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members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board <br />shall review the facts, agreement terms and applicable statutes and rules and make a detennination of the <br />dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. <br />GOVERNANCE <br />This Agreement is entered into pursuant to and under the authority granted by the laws of the State of <br />Washington and any applicable federal laws . The provisions of this Agreement shall be construed to <br />conform to those laws. <br />In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable <br />statute or rule, the inconsistency shall be resolved by giving precedence in the following order: <br />a. Applicable state and federal statutes and mies; <br />b. Statement of work; and <br />c. Any other provisions of the Agreement, including materials incorporated by reference. <br />ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or <br />delegable by either party in whole or in part, without the express prior written consent of the other party, <br />which consent shall not be unreasonably withheld. <br />WAIVER <br />A failure by either party to exercise its rights under this Agreement shall not preclude that party from <br />subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement <br />unless stated to be such in a writing signed by an authorized representative of the party and attached to the <br />original Agreement. <br />SEVERABILITY <br />If any provision of this Agreement or any provision of any document incorporated by reference shall be held <br />invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect <br />without the invalid provision, if such remainder confonns to the requirements of applicable law and the <br />fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be <br />severable. <br />CONTRACT MANAGEMENT <br />The program manager for each of the parties shall be responsible for and shall be the contact person for all <br />communications and billings regarding the perfonnance of this Agreement. <br />The Program Manager for the University is: <br />Lauren Zeutenhorst, Director of Executive Events and Protocol <br />Central Washington University <br />400 E. University Way <br />Ellensburg, WA 98926 <br />(p) (509) 963-3300 <br />l..m1ren.Zc11tonluJ1-st1,1).l:,v11 .cdu <br />3