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DocuSign Envelope ID: 62955F1D-7A37-4CB0-A8D8-2BA7ADB5515E <br />F. Complete performance of such part of the work as shall not have been terminated by the AGENT; <br />and <br />G. Take such action as may be necessary, or as the AGENT may direct, for the protection and <br />preservation of the property related to this contract, which is in the possession of the <br />CONTRACTOR and in which the EXCHANGE has or may acquire an interest. <br />40. TREATMENT OF ASSETS <br />A. Title to all property furnished by the EXCHANGE shall remain in the EXCHANGE. Title to all <br />property furnished by the CONTRACTOR, for the cost of which the CONTRACTOR is entitled to be <br />reimbursed as a direct item of cost under this contract, shall pass to and vest in the EXCHANGE <br />upon delivery of such property by the CONTRACTOR. Title to other property, the cost of which is <br />reimbursable to the CONTRACTOR under this contract, shall pass to and vest in the EXCHANGE <br />upon (i) issuance for use of such property in the performance of this contract, or (ii) <br />commencement of use of such property in the performance of this contract, or (iii) <br />reimbursement of the cost thereof by the EXCHANGE in whole or in part, whichever first occurs. <br />B. Any property of the EXCHANGE furnished to the CONTRACTOR shall, unless otherwise provided <br />herein or approved by the EXCHANGE, be used only for the performance of this contract. <br />C. The CONTRACTOR shall be responsible for any loss or damage to property of the EXCHANGE that <br />results from the negligence of the CONTRACTOR or which results from the failure on the part of <br />the CONTRACTOR to maintain and administer that property in accordance with sound <br />management practices. <br />D. If any EXCHANGE property is lost, destroyed or damaged, the CONTRACTOR shall immediately <br />notify the EXCHANGE and shall take all reasonable steps to protect the property from further <br />damage. <br />E. The CONTRACTOR shall surrender to the EXCHANGE all property of the EXCHANGE prior to <br />settlement upon completion, termination or cancellation of this contract <br />F. All reference to the CONTRACTOR under this clause shall also include CONTRACTOR'S employees, <br />agents or SUBCONTRACTORS. <br />41. U.S. Department of Treasury, Office of Foreign Assets Control <br />The Exchange complies with U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) <br />payment rules. OFAC prohibits financial transactions with individuals or organizations, which have <br />been placed on the OFAC Specially Designated Nationals (SDN) and Blocked Persons sanctions list <br />located at littp://www.treas.gov/offices/eiiforcementlofac/index.htmi. Compliance with OFAC <br />payment rules ensures that the Exchange does not conduct business with individuals or organizations <br />that have been determined to be supporters of terrorism and international drug dealing or that pose <br />other dangers to the United States. <br />Prior to making payment to individuals or organizations, the Exchange will download the current OFAC <br />SDN file and compare it to Exchange and statewide vendor files. In the event of a positive match, the <br />Exchange reserves the right to: (1) make a determination of "reasonability" before taking the positive <br />match to a higher authority, (2) seek assistance from the Washington State Office of the State <br />Treasurer (OST) for advanced assistance in resolving the positive match, (3) comply with an OFAC <br />investigation, if required, and/or (4) if the positive match is substantiated, notify the contractor in <br />writing and terminate the Contract according to the Termination for Convenience provision without <br />making payment. The Exchange will not be liable for any late payment fees or missed discounts that <br />are the result of time required to address the issue of an OFAC match. <br />HBE-349 YNHS Exhibit A — General Terms and Conditions Page 14 of 41 <br />