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E. Attorney's Fees. If any legal action or proceeding is commenced relating to this Agreement, the <br />prevailing party is entitled to recover its reasonable attorneys' fees and costs. <br />F. By signing this agreement, both parties certify that neither they nor their officials are not <br />debarred, suspended, declared ineligible, or voluntarily excluded from participation in this <br />transaction by any federal agency or department. <br />III. RECORDS MAINTENANCE <br />The parties to this contract shall each maintain books, records, documents and other evidence which <br />sufficiently and properly reflect all direct and indirect costs expended by either party in the performance <br />of the services described herein. These records shall be subject to inspection, review or audit by personnel <br />of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and <br />federal officials so authorized by law. All books, records, documents, and other material relevant to this <br />Agreement will be retained for six years after expiration and the Office of the State Auditor, federal <br />auditors, and any persons duly authorized by the parties shall have full access and the right to examine <br />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 party, unless otherwise agreed. The receiving party will <br />not disclose or make available this material to any third parties without first giving notice to the furnishing <br />party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security <br />procedures and protections to assure that records and documents provided by the other party are not <br />erroneously disclosed to third parties. <br />Vill: 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 of that party 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 be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />X: TERMINATION <br />Either party may terminate this Agreement upon 30 days prior written notification to the other party. If <br />this Agreement is so terminated, the parties shall be liable only for performance rendered or costs <br />incurred in accordance with the terms of this Agreement prior to the effective date of 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 to <br />conform to those laws. <br />In the event of any inconsistency in the terms of this Agreement, or between its terms and any applicable <br />statute or rule, the inconsistency shall be resolved by giving precedence in the following order: <br />