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Docusign Envelope lD: C1 90C649-7OgE-4E00-A409-441 6cED8C800 ln the event that a dispute arises under this Agreement, it will be determined by a dispute board in the following manner: Each party to this Agreement will appoint one member to the dispute board' The members so appointed willjointly appoint an additional member to the dispute board. The dispute board will review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The dispute board will thereafter decide the dispute with the majority prevailing. The determination of the dispute board will be final and binding on the parties hereto' As an alternltive to this process, either of the parties may request intervention by the Governor, as provided by RCW43.17.330, in which event the Governor's process will control. 13. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement will be construed to conform to those laws. ln the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency will be resolved by giving precedence in the following order: 13.1. 13.2. 13.3. 14, INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement will not be considered for any purpose to be employees or agents of the other party' 15. RECORDS MAINTENANCE 15.1. The parties to this Agreement will each maintain books, records, documents and other evidence which suffi-iently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records will be subject to inspection, ieview or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties will have full access and the right to examine any of these materials during this Period. 15.2. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the propefi of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each Applicable Federaland state of washington statutes and regulations; Attachment 1: Statement of Work; and Any other provisions of the agreement, including materials incorporated by reference. HCA iAA K8630 Revised 0712023Washington Siate Health Care AuthoritY Page 13 of35