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LJUUUDIY1I CIIVV1UPU ILJ. %, IIUIrCLJ0%,000 <br />In the event that a dispute arises under this Agreement, it will be determined by a dispute board in <br />the following manner: Each party to this Agreement will appoint one member to the dispute board. <br />The members so appointed will jointly appoint an additional member to the dispute board. The <br />dispute board will review the facts, Agreement terms and applicable statutes and rules and make a <br />determination of the dispute. The dispute board will thereafter decide the dispute with the majority <br />prevailing. The determination of the dispute board will be final and binding on the parties hereto. As <br />an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />13. GOVERNANCE <br />This Agreement is entered into pursuant to and under the authority granted by the laws of the state of <br />Washington and any applicable federal laws. The provisions of this Agreement will be construed to <br />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 will be resolved by giving precedence in the following <br />order: <br />13.1. Applicable Federal and State of Washington statutes and regulations; <br />13.2. Attachment 1: Statement of Work; and <br />13.3. Any other provisions of the agreement, including materials incorporated by reference. <br />14. INDEPENDENT CAPACITY <br />The employees or agents of each party who are engaged in the performance of this Agreement will <br />not be considered for any purpose to be employees or agents of the other party. <br />15. RECORDS MAINTENANCE <br />15.1. The parties to this Agreement will each maintain books, records, documents and other <br />evidence which sufficiently and properly reflect all direct and indirect costs expended by either <br />party in the performance of the services described herein. These records will be subject to <br />inspection, review or audit by personnel of both parties, other personnel duly authorized by <br />either party, the Office of the State Auditor, and federal officials so authorized by law. All <br />books, records, documents, and other material relevant to this Agreement will be retained for <br />six years after expiration and the Office of the State Auditor, federal auditors, and any persons <br />duly authorized by the parties will have full access and the right to examine any of these <br />materials during this period. <br />15.2. Records and other documents, in any medium, furnished by one party to this Agreement to <br />the other party, will remain the property of the furnishing party, unless otherwise agreed. The <br />receiving party will not disclose or make available this material to any third parties without first <br />giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each <br />Washington State Page 13 of 35 HCA IAA K8630 <br />Health Care Authority Revised 07/2023 <br />