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<br />________________________________________________________________________________________________________ <br /> Page 8 of 14 <br /> <br />Category 2: Sensitive information <br />Category 2: For official use only / disclosure permissible by law. <br />prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As <br />an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />8. GOVERNING LAW AND VENUE <br />This Contract shall be construed and interpreted in accordance with the laws of the state of <br />Washington, and the venue of any action brought hereunder shall be in the Superior Court for <br />Thurston County. <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 r ecapture funds in an <br />amount to compensate COMMERCE for the noncompliance in addition to any other remedies <br />available 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 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 <br />shall 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 />Docusign Envelope ID: AD80B14D-B024-4394-8B0A-378C05EAF169