Common use of Record Retention and Inspection Clause in Contracts

Record Retention and Inspection. Audit Settlement‌ 8.38.1 Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must be kept and maintained by Contractor and must be made available to the County during the Term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will be maintained by Contractor at a location in the County, provided that if any such material is located outside the County, then, at the County’s option, Contractor must pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of Contractor is conducted specifically regarding this Contract by any federal or state auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days of Contractor’s receipt thereof, unless otherwise provided by applicable federal or state law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will be either: a) repaid by Contractor to County by cash payment upon demand, or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 Settlement‌ Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract Master Agreement in accordance with generally accepted accounting principles. Contractor must also maintain accurate and complete employment records and other records relating to its performance of this ContractMaster Agreement. Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this ContractMaster Agreement. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by Contractor and must will be made available to the County during the Term of this Contract Master Agreement and for a period of five years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by Contractor at a location in the County, provided that if any such material is located outside the County, then, at the County’s option, Contractor must pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 8.37.1 In the event that an audit of Contractor is conducted specifically regarding this Contract Master Agreement by any federal or state auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must file a copy of such audit report with the County’s Auditor Auditor-Controller within 30 Days of Contractor’s receipt thereof, unless otherwise provided by applicable federal or state law or under this ContractMaster Agreement. Subject to applicable law, the The County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 8.37.2 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 8.37 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract Master Agreement upon which the County may terminate or suspend this ContractMaster Agreement. 8.38.4 8.37.3 If, at any time during the Term of this Contract Master Agreement or within five years after the expiration or termination of this ContractMaster Agreement, representatives of the County may conduct an audit of Contractor regarding the Work performed under this ContractMaster Agreement, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will be either: (a) repaid by Contractor to the County by cash payment upon demand, demand or (b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract Master Agreement or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract Master Agreement exceed the funds appropriated by the County for the purpose of this ContractMaster Agreement.

Record Retention and Inspection. Audit Settlement‌AUDIT SETTLEMENT 8.38.1 50.1 The Contractor must shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. The Contractor must shall also maintain accurate and complete employment records and other records relating to its performance of this Contract. The Contractor agrees that the County, or its authorized representatives, will shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must shall be kept and maintained by the Contractor and must shall be made available to the County during the Term term of this Contract and for a period of five (5) years thereafter unless the County’s County‟s written permission is given to dispose of any such material prior to such time. All such material will shall be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s County‟s option, the Contractor must shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 50.2 In the event that an audit of the Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must shall file a copy of such audit report with the County’s Auditor County‟s Auditor-Controller within 30 Days thirty (30) days of Contractor’s the Contractor‟s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 50.3 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will Section 50.0 shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 50.4 If, at any time during the Term term of this Contract or within five (5) years after the expiration or termination of this Contract, representatives of the County conduct an audit of the Contractor regarding the Work work performed under this Contract, and if such audit finds that the County’s County‟s dollar liability for any such Work work is less than payments made by the County to the Contractor, then the difference will shall be either: a) repaid by the Contractor to the County by cash payment upon demand, demand or b) at the sole option of the County’s County‟s Auditor-Controller, deducted from any amounts due to the Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s County‟s dollar liability for such Work work is more than the payments made by the County to the Contractor, then the difference will shall be paid to the Contractor by the County by cash payment, provided that in no event will shall the County’s County‟s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract. 50.5 In addition to the above, the Contractor agrees, should the County or its authorized representatives determine, in the County‟s sole discretion, that it is necessary or appropriate to review a broader scope of the Contractor‟s records (including, certain records related to non-County contracts) to enable the County to evaluate the Contractor‟s compliance with the County‟s Living Wage Program, that the Contractor shall promptly and without delay provide to the County, upon the written request of the County or its authorized representatives, access to and the right to examine, audit, excerpt, copy, or transcribe any and all transactions, activities, or records relating to any of its employees who have provided services to the County under this Contract, including without limitation, records relating to work performed by said employees on the Contractor‟s non- County contracts. The Contractor