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Docusign Envelope lD: F24ED3DGD4D6-499A-9588-1 246949365D,| '/, i{'Jl"i tllQ :{JI I 5l;,Jlt: $trot':.",elttl -ri Commet'ce9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents" 10. lJcENslNG. ACCREDITATION ANp REGISTRATION The Confiactor shall comply with all applicable local, state, and federal licensing, accreditation and registration requ irements or itandards nebessary for th e performance of th is Conlract. 11. RECAPTURE ln the eventthaflhe Contractorfailsto perform thisContractin accordancewith state laws, federal laws, and/ortheprovisionsof thisContract, iOfUUgnCEreseryes therightto recapturefundsinan amountto compensaie COMMERGE forthe noncompliance in addition to any other remedies available at law or in equ ity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period spticified oy iotilvencE. ln the altemative, CoMMEnbe miy recaplure such funds from payments due underthis Contract. 12. RECORDSMAINTENANCE The Contractorshall maintain books, records, documents, dala and otherevidence relating to this contrac{ and performance of lhe services described herein, including but notlimited to accounting procedures and practices that sutficienflV "nJ prop"tfy reflect all direct andindirect costs of any nature expended in he performance of this Contract. TheContractorshall retainsuchrecordsforaperiodof sixyearsfollowingthedateof final payment. Atno additional cost, ttrese records, including matertals generated underthe Conkact, shall be subject at all reasonable times to inspecton, reviJw or auoii uy COMMERCE, personnel duly authorized by COMMERcE,tne Oiiice oftheStaie Auditor,andfederaland state officialssoauthorized bylaw' regulalion or agreement. tf any litigation, claim oraudit is started before the expiration of.the six (6) year period, the records shall be retained until all fitigation, claims, orauditfindings ihvolving the records have been resolved' 13. SAVINGS ln the eventfunding from state, federal, or other sources iswithdrawn, reduced, orlimited in anywayafter the effective d"tu oitnir Contractand prior to normal completion, COMMERCE may suspend orterminab the Contract unOer me "Termination for Convenience'i clause, without lhe ten calendar day notice requirement, ln lieu of termination, the Contractmay be amended to rellectthe new funding limitations and condilions. 14. SEVERABILITY The provisions of this Contraclare intended to be severable.lf any term or provision.is illegal orinvalid for any reason whatsoever, such illegality or invalidity shall not aff6ct the validity of the remainder of the Contracl 15- SUBCONTRACTING The Contractor may only subconlractwork contemplated underthis Contract if it obtains the prior wriften approval of COMMERCE. lf COMMERCE approves subcontracting, the Contractor shall maintjain written procedures related to subcontracting, aj;e[ as copies of all tubcontracts and records related to subcontracts' For cause, COMMERCE in wrli'ng *"Vr tll require the Contractor to amend its subcontracting procedures as ihey relate to tirisContraa;iUl piotriUittni Coniractorfrom subcontractingwith a particularperson orenlity; or (c) require the Contractor to rescind or amend a subconfact' Every subcontact shall bind the Subcontractor to follow all applicable terms of this Contract' The contractor is responsible to CoMMERCE if the subconlractorfails to comply with any applicable term or condition of his Conkact. The Contractorshall appropriately monitorthe activities of the Subcontractorto assure fiscal conditions of this Contract. tn no eventsirall the existenceof a su bcontract operate to release a{}alrrl Page 9 of 15