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Docusi0n Envelope ID: 003AOF3F•13OB•4C61•A417.700441204B48 <br />9.0 Amendments. This Agreement may be unleaded by mutual agreement of the parties. <br />Amendments shall be in writing and signed by personnel authorized to bind each of the parties. <br />10.0 Termination for convenience. Lather party may terminate this Agreement upon 30 <br />calendar days' prior written notice to the other party. If this Agreement is terminated, the parties <br />shall be liable only for performance rendered or costs Incurred in accordance with the terms of <br />this Agreement prior to the effective date; of termination. <br />11.0 "termination for Cause. If for any cause either party does not fulfill in a timely and <br />proper manner its obligations under this Agreement, or If either party violates any of the terms <br />and conditions, the aggrieved party will give the other party written notice of the failure or <br />violation, The aggrieved party will give the other party 15 working days to connect the violation <br />or failure. If the failure or violation is not corrected within 15 days, the aggrieved party may <br />immediately terminate this Agreement by notifying the other party in writing. <br />12.0 Dlsputos. if a dispute arises, each party will make a good faith effort to resolve issues at <br />the lowest possible level in their respective agencies. If they cannot resolve an issue, they will <br />elevate the issue within their respective chains of command to resolve it. <br />In the event that a. dispute arises under this Agreement that cannot be resolved under the <br />preceding paragraph, it shall be determined by a Dispute Board in the fallowing manner: Bach <br />party to this Agreement shall appoint one mentbor to the Dispute Board. The members so <br />appointed shall,jointly appoint an additional member to the .Dispute Board. The Dispute board <br />shall evaluate the facts, Agreement terms, applicable statutes and rules, and make a <br />determination ofthe-disputo,'rho, determination -oftile -Dispute -Board -shall be final -and _binding - - <br />on both parties. The cost of resolution will be borne as allocated by the Dispute Hoard. <br />Alternatively, the parties may pursue a thlyd party dispute resolution as the Parties mutually <br />agree to in writing. <br />13.0 Governance. This contract Is entered Into the authority granted by the laws of the State <br />of Washington and any applicable federal laws. The provisions of this agreement $.hall be <br />construed to conform to those laws. <br />If there is 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 />(t) App I icable federal statutes and Mules <br />(2) State of Washington statutes and regulatinns <br />(3) Special terms and conditions as contained in tills basic contract instrument <br />(4) Scope or WorldDeliverables, attached as hxlOR A <br />(5) Budget, attached as Exhibit B <br />(6) Any other provisions of the agreement, including materials incorporated by <br />reference. <br />Agreement No. 93-108070 4 or 14 <br />Form upelato date: 2023.04.20 <br />Professional Services Agreement <br />Page 21 <br />