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14 <br /> III.LEGAL CONSIDERATIONS <br /> 3.1. Compliance with Laws. The parties shall comply with all applicable <br /> federal, state and local laws, rules and regulations in performing this AGREEMENT, <br /> including,but not limited to,laws against discrimination. <br /> 3.2. Records,Inspections and Audits. The CITY will keep such full and detailed <br /> accounts as may be necessary for proper financial management under this AGREEMENT. <br /> The COUNTY may, at its sole discretion, from time to time whether before or after <br /> acquisition of the Property or termination of this AGREEMENT inspect all books and <br /> records and other materials related to any matters covered by this AGREEMENT and not <br /> otherwise privileged, belonging to the CITY or any contractor related to the acquisition of <br /> the Property, or to elect to have an audit conducted to verify acquisition-related costs <br /> through the date of the acquisition. Such books,records and other materials shall be made <br /> available for COUNTY inspection during regular business hours within a reasonable time <br /> of the request. If the COUNTY elects to conduct such an audit, it will give notice to the <br /> CITY, and such audit will be conducted as soon as is reasonably feasible thereafter, but <br /> COUNTY payments to the CITY (if any) will not be delayed pending the outcome of the <br /> audit. Such audit will be conducted by an auditor selected by the COUNTY, and the <br /> COUNTY will, except as provided herein, pay the cost of such audit. The CITY agrees to <br /> cooperate with the auditor and to make available for examination at its principal office all <br /> of its books,records, correspondence and other documents deemed necessary to conduct <br /> the audit by the auditor. If the audit reveals a variation equal to five percent(5%) or more <br /> of the cost of acquiring the Property, then the CITY will pay the cost of the audit, not to <br /> exceed$10,000. <br /> The CITY will preserve all records for a period of seven years after the COUNTY's final <br /> payment under this AGREEMENT; provided, however, that if at any time prior to the <br /> expiration of seven years after such fmal payment, the CITY proposes to dispose of any <br /> documents materially related to the acquisition of the Property,then the CITY will deliver <br /> the same to the COUNTY for disposition by the COUNTY. <br /> The COUNTY may at all times enter the Property to determine the CITY's compliance <br /> with the terms and conditions of this Agreement or to post notices. Any person or <br /> persons who may have an interest in the purposes of the COUNTY's visit may <br /> accompany the COUNTY. <br /> The CITY acknowledges and agrees that its obligations under this section 3.2 of this <br /> AGREEMENT will survive termination of this AGREEMENT. <br /> 3.3. Taxes. The CITY agrees to pay on a current basis all taxes or assessments <br /> levied on its Property related activities and the Property; PROVIDED, however, that <br /> nothing contained herein will modify the CITY's right to contest any such tax, and the <br /> CITY will not be deemed to be in default as long as it is, in good faith, contesting the <br /> validity or amount of any such taxes. <br /> Interlocal Cooperation Agreement w/City of Everett <br /> —Conservation Futures 13 9 Page 4 <br />