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10. M aintenal1ce of R eco rd ·. Each party hereto agrees to maintain books, records, and <br />documents using accounting procedures which accurately reflect all direct and indirect costs <br />related to the performance of the services described herein. Each party may examine the other <br />party's books and records to verify the accuracy of invoices. All books, records, documents, and <br />other materials relevant to this agreement will be retained for six (6) years after expiration of the <br />Agreement, and the Office of the State Auditor or other persons authorized by law and any persons <br />duly authorized by the parties shall have full access and the right to examine any of these materials <br />during this period. Each party will utilize reasonable security procedures and protections to ensure <br />that records and documents provided by the other party are not erroneously disclosed to third <br />parties. <br />11. Hold Harmless and Indemnification. Each Party shall hold harmless and indemnify the <br />other Party and its directors, officers, employees, agents and representatives against any and all <br />loss, liability, damage, or expense, but not including attorney's fees unless awarded by a court of <br />competent jurisdiction, for injury or death to persons, including employees of either party, and <br />damage to property, including property of either party, arising out of or in connection with <br />intentional, willful, wanton, reckless, or negligent conduct. However, neither party shall be <br />indemnified hereunder for any loss, liability, damage or expense resulting from its sole negligence <br />or willful misconduct. Any waiver in this section has been mutually negotiated by the parties and <br />this entire section shall survive the expiration or termination of this Agreement. <br />12. Warranty. Except as expressly stated herein, there are no express or implied warranties <br />respecting this Agreement or the services provided. <br />13. Ass ignment. This Agreement cannot be assigned, transferred or any portion subcontracted <br />by either party hereto without the prior written consent of the other party, which consent shall not <br />be unreasonably withheld. <br />14. Administration of Agreement. There shall be no separate legal entity created by the <br />Agreement. This Agreement shall be administered jointly by the County or designee and the City <br />or designee. <br />15 . P roperty. The terms of this Agreement do not contemplate the acquisition of any real or <br />personal property. Unless otherwise specifically agreed by the parties in writing, all property, <br />personal and real, utilized by the parties hereto in the execution of this Agreement shall remain the <br />property of that party initially owning it. <br />16. Com pliance with Laws. Each party hereto, in its performance of this Agreement, agrees to <br />comply with all applicable local, State, and federal laws and ordinances . <br />17. R~1ntion.ship of the Parties. No agent, employee, or representative of the City shall be <br />deemed to be an agent, employee or representative of the County for any purpose, and the <br />employees of the City are not entitled to any of the benefits the County provides to County <br />employees. No agent, employee, or representative of the County shall be deemed to be an agent, <br />employee or representative of the City for any purpose, and the employees of the County are not <br />entitled to any of the benefits the City provides to City employees. <br />Interlocal Agreement for Misdemeanor Diversion Services -Page 3 of 5