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HCA General Terms and Conditions <br /> 17. Disputes. Disputes shall be determined by a Dispute Board. Each party to this Interagency Agreement <br /> shall 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, and <br /> applicable statutes and rules and make a determination of the dispute. As an alternative to this process, <br /> either party may request intervention by the Governor, as provided by RCW 43.17.330, in which event the <br /> Governor's process shall control. Participation in either dispute process shall precede any judicial or <br /> quasi-judicial action and shall be the final administrative remedy available to the parties. <br /> 18. Force Majeure. If the Contractor is prevented from performing any of its obligations hereunder in whole <br /> or in part as a result of a major epidemic, act of God, war, terrorist acts, civil disturbance, court order, or <br /> any other cause beyond its control, such nonperformance shall not be grounds for termination for default. <br /> Immediately upon the occurrence of any such event, the Contractor shall commence to use its best efforts <br /> to provide, directly or indirectly, alternate and, to the extent practicable, comparable performance. Nothing <br /> in this Section shall be construed to prevent HCA from terminating this Interagency Agreement for reasons <br /> other than for default during the period of event set forth above, or for default, if such default occurred prior <br /> to such event. <br /> 19. Fraud and Abuse Requirements. The Contractor shall report in writing all verified cases of fraud and <br /> abuse, including fraud and abuse by the Contractor's employees and/or subcontractors, within five (5) <br /> business days, to the HCA Contact designated on page one of this Interagency Agreement. The report <br /> shall include the following information: <br /> a. Subject(s) of complaint by name and either provider/subcontractor type or employee position; <br /> b. Source of complaint by name and provider/subcontractor type or employee position; <br /> c. Nature of compliant; <br /> d. Estimate of the amount of funds involved; <br /> e. Legal and administrative disposition of case. <br /> 20. Governing Law and Venue. This Interagency Agreement shall be construed and interpreted in <br /> accordance with the laws of the state of Washington and the venue of any action brought hereunder shall <br /> be in Superior Court for Thurston County. <br /> 21. Hold Harmless. <br /> a. The Contractor shall be responsible for and shall hold HCA harmless from all claims, loss, liability, <br /> damages, or fines arising out of or relating to the Contractor's, or any Subcontractor's, performance or <br /> failure to perform this Interagency Agreement, or the acts or omissions of the Contractor or any <br /> Subcontractor. <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 /> State of Washington Page 11 of 19 Contract No.K2850 <br /> Health Care Authority <br />