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DocuSign Envelope ID: 78CDD188-656B-44E9-9F46-9AFBF222884F <br />debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in <br />any Washington State or Federal department or agency from participating in transactions <br />(debarred). The Contractor agrees to include the above requirement in any and all <br />subcontracts into which it enters, and also agrees that it will not employ debarred individuals. <br />The Contractor shall immediately notify HCA if, during the term of this Contract, Contractor <br />becomes debarred. HCA may immediately terminate this Contract by providing Contractor <br />written notice, if Contractor becomes debarred during the term hereof. <br />~.14 DISPUTES <br />The parties shall use their best, good faith efforts to cooperatively resolve disputes and <br />problems that arise in connection with this Contract. Both parties will continue, without <br />delay, to carry out their respective responsibilities under this Contract while attempting to <br />resolve the dispute under this section. When a genuine dispute arises between HCA and <br />the Contractor regarding the terms of this Contract or the responsibilities imposed herein that <br />cannot be resolved at the project management level, either party may submit a request for a <br />dispute resolution to the HCA Contract Administrator who shall oversee the following Dispute <br />Resolution Process: HCA shall appoint a representative to a dispute panel; the Contractor <br />shall appoint a representative to the dispute panel; HCA's and Contractor's representatives <br />shall mutually agree on a third person to chair the dispute panel. The dispute panel shall <br />thereafter decide the dispute with the majority prevailing. <br />A party's request for a dispute resolution must: <br />3.14.1 Be in writing, <br />3.14.2 State the disputed issues, <br />3.14.3 State the relative positions of the parties, <br />3.14.4 State the remedies sought, <br />3.14.5 State the Contractor's name, address, and his/her department Contract number, <br />3.14.6 Be mailed to HCA Contracts Office, PO Box 42702, Olympia, WA 98504-2702 within <br />thirty (30) calendar days after the party could reasonably be expected to have <br />knowledge of the issue which he/she now disputes. <br />This dispute resolution process constitutes the sole administrative remedy available under <br />this Contract. The parties agree that this resolution process shall precede any action in a <br />judicial and quasi-judicial tribunal. <br />3.15 FORCE MAJEURE <br />A party shall not be liable for any failure of or delay in the performance of this Contract for <br />the period that such failure or delay is due to causes beyond its reasonable control, including <br />but not limited to: acts of God, war, strikes or labor disputes, embargoes, government orders <br />or any other force majeure event. <br />3.16 GOVERNING LAW <br />This Contract shall be governed, in all respects, by the law and statutes of the state of <br />Washington, without reference to conflict of law principles. The jurisdiction for any action <br />hereunder shall be exclusively in the Superior Court for the state of Washington and the <br />venue of any action hereunder shall be in the Superior Court for Thurston County, <br />Washington. <br />State of Washington <br />Health Care Authority <br />Page 12 of 42 HCA Contract No. K1407-1