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K. Records Maintenance <br /> The parties to this MOU shall each maintain books, records, documents and other evidence which <br /> sufficienfly 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 federal <br /> officials so authorized by law.All books,records,documents,and other material relevant to this MOU will <br /> be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any <br /> persons duly authorized by the parties shall have full access and the right to examine any of these materials <br /> during this period. <br /> Records and other documents,in any medium,furnished by one party to this MOU to the other party,will <br /> remain the property of the furnishing party,unless otherwise agreed.The receiving party will not disclose <br /> or make available this material to any third parties without first giving notice to the furnishing party and <br /> giving it a reasonable opportunity to respond.Each party will utilize reasonable security procedures and <br /> protections to assure that records and documents provided by the other party are not erroneously <br /> disclosed to third parties. <br /> L. Severability <br /> If any provision of this MOU or any provision of any document incorporated by reference shall be held <br /> invalid,such invalidity shall not affect the other provisions of this MOU,which can be given effect without <br /> the invalid provision if such remainder conforms to the requirements of applicable law and the <br /> fundamental purpose of this Agreement, and to this end the provisions of this MOU are declared to be <br /> severable. <br /> M. Termination <br /> Either party may terminate this MOU upon 30-days'prior written notification to the other party.If this <br /> MOU is so terminated, the parties shall be liable only for performance rendered or costs incurred in <br /> accordance with the terms of this MOU prior to the effective date of termination. <br /> N. Termination for Cause <br /> If for any cause, either party does not fulfill in a timely and proper manner its obligations under this <br /> MOU, or if either party violates any of these terms and conditions,the aggrieved party will give the <br /> other party written notice of such failure or violation. The responsible party will be given the <br /> opportunity to correct the violation or failure within 15-working days. If failure or violation is not <br /> corrected, this MOU may be terminated immediately by written notice of the aggrieved party to the <br /> other. <br /> O. Hold Harmless <br /> Each party to this MOU shall be responsible for its own acts and/or omissions and those of its <br /> officers,employees,and volunteers. No party to this MOU shall be responsible for the acts and/or <br /> omissions of entities or individuals not a party to this MOU. <br /> P. Nothing herein shall require or be interpreted to <br /> a. Waive any defense arising out of RCW Title 51. <br /> b. Limit or restrict the ability of either entity or employee or legal counsel for either entity <br /> or employee to exercise any right,defense or remedy which a party to a lawsuit may <br /> Washington State K12798 Page 4 of 6 <br /> Department of Corrections 22VVC <br />