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Docusign Envelope lD: CCD36BBF-645D-4579-9C75-F803991 ICFBg <br />10. ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising thereunder, is not assignable <br />or delegable by either party in whole or in part, without the express prior written consent of the othet <br />party, which consent will not be unreasonably withheld. <br />11. CONTRACT MANAGEMENT <br />The Contract Manager for each of the parties, named on the face of this Contract, will be responsible <br />for and will be the contact person for allcommunications and billings regarding the performance of <br />this Agreement. Either party must notify the other party within thirty (30) days of change of Contract <br />Management. Changes in Contract Management shall require an amendment. <br />12. DTSALLOWEp COSTq <br />The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own <br />organization or that of its Subcontractors. <br />13. DISPUTES <br />ln the event that a dispute arises under this {greement, it will be determined by a dispute board in <br />the following manner: Each party to this Agreementwill appoint one member to the dispute board. <br />The members so appointed willjointly appoint an additional member to the dispute board, The <br />dispute board will review the facts, Agreement terms and applicable statutes and rules and make a <br />determinalion of the dispute, The dispute board will thereafter decide the dispute with the majority <br />prevailing, The determination of the dispute board will be final and binding on the parties hereto. As <br />an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />14. 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 will be construed to <br />conform to those laws. <br />ln the event of an inconsistency in the terms of this Agreement, or between its terms and any <br />applicable statute or rule, the inconsistencywillbe resolved by giving precedence in the following <br />order: <br />A. Applicable Federal and $tate of Washington statutes and regulations; <br />B. Aftachment 2: Federal Compliance Certifications and Assurances; <br />C. Aftachment 1: Statement of Work; <br />D. Exhibit A: Centers of Medicare & Medicaid Seryices, Special Terms and Conditions; and <br />E. Any other provisions of the agreement, including materials incorporated by reference. <br />Washlngton State <br />Health Care Authority <br />Page 6 of 24 HCA IAA K7843