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DocuSign Envelope ID: 94D165AB-F367-4157-8526-77F15FF93CD8 18. ASSIGNMENT AND USE OF SUBAGENTS In accordance with RCW 46.01.140, Agent may contract with Subagents to perform duties authorized under RCW 46.01.140(4). A copy of the standard Subagent Agreement template is incorporated herein by this reference. No other subcontracting or assignments of this agreement are allowed, unless previously approved in writing by DOL. DOL is not a party to the Subagent Agreement. The Agent is responsible for its Subagent's compliance with this Agreement and shall further ensure that the Subagent follows the Department's reporting formats and procedures as specified by the Department. Where DOL identifies incidents of non-compliance by a Subagent, DOL may terminate this Agreement with the Agent pursuant to Section 14. In no event shall the existence of a Subagent Agreement operate to release or reduce the liability of the Agent to DOL for any breach in the performance of the Agent's or Subagent's duties. Selection of Subagent: Agent must use an open competitive process as set forth in RCW 46.01.140. Only upon completion of an open competitive process, and upon the completion of a criminal background check on all Subagent Appointees, the Agent will make a recommendation to the DOL Director for appointment of the Subagent. Appointment of Subagent: The Director of DOL has final appointment authority for all Subagents. Agent may not enter into the Subagent Agreement with the Subagent until DOL provides written notice of the Director's appointment for that Subagent. If Agent terminates its Subagent Agreement, DOL's appointment for that Subagent is automatically cancelled. 19. DISPUTES The parties agree the services of this Agreement concern the best interest of the public, therefore all disputes under this Agreement are to be resolved as amicably and as timely as possible. Good Faith Efforts: The parties agree to in good faith promptly resolve any dispute, controversy or claim arising out of or relating to this Agreement, through negotiations between senior management of the parties. If the dispute cannot be resolved within 30 calendar days of initiating such negotiations, the parties may agree upon an alternative dispute resolution process. Unless the parties agree that submission to alternative dispute resolution would be futile, this provision is a prerequisite to either party filing an original action in superior court. Continued Performance: Pending dispute resolution or court action, both parties will continue to carry out their respective responsibilities under this Agreement. Exception for Breach: The dispute process herein does not apply to any determination of Breach, corrective action, or a suspension or termination for cause, which is disputed as set forth in Section 13 D. 20. GOVERNING LAW AND VENUE The laws of the state of Washington govern this Agreement. In the event of a lawsuit or other legal action involving this Agreement, the venue will be Thurston County Superior Court. Order of Precedence: In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency is to be resolved by giving precedence in the following order: 1) Applicable federal and state statutes and regulations 2) Terms and Conditions of this Agreement 3) Statement of Work, Attachment A 4) Data Security Requirements, Attachment B WA State Department of Licensing Page 12 of 26 DOL Reference # K6984 Version: January 2020 Agent Agreement County Reference # VO 1901