Common use of Right to Audit Clause in Contracts

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify Vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with ContractorVendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Vendor and any subcontractors Sub-Vendors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorVendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non- performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 calendar days) from presentation of the StateFSA’s findings to ContractorVendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify Vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with ContractorVendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Vendor and any subcontractors Sub-Vendors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorVendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non- performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 days) from presentation of the StateFSA’s findings to ContractorVendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users’ information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract and for a period of five three (53) years after the completion of this contract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with Contractorvendor’s employees, agents, assigns, successors, and subcontractors, third-party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor vendor and any subcontractors sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Contractorvendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs, and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenonperformance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 days) from presentation of the StateFSA’s findings to Contractorvendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor 18.1 Consultant and subconsultants shall establish maintain and maintain a reasonable make available in San Diego County, California, the accounting records and books of original entry which include, but are not limited to, general ledger, journal entries, trial balance, cash disbursement ledger, cash receipts ledger and the appropriate source documentation. Accounting records must be maintained in accordance with generally accepted accounting practices. The accounting system will be organized in such a manner as to provide direct and indirect cost information. 18.2 Consultant understands and agrees that enables District has the State right to readily review project documents and work in progress and to audit contractfinancial and other records pertaining to the performance of the work under the Agreement, whether such records were prepared by Consultant, its subconsultants or anyone else associated with the work. The State and its authorized representatives In addition, District shall have the right to auditaudit Consultant’s records supporting the invoices submitted including payroll records and time sheets. Consultant shall provide District, at Consultant’s expense, a copy of all such records within three (3) working days of a written request from District. 18.3 District’s right shall also include access at reasonable times to examineConsultant’s office and facilities for the purpose of interviewing employees and inspecting and copying of such books, records, accounts and to make copies of or extracts from all financial and related records (in whatever form they other material which may be kept, whether written, electronic, or other) relating relevant to or pertaining to this contract kept by or a matter under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorsaudit. Such records shall include, but not Consultant’s attorney may be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondencepresent at any such employee interview. Contractor Consultant shall, at all times during no cost to District, furnish reasonable facilities and assistance for such review and audit. Consultant’s failure to provide records or access within the term of this contract and time requested shall preclude Consultant from receiving any payment due under the Agreement until such documents are provided. Consultant agrees to maintain such records for a period of five four (54) years after following final payment under the completion Agreement. 18.4 Consultant is aware that presentation of this contracta claim (any request or demand for money, maintain such recordsproperty, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as requiredservices) by the State. Such records shall be made available to the State during normal business hours at District is subject to the ContractorFalse Claims Act under Government Code section 12650 et seq. Violation of the False Claims Act include treble damages, $10,000 per each false claim, possible referral to the District Attorney for criminal prosecution (Penal Code section 72); and 4) attorney’s office or place fees and costs of businessthe District. In If the event District’s audit reasonably concludes that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at Consultant has falsely presented a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractorsclaim, and the obligations Consultant is unable to rebut same, the Consultant, in addition to reimbursement to the District of these rights those amounts, shall pay for the District’s costs, which includes but is not limited to, auditor’s fees, consulting fees, attorney’s fees, District staff time, and reasonable costs incurred by the District. The District's right to reimbursement under this paragraph shall be explicitly included in addition to any subcontracts or agreements formed between the Contractor and any subcontractors other rights reserved to the extent that those subcontracts or agreements relate District under this Agreement as well as equity and law. 18.5 All Agreements between Consultant and subconsultants shall require the subconsultant to fulfillment of comply with the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorabove requirements concerning their records.

