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DocuSign Envelope lD: CC3669D7-A7C0-4BFB-885E-1 86'l 461 52EBB <br />VIII. RECORDS, DOCUMENTS, AND REPORTS <br />The Court shall maintain books, records, documents and other evidence of accounting <br />procedures and practices which sufficiently and properly reflect all direct and indirect <br />costs of any nature expended in the performance of this Agreement. These records shall <br />be subject at all reasonable times to inspection, review, or audit by personnel duly <br />authorized by the AOC and the Office of the State Auditor, or so authorized by law, rule, <br />regulation or agreement. The Court will retain all books, records, documents, and other <br />material relevant to this Agreement for six years after settlement, and make them <br />available for inspection by persons authorized by this provision. <br />IX. RIGHTS OF INSPECTION <br />The Court shall provide right of access to its facilities to the AOC, or any of its officers, or <br />to any other authorized agent or Official of the State of Washington at all reasonable <br />times, in order to monitor and evaluate performance, compliance and/or quality assurance <br />under this Agreement. <br />X. DISPUTES <br />Disputes arising under this Agreement shall be resolved by a panel consisting of one <br />representative from the AOC, one representative from the Court, and a mutually agreed <br />upon third party. The dispute panel shall thereafter decide the dispute with the majority <br />prevailing. Neither party shall have recourse to the courts unless there is a showing of <br />noncompliance or waiver of this section. <br />XI. TERMINATION <br />The AOC may, in its sole discretion terminate the agreement or withhold payments <br />claimed by the Court for procured goods and services if the Court fails to satisfactorily <br />comply with any term or condition of this Agreement. <br />A. Termination for Convenience. <br />Except as otherwise provided in this Agreement, either party may terminate this <br />Agreement by providing written notice of such termination to the other party <br />specifying the effective date thereof, at Ieast five (5) business days prior to such <br />date. lf this Agreement is so terminated, the AOC shall be liable only for payment <br />for the provisions of this agreement, completed and accepted prior to the effective <br />date of termination. <br />B. Termination for Cause. <br />lf for any cause, either party does not fulfill in a timely and proper manner its <br />obligations under this Agreement, or if either party violates any of these terms and <br />conditions, the aggrieved party will give the other party written notice of such failure <br />or violation. The responsible party will be given the opportunity to correct the <br />violation or failure within fifteen (15) working days. lf failure of violation is not <br />corrected, this Agreement may be terminated immediately by written notice of the <br />aggrieved party to the other. <br />l,4.4245054 Page 3 of 6