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IAA25452 Page 5 of 7 <br />XII.RIGHT OF INSPECTION <br />The Court shall provide right of access to its facilities to the AOC, or any of its officers, or to any <br />other authorized agent or official of the state of Washington of the federal government at all <br />reasonable times, in order to monitor and evaluate performance, compliance, and/or quality <br />assurance under this Agreement. <br />XIII.DISPUTES <br />Disputes arising under this Agreement shall be resolved by a panel consisting of one <br />representative from the AOC, one representative from the Court, and a mutually agreed upon <br />third party. The dispute panel shall thereafter decide the dispute with the majority prevailing. <br />Neither party shall have recourse to the courts unless there is a showing of noncompliance or <br />waiver of this section. <br />XIV. TERMINATION <br />Either party may terminate this Agreement upon thirty (30) days written notice to the other party. <br />If this Agreement is so terminated, the parties shall be liable only for performance rendered or <br />costs incurred in accordance with the terms of this Agreement prior to the effective date of <br />termination. <br />XV.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.This Agreement; and <br />C.Any other provisions of the agreement, including materials incorporated by reference. <br />XVI. ASSIGNMENT <br />The work to be provided under this Agreement, and any claim arising hereunder, 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 />XVII. WAIVER <br />A failure by either party to exercise its rights under this Agreement shall not preclude that party <br />from subsequent exercise of such rights and shall not constitute a waiver of any other rights <br />under this Agreement unless stated to be such in a writing signed by an authorized <br />representative of the party and attached to the original Agreement. <br />XVIII. SEVERABILITY <br />If any provision of this Agreement, or any provision of any document incorporated by reference <br />shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which <br />can be given effect without the invalid provision and to this end the provisions of this Agreement <br />are declared to be severable. <br />Docusign Envelope ID: 6C7238B3-347F-4A8A-8171-604A18B647D4