Right to Audit. Contractor 24.1 The PROVIDER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the PROVIDER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorPROVIDER, including, but not limited to those kept by the ContractorPROVIDER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 24.2 The PROVIDER shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor PROVIDER shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe PROVIDER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorPROVIDER’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor place 24.3 The PROVIDER shall ensure the State BRA has these rights with Contractorthe PROVIDER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor PROVIDER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorPROVIDER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor 25.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.2 The ENGINEER shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor BRA. 25.3 The ENGINEER shall ensure the State BRA has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State and Customer or its duly authorized representatives shall shall, until the expiration of three years after final payment under the Agreement, have access to and the right to auditexamine and photocopy any and all books, documents, papers and records of DebtBook which are directly pertinent to examinethe any Fees charged for the Services performed under the Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. The Customer shall have access during normal working hours to make copies of or extracts from all financial necessary DebtBook facilities and related records (shall be provided adequate and appropriate workspace in whatever form they may be kept, whether written, electronic, or other) relating order to or pertaining to this contract kept by or under conduct audits in compliance with the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term provisions of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materialsparagraph. The Contractor Customer shall at any time requested by the State upon 5 days give DebtBook reasonable advance notice, whether during or after completion notice of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the Stateintended audits. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of businessJurisdiction; Venue. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included Notwithstanding anything in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%Section 12(a) of the total contract xxxxxxxxTerms & Conditions to the contrary, any claim arising out of the Agreement must be brought in Williamson County, Texas or the federal courts located in the State of Texas. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. For the avoidance of doubt, the Contractor shall reimburse State of Texas is the State “Governing State” for the total costs all purposes of the auditAgreement. If the audit discovers substantive findings related to fraudImportant Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, misrepresentationDEBTBOOK IP IS PROVIDED “AS IS,” AND DEBTBOOK DISCLAIMS ALL WARRANTIES, or nonWHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-performanceINFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, the contractor shall reimburse the State for total costs of auditUSAGE, OR TRADE PRACTICE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET FORTH IN THE TERMS & CONDITIONS. Notices. Any adjustments and/or payments that must Notice delivered under the Agreement will be made as a result of any such audit or inspection of delivered to the Contractoraddress below each party’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorsignature below.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including but not limited to purchase orders, confirmation of orders or invoices, paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with Contractorvendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor vendor and any subcontractors sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Contractorvendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non‐ performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 calendar days) from presentation of the StateFSA’s findings to Contractorvendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users’ information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract and for a period of five three (53) years after the completion of this contract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with Contractorvendor’s employees, agents, assigns, successors, and subcontractors, third-party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor vendor and any subcontractors sub-vendors to the extent that those subcontracts or agreements relate to fulfillment of the Contractorvendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs, and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenonperformance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 days) from presentation of the StateFSA’s findings to Contractorvendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor shall establish 23.1 The Supplier shall, at all times during the term of this Order and for a period of ten years after the completion of this Order, maintain a reasonable accounting system that enables the State to readily audit contract. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract deed kept by or under the control of the ContractorSupplier, including, but not limited to those kept by the ContractorSupplier, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; , subcontract files, all paid vouchers including those for out-of-pocket expenses; , other reimbursement supported by invoices; , ledgers; , cancelled checks; , deposit slips; , bank statements; , journals; , original estimates; , estimating work sheets; , contract amendments and change order files; backcharge , back charge logs and supporting documentation; , insurance documents; , payroll documents; , timesheets; , memoranda; , and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. . 23.2 The Contractor Supplier shall at any time requested by the State upon 5 days advance noticePurchaser, whether during or after completion of this contract Order and at Contractorthe Supplier’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Purchaser. 23.3 Such records shall be made available to the State Purchaser during normal business hours at the ContractorSupplier’s office or place of business. business upon three (3) days written notice. 23.4 In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor Purchaser. 23.5 The Supplier shall ensure the State Purchaser has these rights with Contractorthe Supplier’s employees, agents, assigns, successors, successors and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Supplier and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment fulfilment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.the

