Resolution_MOA with Trout Unlimited

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III. PROVISOS A. Nothing in this MOA is intended to create any rights in any party not a party to this MOA nor third -party beneficiaries. B. Nothing in this MOA creates a resource obligation outside that stated within this MOA. C. This is not an exclusive agreement, and both parties reserve the right to compensate additional professional service providers. D. Indemnifieation/Hold Harmless. Kittitas County and Trout Unlimited agree to hold each other and their officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees arising out of or resulting from the acts, errors or omissions of the parties in the reasonable performance of their duties under this Agreement, except for those injuries and damages that are caused or are attributable to the negligence of the agency. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Kittitas County, Trout Unlimited, or their officers, officials, employees and volunteers, the parties' liability, including the duty and cost to defend shall be only to the extent of the responsible parties' negligence. The provisions of this section shall survive the expiration or termination of this MOA. E. Attorney's Fees. If any legal action or proceeding is commenced relating to this MOA, the prevailing party is entitled to recover its reasonable attorneys' fees and costs. F. By signing this MOA, both parties certify that neither they not their officials are not debarred, suspended, declared ineligible, or voluntarily excluded from participation in this transaction by any federal agency or department. IV. RECORDS MAINTENANCE The parties to this contract shall each maintain books, records, documents, and other evidence which 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 inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this MOAwill be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. Records and other documents, in any medium, furnished by one party to this agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. 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.