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'14. Conflicts Subgrantee will cooperate in the resolution of any conflict with the State of California or the U. S. Department of Labor which may occur from the activities funded under this agreement. In the event of a dispute between the Subgrantor and the Subgrantee over any part of this agreement, the dispute may be submitted to non-binding arbitration upon the consent of both the Subgrantor and the Subgrantee. An election for arbitration pursuant to this provision will not preclude either party from pursuing any remedy for relief otherwise available. 15. Audits ao The Subgrantee will maintain and make available to auditors, at all levels, accounting and program records including supporting source documentation and cooperate with all auditors. All governmental and non-profit organizations must follow the audit requirements of OMB Circular A-133 (29 CFR 97.26 and 29 CFR 95.26). The Subgrantee and/or auditors performing monitoring or audits of the Subgrantee or its sub- contracting service providers will immediately report to the Subgrantor any incidents of fraud, abuse or other criminal activity in relation to this agreement, the WIA, or its regulations. c. Before any funds are released under this agreement, the Subgrantee will describe how, if it becomes necessary, the Subgrantee will repay disallowed expenditures with non-federal funds. 16. Disallowed Costs Except to the extent that the State determines it will assume liability, the Subgrantee will be liable for and will repay, to the Subgrantor, any amounts expended under this agreement found not to be in accordance with WlA including, but not limited to disallowed costs. Such repayment will be from funds (Non-Federal), other than those received under the WIA. 17. Indemnification a. The following provision applies only if the Subgrantee is a governmental entity. Pursuant to the provision of Section 895.4 of the Califomia Government Code, each party agrees to indemnify and hold the other party harmless from all liability for damage to persons or property arising out of or resulting from acts or omissions of the indemnifying party. b. The following provision applies only if the Subgrantee is a non-governmental entity. The Subgrantee agrees to the extent permitted by law, to indemnify, defend and save harmless the Subgrantor, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, materials persons, laborers and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any persons, firms or corporations which may be injured or damaged by the Subgrantee in the performance of this agreement. 11