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GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />STATE FUNDS <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 standards necessary for the performance of this Contract. <br />11. RECAPTURE <br />In the event that the Contractor fails to perform this Contract in accordance with state laws, federal <br />laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an <br />amount to compensate COMMERCE for the noncompliance in addition to any other remedies available <br />at law or in 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 <br />due under this Contract. <br />12. RECORDS MAINTENANCE <br />The Contractor shall maintain books, records, documents, data and other evidence relating to this <br />contract and performance of the services described herein, including but not limited to accounting <br />procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature <br />expended in the performance of this contract <br />The Contractor shall retain such records for a period of six (6) years following the date of final payment. <br />At no additional cost, these records, including materials generated under the contract, shall be subject <br />at all 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 by law, <br />regulation or agreement. <br />If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall <br />be retained until all litigation, claims, or audit findings involving the records have been resolved. <br />13. SAVINGS <br />In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way <br />after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or <br />terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day <br />notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding <br />limitations and conditions. <br />14. SEVERABILITY <br />The provisions of this contract are intended to be severable If any term or provision is illegal or invalid <br />for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of <br />the contract. <br />15. SUBCONTRACTING <br />The Contractor may only subcontract work contemplated under this 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) prohibit the Contractor from subcontracting with a particular person or entity; <br />or (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 <br />or condition of this Contract. The Contractor shall appropriately monitor the activities of the <br />State of Washington Interagency Agreement Updated August 2019 <br />Department of Commerce Page 5 <br />