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Management should be set in writing, and provided in advance of the change, or as soon thereafter as possible. Each party bears the consequences of a missed communication or notice, if delivery of such matter was not received because of that party's failure to provide updated Agreement Management information. 18. ASSIGNMENT AND USE OF SUBCONTRACTORS This Agreement may not be assigned by either Party. Subagent may not enter into subcontracts for any work or services related to the subject matter of this Agreement without the prior written approval of the Agent. This clause does not include contracts of employment between the Subagent and personnel employed to work for the Subagent. 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 This Agreement is governed by the laws of the state of Washington. Venue of any lawsuit filed by any party against the other party arising in whole or in part of this Agreement must be in the Superior Court of the County where the Agent is located. Order of Precedence: In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall 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 5) Title VI Compliance, Attachment C 6) DOL Policy and Procedure, Attachment D County Agent/Subagent Contract: Page 14 of 28 County VLO #VO1904 Version: January 2020 Agent/Subagent Agreement