Common use of Audit Rights and Retention of Records Clause in Contracts

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Section. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Section. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx billings reviewed by County, the reasonable xxxxxxxble actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's findings to Consultant.

Audit Rights and Retention of Records. Consultant County shall preserve all Contract Records have the right to audit the books, records, and accounts of Municipality, Contractor, Consultant, and Subcontractors (as defined belowthe “Audited Entities”) for a minimum period of three (3) years after expiration that are related to the Project or termination of this Agreement or until resolution of any audit findings(the “Contract Records”). Audits, whichever is longer. Contract Records shallreviews, upon reasonable noticemonitoring, be open to County inspection inspections, and subject to audit and reproduction during normal business hours. County audits and inspections investigations conducted pursuant to this Section Agreement may include, but are not limited to, on-site visits by County staff, interviews of staff of any of the Audited Entities, review of performance and financial reports, determining and monitoring appropriate corrective action, and issuing management letters on deficiencies or weaknesses identified. Audited Entities shall fully comply and cooperate with any auditing and monitoring activities deemed appropriate by County. Audited Entities shall keep such books, records, and accounts as may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of necessary in order to record complete and correct entries related to this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law)performance under this Agreement. County mayAll such books, without limitation, verify information, payroll distributionrecords, and amounts through interviewsaccounts shall be kept in written form, or in a form capable of conversion into written affirmationsform within a reasonable time, and on-site inspection with Consultant's employeesupon request by the Contract Administrator to do so, Subconsultants, vendors, or other laborAudited Entities shall make same available in written form at no cost to County. Contract Records include any and all information, materials materials, and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers vouchers, and memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreementrelating to the Project. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations obligations, or performance under relating to the Project of any of the Audited Entities. Audited Entities shall preserve and make available, at reasonable times within Broward County, Florida, for examination and audit, all financial records, supporting documents, statistical records, and any other documents pertinent to the Project or this Agreement until the later of five (5) years after expiration or termination of this Agreement, whether resolution of any audit findings, or as otherwise required by Consultant law. Any audit or Subconsultantsinspection pursuant to this section may be performed by any County representative (including any outside representative engaged by County) or the Oversight Board. County The Project and all expenditures relating to the Project shall have be subject to the right to audit, Oversight Board’s review, examine, inspect, analyzecritique, and make copies analysis for the duration of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this SectionProject. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant made or based upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant Municipality in addition to making any required adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made by Municipality to County within thirty (30) days from after presentation of County's ’s findings to ConsultantMunicipality. Municipality shall ensure that the requirements of this section are included in all agreements with any other Audited Entity. Municipality shall further include in its contract with Contractor and its contract with Consultant the following provision: “If an audit inspection or examination in accordance with this provision discloses overpricing or overcharges to Municipality (of any nature) by the contractor or the contractor’s subcontractors in excess of five percent (5%) of the total contract xxxxxxxx reviewed, the reasonable actual cost of any audit conducted by or on behalf of Municipality, Broward County, or the Independent Transportation Surtax Oversight Board shall be reimbursed by contractor to the Municipality or Broward County, as applicable, along with any required adjustments for the overpricing or overcharges. Any adjustments or payments that must be made as a result of any such audit or inspection of the contractor’s invoices or records shall be made within a reasonable amount of time (not to exceed 30 days) after presentation of the audit findings to contractor.”