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State COUNTY and its authorized representatives shall in the sole discretion of the COUNTY have the right to audit, to examine, and to make copies of or extracts from all financial and related records (records, in whatever form they may be keptexist, whether written, electronic, or other) relating to or pertaining to recording fees submitted or any other requirements of VENDOR’S performance under the terms of this contract kept MOU. VENDOR authorizes access to such records maintained by or under the control of the ContractorVENDOR, including, but not limited to those kept maintained by the ContractorVENDOR, its employees, agents, assigns, successors, successors and subcontractorssubcontractors for the limited purpose of audit pursuant to this Section. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; procedures and other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting information or underlying documents and materials. The Contractor shall at any time verifications requested by the State upon 5 days advance COUNTY. Upon two (2) business days’ notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) otherwise reasonably agreed by the State. Such parties, such records shall be made available to the State COUNTY during normal business hours at the Contractor’s office or VENDOR’S office, place of businessbusiness or the physical location of the records. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor VENDOR shall ensure the State COUNTY has these rights with Contractor’s VENDOR’S employees, agents, customers, assigns, successors, and subcontractors, sub-contractors and the obligations obligation of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor VENDOR and any subcontractors party to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s VENDORS’ obligations to the StateCOUNTY. In the event that COUNTY requests any records protected by a Confidentiality Agreement, or any claimed privilege of confidentiality, then and in that event, the COUNTY must provide a business justification for needing the information. If the COUNTY in its sole discretion determines that it is unable to procure the information from any other source without undue burden or that the information is needed from the VENDOR to expedite the audit, then the VENDOR, to the extent permitted by law, shall identify such records as “Confidential” prior to production and may require COUNTY to sign a non-disclosure agreement consistent with the COUNTY’s contract control policy. Upon request, the VENDOR shall produce a copy of the Confidentiality Agreement pertaining to the records. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by are the State unless certain exemption criteria are met. If responsibility of VENDOR at the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) discretion of the total contract xxxxxxxxCOUNTY, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (cost not to exceed 90 days) from presentation of the State’s findings to ContractorVENDOR’S revenues unless a material breach is detected.

Right to Audit. Contractor (a) Upon FRONTIER’S request and upon reasonable prior notice, JUNIPER shall establish make pertinent records regarding the Affinity Program, including the source codes assigned by JUNIPER Accounts, which such records shall be retained throughout the Term of this Agreement, available to FRONTIER or its designated auditors, at the sole cost and maintain a expense of FRONTIER, at the business premises of JUNIPER during ordinary business hours, for the purpose of verifying JUNIPER’S compliance with the terms of this Agreement. Nothing herein shall be deemed to grant to FRONTIER the right to audit internal records of JUNIPER regarding the revenues, income, or profits to JUNIPER of the Affinity Program, or generally. (b) Upon JUNIPER’S request and upon reasonable accounting system that enables prior notice, FRONTIER shall make pertinent records regarding the State Affinity Program available to readily JUNIPER or its auditors, at the sole cost and expense of JUNIPER, at the business premises of FRONTIER during ordinary business hours for the sole purpose of verifying FRONTIER’S compliance with the terms of this Agreement. Nothing herein shall be deemed to grant to JUNIPER the right to audit contract. The State and its authorized representatives internal records of FRONTIER regarding the revenues, income, or profits of the Affinity Program to FRONTIER, or generally. (c) Each party shall have the right right, upon reasonable notice to auditthe other, at its own expense, to examineaudit and review the customer service instructions and materials of the other, and shall have the right, subject to make copies privacy law concerns, to reasonably monitor the other’s telemarketing or customer service phone contacts regarding the Affinity Program, (d) Notwithstanding anything in this paragraph to the contrary, if an audit conducted by a party under this paragraph 14 reveals a discrepancy of or extracts from all financial more than ***** between actual data and related records (in whatever form they may be kept, whether written, electronicdata supplied to the other party, or other) relating to or pertaining to between actual performance and performance required under this contract kept by or under the control of the Contractoragreement (if, includingin either such case, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location discrepancy is availablenumerically verifiable), then the financial records, together with party which is the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment subject of the Contractor’s obligations to audit shall pay all of the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne expenses incurred by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State other party in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the connection with such audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify Vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with ContractorVendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Vendor and any subcontractors Sub-Vendors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorVendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non‐ performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 days) from presentation of the StateFSA’s findings to ContractorVendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor 24.1 The PROVIDER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the PROVIDER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorPROVIDER, including, but not limited to those kept by the ContractorPROVIDER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 24.2 The PROVIDER shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor PROVIDER shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe PROVIDER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorPROVIDER’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor or 24.3 The PROVIDER shall ensure the State BRA has these rights with Contractorthe PROVIDER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor PROVIDER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorPROVIDER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit this contract. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, counseling progress records, treatment plans, client attendance records, accounting records, written policies and procedures; all paid vouchers including those for out-of-of- pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.

Right to Audit. Contractor 27.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State OWNER to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State OWNER and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract AGREEMENT kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order subcontract files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor 27.2 The ENGINEER shall, at all times during the term of this contract AGREEMENT and for a period of five (5) ten years after the completion of this contractAGREEMENT, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeOWNER, whether during or after completion of this contract AGREEMENT, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateOWNER. Such records shall be made available to the State OWNER during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor OWNER. 27.3 The ENGINEER shall ensure the State OWNER has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorOWNER.

