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6. Compliance with Other Laws: Each of the parties will comply with all applicable federal, state, and local laws and regulations governing its own purchases. 7. Master Contract Audits: Buyer agrees to cooperate with DES, the Office of the State Auditor, federal officials, or any third party authorized by law, rule, regulation or contract, in any audit conducted by such party related to any Master Contract(s) that Buyer has made purchases from pursuant to this Agreement, including providing records related to any purchase from a Master Contract. In addition, Buyer agrees to provide, upon request from DES, documentation to confirm its eligibility to use Master Contracts. 8. Dispute Resolution: If there are any disputes between Buyer and a Contractor, Buyer agrees to (a) provide DES written notice of the nature of the dispute; and (b) unless otherwise provided in the Master Contract or as set forth below, work in good faith with the Contractor to resolve the dispute without the involvement of DES. DES may, upon request, review and assist in the resolution of a dispute, and if DES chooses to do so, the Buyer will cooperate with DES in that resolution process. In its sole discretion, DES may, but is not obligated to, upon written notice to Buyer, resolve disputes with a Contractor on behalf of Buyer and all other state, local, and federal agencies, local governments, and public benefit nonprofit corporations with similar or related disputes with such Contractor. 9. No Separate Entity: No separate legal or administrative entity is intended to be created by, or for the administration of, this Agreement. 10. Hold Harmless: Each party agrees to defend, indemnify, and hold the other party harmless from any claim arising from such parry's sole negligent, reckless, or willful misconduct. 11. Entire Agreement: This Agreement sets forth the entire agreement between the parties, and supersedes any other prior written agreements between the parties, with respect to the subject matter hereof. IN WITNESS WHEREOF the parties having read this Agreement, agree to it in each and every particular, and have executed it below. APPROVED WASHINGTON STATE DEPARTMENT OF ENTERPRISE SERVICES Entity Name Signature Roselyn Marcus, Assistant Director APPROVED Signat AQ-LO oC Name/Title Nam /Title 071 /, / wt_ Date Date 2 &fi!/I p City Clerk APPROED AS CO FORM