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DocuSign Envelope lD: AE8E006C-3045-4332-AF1 E-D6ACDCECFAFT <br />GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />STATE FUNDS <br />As an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />8. GOVERNING tAW AND VENUE <br />This Contract shall be construed and interpreted in accordance with the laws of the state of <br />Washington, and any applicable federal laws, and the venue of any action brought hereunder shall be <br />in the Superior Court for Thurston County. <br />9. INDEMNIFICATION <br />Each party shall be solely responsible for the acts of its employees, officers, and agents. <br />10. LICENSING. ACCREDITATION AND REGISTRATION <br />The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and <br />registration requirements or standards necessaryforthe performance of this Contract. <br />11. RECAPTURE <br />ln the event that the Contractor fails to perform this Contract in accordance with state laws, federal <br />laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an <br />amount to compensate COMMERCE for the noncompliance in addition to any other remedies <br />available at law or in equity. <br />Repayment by the Contractor of funds under this recapture provision shall occur within the time <br />period specified by COMMERCE. ln the alternative, COMMERCE may recapture such funds from <br />payments due under this Contract. <br />12. RECORDS MAINTENANCE <br />The Contractor shall maintain books, records, documents, data and other evidence relating to this <br />contract and performance of the services described herein, including but not limited to accounting <br />procedures and practices that sufficiently and properly reflect all direct and indirect costs of any <br />nature expended in the performance of this contract. <br />The Contractor shall retain such records for a period of six (6) years following the date of final <br />payment. At no additional cost, these records, including materials generated underthe contract, shall <br />be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly <br />authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so <br />authorized by law, regulation or agreement. <br />lf any litigation, claim or audit is started before the expiration of the six (6)year period, the records <br />shall be retained until all litigation, claims, or audit findings involving the records have been resolved. <br />13. SAVTNGS <br />ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way <br />after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or <br />terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day <br />notice requirement. ln lieu of termination, the Contract may be amended to reflect the new funding <br />limitations and conditions. <br />State of Washington <br />Department of Commerce <br />Updated August 201 9 <br />page 5 <br />lnteragency Agreement