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19. MISCELLANEOUS: a. ENTIRE AGREEMENT, PRECEDENCE, ACCEPTANCE MODIFICATIONS: The terms and conditions set forth herein constitute the entire understanding of the Parties relating to the provisions of the SERVICES by CONSULTANT to the CLIENT. All previous proposals, offers, and other communications relative to the provisions of these SERVICES by CONSULTANT, oral or written, are hereby superseded, except to the extent that they have been expressly incorporated by reference herein. In the event of conflict, the pages of this AGREEMENT shall govern. CLIENT may accept these terms and conditions by execution of this AGREEMENT or by authorizing CONSULTANT to begin work. Any modifications or revision of any provisions hereof or any additional provisions contained in any purchase order, acknowledgement or other document issued by the CLIENT is hereby expressly objected to by CONSULTANT and shall not operate to modify the AGREEMENT except where such action by the CLIENT is the result of a requirement from the federal agency Grantor in which CLIENT must give CONSULTANT thirty (30) days written notice prior to such modification or revision with such written notice including proof of the federal agency Grantor requirement. b. PERSONNEL: The CONSULTANT represents it has or will secure at its own expense; all personnel required in performing the services under this AGREEMENT. Such personnel shall not be employees of or have any contractual relationship with the CLIENT. The CONSULTANT may subcontract any of the work or services covered by this AGREEMENT, provided that (a) any subcontracted work or services must be the subject of a written approval, written contract, or agreement, (b) the CONSULTANT shall be responsible to CLIENT for the acts or omissions of any such subcontractor, and (c) such subcontractors shall be subject to the requirements of the program. c. REPORTS AND INFORMATION: The CONSULTANT, at such times and in such forms as the CLIENT may reasonably require, shall furnish the CLIENT periodic reports as it may request pertaining to the work or services undertaken pursuant to this AGREEMENT, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this AGREEMENT. d. DISPUTES, ATTORNEY FEES: Any dispute regarding this AGREEMENT or the SERVICES shall be resolved first by exchange of documents by senior management of the parties, who may be assisted by counsel. Any thereafter unresolved disputes shall be litigated in the state whose law governs. In the event that litigation is instituted between the parties to this AGREEMENT with regard to any matter arising pursuant to this AGREEMENT or the transactions contemplated under this AGREEMENT, the default rule is that each party pays its own costs. e. WAIVER OF TERMS AND CONDITIONS: The failure of CONSULTANT or CLIENT in any one or more instances to enforce one or more of the terms or conditions of this AGREEMENT or to exercise any right or privilege in the AGREEMENT or the waiver by CONSULTANT or CLIENT of any breach of the terms or conditions of this AGREEMENT shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no such failure to enforce had occurred. f. NOTICES: Any notices required hereunder may be sent by courier service (e.g. FedEx), orally confirmed telecopy (fax) or orally confirmed email to the addresses set forth below. Page 16