Common use of Termination for Non-Allocation of Funds Clause in Contracts

Termination for Non-Allocation of Funds. Renegotiate the Contract under the revised funding conditions; or Suspend Contractor’s performance under the Contract upon five (5) Business Days’ advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this Contract. During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, “written notice” may include email. If the Contractor’s proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. GOVERNING LAW This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Xxxxxxxx County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State’s immunity under the 11th Amendment to the United States Constitution.

Termination for Non-Allocation of Funds. Renegotiate the Contract under the revised funding conditions; or Suspend Contractor’s performance under the Contract upon five (5) Business Days’ advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this Contract. During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, “written notice” may include email. If the Contractor’s proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. GOVERNING LAW Governing Law [I/T: 22.1; U: 22.2] This Contract shall be governed and construed in accordance with federal law of the United States and, to the extent an issue is not addressed by federal law, in accordance with the laws of the State of Washington governing interpretation of contracts. This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Xxxxxxxx County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State’s immunity under the 11th Amendment to the United States Constitution. Incorporation of Documents and Order of Precedence [I/T/U] Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: Applicable Federal and State of Washington statutes and regulations, including the applicable Codes of Federal Regulations provided in Exhibit A; Recitals Terms and Conditions; Schedule 1 A: Statement(s) of Work; Any other provision, term or material incorporated herein by reference or otherwise incorporated. Indemnification and Hold Harmless [I/T/U] Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys’ fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of Confidentiality, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract. Independent Capacity of the Contractor [I/T/U] The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. Insurance [I/T/U] General Insurance Requirements - Subject to the provisions of Subsection 296.3, Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract, as follows: Commercial General Liability Insurance Policy - Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Professional Liability Errors and Omissions – Provide a policy with coverage of not less than $1 million per claim/$2 million general aggregate. Contractor will maintain Professional Liability coverage as long as the Contractor or individual provider is providing services to HCA clients, provided that the Contractor shall not be required to obtain or maintain professional liability insurance to the extent the Contractor is covered by the FTCA pursuant to federal law (Public Law 101-512, Title III, § 314, as amended by Public Law 103-138, Title III, § 308 (codified at 25 U.S.C. § 450f note); 25 C.F.R. Part 900, Subpart M; 25 U.S.C. § 458aaa-15(a); and 42 C.F.R. § 137.220). Nothing in this Contract shall be interpreted to authorize or obligate the Contractor or any employee of the Contractor to operate outside the scope of employment of such employee.

Termination for Non-Allocation of Funds. Renegotiate the Contract under the revised funding conditions; or Suspend Contractor’s performance under the Contract upon five (5) Business Days’ advance written notice to Contractor. HCA will use this option only when HCA determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this Contract. During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. When HCA determines in its sole discretion that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to HCA informing HCA whether it can resume performance and, if so, the date of resumption. For purposes of this subsection, “written notice” may include email. If the Contractor’s proposed resumption date is not acceptable to HCA and an acceptable date cannot be negotiated, HCA may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. HCA will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination. GOVERNING LAW Governing Law [I/T: 22.1; U: 22.2] This Contract shall be governed and construed in accordance with federal law of the United States and, to the extent an issue is not addressed by federal law, in accordance with the laws of the State of Washington governing interpretation of contracts. This Contract is governed in all respects by the laws of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of Washington, and the venue of any action hereunder is in the Superior Court for Xxxxxxxx County, Washington. Nothing in this Contract will be construed as a waiver by HCA of the State’s immunity under the 11th Amendment to the United States Constitution. Incorporation of Documents and Order of Precedence [I/T/U] Each of the documents listed below is by this reference incorporated into this Contract. In the event of an inconsistency, the inconsistency will be resolved in the following order of precedence: Applicable Federal and State of Washington statutes and regulations; Recitals Terms and Conditions; Schedule A: Statement(s) of Work; Any other provision, term or material incorporated herein by reference or otherwise incorporated. Indemnification and Hold Harmless [I/T/U] Contractor must defend, indemnify, and save HCA harmless from and against all claims, including reasonable attorneys’ fees resulting from such claims, for any or all injuries to persons or damage to property, or Breach of Confidentiality, arising from intentional or negligent acts or omissions of Contractor, its officers, employees, or agents, or Subcontractors, their officers, employees, or agents, in the performance of this Contract. Independent Capacity of the Contractor [I/T/U] The parties intend that an independent contractor relationship will be created by this Contract. Contractor and its employees or agents performing under this Contract are not employees or agents of HCA. Contractor will not hold itself out as or claim to be an officer or employee of HCA or of the State of Washington by reason hereof, nor will Contractor make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with Contractor. Insurance [I/T/U] General Insurance Requirements - Subject to the provisions of Subsection 26.3, Contractor must provide insurance coverage that is maintained in full force and effect during the term of this Contract, as follows: Commercial General Liability Insurance Policy - Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1 million per occurrence/$2 million general aggregate. Additionally, Contractor is responsible for ensuring that any Subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Professional Liability Errors and Omissions – Provide a policy with coverage of not less than $1 million per claim/$2 million general aggregate. Contractor will maintain Professional Liability coverage as long as the Contractor or individual provider is providing services to HCA clients, provided that the Contractor shall not be required to obtain or maintain professional liability insurance to the extent the Contractor is covered by the FTCA pursuant to federal law (Public Law 101-512, Title III, § 314, as amended by Public Law 103-138, Title III, § 308 (codified at 25 U.S.C. § 450f note); 25 C.F.R. Part 900, Subpart M; 25 U.S.C. § 458aaa-15(a); and 42 C.F.R. § 137.220). Nothing in this Contract shall be interpreted to authorize or obligate the Contractor or any employee of the Contractor to operate outside the scope of employment of such employee.