Resolution 2024-139 - Laserfiche WebLink

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Docusign Envelope lD: CCDSoBBF-645D-4579-9C75-F803991 1GF89 1 5. TNDEPENpENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement will not be considered for any purpose to be employees or agents of the other party. 1 6. REc-9Rp_S.MAl NIFI{ANG E 16,1. The parties to this Agreement will each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records will be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. Allbooks, records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties will have full access and the right to examine any of these materials during this period. 16.2. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this materialto any third parties without first giving notice to the furnishing party and giving it a reasonable opportunityto respond. Each party will use reasonable security procedures and protections to assure that records and documents provided bythe other party are not erroneously disclosed to third parties. 17, TREATMENT OF ASSETS 17.1. Ownership HCA shall retain title to all property furnished by HCA to Contractor under this contract. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to reimbursement as a direct item of cost under this contract, excluding intellectual property provided by the Contractor, shall pass to and vest in HCA upon delivery of such property by the Contrac'tor. Title to other property, the cost of which is reimbursable to the Contractor under this Contrac,t, shall pass to and vest in HCA upon (i) issuance for use of such property in the performance of this Contract, (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs first. 17.2. Use of Property Any property furnished to Contractor shall, unless othenruise provided hereln, or approved in writing by the HCA Contract Manager, be used only for the performance of and subject to the terms of this Contract, Contractor's use of the equipment shall be subject to HCA's security, administrative and other requirements. 17 -3. Damage to PropertY Washington State Health Care Authority Page7 ol24 HCA IAA K7843