Right to Audit. Contractor (a) For so long as Buyer's obligation to pay the Purchase Price pursuant to this Agreement continues, and for twelve (12) months thereafter, the Company shall establish maintain books and maintain a reasonable records, consistent with sound business and accounting system that enables the State practices and in such form and in such detail as to readily audit contract. The State and its authorized representatives shall have the right to auditenable Company, through an independent certified public accountant, to examine, and verify the amounts payable to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining it pursuant to this contract kept by or under Agreement; (b) Upon the control prior written request of the Contractor, includingCompany, but not limited more than once during the time period that the Purchase Price is to those kept be paid, the Buyer shall permit an independent certified public accounting firm selected by the ContractorSellers or the Company and approved by the Buyer, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but which approval will not be limited tounreasonably withheld, accounting recordsto have access, written policies and procedures; all paid vouchers including those during normal business hours, to such of the records of the Buyer, restricted to sales data specific to products covered by this Agreement as may be reasonably necessary to verify the accuracy of the sales of the Buyer for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of Purchased Assets pursuant to this contract and for a period of five Agreement. (5i) years after the completion of this contract, maintain such records, together Buyer shall provide reasonable cooperation with such supporting accounting firm and shall not charge the Company for such cooperation. (ii) The accounting firm shall be bound by obligations of confidentiality and may disclose to the Buyer only whether the records are correct or underlying documents not and materials. The Contractor the specific details concerning any discrepancis; otherwise the account firm shall at be prohibited from disclosing any time requested by information obtained or generated in connectio with such review to the State upon 5 days advance notice, whether during Company or after completion of to any persons. (iii) All audit materials and reports shall be held in confidence and not used for any purpose except for enforcing this contract and at Contractor’s own expense make such records available for inspection and audit Agreement. (including copies and extracts of records as requirediv) by the State. Such records Prompt adjustment shall be made available to the State during normal business hours for any errors disclosed by such examination. (v) Any such audit shall be at the ContractorCompany’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metexpense. If the an audit identifies overpricing or overcharges (of any nature) by the Contractor reveals underpayments to the State in excess of one-half of one Company’s for a particular period exceeding ten percent (.510%) of the total contract xxxxxxxxpayments made to the Company by the Buyer with respect to that period, such underpayment is evidenced as both inadvertent and remedied within the subsequent period, the Contractor Buyer shall reimburse fully pay the State for balance of any underpayment within 30 days of such findings and the total costs cost of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorprecipitated said results.

Right to Audit. Contractor 25.1 The Service Provider shall establish and maintain a reasonable accounting system that enables the State IDC to readily audit contract. identify the Service Provider’s assets, expenses, costs of goods, and use of funds in relation to the Service. 25.2 The State IDC and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Agreement kept by or under the control of the ContractorService Provider, including, but not limited to those kept by the ContractorService Provider, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checkscheques; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back charge logs and supporting documentation; insurance certificates (and, if permitted by the Services Provider’s insurers at the time, suitable documents) ; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.3 The Service Provider shall, at all times during the term of this contract Agreement and for a period of five 5 (5five) years after the completion of this contractAgreement, maintain such records, together with such supporting or underlying documents and materials. . 25.4 The Contractor Service Provider shall at any time requested by the State upon 5 days advance noticeIDC, whether during or after completion of this contract Agreement, and at Contractorthe Service Provider’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateIDC. Such records shall be made available to the State IDC during normal business hours at the ContractorService Provider’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor IDC. 25.5 The Service Provider shall ensure that the State IDC has these rights with Contractorthe Service Provider’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Service Provider and any subcontractors to the extent that those subcontracts or agreements Agreements relate to fulfillment fulfilment of the ContractorService Provider’s obligations to the State. IDC. 25.6 Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State IDC unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor Service Provider to the State IDC in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxx, the Contractor Service Provider shall reimburse the State IDC for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non‐ performance, the contractor shall reimburse IDC may recoup the State for total costs of auditthe audit work from the Service Provider. Any adjustments and/or payments that must be made as a result of any such audit or auditor inspection of the ContractorService Provider’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateIDC’s findings to Contractor.the Service Provider. who warrants that he/she is duly authorised thereto SIGNED at on 2016 For: who warrant that they are duly authorised thereto The actual IDC requirement will be confirmed on a need (ad hoc) basis. Therefore the actual Scope of Work will be confirmed as the need arise. Postal Address: Telephone Number: Email: Contact Person: Facsimile Number:

