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DocuSign Envelope ID: 62955F1D-7A37-4CB0-A8D8-2BA7ADB5515E <br />37. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this contract, the EXCHANGE may, by 10 calendar days written notice, <br />beginning on the second day after the mailing, terminate this contract, in whole or in part. If this <br />Contract is so terminated, the EXCHANGE shall be liable only for payment required under the terms <br />of this Contract for services rendered or goods delivered prior to the effective date of termination. <br />38. TERMINATION FOR FUNDING CONTINGENCY <br />In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way <br />afterthe effective date of this Contract and priorto normal completion, the EXCHANGE may terminate <br />this Contract without advance notice, subject to renegotiation under those new funding limitations <br />and conditions. <br />39. TERMINATION PROCEDURES <br />Upon termination of this contract, the EXCHANGE, in addition to any other rights provided in this <br />contract, may require the CONTRACTOR to deliver to the EXCHANGE any property specifically <br />produced or acquired for the performance of such part of this Contract as has been terminated. The <br />provisions of the "Treatment of Assets" clause shall apply in such property transfer. <br />The EXCHANGE shall pay to the CONTRACTOR the agreed upon price, if separately stated, for <br />completed work and services accepted by the EXCHANGE, and the amount agreed upon by the <br />CONTRACTOR and the EXCHANGE for (i) completed work and services for which no separate price is <br />stated, (ii) partially completed work and services, (iii) other property or services that are accepted by <br />the EXCHANGE, and (iv) the protection and preservation of property, unless the termination is for <br />default, in which case the AGENT shall determine the extent of the liability of the EXCHANGE. Failure <br />to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of <br />this contract. The EXCHANGE may withhold from any amounts due the CONTRACTOR such sum as <br />the AGENT determines to be necessary to protect the EXCHANGE against potential loss or liability. <br />The rights and remedies of the EXCHANGE provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of a notice of termination, and except as otherwise directed by the AGENT, the <br />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 the EXCHANGE, in the manner, at the times, and to the extent directed by the AGENT, <br />all of the rights, title, and interest of the CONTRACTOR under the orders and subcontracts so <br />terminated, in which case the EXCHANGE has the right, at its discretion, to settle or pay any or all <br />claims arising out of the termination of such 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 AGENT may require, <br />which approval or ratification shall be final for all the purposes of this clause; <br />E. Transfer title to the EXCHANGE and deliver in the manner, at the times, and to the extent directed <br />by the AGENT any property which, if the Contract had been completed, would have been required <br />to be furnished to the EXCHANGE; <br />HBE-349 YNHS Exhibit A — General Terms and Conditions Page 13 of 41 <br />