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Interlocal Agreement #1059 -32-2021 V. HOLD HARMLESS Except as otherwise provided herein, each party shall defend, protect, and hold harmless the other party, and its appointed and elected officials, employees , and agents from and against all liability, loss, cost, damage and expense, including but not limited to costs and attorney's fees, because of claims, suits and/or actions arising from any negligent or intentional act or omission asserted or arising or alleged to have arisen directly or indirectly out of or in consequence of the performance of this Agreement by that party's appointed or elected officials, employees, and agents . VI. RECORDS MAINTENANCE The DEPARTMENT and the Local Health Jurisdiction shall each maintain books, records , documents , and other materials , including but not limited to online data, that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records shall be subject to copying, inspection, review, or audit by personnel of either party, and other personnel duly authorized by law. The DEPARTMENT shall retain all books, records, documents, online data, and other material relevant to the services described in Addendum A , which materials shall be made available to the Local Health Jurisdiction upon request. VII. TERMINATION Except as otherwise provided for herein, either party may terminate this Agreement by giving the other party at least one hundred eighty (180) days written notice . If this Agreement is so terminated, each party shall be liable only for performance in accordance with the terms stated herein for services rendered prior to the effective date of termination . VIII. CHANGE IN FUNDING If the funding authorities of the DEPARTMENT (Federal, State, and local agencies) fail to appropriate funds to enable the DEPARTMENT to continue payment as specified in this Agreement or if the Board of Health reduces the budget of the DEPARTMENT or any program(s) and, as a result of the Board of Health's action, the DEPARTMENT's Director of Health determines there are insufficient funds to continue payment as specified in this Agreement, then the DEPARTMENT may modify or cancel this Agreement without penalty prov ided that the Local Health Jurisdiction receives at least ninety (90) days prior written notice of lack of appropriated funds as the reason for the modification or termination . Any modification of this Agreement shall be effective only upon incorporation into a written amendment as set forth in Section XI. IX. INTERPRETATION In the event of an inconsistency found in the terms and conditions contained within this Agreement , unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: • Applicable Federal and State Statutes and Regulations; • Addenda A and B ; and • The provisions of this Agreement. X. PERFORMANCE The DEPARTMENT shall perform all services in accordance with all applicable profeSSional standards and agrees that it will use only qualified , competent personnel in the execution of these services . XI. AMENDMENTS Either party may request changes to this Agreement. Proposed changes, which are mutually agreed upon, shall be incorporated by written amendments to this Agreement. No changes to this Agreement are valid or binding on either party unless first reduced to writing and signed by the Representatives of both parties . 2