Right to Audit. Contractor 25.1 The CONSULTANT shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the CONSULTANT’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorCONSULTANT, including, but not limited to those kept by the ContractorCONSULTANT, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.2 The CONSULTANT shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor CONSULTANT shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe CONSULTANT’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorCONSULTANT’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor such 25.3 The CONSULTANT shall ensure the State BRA has these rights with Contractorthe CONSULTANT’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor CONSULTANT and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorCONSULTANT’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor shall establish and maintain a reasonable an accounting system that enables the NCPG and the State to readily audit this contract. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, counseling progress records, treatment plans, client attendance records, accounting records, written policies and procedures; all paid vouchers including those for out-of-of- pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentationamendments; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the NCPG or the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the NCPG or the State during normal business hours at the Contractor’s office or place of business. In the event that If no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State GPD to readily audit contractidentify Offeror’s assets, expenses, costs of goods, and use of funds. The State GPD and its any of their authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to its Proposal, the solicitation, or this contract Agreement, which are kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including bids of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back-charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this any awarded contract and for a period of five three (53) years after the completion date of this final payment under any awarded contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance noticeGPD and any of their authorized representatives, whether during before, during, or after completion of this contract an awarded contract, and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateGPD and any of their authorized representatives. Such records shall be made available to the State GPD and any of their authorized representatives during normal business hours at the Contractor’s office or place of businessbusiness without prior notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the StateGPD and any of their authorized representatives. Contractor shall ensure the State GPD and any of their authorized representatives has these rights with Contractor’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the StateGPD and any of their authorized representatives. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State GPD and any of their authorized representatives unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State GPD and any of their authorized representatives in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State GPD or the entity that conducted the audit for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenon‐performance, the contractor shall reimburse GPD may recoup the State for total costs of auditthe audit work from the Contractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s GPD, States and any of their authorized representatives’ findings to Contractor.

Right to Audit. Contractor (1) AGENCY shall establish and maintain a reasonable accounting system that enables the State COUNTY to readily audit contractidentify AGENCY’s assets, expenses, costs of goods, and use of funds. The State COUNTY and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) ), relating to or pertaining to this contract Agreement, or other funding sources of AGENCY, kept by or under the control of the ContractorAGENCY, including, but not limited to to, those kept by the ContractorAGENCY, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, ; written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge Program activity logs and supporting documentation; insurance documents; payroll documents; timesheets; Program attendance records; memoranda; and correspondence. Contractor correspondence related to funding and Program activities. (2) AGENCY shall, at all times during the term of this contract Agreement and for a period of five three (53) years after the completion of this contractAgreement, maintain such records, together with such supporting or underlying documents and materials. The Contractor AGENCY shall at any time requested by the State upon 5 days advance noticeCOUNTY or its authorized representatives, whether during or after completion of this contract Agreement, and at ContractorAGENCY’s own expense expense, make such records available for inspection and audit (including copies and extracts of records as required) required by the StateCOUNTY). Such records shall be made available to the State COUNTY or its authorized representatives during normal business hours at the ContractorAGENCY’s office or place of businessbusiness and without prior notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor COUNTY. (3) AGENCY shall ensure the State COUNTY has these rights with ContractorAGENCY’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor AGENCY and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorAGENCY’s obligations to the State. COUNTY. (4) Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State COUNTY unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor AGENCY to the State COUNTY in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxx, the Contractor AGENCY shall reimburse the State COUNTY for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenon‐performance, COUNTY may recoup the contractor shall reimburse the State for total costs of auditthe audit work from the AGENCY. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the ContractorAGENCY’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateCOUNTY’s findings to ContractorAGENCY.

