Services Agreement between Walla Walla and KCPHD

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permitted or required between County and Contractor shall be given or made by personal delivery or by mailing the same to the other party at the addresses on the first page of this Agreement, or such address as either party may in writing hereinafter indicate. In the event litigation should arise concerning the enforcement, construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Walla Walla. This Agreement shall be governed by the laws of the State of Washington. 20. Order of Precedence. In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence, in the following order, to: 19.1 Applicable federal and State of Washington statutes and regulations; 19.2 General Terms and Conditions contained in this Agreement; 19.3 Special Terms and Conditions contained in this Agreement; 19.4 Exhibits, if any, as indicated on page one (1) of this Agreement; 19.5 Any other material incorporated herein by reference. 21. Ownership Of Material. Material created by Contractor and paid for by County as a part of this Agreement shall be owned by County and shall be "work made for hire" as defined by Title 17 USCA, Section 101. This material includes, but is not limited to: books; computer programs; documents; films; pamphlets; reports; sound reproductions; studies; surveys; tapes; and/or training materials. Material which Contractor uses to perform this Agreement but which is not created for or paid for by County is owned by Contractor. 22. Records. The parties to this Agreement shall comply with all Federal and State laws and regulations governing privacy, confidentiality or security of records, including without limitation, the Washington Uniform Healthcare Information Act, Chapter 70.02 RCW, Medical Records — Health Care Information Access and Disclosure; Chapter 42.17 RCW, Disclosure — Campaign Finances — Lobbying — Records; and the Health Insurance Portability and Accountability Act, including but not limited to the "HIPAA Privacy Rule," 45 CFR Parts 160 and 164. 22.1. Financial Records. Contractor shall have a system of accounting and internal controls in compliance with generally accepted accounting principles and standards, and shall maintain sufficient books, records, documents, reports and other evidence to accurately document all costs incurred in relationship to contracted services. 22.2. Clinical/Consumer Service Records. The Contractor shall comply with all state and federal requirements regarding the maintenance and content of records relating to services provided to individual clients under this Agreement. 23. Right to Review and Record Retention. This Agreement may be subject to review by any Federal or State auditor. County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by County. Such review may occur with or without notice, and may include, but is not limited to, on site inspection by County Agents or employees, inspection of all records or other materials which County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. Contractor shall preserve and maintain all #18- — General Terms and Conditions Page 6 of 10