Common use of Maintenance and Inspection of Records Clause in Contracts

Maintenance and Inspection of Records. (a) The Development Entity shall keep and maintain within the Commonwealth (or other location approved by the Department in writing in its sole discretion) all books, records and documents relating to the Project, Project Sites, the CNG Facilities, or Project Services, including copies of all original documents delivered to the Department. The Development Entity shall keep and maintain such books, records and documents in accordance with applicable provisions of the Project Documents and in accordance with Good Industry Practice. The Development Entity shall notify the Department where such records and documents are kept. (b) The Development Entity shall make all its books, records and documents available for inspection by the Department and by the Commonwealth in connection with the Commonwealth audits under Section 26.2 (Audits), at the Development Entity’s offices within the Commonwealth (or other location approved by the Department in writing in its sole discretion) at all times during normal business hours, without charge. The Development Entity shall provide to the Department copies thereof as and when reasonably requested by the Department. The Department may conduct any such inspection upon forty-eight (48) hours’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud or criminal activity. Such inspection shall be conducted in a manner that does not unreasonably interfere with the Development Entity’s business activities and each Party shall pay its own costs and expenses in connection with such inspection. The right of inspection includes the right to make extracts and take notes. (c) The Development Entity shall retain records and documents for a minimum of six (6) years after the date the record or document is generated; provided, that if the Project Documents specify any different time period for retention of particular records, such time period shall control. Notwithstanding the foregoing, all records, which relate to Disputes being processed or actions brought under the Dispute Resolution Procedures shall be retained and made available until any later date that such Disputes and actions are finally resolved; provided, that the Development Entity reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure or introduction into evidence in legal actions.

Maintenance and Inspection of Records. (a) The Development Entity 23.1.1 Developer shall keep and maintain within the Commonwealth (in Indianapolis, Indiana, or other in another location approved by the Department IFA approves in writing in its sole discretion) , all books, records Books and documents Records relating to the Project, Project SitesRight of Way, the CNG Facilities, or Project ServicesUtility Adjustments and Work, including copies of all original documents delivered to the DepartmentIFA. The Development Entity Developer shall keep and maintain such books, records Books and documents Records in accordance with applicable provisions of the PPA Documents, including the Technical Provisions, applicable provisions of the Project Documents Management Plan, and in accordance with Good Industry Practice. The Development Entity Developer shall notify the Department IFA where such records and documents are kept. (b) The Development Entity 23.1.2 Without limiting the foregoing, Developer shall maintain accurate and complete all such Books and Records, as set forth in the Technical Provisions. 23.1.3 Developer shall make all its books, records Books and documents Records available for inspection by IFA and its Authorized Representatives, designees and legal counsel. Developer shall make the Department and by the Commonwealth same available at Developer’s principal offices in connection with the Commonwealth audits under Section 26.2 (Audits)Indiana, at the Development Entity’s offices within the Commonwealth (or other location approved by the Department in writing in its sole discretion) pursuant to each Intellectual Property Escrow, at all times during normal business hours, or at other reasonable times, in each case, without charge, through the term of the PPA Documents until the time set forth in Section 23.1.4. The Development Entity Developer shall furnish copies at no cost to IFA, if requested. Developer shall provide to the Department IFA, or make available to IFA for review pursuant to each Intellectual Property Escrow, copies thereof as and when reasonably requested by the DepartmentIFA, without charge. The Department IFA may conduct any such inspection upon forty-eight (48) hours’ prior written noticeNotice, or unannounced and without prior notice Notice where there is good faith suspicion of fraud or criminal activity. Such inspection shall be conducted in a manner that does not unreasonably interfere with the Development Entity’s business activities and each Party shall pay its own costs and expenses in connection with such inspectionfraud. The right of inspection includes the right to make extracts and take notes. To avoid confusion, this paragraph shall remain in full force and effect regardless of whether either Party or both of the Parties have invoked the Dispute Resolution Procedures herein. (c) The Development Entity 23.1.4 Developer shall retain records all Books and documents Records for a minimum of six three (63) years after the date of final payment under the record or document is generatedPPA Documents; provided, provided that if the Project PPA Documents specify any different time period for retention of particular recordsrecords (including pursuant to Section 23.1.6), such time period shall control, and if applicable Law specifies any longer period, such time period shall control. Any provision of the PPA Documents establishing a stated period for records retention means the period of time, as stated, after the date the record or document is generated, unless specifically provided otherwise. Notwithstanding the foregoing, all records, records which relate to Claims and Disputes being processed or actions brought under the Dispute Resolution Procedures shall be retained and made available until any later date that such Claims, Disputes and actions are finally resolved; provided. 23.1.5 Developer shall permit IFA, upon ten (10) days prior Notice to Developer (which Notice shall identify the persons IFA requests to be present for an interview and describe with reasonable specificity the subject matter to be raised in the interview), to discuss the obligations of Developer under this Agreement with any of the directors, chief executive officer and chief financial officer of Developer or its Representatives, for the purpose of enabling IFA to determine whether Developer is in compliance with this Agreement and applicable Law. To avoid confusion, this paragraph shall remain in full force and effect regardless of whether either Party or both of the Parties have invoked the Dispute Resolution Procedures herein. 23.1.6 Refer to Attachment 1 to Exhibit 22 (Federal Requirements) regarding applicable federal requirements in respect of maintenance and inspection of Books and Records, with which Developer shall comply. 23.1.7 The provisions of Section 3.5.3 apply to those Books and Records that the Development Entity reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure Developer deems confidential or introduction into evidence in legal actionsproprietary.

Maintenance and Inspection of Records. (a) The Development Entity shall keep and maintain within the Commonwealth (or other location approved by the Department in writing in its sole discretion) all books, records and documents relating to the Project, Project Sites, the CNG Facilities, or Project ServicesWork, including copies of all original documents delivered to the Department. The Development Entity shall keep and maintain such books, records and documents in accordance with applicable provisions of the Project Documents and in accordance with Good Industry Practice. The Development Entity shall notify the Department where such records and documents are kept. (b) The Development Entity shall make all its books, records and documents available for inspection by the Department and by the Commonwealth in connection with the Commonwealth audits under Section 26.2 (Audits), at the Development Entity’s offices within the Commonwealth (or other location approved by the Department in writing in its sole discretion) at all times during normal business hours, without charge. The Development Entity shall provide to the Department copies thereof as and when reasonably requested by the Department. The Department may conduct any such inspection upon forty-eight (48) hours’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud or criminal activity. Such inspection shall be conducted in a manner that does not unreasonably interfere with the Development Entity’s business activities and each Party shall pay its own costs and expenses in connection with such inspection. The right of inspection includes the right to make extracts and take notes. (c) The Development Entity shall retain records and documents for a minimum of six (6) years after the date the record or document is generated; provided, that if the Project Documents specify any different time period for retention of particular records, such time period shall control. Notwithstanding the foregoing, all records, which relate to Disputes being processed or actions brought under the Dispute Resolution Procedures shall be retained and made available until any later date that such Disputes and actions are finally resolved; provided, that the Development Entity reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure or introduction into evidence in legal actions.