Right to Audit. Contractor shall establish and maintain a (a) Upon reasonable accounting system that enables the State to readily audit contract. The State prior written notice, each Customer and its authorized representatives shall have the right to auditconduct in-depth audits of (a) Becancour LP's operations, to examineincluding its facilities and books and records, and (b) the basis for the Actual Full Cost charged by Becancour LP to make copies such Customer, in connection with this Agreement, one (1) time per calendar year or more frequently if reasonably required in order to comply or remain in compliance with any applicable Law. Each Customer shall bear the costs of or extracts from all financial audits conducted by such Customer. (b) Becancour LP shall provide the auditing Customer and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, contractors, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; or other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together representatives with such supporting or underlying documents information, reasonable assistance and materialsaccess to Becancour LP's premises, employees and books and records as is reasonably necessary in order for such Customer to fully and promptly carry out each audit. Becancour LP shall ensure that all of its personnel reasonably cooperate with any such audit. (c) If a Customer's exercise of its rights under this Section 8.1 results in audit findings that Becancour LP has failed to perform its obligations under this Agreement, the auditing Customer shall make the audit findings available to Becancour LP and the other Customer. The Contractor Customers and Becancour LP shall at any use commercially reasonable efforts to agree to a remedial plan and a timetable for achievement of the planned actions and/or improvements. Following such agreement, Becancour LP shall implement that plan in accordance with the agreed time requested table and shall confirm its completion by a notice in writing to such Customer. (d) If a Customer's exercise of its rights under this Section 8.1 results in audit findings that a Customer has overpaid or underpaid for Product (in each case after giving effect to a Price True-Up for the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit applicable period) then (including copies and extracts of records as requiredi) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In in the event that no of an overpayment, Becancour LP shall pay such location is availableCustomer's overpayment, then or (ii) in the financial recordsevent of an underpayment, together with the supporting or underlying documents and recordssuch Customer shall pay Becancour LP an amount equal to such underpayment, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors each case within thirty (30) days following such delivery to the extent that those subcontracts or agreements relate to fulfillment Becancour LP of the Contractor’s obligations to the State. Costs audit findings unless disputed by Becancour LP, in which case, promptly following final determination of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State such dispute in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.accordance with Article X.

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contractthis Agreement. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Agreement kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorsSubcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract Agreement and for a period of five (5) years after the completion of this contractAgreement, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance noticeState, whether during or after completion of this contract Agreement and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractorsSubcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors Subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract Agreement xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor Contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor. DISASTER RECOVERY/BACK UP PLAN. The Contractor shall have a disaster recovery and back-up plan, of which a copy should be provided to the State, which includes, but is not limited to equipment, personnel, facilities, and transportation, in order to continue services as specified under these specifications in the event of a disaster.

Right to Audit. Contractor During the Term and for two years thereafter, (i) UPSTREAM shall establish maintain, and shall cause its subcontractors (including the Contractor) to maintain, true and accurate records of all information relating to its performance of the Services and all transactions pursuant to this Agreement and (ii) ORBITZ shall maintain a reasonable accounting system that enables true and accurate records of all information relating to the State ARC -------- *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to readily audit contractthe omitted portions. The State 20 and Direct Connect reports prepared by ORBITZ and provided to UPSTREAM in connection with this Agreement. ORBITZ, its auditors or its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at and upon reasonable advance written notice to UPSTREAM to conduct audits or inspections of those books and records, HR procedures and facilities, and other documentation reasonably necessary to verify compliance with the Contractor’s office terms of this Agreement, accuracy of invoices and reports provided herein. UPSTREAM, its auditors or place its authorized representatives shall have the right during normal business hours and upon reasonable advance written notice to ORBITZ to conduct audits or inspections of businessthose books, records and other documentation reasonably necessary to verify compliance with the terms of this Agreement and accuracy of the ARC and Direct Connect reports. In the event that no any such location is availableaudit reveals material errors by a variance of 5% or more, then the financial recordsauditing party reserves the right, together in addition to any other remedies available to such party under this Agreement, at law or in equity, to recover from the audited party the reasonable costs incurred by the auditing party in connection with such audit. In addition, upon reasonable advance written notice to UPSTREAM, ORBITZ, its auditors or authorized representatives shall have access at all reasonable times to the supporting part of any facilities at which UPSTREAM is providing the Services, to the UPSTREAM personnel, to all ORBITZ-related data maintained by UPSTREAM and to documentation relating to the Services for the purpose of performing audits and to verify the integrity of data owned by ORBITZ, to examine the systems that process, store, support and transmit that data, and to examine UPSTREAM's performance of the Services. Each party's right to conduct inspections and audits under this Section 8.11 shall not be conducted more than twice per year (provided that if a variance of 5% or underlying documents and recordsmore is found in any particular audit, then the auditing party shall be made available for allowed an additional audit at a time in that same year). All audits and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights inspections hereunder shall be explicitly included conducted in any subcontracts or agreements formed between the Contractor and any subcontractors such a way so as to avoid, to the extent that those subcontracts or agreements relate to fulfillment possible, any disruption of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractoraudited party's business.

