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DSHS General Terms and Conditions 8 <br /> 16. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any <br /> subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and <br /> conditions of this Contract. Only the DSHS Chief Administrative Officer or designee has the authority to <br /> waive any term or condition of this Contract on behalf of DSHS. <br /> Additional General Terms and Conditions —Interlocal Agreements: <br /> 17. 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 /> 18. Hold Harmless. <br /> a. 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 /> b. 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. <br /> 19. Ownership of Material. Material created by the Contractor and paid for by DSHS as a part of this <br /> Contract shall be owned by DSHS and shall be "work made for hire" as defined by Title 17 USCA, <br /> Section 101. This material includes, but is not limited to: books; computer programs; documents; films; <br /> pamphlets; reports; sound reproductions; studies; surveys; tapes; and/or training materials. Material <br /> which the Contractor uses to perform the Contract but is not created for or paid for by DSHS is owned <br /> by the Contractor and is not "work made for hire"; however, DSHS shall have a perpetual license to use <br /> this material for DSHS internal purposes at no charge to DSHS, provided that such license shall be <br /> limited to the extent which the Contractor has a right to grant such a license. <br /> 20. Subrecipients. <br /> a. General. If the Contractor is a subrecipient of federal awards as defined by Office of Management <br /> and Budget (OMB) Circular A-133 and this Agreement, the Contractor shall: <br /> (1) Maintain records that identify, in its accounts, all federal awards received and expended and the <br /> federal programs under which they were received, by Catalog of Federal Domestic Assistance <br /> (CFDA) title and number, award number and year, name of the federal agency, and name of the <br /> pass-through entity; <br /> • (2) Maintain internal controls that provide reasonable assurance that the Contractor is managing <br /> federal awards in compliance with laws, regulations, and provisions of contracts or grant <br /> 78 <br /> DSHS Central Contract Services <br /> 1765LP IFS Recreational Opportunities(10-27-08) Page 6 <br />