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15. INDEPENDENT CAPACITY <br />The employees or agents of each party who are engaged in the performance of this Agreement will <br />not be considered for any purpose to be employees or agents of the other party. <br />16. RECORDS MAINTENANCE <br />16.1. The parties to this Agreement will each maintain books, records, documents and other <br />evidence which sufficiently and properly reflect all direct and indirect costs expended by either <br />party in the performance of the services described herein. These records will be subject to <br />inspection, review or audit by personnel of both parties, other personnel duly authorized by <br />either party, the Office of the State Auditor, and federal officials so authorized by law. All books, <br />records, documents, and other material relevant to this Agreement will be retained for six years <br />after expiration and the Office of the State Auditor, federal auditors, and any persons duly <br />authorized by the parties will have full access and the right to examine any of these materials <br />during this period. <br />16.2. Records and other documents, in any medium, furnished by one party to this Agreement to the <br />other party, will remain the property of the furnishing party, unless otherwise agreed. The <br />receiving party will not disclose or make available this material to any third parties without first <br />giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each <br />party will use reasonable security procedures and protections to assure that records and <br />documents provided by the other party are not erroneously disclosed to third parties. <br />17. TREATMENT OF ASSETS <br />17.1. Ownership <br />HCA shall retain title to all property furnished by HCA to Contractor under this contract. Title to <br />all property furnished by the Contractor, for the cost of which the Contractor is entitled to <br />reimbursement as a direct item of cost under this contract, excluding intellectual property <br />provided by the Contractor, shall pass to and vest in HCA upon delivery of such property by the <br />Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this <br />Contract, shall pass to and vest in HCA upon (i) issuance for use of such property in the <br />performance of this Contract, (ii) commencement of use of such property in the performance of <br />this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever <br />occurs first. <br />17.2. Use of Property <br />Any property furnished to Contractor shall, unless otherwise provided herein, or approved in <br />writing by the HCA Contract Manager, be used only for the performance of and subject to the <br />terms of this Contract. Contractor's use of the equipment shall be subject to HCA's security, <br />administrative and other requirements. <br />17.3. Damage to Property <br />Washington State Page 7 of 24 HCA IAA K7843 <br />Health Care Authority <br />