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Docusign Envelope lD: F24ED3D0-D4D6-499A-9588-1 246949365D1 <br />^d ?+^ '.j,dj .i'l j ,;'i :l.-- <br />a I .r-,!-.-.P.rT --lrrl t ornmelce <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 itandards necessary forthe performance of this Contract. <br />11. RECAPTURE <br />ln the eventthatthe Contractorfailsto perform thisContractin accordancewith state laws,federal laws, <br />and/ortheprovisionsof thisContract, iOtrrttUfnCEreserves therightto recapturefundsin an amountto <br />co1nprn"ai" COMMERCE forthe noncompliance in addition to any other remedies available at law or in <br />equity. <br />Repayment by the Contractor of funds under th is recaptu re provision shall occu r with in the time period <br />specified Oy iOtrlfUf nCE. ln the altemative, COMMERCE may recaptu re such funds from payments due <br />underthis Contract. <br />12. RECORDS <br />The Contractorshall maintain books, records, documents, data and otherevidence relating tothis contract <br />and performanceof the services described herein, including butnotlimited to accounting proceduresand <br />pr""ii"", that sufficienfly and properly ref lect all direct an d indirect costs of any natu re expen ded in the <br />performance of this Contract. <br />The Contractorshall retain such recordsfora period of sixyears following the date of final payment' Atno <br />additional cost, these records, including materials generated underthe Contract, shall be subject at all <br />reasonable times to inspeciion, revie-w or audit by COMMERCE, personnel duly authorized by <br />COMMERCE, the Office oltheState Auditor,andfederaland state officialsso authorized bylaw, regulation <br />or agreement. <br />lf 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, orauditfindings involving the records have been resolved. <br />13. SAVINGS <br />ln the eventfu nding from state, federal, or other sources is withdrawn, reduced, orlimited in any way after <br />the effective Oate oitnis Contractand prior to normal completion, COMMERCE may suspend orterminate <br />the Contract underthe "Termination for Convenience" clause, withoutthe ten calendarday notice <br />requirement. ln 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. lf any term or provision is illegal or invalid for <br />any iearon 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 su bcontractwork contemplated u nderthis Contract if it obtains the prior written <br />approval of COMMERCE. <br />lf COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to <br />subcontracting, as well as copies of all lubcontracts and records related to subcontracts. For cause, <br />COMMERCE in writing may: (a) require the Contractorto amend its subcontracting proceduresas they <br />relate to th is Contract;'(n) pron iOitth e Contractor from su bcontracting with a particu lar person or entity; or <br />(c) require the Contractorto rescind oramend a subcontract' <br />Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The <br />Confractor is responsible to COMMERCE if the Subcontractorfails to comply with any applicable term or <br />condition of thisContract.The Contractorshall appropriatelymonitorthe activitiesof theSubcontractorto <br />assurefiscal conditionsof thisContract. ln noeventshalltheexistenceof asubcontractoperateto release <br />Page 9 of 15