further acknowledges that the foregoing requirement in this subparagraph relative to Contractor‟s employees who have provided services to the County under this Contract is for the purpose of enabling the County in its discretion to verify the Contractor‟s full compliance with and adherence to California labor laws and the County‟s Living Wage Program. All such materials and information, including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign- in/sign-out sheets and other time and employment records, and proprietary data and information, shall be kept and maintained by the Contractor and shall be made available to the County during the term of this Contract and for a period of five (5) years thereafter unless the County‟s written permission is given to dispose of any such materials and information prior to such time. All such materials and information shall be maintained by the Contractor at a location in Los Angeles County, provided that if any such materials and information is located outside Los Angeles County, then, at the County‟s option, the Contractor shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such materials and information at such other location.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 AUDIT SETTLEMENT The Contractor must shall maintain accurate and complete financial records of its activities and operations relating to this Contract Master Agreement in accordance with generally accepted accounting principles. The Contractor must shall also maintain accurate and complete employment records and other records relating to its performance of this ContractMaster Agreement. The Contractor agrees that the County, or its authorized representatives, will shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this ContractMaster Agreement. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must shall be kept and maintained by the Contractor and must shall be made available to the County during the Term term of this Contract Master Agreement and for a period of five (5) years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will shall be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s option, the Contractor must shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 8.37.1 In the event that an audit of the Contractor is conducted specifically regarding this Contract Master Agreement by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must shall file a copy of such audit report with the County’s Auditor Auditor-Controller within 30 Days thirty (30) days of the Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this ContractMaster Agreement. Subject to applicable law, the The County will shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 8.37.2 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspectionsub-Audit Settlement) will paragraph shall constitute a material breach of this Contract Master Agreement upon which the County may terminate or suspend this ContractMaster Agreement. 8.38.4 8.37.3 If, at any time during the Term term of this Contract Master Agreement or within five (5) years after the expiration or termination of this ContractMaster Agreement, representatives of the County may conduct an audit of the Contractor regarding the Work work performed under this ContractMaster Agreement, and if such audit finds that the County’s dollar liability for any such Work work is less than payments made by the County to the Contractor, then the difference will shall be either: a) repaid by the Contractor to the County by cash payment upon demand, or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.demand or

Record Retention and Inspection. Audit Settlement‌AUDIT SETTLEMENT 8.38.1 Contractor must 67.1 CONTRACTOR shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles and as otherwise required under this Contract. Contractor must CONTRACTOR shall also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor . 67.2 CONTRACTOR agrees that the CountyCOUNTY, or its authorized representatives, will and the State of California, or its authorized representatives, shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transactiondocuments, activitypapers, transactions, activities, or record records relating to this Contract. All such materialmaterials, including but not limited to, to all financial records, bank statements, cancelled checks or other proof proofs of payment, timecards, signtime-in/sign-out sheets cards and other time and employment records, and proprietary data and information, must and all other records pertinent to the award and performance of this Contract, shall be kept and maintained by Contractor CONTRACTOR and must shall be made available to the County COUNTY or State authorities, during the Term term of this Contract and for a period of five (5) years thereafter unless after the County’s written permission expiration of the term of this Contract. If before the expiration of that time period, any litigation, claim, financial management review, or audit is given to dispose of any such material prior to such timestarted, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. All such material will shall be maintained by Contractor CONTRACTOR at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s COUNTY'S option, Contractor must CONTRACTOR shall pay the County COUNTY for travel, per diem, and other costs incurred by the County COUNTY to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 67.3 In the event that an audit of Contractor CONTRACTOR is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor auditor, or accountant employed by Contractor CONTRACTOR or otherwise, then Contractor must CONTRACTOR shall file a copy of such audit report with the County’s Auditor Controller COUNTY'S CSS Contract Compliance Manager within 30 Days thirty (30) days of Contractor’s CONTRACTOR'S receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will COUNTY shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 67.4 Failure on the part of Contractor CONTRACTOR to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will Section shall constitute a material breach of this Contract upon which the County COUNTY may terminate or suspend this Contract. 