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GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />STATE FUNDS <br />1. DEFINITIONS <br />As used throughout this Contract, the following terms shall have the meaning set forth below: <br />A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to <br />act on the Director's behalf. <br />B. "COMMERCE" shall mean the Department of Commerce. <br />C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the <br />Contractor, including any Exhibits, documents, or materials incorporated by reference. E-mail or <br />Facsimile transmission of a signed copy of this contract shall be the same as delivery of an <br />original. <br />D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this <br />Contract, and shall include all employees and agents of the Contractor. <br />E. "Personal Information" shall mean information identifiable to any person, including, but not limited <br />to, information that relates to a person's name, health, finances, education, business, use or <br />receipt of governmental services or other activities, addresses, telephone numbers, social <br />security numbers, driver license numbers, other identifying numbers, and any financial identifiers. <br />F. "State" shall mean the state of Washington. <br />G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or <br />part of those services under this Contract under a separate contract with the Contractor. The <br />terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. <br />2. ADVANCE PAYMENTS PROHIBITED <br />No payments in advance of or in anticipation of goods or services to be provided under this Contract <br />shall be made by COMMERCE. <br />3. ALL WRITINGS CONTAINED HEREIN <br />This Contract contains all the terms and conditions agreed upon by the parties. No other <br />understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to <br />exist or to bind any of the parties hereto. <br />4. AMENDMENTS <br />This Contract may be amended by mutual agreement of the parties. Such amendments shall not be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />5. AMERICANS WITH DISABILITIES ACT ADA OF 1990. PUBLIC LAW 101-336 also referred to as <br />the "ADA" 28 CFR Part 36 <br />The Contractor must comply with the ADA, which provides comprehensive civil rights protection to <br />individuals with disabilities in the areas of employment, public accommodations, state and local <br />government services, and telecommunications. <br />6. ASSIGNMENT <br />Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by <br />the Contractor without prior written consent of COMMERCE. <br />7. ATTORNEYS' FEES <br />Unless expressly permitted under another provision of the Contract, in the event of litigation or other <br />action brought to enforce Contract terms, each party agrees to bear its own attorney's fees and costs. <br />8. AUDIT <br />A. General Requirements <br />Contractors are to procure audit services based on the following guidelines. <br />Department of Commerce 6 <br />Contract #17-63210-002 <br />