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HCA General Terms and Conditions <br /> 40. Termination Due to Change in Funding. In the event funding from any state, federal, or other sources is <br /> withdrawn, substantially reduced, or limited in any way after the effective date of this Agreement and prior <br /> to the termination date, HCA may terminate this Agreement upon sixty (60) days' prior written notice to <br /> Contractor or upon the effective date of withdrawn or reduced funding, whichever occurs earlier. If this <br /> Agreement is so terminated, HCA shall be liable only for payment in accordance with the terms of this <br /> Agreement for services rendered prior to the effective date of termination. <br /> 41. Termination or Expiration Procedures. Upon termination of this contract HCA, in addition to any other <br /> rights provided in this contract, may require the Contractor to deliver to HCA any property specifically <br /> produced or acquired for the performance of such part of this contract as has been terminated. <br /> HCA shall pay to the Contractor the agreed upon price, if separately stated, for completed work and <br /> service accepted by HCA and the amount agreed upon by the Contractor and HCA for (i) completed work <br /> and services for which no separate price is stated; (ii) partially completed work and services; (iii) other <br /> property or services which are accepted by HCA; and (iv) the protection and preservation of property, <br /> unless the termination is for default, in which case the Agent shall determine the extent of the liability. <br /> Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of <br /> this contract. HCA may withhold from any amounts due the Contractor such sum as the Agent determines <br /> to be necessary to protect HCA against potential loss or liability. <br /> The rights and remedies of HCA provided in this section shall not be exclusive and are in addition to any <br /> other rights and remedies provided by law or under this contract. <br /> After receipt of notice of termination, and except as otherwise directed by the Agent, the Contractor shall: <br /> A. Stop work under the contract on the date, and to the extent specified in the notice; <br /> B. Place no further orders or subcontracts for materials, services, or facilities except as may be <br /> necessary for completion of such portion of the work under the contract that is not terminated; <br /> C. Assign to HCA, in the manner, at the times, and to the extent directed by the Agent, all the rights, title, <br /> and interest of the Contractor under the orders and subcontracts so terminated; in which case HCA <br /> has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such <br /> orders and subcontracts; <br /> D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br /> subcontracts, with the approval or ratification of the Agent to the extent the Agent may require, which <br /> approval or ratification shall be final for all the purposes of this clause; <br /> E. Transfer title to HCA and deliver in the manner, at the times, and to the extent directed by the Agent <br /> any property which, if the contract has been completed, would have been required to be furnished to <br /> HCA; <br /> F. Complete performance of such part of the work as shall not have been terminated by the Agent; and <br /> G. Take such action as may be necessary, or as the Agent may direct, for the protection and preservation <br /> of the property related to this contract which is in the possession of the Contractor and in which HCA <br /> has or may acquire an interest. <br /> State of Washington Page 17 of 19 Contract No.K2850 <br /> Health Care Authority <br />