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7. Maintenance and Audit of Records. <br />. 7A Each party shall maintain books, records, documents and other materials . <br />relevant to its performance under this Agreement for a minimum of six (6) years after the <br />termination.of the Agreement. <br />7.2 These records shall be subject to inspection, review and audit by either <br />party, the Washington State Auditor's Office, or any other entity as required by law. <br />8. Legal Relations. <br />8,1 The parties agee that KCSO's relation to the City shall be at all times <br />under this Agreement as an independent contractor. Employees of the KCSO are and will remain <br />employees of KCSO while performing services under this Agreement. <br />8.2 The City agrees to defend, indemnify, and hold harmless the KCSO and its <br />agents from and against claims, damages, losses, and expenses, including, but not limited to, <br />attorney's fees and -costs and expenses; arising out of or relating to the City's acts -or omissions in <br />its performance of this Agreement, except for injuries and damages caused by the acts or <br />omissions of the KCSO or its agents or employees, It is further specifically and expressly <br />understood that the indemnification obligation set forth herein constitutes the City's waiver of <br />immunity under Title 51 RCW, solely for the purposes of fulfilling this indemnification <br />obligation. This waiver has been mutually negotiated by the parties. <br />8.3 KCSO agrees to defend, indemnify; and hold harmless City and its agents <br />from and against claims, damages, losses, and expenses, including, bui not limited. to, attorney's <br />fees and costs and expenses, arising out of or resulting from its performance of this Agreement, <br />except for injuries and damages caused by the acts or omissions of the City or its agents or <br />employees. It is further specifically and expressly understood that the indemnification <br />obligation set forth herein constitutes KCSO's waiver of immunity under Title 51 RCW, <br />solely for the purposes of fulfilling this indemnification obligation. This ,waiver has been <br />mutually negotiated by the parties. <br />8.4 The obligations stated in subsections 8.2 and 8.3, above, will survive <br />termination of this Agreement for any reason. <br />9. Enforcement_, <br />9.1 In the event a dispute arises regarding any matter addressed in or related to <br />this Agreement, the parties agree that before taking any court action or seeking any other legal <br />remedy, the parties' authorized contactpersons listed in Section 2.3, or their authorized designees, <br />will participate in a ,good faith in -person negotiation to resolve any such dispute. <br />9.2 If any legal action, arbitration or other proceeding is brought for the <br />enforcement of this Agreement, or because of an alleged dispute, breach, default or <br />misrepresentation in connection with any of the provisions of this Agreement, each party shall pay <br />.its own attorney's fees incurred in that action, arbitration or other proceeding. <br />9.3 The Kittitas County Superior Court shall be the sole and proper venue for <br />