8.38.4 If, at 67.5 At any time during the Term term of this Contract or within five (5) years after the expiration or termination of this Contract, representatives of the County COUNTY may conduct an audit of Contractor CONTRACTOR regarding the Work work performed under this Contract, and if . If such audit finds that the County’s COUNTY'S dollar liability for any such Work work is less than payments made by COUNTY to CONTRACTOR for any fiscal year of the County to the ContractorContract term, then the difference will shall be either: (a) repaid by Contractor CONTRACTOR to County COUNTY by cash payment upon demand, ; or (b) at the sole option of the County’s COUNTY'S Auditor-Controller, deducted from any amounts due to Contractor CONTRACTOR from the CountyCOUNTY, whether under this Contract or otherwise. If such audit finds that the County’s COUNTY'S dollar liability for such Work work is more than the payments made by COUNTY to CONTRACTOR for any fiscal year of the County to ContractorContract term, then the difference will shall be paid to Contractor CONTRACTOR by the County COUNTY by cash payment, provided that in no event will the County’s shall COUNTY'S maximum obligation for this Contract exceed the funds appropriated by the County COUNTY for the purpose of this Contract.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 The Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. The Contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. The Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by the Contractor and must will be made available to the County during the Term term of this Contract and for a period of five (5) years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the of Los Angeles County, then, at the County’s option, the Contractor must will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of the Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days thirty (30) days of the Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five (5) years after the expiration or termination of this Contract, representatives of the County conduct an audit of the Contractor regarding the Work work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work work is less than payments made by the County to the Contractor, then the difference will must be either: a) repaid by the Contractor to the County by cash payment upon demand, demand or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to the Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work work is more than the payments made by the County to the Contractor, then the difference will be paid to the Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.

Record Retention and Inspection. Audit Settlement‌Settlement 8.38.1 Contractor The contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor The contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor The contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by Contractor the contractor and must will be made available to the County during the Term term of this Contract and for a period of five (5) years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by Contractor the contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s option, Contractor must the contractor will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of Contractor the contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by Contractor the contractor or otherwise, then Contractor the contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days thirty (30) days of Contractorthe contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will be either: a) repaid by Contractor to County by cash payment upon demand, or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.under

Record Retention and Inspection. Audit Settlement‌Settlement 8.38.1 Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by Contractor and must will be made available to the County during the Term term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s option, Contractor must will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days of Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s)) in Paragraph 8.38.3 below. 8.38.3 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will must be either: (a) repaid by Contractor to the County by cash payment upon demand, demand or (b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract. 8.38.4 In addition to the above, Contractor agrees, should the County or its authorized representatives determine, in the County’s sole discretion, that it is necessary or appropriate to review a broader scope of Contractor’s records (including, certain records related to non-County contracts) to enable the County to evaluate Contractor’s compliance with the County’s Living Wage Program, that Contractor will promptly and without delay provide to the County, upon the written request of the County or its authorized representatives, access to and the right to examine, audit, excerpt, copy, or transcribe any and all transactions, activities, or records relating to any of its employees who have provided services to the County under this Contract, including without limitation, records relating to Work performed by said employees on Contractor’s non- County contracts. Contractor further acknowledges that the foregoing requirement in this Paragraph relative to Contractor’s employees who have provided services to the County under this Contract is for the purpose of enabling the County in its discretion to verify Contractor’s full compliance with and adherence to California labor laws and the County’s Living Wage Program. All such materials and information, including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign in/sign out sheets and other time and employment records, and proprietary data and information, must be kept and maintained by Contractor and will be made available to the County during the term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such materials and information prior to such time. All such materials and information must be maintained by Contractor at a location in Los Angeles County, provided that if any such materials and information is located outside Los Angeles County, then, at the County’s option, Contractor will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such materials and information at such other location.