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10.2 MAINTENANCE AND AUDIT OF RECORDS: Each Parry shall maintain books, <br />records, documents, and other materials relevant to its performance under this <br />Agreement_ These records shall be subjected to inspection, review and audit by <br />either Party or its designee, and the Washington State Auditor's Office. Each Party <br />shall retain all such books, records, documents, and other materials for the applicable <br />retention period under federal and Washington law. <br />10.3 ON -SITE INSPECTIONS: Either Party or its designee may evaluate the performance <br />of this Agreement through on -site inspection to determine whether performance is in <br />compliance with the standards set forth in this Agreement, and in compliance with <br />federal, state, and local laws, rules, regulations and ordinances. <br />10.4 TREATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real <br />property will be jointly or cooperatively, acquired, held, used, or disposed of pursuant <br />to this Agreement. <br />10.5 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 <br />compensation basis for the purpose of seeking, obtaining, maintaining, or extending <br />this Agreement. Each Party agrees, warrants, and represents that no gratuity <br />whatsoever has been or will be offered or conferred with a view towards obtaining, <br />maintaining, or extending this Agreement. <br />10.6 CONFLICT OF INTEREST: The elected and appointed official and employees of the <br />Parties shall not have any personal interest, direct or indirect, in this Agreement <br />which gives rise to a conflict of interest. <br />10.7 ASSIGNMENT AND SUBCONTRACTING: No portion of this Agreement may be <br />assigned or subcontracted to any other individual, firm or entity without the express <br />and prior written approval of both parties. <br />10.8 NOTICE: Subject to the requirements of any applicable statute, any notices required <br />or permitted by law or under this Agreement shall be in writing and shall be (i) <br />personally delivered, or (ii) sent by first class certified or registered mail, return <br />receipt requested, with postage prepaid, or (iii) dispatched by facsimile transmission <br />(accompanied with reasonable evidence of receipt transmission and with a <br />confirmation copy mailed no later than the day after transmission) to the Parties' <br />addresses set forth in Article IV. <br />ARTICLE XI <br />GENERAL PROVISIONS <br />11.1 CHANGES, MODIFICATIONS, AMENDMENTS AND WAIVERS: The <br />Agreement may be changed, modified, amended, or waived only by written <br />agreement signed by the Parties and adopted by resolution of each Party's legislative <br />authority. Any waiver of a term or condition of this Agreement shall apply only to <br />the specific act, occurrence or omission and shall not constitute a waiver as to any <br />other term or condition or future act, occurrence, or omission. Waiver of breach of <br />Kittitas County and City of Cle Elum <br />Interlocal Agreement for Certified Acceptance Services <br />