Right to Audit. Contractor shall establish maintain books, records, documents, and maintain a reasonable other evidence directly pertinent to the performance of the Work under this Contract in accordance with generally accepted accounting system that enables the State to readily audit contractprinciples and practices consistently applied and Federal Acquisition Regulations, Parts 30 and 31, as applicable. The State GCRTA and its authorized representatives shall have the right to audit, to examine, examine and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, successors and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract Contract and for a period of five (5) three years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance noticeGCRTA, whether during or after completion of this contract Contract, and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateGCRTA. Such records shall be made available to the State GCRTA during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the StateGCRTA. Contractor shall ensure the State GCRTA has these rights with Contractor’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the auditGCRTA. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, GCRTA may recoup the contractor shall reimburse the State for total costs of auditthe audit work from the Contractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateGCRTA’s findings to Contractor. Under 49 U.S.C. 5325(g), FTA has the right to examine and inspect all records, documents, and papers, including contracts, related to any FTA project financed with Federal assistance authorized by 49 U.S.C. Chapter 53.

Right to Audit. If Contractor shall establish is audited or required to disclose financial and maintain a reasonable accounting system that enables the State to readily audit contract. The State related records for any reason, then Contractor and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Master Agreement kept by or under the control of the ContractorSubcontractor, including, but not limited to those kept by the ContractorSubcontractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor Subcontractor shall, at all times during the term of this contract Master Agreement and for a period of five (5) years after the completion of this contractMaster Agreement, maintain such records, together with such supporting or underlying documents and materials. The Contractor Subcontractor shall at any time requested by the State upon 5 days advance noticeContractor, whether during or after completion of this contract and at Contractor’s own expense Master Agreement, make such records available for inspection and audit (including copies and extracts of records as required) by the StateContractor. Such records shall be made available to the State Contractor during normal business hours at the ContractorSubcontractor’s office or place of businessbusiness and subject to a three (3) day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the StateSubcontractor. Contractor Subcontractor shall ensure the State Contractor has these rights with ContractorSubcontractor’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Subcontractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractorsubcontractor’s obligations to the StateContractor. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State Contractor unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Subcontractor to Contractor to the State in excess of one-half of one percent (.51%) of the total contract xxxxxxxxxxxxxxxx for the Project, the Contractor Subcontractor shall reimburse the State Contractor for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenon‐performance, Contractor may recoup the contractor shall reimburse the State for total costs of auditthe audit work from the Subcontractor. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the ContractorSubcontractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateContractor’s findings to ContractorSubcontractor.

