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9. 10. 11. 12. 13. 14. 15. costs related to the performance of services described herein. Each party may examine the other party's books and records to verify the accuracy of invoices. Each party's fiscal management system shall include the capability to provide accurate and complete disclosure of all costs invoiced under this Agreement. All books, records, documents and other materials relevant to this agreement will be retained for six years after expiration of the Agreement, and the Office of the State Auditor or other persons authorized by law and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. Hold I-Iannless and [ndemniftcation. Each Party shall hold harmless and indemnify the other Party and its directors, officers, employees, agents and representatives against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, but not including attorney's fees unless awarded by a court of competent jurisdiction, for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in colUlection with intentional, willful, wanton, reckless or negligent conduct. However, neither Party shall be indemnified hereunder for any loss, liability, damage or expense resulting from its sole negligence or willful misconduct. The waivers in this section have been mutually negotiated by the parties and this entire section shall survive the expiration or termination of this Agreement. Warranty. Except as expressly stated herein, there are no express or implied warranties respecting this Agreement or the services provided. A si gnmeot. This Agreement calUlot be assigned, transferred or any portion subcontracted by either party hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld. Administration of Agreement. There shall be no separate legal entity created by the Agreement. Property. The terms of this Agreement do not contemplate the acquisition of any real or personal property. Unless otherwise specifically agreed by the parties in writing, all property, personal and real, utilized by the parties hereto in the execution of this Agreement shall remain the property of that party initially owning it. Complianc with Laws. Each party hereto, in its performance of this Agreement, agrees to comply with all applicable local, State, and Federal laws and ordinances. Relationship of the Parties. No agent, employee or representative of the County shall be deemed to be an agent, employee or representative of GCR for any purpose, GCR and its agents, employees, and representatives are not entitled to any of the benefits that Kittitas County provides to County employees. No agent, employee or representative of GCR Cost Sharing Agreement Page 3 of 5