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Docusign Envelope lD: F24ED3D0-D4D6-499A-9588-1 246949365D1 ^{f ?r^ ;,ar':rr,.:.'." ; .;tr:a I :,r-.:---i'r'r-lcrt t orirmen'e 9. INDE roN Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING. ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements orstandards necessaryforthe performance of this Contract. 11. RECAPTURE ln the event that the Contractor fails to perform th is Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, iOtvttrlf RCE reserves the right to recapture funds in an amountto comp"nsai" COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repaymentby the Contractorof funds underthis recapture provision shall occurwithin the time period specified Oy iOufrlf nCE. ln the altemative, COMMERCE may recaptu re such fu nds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accou nting procedures and prr"ii""" that sufficiendy and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. The Contractorshall retain such recordsfora period of sixyears following the date of final payment. Atno additional cost, these records, including materials generated underthe Contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regu lation or agreement. lf any litigation, claim oraudit is started before the expiration of the six (6) year period, the records shall be retained*until all litigation, claims, orauditfindings involving the records have been resolved. 13. SAVINGS ln the eventfunding from state, federal, or other sou rces is withdrawn, reduced, orlimited in anyway after the effective date oitfris Contractand priorto normal completion, COMMERCE may suspend orterminab the Contract under the "Termination for Convenience" clause, without the ten calendar day notice requ irement. In lieu of termin ation, th e Contract may be amended to reflect th e new fu nding limitations and conditions. 14. SEVERABILITY The provisions of this Contract are intended to be severable. lf any term or provision is illegal or invalid for uny i"u"on whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 15. SUBCONTRACTING The Contractor may only subcontractwork contemplated u nderthis Contract if it obtains the prior written approval of COMMERCE. lf COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (O) proninitthe Contractor from subcontracting with a particular person or entity; or (c) require the Contractorto rescind oramend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractorfails to comply with any applicable term or condition of this Contract. The Contractorshall appropriately monitorthe activities of the Subcontractorto assurefiscal conditionsof thisContract. ln noeventshalltheexistenceof asubcontractoperateto release Page 9 of 15