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DSHS General Terms and Conditions 2 <br /> • <br /> before the expiration of the six(6) year period, the records shall be retained until all litigation, claims, or <br /> audit findings involving the records have been resolved. <br /> 12. Order of Precedence. In the event of any inconsistency or conflict between the General Terms and • <br /> Conditions and the Special Terms and Conditions of this Contract or any Program Agreement,the <br /> inconsistency or conflict shall be resolved by giving precedence to these General Terms and <br /> Conditions. Terms or conditions that are more restrictive, specific, or particular than those contained in <br /> • the General Terms and Conditions shall not be construed as being inconsistent or in conflict. <br /> 13. Severability. If any term or condition of this Contract is held invalid by any court,the remainder of the <br /> Contract remains valid and in full force and effect. <br /> 14. Survivability. The terms and conditions contained in this Contract or any Program Agreement which, <br /> by their sense and context, are intended to survive the expiration or termination of the particular <br /> agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations; <br /> Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, <br /> • Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and <br /> Treatment of Property. <br /> 15. Termination Due to Change in Funding. If the funds DSHS relied upon to establish this Contract or <br /> Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed <br /> on such funding, DSHS may immediately terminate this Contract by providing written notice to the <br /> Contractor. The termination shall be effective on the date specified in the termination notice. <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 Contracts Administrator or designee has the authority to <br /> waive any term or condition of this Contract on behalf of DSHS. <br /> • <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 /> • <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 /> DSHS Central Contract Services <br /> 1760LP IFS Recreational Opportunities(10-27-08) Page 6 <br /> 9 <br />