Upon Signature ILA between KC and Grant County Health District (EPI)

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the possession of the other party shall be returned to the owner promptly upon completion of each task for which such personal property was utilized. 12. Records. Each party shall preserve and maintain its records relating to this Agreement for six (6) years after termination or expiration of the Agreement. Such records shall be subject to inspection, review and audit by either party, the Washington State Auditor's Office, or any other entity as required by law. Each party will diligently respond to requests for public records it receives under the Washington State Public Records Act, RCW 42.56. If Kittitas County fails to comply with the Washington State Public Records Act or any other applicable records retention or disclosure laws, and as a result, liability attaches to GCHD due to the parties' cooperation and association hereunder or due to the sharing of records and/or databases hereunder, then Kittitas County shall indemnify GCHD for the full amount of any resulting damages awarded against GCHD. If GCHD fails to comply with the Washington State Public Records Act or any other applicable records retention or disclosure laws, and as a result, liability attaches to Kittitas County due to the parties' cooperation and association hereunder or due to the sharing of records and/or databases hereunder, then GCHD shall indemnify Kittitas County for the full amount of any resulting damages awarded against Kittitas County. 13. Indemnification. Each party will be responsible for its own acts and/or omissions in its performance under this Agreement, and the acts and/or omissions of its employees, agents, officials, and registered volunteers. Neither party shall be responsible to the other party for the acts or omissions of persons or entities not a party to this Agreement. The parties agree to maintain a consolidated defense to claims made against them and to reserve all indemnity claims against each other until after liability to the claimant and damages, if any, are adjudicated. If any claim is resolved by voluntary settlement and the parties cannot agree upon apportionment of damages and defense costs, they shall submit apportionment to binding arbitration. The indemnification obligations of the parties shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act. Each party hereby expressly waives any immunity afforded by such acts to the extent required by its obligations to indemnify, defend and hold harmless the other party. A party's waiver of immunity does not extend to claims made by its employees directly against the party as employer. The foregoing indemnification obligations of the parties are a material inducement to enter into this Agreement and have been mutually negotiated. Notwithstanding any other provision to the contrary in this Agreement, for purposes of indemnification and liability hereunder GCHD shall indemnify and hold harmless Kittitas County from any and all claims, demands, lawsuits (including attorneys' fees and costs), damages and liability arising out of the performance of the Shared Epidemiologist when the Shared Epidemiologist is acting on behalf of or performing services for GCHD, as provided herein. Interlocal Agreement Page 5 of 9