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Page 5 of 6 <br />Agreement may be terminated immediately by written notice of the aggrieved <br />party to the other party. <br /> <br />XII. DISPUTES <br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute <br />Board in the following manner: Each party to this Agreement shall appoint one member to the <br />Dispute Board. The members so appointed shall jointly appoint an additional member to the <br />Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable <br />statutes and rules and make a determination of the dispute. The determination of the Dispute <br />Board shall be final and binding on the parties hereto. <br /> <br />XIII. GOVERNANCE <br />This Agreement is entered into pursuant to and under the authority granted by the laws of the <br />state of Washington and any applicable federal laws. The provisions of this Agreement shall be <br />construed to conform to those laws. <br />In the event of an inconsistency in the terms of this Agreement, or between its terms and any <br />applicable statute or rule, the inconsistency shall be resolved by giving precedence in the <br />following order: <br />A. Applicable state and federal statutes and rules; <br />B. Statement of work; and <br />C. Any other provisions of the Agreement including materials incorporated by <br />attachment or reference. <br /> <br />XIV. ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not <br />assignable or delegable by either party in whole or in part, without the express prior written <br />consent of the other party, which consent shall not be unreasonably withheld. <br /> <br />XV. SAVINGS <br />In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any <br />way after the effective date of this Agreement and prior to normal completion, the AOC may <br />terminate the Agreement under the “Termination for Convenience” clause, without the five-day <br />notice requirement, subject to renegotiation under those new funding limitations and conditions. <br />AOC, at its discretion, may also elect to amend the Agreement to reflect a budget reduction <br />without terminating the Agreement as long as AOC gives notice of the budget reduction to the <br />other party and the other party agrees to the amendment. The other party understands that <br />refusing to agree to a budget reduction amendment will necessitate termination of this <br />Agreement. <br /> <br /> <br /> <br />Docusign Envelope ID: 831EAE7D-0D72-455B-A399-034EAD490632 <br />IAA25385