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party's waiver of immunity does not extend to claims made by its employees directly against the Party as employer. The foregoing indemnification obligations of the Parties are a material inducement to enter into this Agreement and have been mutually negotiated. An indemnified Party under this section reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation r6utt nbt constitute a waiver of the indemni$'ing party's indemnity obligations under this Agreement. The Parties hereby certiff that these indemnification provisions were mutually negotiated and agreed to by the Parties, and will survive the completion, expiration, or termination of this Agreement. ARTICLE X PERFORMANCE OF AGREEMENT l0.l COMpLIANCE WITH ALL LAWS: Each Party shall comply with all federal, state, and local laws, rules, regulations and ordinances applicable to the performance of this Agreement, including without limitation, all those pertaining to wages and hours, confidentiality, disabilities, and discrimination. I0.Z MAINTENANCE, AND AUDIT OF RECORDS: Each Party shall maintain books, records, documents, and other materials relevant to its performance under this Agreement. These records shall be subject to inspection, review and audit by either firty or its designee, and the Washington State Auditor's Office. Each Party shall retain all such books, records, documents, and other materials for the applicable retention period under federal and Washington law. 10.3 ON-SITE INSPECTIONS: Either Party or its designee may evaluate the performance of this Agreement through on-site inspection to determine whether performance is in compliance with the standards set forth in this Agreement, and in compliance with federal, state, and local laws, rules, regulations and ordinances' 10.4 TREATMENT OF ASSETS AND PROPERTY:No fixed assets or personal or real property will be jointly or cooperatively acquired, held, used, or disposed of pursuant to this Agreement. 10.5 IMpROPER INFLUENCE: Each Party agrees, warrants and represents that it did not and will not employ, retain or contract with any person or entity on a contingent compensation basis for the purpose of seeking, obtaining, maintaining, or extending this Agreement. Each Party agrees, waffants, and represents that no gratuity whatsoever has been or will be offered or conferred with a view towards obtaining, maintaining, or extending this Agreement. 10.6 CONFLICT OF INTEREST: The elected and appointed officials and employees of the Parties shall not have any personal interest, direct or indirect, in this Agreement which gives rise to a conflict of interest. Kittitas County and City of Cle Elun Interlocal Agreemenl for Certified Acceptance Services