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement Agreement, any Work Authorization, or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by lawApplicable Law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s 's place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s 's facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges, Consultant shall pay the actual cost of County's audit or, if the actual cost is unreasonably high, the reasonable cost. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement Agreement, any Work Authorization, or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-on- site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site on‐site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two seventy‐two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-seventy- two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant and all Subconsultants shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. This article shall survive any dispute or litigation between the Parties, and Consultant expressly acknowledges and agrees to be bound by this article throughout the course of any dispute or litigation with Authority. Contract Records shall, upon reasonable notice, be open to County Authority inspection and subject to audit and reproduction during normal business hours. County Authority audits and inspections pursuant to this Section section may be performed by any County Authority representative (including any outside representative engaged by CountyAuthority). County Authority may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by lawApplicable Law). County Authority may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, e-mails, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, cost and expense reports, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County Authority shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves Consultant hereby grants Authority the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by CountyAuthority, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work spaceworkspace. Consultant shall provide County Authority with reasonable access to the Consultant’s facilities, and County Authority shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall make all Contract Records available electronically in common file formats or via remote access if, and to the extent, requested by Authority. Consultant shall, by written contract, require its all Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's Authority’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses reveals overpricing or overcharges to County Authority of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by CountyAuthority, the reasonable actual cost of the County’s audit Consultant shall be reimbursed to the County by the Consultant in addition to making make adjustments for the overchargesovercharges and pay liquidated damages pursuant to Section 5.8. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's Authority’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other laborlaborers. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations obligations, or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-seventy- two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx billings reviewed by County, the reasonable xxxxxxxble actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site on‐site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-seventy‐ two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants subconsultants and subcontractors to agree to the requirements and obligations of this Section. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx billings reviewed by County, the reasonable xxxxxxxble actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such audit or review at Consultant’s 's place of business, if deemed appropriate by County, with seventy-seventy- two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s 's facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s 's audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by lawApplicable Law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-on- site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall, by written contract, require its Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition to making adjustments for the overcharges, Consultant shall pay the actual cost of County’s audit or, if the actual cost is unreasonably high, the reasonable cost. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant and all Subconsultants shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. This article shall survive any dispute or litigation between the Parties, and Consultant expressly acknowledges and agrees to be bound by this article throughout the course of any dispute or litigation with County. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by lawApplicable Law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, e-mails, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, cost and expense reports, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work spaceworkspace. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall make all Contract Records available electronically in common file formats or via remote access if, and to the extent, requested by County. Consultant shall, by written contract, require its all Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses section reveals overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx billings reviewed by County, the reasonable actual cost of the County’s audit shall be reimbursed to the County by the Consultant in addition xxxxxxxx to making adjustments for the overcharges, Consultant shall pay the reasonable cost of County’s audit. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to auditaudit the books, review, examine, inspect, analyzerecords, and make copies accounts of all Contract Records at a location within Broward County. County reserves the right Second Party and its subcontractors that are related to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shallSuch rights include examination of books, by written contractrecords, require and accounts supporting the cost per unit of service, as well as any such records of funds received from other sources for the same or similar services as performed under this Agreement. Second Party and its Subconsultants subcontractors shall keep such books, records, and subcontractors accounts as may be necessary in order to agree record complete and correct entries related to the requirements and obligations of this SectionAgreement. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's disallowance and recovery of any payment reliant upon such entry. If an Second Party acknowledges that in the event County determines that funds are due back to County, the HSD Director or Deputy Director may in his or her sole and absolute discretion require Second Party to pay up to one percent (1%) interest annually on those funds, which interest shall be calculated from the date County incorrectly paid Second Party. Second Party and its subcontractors shall preserve and make available for examination and audit by County all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for at least five (5) years after the termination or inspection in accordance with expiration of this Section discloses overpricing Agreement, or overcharges to County for a longer period of any nature time if required by the Consultant retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or the required five (5) year period, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by County to be applicable to Second Party's and its subcontractors' records, Second Party and its subcontractors shall comply with all requirements thereof; however, no confidentiality or nondisclosure requirement of either federal or state law shall be violated by Second Party or its Subconsultants in excess subcontractors. Second Party shall, by written contract, require its subcontractor(s), if any, to agree to the requirements and obligations of five percent (5%) of the total contract xxxxxxxx reviewed this Article. If subcontracting is permitted by County, Second Party shall ensure that the reasonable actual cost requirements of the County’s audit shall be reimbursed to the County by the Consultant this Article are included in addition to making adjustments for the overcharges. Any adjustments and/or payments due as a result of such audit or inspection shall be made within thirty (30) days from presentation of County's findings to Consultantall agreements with its subcontractor(s).

Audit Rights and Retention of Records. Consultant shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three years after the expiration or termination of the Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and memoranda, and any and all other documents that pertain to rights, duties, obligations or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to auditaudit the books, review, examine, inspect, analyzerecords, and accounts of City and all Subcontractors that are related to this Agreement. City and all Subcontractors shall keep such books, records, and accounts as may be necessary to record complete and correct entries related to this Agreement and performance under this Agreement. All such books, records, and accounts shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, City and all Subcontractors shall make copies of all Contract Records same available in written form at a location within Broward no cost to County. County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. Consultant agrees to provide adequate and appropriate work space. Consultant City shall provide County with reasonable access to the ConsultantCity’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shallCity and all Subcontractors shall preserve and make available, at reasonable times within Broward County, Florida, for examination and audit, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for at least three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. This article shall survive any dispute or litigation between the Parties, and City expressly acknowledges and agrees to be bound by written contractthis article throughout the course of any dispute or litigation with County. Any audit or inspection pursuant to this section may be performed by any County representative (including any outside representative engaged by County). City hereby grants County the right to conduct such audit or review at City’s place of business, require its Subconsultants if deemed appropriate by County, with seventy-two (72) hours’ advance notice. City shall make all such records and subcontractors to agree documents available electronically in common file formats or via remote access if, and to the requirements and obligations of this Sectionextent, requested by County. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses reveals overpricing or overcharges to County of any nature by the Consultant or its Subconsultants City in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit City shall be reimbursed to the County by the Consultant in addition to making make adjustments for the overchargesovercharges and pay liquidated damages pursuant to Section 5.5. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to ConsultantCity. City shall ensure that the requirements of this section are included in all agreements with all Subcontractor(s).

