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ARTICLE VII <br />INDEMNITY <br />7.01 Claims. To the extent of its comparative liability, each party shall indemnify, <br />defend and hold the other party, its departments, elected and appointed officials, <br />employees, and agents, harmless from and against any and all claims, damages, losses <br />and expenses, including reasonable attorney's fees, for any bodily injury, sickness, <br />disease, or death, or any damage to or destruction of property, including the loss of use <br />resulting therefrom, which are alleged or proven to be caused in whole or in part by willful <br />misconduct or a negligent act or omission of the indemnifier's officers, directors, and <br />employees under thisAgreement. <br />ARTICLE VIII <br />PERFORMANCE OF AGREEMENT <br />8.1 Compliance with all Laws. Each party shall comply with all federal, state and <br />local laws, rules, regulations and ordinances applicable to the performance of this <br />Agreement, including without limitation all those pertaining to wages and hours, <br />confidentiality, disabilities and discrimination. <br />8.2 Maintenance and Audit of Records. Each party shall maintain books, records, <br />documents and other materials relevant to its performance under this Agreement. These <br />records shatl be subject to inspection, review and audit by either party or its designee, and <br />the Washington State Auditor's Office. Each party shall retain all such books, records, <br />documents and other materials for the applicable retention period under federal and <br />Washington law. <br />8.3 On-Site lnspections. Either party or its designee may evaluate the <br />performance of this Agreement through on-site inspection to determine whether performance <br />is in compliance with the standards set forth in this Agreement, and in compliance with <br />federal, state and local laws, rules, regulations and ordinances. <br />8:4 lmproper lnfluence. 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 <br />compensation basis for the purpose of seeking, obtaining, maintaining or extending this <br />Agreement. Each party agrees, warrants and represents that no gratuity whatsoever has <br />been or will be otfered or conferred with a view towards obtaining, maintaining or extending <br />this Agreement. <br />8.5 Conflict of lnterest. The elected and appointed officials and employees of <br />the parties shall not have any personal interest, direct or indirect, which gives rise to a <br />conflict ofinterest. <br />Page 3