Laserfiche WebLink
DocuSign Envelope ID: 78CDD188-656B-44E9-9F46-9AFBF222884F <br />Contract or available under law, may require the Contractor to deliver to HCA any <br />property specifically produced or acquired for the performance of such part of this <br />Contract as has been terminated. <br />HCA shall pay to the Contractor the agreed upon price, if separately stated, for <br />completed work and service accepted by HCA and the amount agreed upon by the <br />Contractor and HCA for (i) completed work and services for which no separate price <br />is stated; (ii) partially completed work and services; (iii) other property or services <br />which are accepted by HCA; and (iv) the protection and preservation of property, <br />unless the termination is for default, in which case the HCA shall determine the <br />extent of the liability. Failure to agree with such determination shall be a dispute <br />within the meaning of the "Disputes" clause of this Contract. HCA may withhold from <br />any amounts due the Contractor such sum as HCA determines to be necessary to <br />protect HCA against potential loss or liability. <br />Upon receipt of notice of termination, and except as otherwise directed by the HCA, <br />the Contractor shall: <br />3.41.4.1 Stop work under the Contract on the date, and to the extent specified in <br />the notice; <br />3.41.4.2 Place no further orders or subcontracts for materials, services, or facilities <br />except as may be necessary for completion of such portion of the work <br />under the Contract that is not terminated; <br />3.41.4.3 Assign to HCA, in the manner, at the times, and to the extent directed by <br />HCA, all the rights, title, and interest of the Contractor under the orders <br />and subcontracts so terminated; in which case HCA has the right, at its <br />discretion, to settle or pay any or all claims arising out of the termination of <br />such orders and subcontracts; <br />3.41.4.4 Settle all outstanding liabilities and all claims arising out of such <br />termination of orders and subcontracts, with the approval or ratification of <br />HCA to the extent HCA may require, which approval or ratification shall be <br />final for all the purposes of this clause; <br />3.41.4.5 Transfer title to HCA and deliver in the manner, at the times, and to the <br />extent directed by HCA any property which, if the Contract has been <br />completed, would have been required to be furnished to HCA; <br />3.41.4.6 Complete performance of such part of the work as shall not have been <br />terminated by HCA; and <br />3.41.4.7 Take such action as may be necessary, or as HCA may direct, for the <br />protection and preservation of the property related to this Contract which <br />is in the possession of the Contractor and in which HCA has or may <br />acquire an interest. <br />3.41.5 TERMINATION FOR WITHDRAWAL OF AUTHORITY <br />In the event that the authority of HCA to perform any of its duties is withdrawn, <br />State of Washington <br />Health Care Authority <br />Page 21 of 42 HCA Contract No. K1407-1