Audit Rights and Retention of Records. Consultant shall School Board must preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. Contract Records shallmust, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's School Board’s employees, Subconsultantssubconsultants, vendors, or other laborlaborers. Contract Records include any and all information, materials materials, and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations obligations, or performance under this Agreement, whether by Consultant School Board or Subconsultantssubconsultants. County shall have has the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. County reserves the right to conduct such an audit or review at ConsultantSchool Board’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to School Board must provide adequate and appropriate work space. Consultant shall School Board must provide County with reasonable access to the ConsultantSchool Board’s facilities, and County shall must be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shallSchool Board must, by written contract, require its Subconsultants and subcontractors subconsultants to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such the books, records, and accounts shall will be a basis for County's ’s disallowance and recovery of any payment reliant upon such that entry. If an audit or inspection in accordance with this Section section discloses overpricing or overcharges to County of any nature by the Consultant or its Subconsultants School Board in excess of five percent (5%) of the total contract xxxxxxxx reviewed by County, the reasonable actual cost of the County’s audit shall must be reimbursed to the County by the Consultant School Board in addition to making adjustments for the overcharges. Any adjustments and/or or payments due as a result of such an audit or inspection shall must be made within thirty (30) days from after presentation of County's ’s findings to ConsultantSchool Board. School Board must ensure that the requirements of this section are included in all agreements with its Subcontractors.

Audit Rights and Retention of Records. Consultant and all Subconsultants shall preserve all Contract Records (as defined below) for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. This article shall survive any dispute or litigation between the Parties, and Consultant expressly acknowledges and agrees to be bound by this article throughout the course of any dispute or litigation with County. Contract Records shall, upon reasonable notice, be open to County inspection and subject to audit and reproduction during normal business hours. County audits and inspections pursuant to this Section section may be performed by any County representative (including any outside representative engaged by County). County may conduct audits or inspections at any time during the term of this Agreement and for a period of three (3) years after the expiration or termination of the this Agreement (or longer if required by lawApplicable Law). County may, without limitation, verify information, payroll distribution, and amounts through interviews, written affirmations, and on-site inspection with Consultant's ’s employees, Subconsultants, vendors, or other labor. Contract Records include any and all information, materials and data of every kind and character, including including, without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, drawings, receipts, vouchers and vouchers, memoranda, e-mails, and any and all other documents that pertain to rights, duties, obligations obligations, or performance under this Agreement. Contract Records include hard copy and electronic records, written policies and procedures, time sheets, payroll records and registers, cancelled payroll checks, estimating work sheets, correspondence, invoices and related payment documentation, cost and expense reports, general ledgers, insurance rebates and dividends, and any other records pertaining to rights, duties, obligations or performance under this Agreement, whether by Consultant or Subconsultants. County shall have the right to audit, review, examine, inspect, analyze, and make copies of all Contract Records at a location within Broward County. Consultant hereby grants County reserves the right to conduct such audit or review at Consultant’s place of business, if deemed appropriate by County, with seventy-two (72) hours' ’ advance notice. Consultant agrees to provide adequate and appropriate work spaceworkspace. Consultant shall provide County with reasonable access to the Consultant’s facilities, and County shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Agreement. Consultant shall make all Contract Records available electronically in common file formats or via remote access if, and to the extent, requested by County. Consultant shall, by written contract, require its all Subconsultants and subcontractors to agree to the requirements and obligations of this Sectionsection. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for County's ’s disallowance and recovery of any payment reliant upon such entry. If an audit or inspection in accordance with this Section discloses reveals overpricing or overcharges to County of any nature by the Consultant or its Subconsultants in excess of five percent (5%) of the total contract xxxxxxxx billings reviewed by County, the reasonable actual cost of the County’s audit Conxxxxxxx shall be reimbursed to the County by the Consultant in addition to making make adjustments for the overchargesovercharges and pay liquidated damages pursuant to Section 5.8. Any adjustments and/or or payments due as a result of such audit or inspection shall be made within thirty (30) days from after presentation of County's ’s findings to Consultant.