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Agreement, except with prior written consent of the WTSC, or as may be required by law.12.COST PRINCIPLESCosts incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E.13.COVENANT AGAINST CONTINGENT FEESThe SUB-RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission,brokerage, or contingent fee to solicit or secure this Agreement or to obtain approval of any applicationfor federal financial assistance for this Agreement. The WTSC shall have the right, in the event of breachof this section by the SUB-RECIPIENT, to annul this Agreement without liability.14.DISPUTES14.1.Disputes arising in the performance of this Agreement, which are not resolved by agreement of theparties, shall be decided in writing by the WTSC Deputy Director or designee. This decision shall be finaland conclusive, unless within 10 days from the date of the SUB-RECIPIENT’s receipt of WTSC’s writtendecision, the SUB-RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT’sappeal shall be decided in writing by the Director or designee within 30 days of receipt of the appeal bythe Director. The decision shall be binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abideby the decision.14.2.Performance During Dispute. Unless otherwise directed by WTSC, the SUB-RECIPIENT shallcontinue performance under this Agreement while matters in dispute are being resolved.14.3 In the event that either Party deems it necessary to institute legal action or proceedings to enforceany right or obligation under this Agreement, the Parties hereto agree that any such action or proceedingsshall be brought in the superior court situated in Thurston County, Washington.15.GOVERNANCE15.1.This Agreement is entered into pursuant to and under the authority granted by the laws of the stateof Washington and any applicable federal laws. The provisions of this Agreement shall be construed toconform to those laws.15.2.In the event of an inconsistency in the terms of this Agreement, or between its terms and anyapplicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:15.2.1.Applicable federal and state statutes and rules15.2.2.Terms and Conditions of this Agreement15.2.3.Any Amendment executed under this Agreement15.2.4.Any SOW executed under this Agreement <br />Page 9 of 21