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4 <br /> GENERAL TERMS AND CONDITIONS <br /> 1. Amendment. This Agreement may only be modified by a written amendment signed by both parties. <br /> Only personnel authorized to bind each of the parties may sign an amendment. <br /> 2. Assignment. The Contractor shall not assign this Agreement, its rights or obligations hereunder, <br /> without obtaining the prior written consent of DSHS. DSHS shall not recognize any assignment <br /> without such prior written consent. In the event that consent is given and this Agreement is assigned, <br /> all terms and conditions of this Agreement shall be binding upon the Contractor's successors and <br /> assigns. <br /> 3. Compliance with Applicable Law. At all times during the term of this Agreement, the Contractor <br /> shall comply with all applicable federal, state, and local laws and regulations, including but not limited <br /> to, nondiscrimination laws and regulations. <br /> 4. Confidentiality. The Contractor may use Personal Information and other information gained by <br /> reason of this Agreement only for the purpose of this Agreement. The Contractor shall not disclose, <br /> transfer, or sell any such information to any party, except as provided by law or, in the case of Personal <br /> Information, with the prior written consent of the person to whom the Personal Information pertains. <br /> The Contractor shall maintain the confidentiality of all Personal Information and other information <br /> gained by reason of this Agreement, and shall return or certify the destruction of such information if <br /> requested in writing by DSHS. <br /> 5. Debarment Certification. The Contractor, by signature to this contract certifies that the Contractor is <br /> not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily <br /> excluded from participating in this Agreement or any Program Agreement by any Federal department <br /> or agency. The Contractor also agrees to include the above requirement into any subcontracts entered <br /> into, resulting directly from the Contractor's duty to provide services under this Contract. <br /> 6. Disputes. Disputes shall be determined by a Dispute Board. Each party to this Agreement shall <br /> appoint one member to the Dispute Board. The members so appointed shall jointly appoint an <br /> additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms, <br /> and applicable statutes and rules and make a determination of the dispute. As an alternative to this <br /> process, either party may request intervention by the Governor, as provided by RCW 43.17.330, in <br /> which event the Governor's process shall control. Participation in either dispute process shall precede <br /> any judicial or quasi-judicial action and shall be the final administrative remedy available to the parties. <br /> 7. Governing Law and Venue. The laws of the state of Washington shall govern this Agreement. In the <br /> event of any action brought hereunder, venue shall be proper only in Thurston County, Washington. <br /> 8. Hold Harmless. <br /> The Contractor shall be responsible for and shall hold DSHS harmless from all claims, loss, liability, <br /> damages, or fines arising out of or relating to the Contractor's, or any Subcontractor's, performance <br /> or failure to perform this Agreement, or the acts or omissions of the Contractor or any <br /> Subcontractor. DSHS shall be responsible for and shall hold the Contractor harmless from all <br /> claims, loss, liability, damages, or fines arising out of or relating to DSHS' performance or failure to <br /> perform this Agreement. <br /> c. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, <br /> defend, and hold harmless the State and its agencies, officials, agents, or employees. 2 <br /> DSHS Central Contract Services <br /> 1735LP Agency Respite Care Interlocal(6-09-05) Page 8 <br />