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7. Maintenance and Audit of Records.
<br />.7 ,L Eaoh par$ shall rnaintain books, records, doouments ancl other materiais
<br />rclevant to its perfonnance rurcler this Agreement for a.minimum of six (6) yeam after the
<br />teunination,of the Ageernent .'
<br />' 7,2 These recotds shall be subject to inspection, rcview ancl audit by either'
<br />party, the Washingfon State Auditor's Office, ot any other entiff as requhod by law,
<br />8. Lepal Relations.
<br />8,1 The that I(CSO's relation to the City shall be at all times
<br />as an contractor,offte KCSO zue and will remain
<br />employees of KCSO while perforning services unfer this Agoemenf.
<br />8,2 The City egrees to ctefend, indemnify, ancl hold harmless the KCSO and its
<br />agents from and against olaims, damages, losses, and expenses, including, butnot limitecl to,
<br />attemey's fees and 'costs and' exp'effieu;'arising out of'or rslating to the'City's acts'or ohlssions in-
<br />its performance of this Agreement, exoept for injuries and damages iaused by the acts ot
<br />omissions of the KCSO or its agents or employees, It is further specifically and expressly
<br />understodd that the indomnification obligation set forth herejn eonstihrtes fhe Cityts waiver of
<br />immunity underTitle 51 RCW, solely for the purposes of fulfilling this indemnification
<br />obligation. This walvbr has been mutually negatlaterl by the pnrtles.
<br />8.3 I(CSO agrees to clefend, indemnify, and hold hannless City and its ageng
<br />from and against claims, damages, losses, and expenses, including bui not limitecl to, attorney's
<br />fees and coqts and expensos, arising out of or resulting from its performance of fhis Agtre ement,
<br />excdpt for injuries and damagbs cdused by the acts or omissions of the City or its agents or
<br />employses. It is further speoifioally and. expressly understood that the indemnification
<br />obligation set forth herein constitutes KCSO's wbiver of irnmunity under Title 51 RCW,
<br />solely for the purposes of fulfilling this indernnifisation obligation, This ,waiver has been
<br />mutua[y negotiated by the parties.
<br />8.4 The obligations stated in subsections 8.2 and 8,3, above, will survive
<br />termination of this Agrcement for any reason, \
<br />9. Bnforcement
<br />9 ,l In the event a dispute arises regardin g any matler addrossed in or related to
<br />this Agreement, the parties agtee that before taking any court action or seeking any other legai
<br />remedy, tho parties' authorized coniactpersons listed in Section 2,3, ot their authorized designees,
<br />will participate in a good faith inlerson negotiation to resolve any such dispute.
<br />g.2 lf any legalaction, arbitrattonor other proceeding is brought for the
<br />enforcement of this Agre6menf or because of dn allagsd dispute, breach, default or
<br />misrepresenta$onin connecfionwitbaryy of theprovisioas ofthisAgrcement, eaohpatty shall pay
<br />ifs own attorney's feos incuned nthataction, atbtlratton or other prooeeding.
<br />9,3 The Kittitas County Superior Court shall be the sole ancl proper venue for
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