Washington State Department of Commerce 12/22/2017

GENERAL TERMS AND CONDITIONS 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorneys fees and costs. 9. AUDIT A. General Requirements Contractors are to procure audit services based on the following guidelines. The Contractor shall maintain its records and accounts so as to facilitate audits and shall ensure that Subcontractors also maintain auditable records. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its Subcontractors. THE BOARD reserves the right to recover from the Grantee all disallowed costs resulting from the audit. Responses to any unresolved findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to THE BOARD requests for information or corrective action concerning audit issues within thirty(30) days of the date of request. B. State Funds Requirements In the event an audit is required, if the Contractor is a state or local government entity,the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. The Contractor shall include the above audit requirements in any subcontracts. In any case,the Contractor's records must be available for review by THE BOARD. C. Documentation Requirements The Contractor must send a copy of any audit report no later than nine(9) months after the end of the Contractor's fiscal year(s) by sending a scanned copy to auditreview@commerce.wa.gov or a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office 1011 Plum Street SE PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit,when applicable,the Contractor must include: • Corrective action plan for audit findings within three (3) months of the audit being received by THE BOARD. • Copy of the Management Letter and Management Decision Letter,where applicable. If the Contractor is required to obtain a Single Audit consistent with Circular A-133 requirements,a copy must be provided to The BOARD; no other report is required. CERB Planning Contract Page 111