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7.5 Any Party to this Agreement may inspect and review all records maintained in connection <br />with such fund at any reasonable time. <br />8. LATECOMERS. A county or city government in King County lying wholly or partially within the <br />management area of or with a major interest in WRIA 9 which has not become a Party to this <br />Agreement within twelve (12) months of the effective date of this Agreement may become a Party <br />by obtaining written consent of all the Parties to the Agreement. The provisions of Section 5 <br />herein otherwise governing decisions of the WRIA 9 ILA Parties shall not apply to this section. <br />The Parties of the Agreement and any governments seeking to become a Party shall jointly <br />determine the terms and conditions under which a government may become a new Party. The <br />terms and conditions shall include payment of an amount by the new Party to the WRIA 9 Fiscal <br />Agent. The amount of payment is determined jointly by the existing WRIA 9 ILA Parties and the <br />new Party. The payment of the new Party is to be a fair and proportionate share of all costs <br />associated with activities undertaken by the WRIA 9 ILA Parties as of the date the government <br />becomes a new Party. Any government that becomes a Party pursuant to this section shall <br />thereby assume the general rights and responsibilities of all other Parties. <br />9. TERMINATION. <br />9.1 Termination can only occur on an annual basis, beginning on January 1 of each calendar <br />year, and then only if the terminating Party, through action of its governing body, provides <br />at least sixty (60) days' prior written notice of its intent to terminate. The terminating Party <br />shall remain fully responsible for meeting all of its funding and other obligations through <br />the end of the calendar year in which such notice is given, together with any other costs <br />that may have been incurred on behalf of such terminating Party up to the effective date <br />of such termination. It is possible that the makeup of the Parties to this Agreement may <br />change from time to time. Regardless of any such changes, the Parties choosing not to <br />exercise the right of termination shall each remain obligated to only meet their respective <br />share of the obligations of the WRIA 9 ILA Parties as reflected in the annual budget. <br />The shares of any terminating Party shall not be the obligation of any of the Parties not <br />choosing to exercise the right of termination. <br />9.2 This Agreement may be terminated in its entirety at any time by the written agreement of <br />all of the Parties. In the event this Agreement is terminated all unexpended funds shall <br />be refunded to the Parties pro rata based on each Party's cost share percentage of the <br />total budgeted funds and any real or personal property acquired to carry out the purposes <br />of this Agreement shall be returned to the contributing Party if such Party can be <br />identified, and if the Party cannot be identified, the property shall be disposed of and the <br />proceeds distributed pro rata as described above for unexpended funds. <br />10. HOLD HARMLESS AND INDEMNIFICATION. To the extent permitted by state law as to city <br />and county governments, and federal law as governing to tribes, and for the limited purposes set <br />forth in this Agreement, each Party shall protect, defend, hold harmless and indemnify the other <br />ILA_ WRIA9_2016 - 2025_05- 14- 2015.docx Page 10 <br />