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WSP Contract No. K15975 <br /> D. GENERAL TERMS AND CONDITIONS <br /> Agreement Alterations and Amendments. The Parties may mutually amend this Agreement. <br /> Such amendments shall not be binding unless they are in writing and signed by personnel <br /> authorized to bind each Party. <br /> Assignment. The work to be provided under this Agreement, and any claim arising thereunder, is <br /> not assignable or delegable by any Party in whole or in part, without the express written consent of <br /> the other Parties. <br /> Compliance with Civil Rights Laws. During the period of performance for this Agreement, the <br /> Parties shall comply with all federal and state nondiscrimination laws. <br /> Disputes. In the event that a dispute arises under this Agreement, it shall be determined by a <br /> Dispute Board in the following manner: The Chief of WSP shall appoint a member to the Dispute <br /> Board. Each Party shall appoint a member to the Dispute Board. The Chief of WSP and each Party <br /> shall jointly appoint a member to the Dispute Board. The Dispute Board shall evaluate the dispute <br /> and make a determination of the dispute. The determination of the Dispute Board shall be final and <br /> binding to all Parties to this Agreement. <br /> In Consideration Whereof. Except as otherwise agreed by the Parties hereto in individual cases, <br /> no compensation shall be paid by any Party for any assistance by one Party to the other pursuant to <br /> this Agreement <br /> Indemnification. Each Party agrees to hold harmless, defend, and indemnify the other Parties in <br /> any action or claims resulting from the acts or omissions of the employees of that Party including all <br /> costs of defense including attorney's fees. <br /> Independent Capacity. The employees or agents of each Party who are engaged in the <br /> performance of this Agreement shall continue to be employees or agents of that Party and shall not <br /> be considered for any purpose to be employees or agents of the other Party. <br /> Inspection; Maintenance of Records. During the term of this Agreement and for six years <br /> following termination or expiration of this Agreement, each Party shall maintain records sufficient to <br /> document (i) performance of all acts required by statute, regulation, rule, or this Agreement; (ii) <br /> substantiate the Party's statement of its organization's structure, tax status, capabilities and <br /> performance; and (iii) demonstrate accounting procedures, practices and records which sufficiently <br /> and properly document the Party's invoices to WSP and all expenditures made by each Party to <br /> perform as required by this Agreement. <br /> Order of Precedence. In the event of any inconsistency in the terms of this Agreement, or between <br /> its terms and any applicable statute or rule the inconsistency shall be resolved by giving precedence <br /> in the following order to: <br /> Applicable federal and state law, regulations and rules; <br /> Special Terms and Conditions contained in the Statement of Work; <br /> General Terms and Conditions contained in this Agreement <br /> Any other provision of this Agreement; and <br /> Any document incorporated by reference. <br /> Personnel. WSP officers performing work under the terms of this Agreement shall be under the <br /> direct command and control of the Chief of WSP or designee, and shall perform duties required <br /> under this Agreement in a manner consistent with WSP policy and regulations, and applicable <br /> federal, state and local laws. The assignment of WSP personnel under this Agreement shall be at <br /> the discretion of the Chief of WSP or designee. <br /> Rights in Data. Unless otherwise provided, data which originates from this Agreement shall be <br /> "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by WSP. Data <br /> shall include, but not be limited to, reports, documents, pamphlets, advertisements, books, <br /> WSP 2021 INTERAGENCY BOMB SQUAD MOU Page 4 of 6 <br />