />indirect, in this Agreement which gives rise to a conflict of interest. <br />(n) INDEMNIFICATION. Each party agrees to be responsible and assume <br />liability for its own wrongful and/or negligent acts or omissions or those <br />of their officials, officers, agents, or employees to the fullest extent <br />permitted by law, and further agrees to save, indemnify, defend, and hold <br />the other party harmless from any such liability. It is further provided <br />that no liability shall attach to the parties by reason of entering into this <br />contract except as expressly provided herein. <br />(o) HEADINGS. The headings of sections and paragraphs of this Agreement <br />are for convenience of reference only and are not intended to restrict, <br />affect or be of any weight in the interpretation or construction of the <br />provisions of such sections or paragraphs. <br /> <br /> <br /> <br /> <br /> <br /> <br />remainder of this page intentionally left blank <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />