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Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1 <br />` 4Vashiny_on State <br />*, Depa--[Tient of <br />vita Commerce <br />9. INDEMNIFICATION <br />Each party shall be solely responsible forth 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 necessaryfor the performance of this Contract. <br />11. RECAPTURE <br />In the eventthatthe Contractor fails to perform thisContractin accordancewith state laws, federal laws, <br />and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amou ntto <br />compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in <br />equity. <br />Repayment by the Contractor of funds under this recapture provision shall occur within the time period <br />specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due <br />under this Contract. <br />12. RECORDS MAINTENANCE <br />The Contractorshall maintain books, records, documents, data and otherevidence relating to this contract <br />and performance of the services described herein, including but notlimited to accounting procedures and <br />practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the <br />performance of this Contract. <br />The Contractorshall retain such recordsfora period of six years following the date of final payment. At no <br />additional cost, these records, including materials generated underthe Contract, shall be subject at all <br />reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by <br />COMMERCE, the Office of the State Auditor, and federal and state officials so authorized bylaw, regu lation <br />or agreement. <br />If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be <br />retained until all litigation, claims, or audit findings involving the records have been resolved. <br />13. SAVINGS <br />In the eventfunding from state, federal, or other sources is withdrawn, reduced, orlimited in anyway after <br />the effective date of this Contractand prior to normal completion, COMMERCE may suspend orterminate <br />the Contract under the "Termination for Convenience" clause, without the ten calendar day notice <br />requirement. In lieu of termination, the Contract may be amended to reflectthe new funding limitations and <br />conditions. <br />14. SEVERABILITY <br />The provisions of this Contract are intended to be severable. If any term or provision is illegal or invalid for <br />any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the <br />Contract. <br />15. SUBCONTRACTING <br />The Contractor may only subcontractwork contemplated underthis Contract if it obtains the prior written <br />approval of COMMERCE. <br />If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to <br />subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, <br />COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they <br />relate to this Contract; (b) prohibitthe Contractor from subcontracting with a particular person or entity; or <br />(c) require the Contractor to rescind or amend a subcontract. <br />Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The <br />Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or <br />condition of this Contract. The Contractorshall appropriately monitorthe activities of the Subcontractorto <br />assure fiscal conditions of this Contract. In no eventshall the existenceof a subcontract operate to release <br />Page 9 of 15 <br />