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 The Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. The Contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. The Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by the Contractor and must will be made available to the County during the Term term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the of Los Angeles County, then, at the County’s option, the Contractor must will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of the Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days days of the Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) subparagraph will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of the Contractor regarding the Work work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work work is less than payments made by the County to the Contractor, then the difference will must be either: a) repaid by the Contractor to the County by cash payment upon demand, demand or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to the Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work work is more than the payments made by the County to the Contractor, then the difference will be paid to the Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor must also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by Contractor and must will be made available to the County during the Term term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s option, Contractor must will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must file a copy of such audit report with the County’s Auditor Controller within 30 Days of Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will make a reasonable effort to maintain the confidentiality of such audit report(s)) in Paragraph 8.38.3 below. 8.38.3 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will must be either: (a) repaid by Contractor to the County by cash payment upon demand, demand or (b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract. 8.38.4 In addition to the above, Contractor agrees, should the County or its authorized representatives determine, in the County’s sole discretion, that it is necessary or appropriate to review a broader scope of Contractor’s records (including, certain records related to non-County contracts) to enable the County to evaluate Contractor’s compliance with the County’s Living Wage Program, that Contractor will promptly and without delay provide to the County, upon the written request of the County or its authorized representatives, access to and the right to examine, audit, excerpt, copy, or transcribe any and all transactions, activities, or records relating to any of its employees who have provided services to the County under this Contract, including without limitation, records relating to Work performed by said employees on Contractor’s non- County contracts. Contractor further acknowledges that the foregoing requirement in this Paragraph relative to Contractor’s employees who have provided services to the County under this Contract is for the purpose of enabling the County in its discretion to verify Contractor’s full compliance with and adherence to California labor laws and the County’s Living Wage Program. All such materials and information, including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign in/sign out sheets and other time and employment records, and proprietary data and information, must be kept and maintained by Contractor and will be made available to the County during the term of this Contract and for a period of five years thereafter unless the County’s written permission is given to dispose of any such materials and information prior to such time. All such materials and information must be maintained by Contractor at a location in Los Angeles County, provided that if any such materials and information is located outside Los Angeles County, then, at the County’s option, Contractor will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such materials and information at such other location.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 Settlement‌ The Contractor must maintain accurate and complete financial records of its activities and operations relating to this Contract Master Agreement in accordance with generally accepted accounting principles. The Contractor must also maintain accurate and complete employment records and other records relating to its performance of this ContractMaster Agreement. The Contractor agrees that the County, or its authorized representatives, will have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this ContractMaster Agreement. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must will be kept and maintained by the Contractor and must will be made available to the County during the Term term of this Contract Master Agreement and for a period of five (5) years thereafter unless the County’s written permission is given to dispose of any such material prior to such time. All such material will must be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s option, the Contractor must will pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 8.37.1 In the event that an audit of the Contractor is conducted specifically regarding this Contract Master Agreement by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must file a copy of such audit report with the County’s Auditor Auditor-Controller within 30 Days thirty (30) days of the Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this ContractMaster Agreement. Subject to applicable law, the The County will make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 8.37.2 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) paragraph will constitute a material breach of this Contract Master Agreement upon which the County may terminate or suspend this ContractMaster Agreement. 8.38.4 8.37.3 If, at any time during the Term term of this Contract Master Agreement or within five (5) years after the expiration or termination of this ContractMaster Agreement, representatives of the County may conduct an audit of the Contractor regarding the Work work performed under this ContractMaster Agreement, and if such audit finds that the County’s dollar liability for any such Work work is less than payments made by the County to the Contractor, then the difference will be either: a) repaid by the Contractor to the County by cash payment upon demand, demand or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to the Contractor from the County, whether under this Contract Master Agreement or otherwise. If such audit finds that the County’s dollar liability for such Work work is more than the payments made by the County to the Contractor, then the difference will be paid to the Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract Master Agreement exceed the funds appropriated by the County for the purpose of this ContractMaster Agreement.

