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b <br /> termination. <br /> TERMINATION FOR CAUSE <br /> If for any cause, either party does not fulfill in a timely and proper manner its obligations under this <br /> Agreement, or if either party violates any of these terms and conditions, the aggrieved party will <br /> give the other party written notice of such failure or violation. The responsible party will be given <br /> the opportunity to correct the violation or failure within 15 working days. If failure or violation is not <br /> corrected, this Agreement may be terminated immediately by written notice of the aggrieved party <br /> to the other. <br /> DISPUTES <br /> In the event that a dispute arises under this Agreement, a Dispute Board shall determine it in the <br /> following manner: Each party to this agreement shall appoint one member to the Dispute Board. <br /> The members so appointed shall jointly appoint an additional member to the Dispute Board. The <br /> Dispute Board shall review the facts, contract terms and applicable statutes and rules and make a <br /> determination of the dispute. The determination of the Dispute Board shall be final and binding on <br /> the parties hereto. As an alternative to this process, either of the parties may request intervention <br /> by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will <br /> control. <br /> GOVERNANCE <br /> This contract is entered into pursuant to and under the authority granted by the laws of the state <br /> 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 /> reference. <br /> 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 /> 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 under <br /> this Agreement unless stated to be such in a writing signed by an authorized representative of the <br /> 14 009-66 Page 3 cc 155LO <br />