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or audit by personnel of both parties, other personnel duly authorized by either party, the Office of <br />the State Auditor, and federal officials so authorized by law. All books, records, documents, and <br />other material relevant to this Agreement will be retained for six years after expiration and the <br />Office of the State Auditor, federal auditors, and any persons duly authorizedby the parties shall <br />have full access and the right to examine any of these materials during this period, <br />Records and other documents, in any medium, furnished by one party to this agreement to the other <br />party, will remain the property of the furnishing pafty, unless otherwise agreed. The receiving <br />party will not disclose or make available this rnaterial to any third parties without first giving notice <br />to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize <br />reasonable security procedures and protections to assure that records and documents provided by <br />the other party are not erroneously disclosed to third parties. <br />VIII: INDEPENDENT CAPACITY <br />The employees or agents of each party who are engaged in the performance of this Agreement shall <br />continue to be employees or agents ofthat parfy and shall not be considered for any purpose to be <br />employees or agents of the other party. <br />IX: AGREEMENT ALTERATIONS AND AMENDMENTS <br />This agreement may be amended by mutual agreement of the parties. Such amendments shall not <br />be binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />X: TERMINATION <br />Either pafi may terminate this Agreement upon 30 days prior written notification to the other <br />pafty. If this Agreement is so terminated, the parties shall be liable only for performance rendered <br />or costs incurred in accordance with the terms of this Agreement prior to the effective date of <br />termination. <br />XI: GOVERNANCE <br />This contract is entered into pursuant to and under the authority granted by the laws of the State of <br />Washington and any applicable federal laws. The provisions of this agreement shall be construed <br />to conform to those laws. <br />In the event of any inconsistency in the terms of this Agreement, or between its terms and any <br />applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following <br />order: <br />a.) Applicable state and federal statutes and rules; <br />b.) Scope of work (Attachment A); and <br />c.) Any other provisions of the agreement, including materials incorporated by reference.