Record Retention and Inspection. Audit Settlement‌ 8.38.1 AUDIT SETTLEMENT Contractor must shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor must shall also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor agrees that the CountyCommission, or its authorized representatives, will shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must shall be kept and maintained by Contractor and must shall be made available to the County Commission during the Term term of this Contract and for a period of five (5) years thereafter unless the CountyCommission’s written permission is given to dispose of any such material prior to such time. All such material will shall be maintained by Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the CountyCommission’s option, Contractor must shall pay the County Commission for travel, per diem, and other costs incurred by the County Commission to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 8.37.1 In the event that an audit of Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must shall file a copy of such audit report with the County’s Auditor Auditor-Controller within 30 Days thirty (30) days of Contractor’s receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will Commission shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 8.37.2 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will Subparagraph 8.37 shall constitute a material breach of this Contract upon which the County Commission may terminate or suspend this Contract. 8.38.4 8.37.3 If, at any time during the Term term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will be either: a) repaid by Contractor to County by cash payment upon demand, or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.five

Record Retention and Inspection. Audit Settlement‌AUDIT SETTLEMENT‌ 8.38.1 Contractor must shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. Contractor must shall also maintain accurate and complete employment records and other records relating to its performance of this Contract. Contractor agrees that the County, or its authorized representatives, will shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must shall be kept and maintained by Contractor and must shall be made available to the County during the Term term of this Contract and for a period of five (5) years thereafter unless the County’s 's written permission is given to dispose of any such material prior to such time. All such material will shall be maintained by Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s 's option, Contractor must shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.1.1 Contractor agrees that County, HHS, State, the Comptroller of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records of Contractor that are directly pertinent to this Contract (as determined by County, HHS, State and the Comptroller of the United States) for the purpose of making audit, examination, excerpts and transcriptions. 8.38.2 In the event that an audit of Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by Contractor or otherwise, then Contractor must shall file a copy of such audit report with the County’s Auditor Controller 's Compliance Manager within 30 Days thirty (30) days of Contractor’s 's receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five (5) years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s 's dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will shall be either: a) repaid by Contractor to County by cash payment upon demand, demand or b) at the sole option of the County’s 's Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s 's dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will shall be paid to Contractor by the County by cash payment, provided that in no event will the shall County’s 's maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.

Record Retention and Inspection. Audit Settlement‌AUDIT SETTLEMENT‌ 8.38.1 The Contractor must shall maintain accurate and complete financial records of its activities and operations relating to this Contract in accordance with generally accepted accounting principles. The Contractor must shall also maintain accurate and complete employment records and other records relating to its performance of this Contract. The Contractor agrees that the County, or its authorized representatives, will shall have access to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, or record relating to this Contract. All such material, including including, but not limited to, all financial records, bank statements, cancelled checks or other proof of payment, timecards, sign-in/sign-out sheets and other time and employment records, and proprietary data and information, must shall be kept and maintained by the Contractor and must shall be made available to the County during the Term term of this Contract and for a period of five (5) years thereafter unless the County’s 's written permission is given to dispose of any such material prior to such time. All such material will shall be maintained by the Contractor at a location in the Los Angeles County, provided that if any such material is located outside the Los Angeles County, then, at the County’s 's option, the Contractor must shall pay the County for travel, per diem, and other costs incurred by the County to examine, audit, excerpt, copy, or transcribe such material at such other location. 8.38.2 In the event that an audit of the Contractor is conducted specifically regarding this Contract by any federal Federal or state State auditor, or by any auditor or accountant employed by the Contractor or otherwise, then the Contractor must shall file a copy of such audit report with the County’s Auditor Controller 's Compliance Manager within 30 Days thirty (30) days of the Contractor’s 's receipt thereof, unless otherwise provided by applicable federal Federal or state State law or under this Contract. Subject to applicable law, the County will shall make a reasonable effort to maintain the confidentiality of such audit report(s). 8.38.3 Failure on the part of the Contractor to comply with any of the provisions of this Paragraph 8.38 (Record Retention and Inspection-Audit Settlement) will shall constitute a material breach of this Contract upon which the County may terminate or suspend this Contract. 8.38.4 If, at any time during the Term term of this Contract or within five years after the expiration or termination of this Contract, representatives of the County conduct an audit of Contractor regarding the Work performed under this Contract, and if such audit finds that the County’s dollar liability for any such Work is less than payments made by the County to the Contractor, then the difference will be either: a) repaid by Contractor to County by cash payment upon demand, or b) at the sole option of the County’s Auditor-Controller, deducted from any amounts due to Contractor from the County, whether under this Contract or otherwise. If such audit finds that the County’s dollar liability for such Work is more than the payments made by the County to Contractor, then the difference will be paid to Contractor by the County by cash payment, provided that in no event will the County’s maximum obligation for this Contract exceed the funds appropriated by the County for the purpose of this Contract.five