Amend to Interagency Agreement btweeen KCPHD and Dept of Commerce

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Docusign Envelope ID: F24ED3DO-D4D6-499A-9588-1246949365D1 �� t✓�sn�Itrtrt �: 9. INDEMNIFICATION 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 or standards necessaryforthe performance of this Contract. 11. RECAPTURE In the eventthatthe Contractor fails to perform this Contract in accordancewith state laws, federal laws, andlorthe provisionsof this Contract, COMMERCE reserves the rightto recapture funds in an amountto compensate 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 by COMMERCE. In the alterative, COMMERCE may recapture such funds from payments due underthis 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 accounting procedures and practices that sufficiently and property reflect all direct and indirect costs of any nature expended in the performance of this Contract. The Con tractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the 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 bylaw, regu lation or agreement. If any litigation, claim oraudit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 13. SAVINGS In the eventfunding from state, federal, or other sources is withdrawn, reduced, or limited in anyway after the effective date of this Contractand prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Contractmay be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisionsof this Contractare intended tobe severable. If anyterm or provision is illegal orinvalidfor any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 15. SUBCONTRACTING The Contractormay only subcontractwork contemplated underthis Contractif it obtainsthe prior written approval of COMMERCE. If 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; (b) prohibit the Contractor from subcontracting with a particu lar person or entity; or (c) require the Contractor to rescind or amend a subcontract. Every subcontract shall blind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The C on tra ctor a h a[ I a pp ro p ri atel y mon I tor th e activitiesof the S u bcon tractor to assu re fiscal conditions of this Contract. In no eve ntshalI the existenoeof a su bcon tra ct operate to release Page 9 of 15