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of the parties that the Indemnitee shall, in all instances, except for claims arising <br />solely from the negligent or willful acts or omissions of the Indemnitee, be <br />indemnified by the contractor from and against any and all Claims. <br />SECTION 35: SUBCONTRACTS & SUB -AWARDS <br />Subrecipient shall not, without MLE's prior written consent, enter into any subcontracts orfollow- <br />on sub -recipient sub -awards (work carried out by parties other than the Subrecipient) for any of <br />the work required of Subrecipient under this Agreement. Subrecipient's consent to any <br />contract, subcontract, sub -award will not relieve Subrecipient of any of its duties or obligations <br />under this Agreement. <br />SECTION 36: TIME IS OF THE ESSENCE <br />Time is of the essence in Subrecipient's performance of its obligations under this Agreement. <br />SECTION 37: MERGER AND WAIVER <br />This Agreement and all Exhibits and Attachments, if any, constitute the entire agreement <br />between the Parties on the subject matter hereof. There are no understandings, agreements, <br />or representations, oral or written, not specified herein regarding this Agreement. No waiver or <br />consent under this Agreement binds either Party unless in writing and signed by both Parties. <br />Such waiver or consent, if made, is effective only in the specific instance and for the specific <br />purpose given. <br />Failure by MLE to insist upon the strict performance of any provision of this agreement shall not <br />affect MLE's right to require strict performance of the same provision in the future or any other <br />provision. Failure by MLE to exercise any right based upon a breach, or acceptance by MLE <br />of performance during such breach, shall not constitute a waiver of any of its rights or remedies <br />with respect to such breach. <br />EACH PARTY, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY <br />ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND <br />AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. <br />SECTION 38: RECORDS MAINTENANCE AND ACCESS <br />Subrecipient shall maintain all financial records relating to this Agreement in accordance with <br />generally accepted accounting principles. In addition, Subrecipient shall maintain any other <br />records, books, documents, papers, plans, records of shipments and payments and writings of <br />Subrecipient, whether in paper, electronic or other form, that are pertinent to this Agreement in <br />such a manner as to clearly document Subrecipient's performance. All financial records, other <br />records, books, documents, papers, plans, records of shipments and payments and writings of <br />Subrecipient, whether in paper, electronic or other form, that are pertinent to this Agreement, <br />are collectively referred to as "Records." Subrecipient acknowledges and agrees that <br />Washington State Parks and Recreation Commission and the federal government and their <br />duly authorized representatives will have access to all Records to perform examinations and <br />audits and make excerpts and transcripts. Subrecipient shall retain and keep accessible all <br />Records for a minimum of six (6) years, or such longer period as may be required by applicable <br />MLE 123-122 Subrecipient Agreement - Boating Program (FFA Grant Award) Page 24 of 64 <br />