Right to Audit. Contractor The District shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State and its authorized representatives shall have the right to audit, to examinemaintain, and shall cause the District’s contractors and their subcontractors and/or suppliers as applicable to make copies of or extracts from maintain all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to the management of and services performed under this contract kept by or under the control Agreement and, related subcontracts, and performance of the Contractorservices pursuant to this Agreement, includingin their original form, including but not limited to those kept by the Contractorto, its employeesreports, agentsdocuments, assignsdeliverables, successorsemployee time sheets, accounting procedures and practices, records of financial transactions, and subcontractorsother evidence, regardless of form (e.g., machine readable media such as disk, tape, etc.) or type (e.g., databases, applications software, database management software, utilities, etc.), sufficient to properly reflect all costs claimed to have been incurred and services performed pursuant to this Agreement. Such If the District, the District’s contractors, and their subcontractors and/or suppliers are required to submit cost or pricing data in connection with this Agreement, the District must maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used. All records shall includebe retained and shall be subject to examination and audit by LADWP personnel or by LADWP’s agents (herein after Authorized Auditors), but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of not less than five (5) years after following final payment made by LADWP hereunder or the completion expiration date of this contractAgreement, maintain whichever is later. The District shall make said records or to the extent accepted by the Authorized Auditors, photographs, micro-photographs, etc. or other authentic reproductions thereof, available to the Authorized Auditors at the District’s offices at all reasonable times and without charge. The Authorized Auditors will have the right to reproduce, photocopy, download, transcribe, and the like any such records, together with such supporting or underlying documents . Any information provided by the District on machine-readable media shall be provided in a format accessible and materialsreadable by the Authorized Auditors. The Contractor District shall not, however, be required to furnish the Authorized Auditors with commonly available software. The District, District’s contractors, and their subcontractors and/or suppliers, as applicable to the services provided under this Agreement, shall be subject at any time requested within 60 calendar days, prior written notice to audits or examinations by Authorized Auditors, relating to all xxxxxxxx and to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits will be performed using generally accepted auditing practices and principles and applicable City, State, and Federal government audit standards. For contractors, subcontractors, and suppliers that utilize or are subject to the State upon 5 days advance noticeFederal Acquisition Regulation (FAR), whether during Part 30 and 31, et. seq. accounting procedures, or after completion of this contract a portion thereof, examinations and at Contractoraudits will utilize such information. To the extent that the Authorized Auditor’s own expense make such examination or audit reveals inaccurate, incomplete or noncurrent records, or records available for inspection and audit (including copies and extracts of records as required) by are unavailable, the State. Such records shall be made available considered defective. Consistent with standard auditing procedures, the District will be provided sixty (60) calendar days to review the Authorized Auditor’s examination results or audit and respond to LADWP prior to the State during normal business hours at examination’s or audit’s finalization and public release. If the ContractorAuthorized Auditor’s office examination or place of business. In audit indicates the event that no such location is availableDistrict has been overpaid under a previous payment application, then the financial records, together with the supporting or underlying documents and records, identified overpayment amount shall be made available for audit at a time and location that is convenient for paid by the StateDistrict to LADWP within sixty (60) calendar days of notice to the District. Contractor The District shall ensure the State has these rights with Contractor’s assignscontractually require all contractors, successors, and subcontractors, and suppliers performing services under this Agreement to comply with the obligations provisions of these rights shall be explicitly included this section by inserting this provision PSC-22 in each contractor contract and by contractually requiring each subcontractor to insert this provision PSC-22 in any subcontracts or agreements formed between of its subcontractor contracts related to services under this Agreement. In addition, the Contractor District, their contractors, their subcontractors, and/or suppliers, shall also include the following language in each contract: “The Los Angeles Department of Water and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment Power (LADWP) is a third party beneficiary of the Contractor’s obligations to foregoing audit provision. The benefits of the Stateaudit provision shall inure solely for the benefit of LADWP. Costs The designation of LADWP as a third party beneficiary of the audit provision shall not confer any audits conducted under rights or privileges on the authority District, their contractors, and/or their subcontractors or any other person/entity.” The provisions of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing section shall survive expiration or overcharges (termination of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorthis Agreement.

Right to Audit. Contractor 25.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.2 The ENGINEER shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor BRA. 25.3 The ENGINEER shall ensure the State BRA has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor 25.1 The Service Provider shall establish and maintain a reasonable accounting system that enables the State IDC to readily audit contract. identify the Service Provider’s assets, expenses, costs of goods, and use of funds in relation to the Service. 25.2 The State IDC and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Agreement kept by or under the control of the ContractorService Provider, including, but not limited to those kept by the ContractorService Provider, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checkscheques; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back charge logs and supporting documentation; insurance certificates (and, if permitted by the Services Provider’s insurers at the time, suitable documents) ; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.3 The Service Provider shall, at all times during the term of this contract Agreement and for a period of five 5 (5five) years after the completion of this contractAgreement, maintain such records, together with such supporting or underlying documents and materials. . 25.4 The Contractor Service Provider shall at any time requested by the State upon 5 days advance noticeIDC, whether during or after completion of this contract Agreement, and at Contractorthe Service Provider’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateIDC. Such records shall be made available to the State IDC during normal business hours at the ContractorService Provider’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor IDC. 25.5 The Service Provider shall ensure that the State IDC has these rights with Contractorthe Service Provider’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Service Provider and any subcontractors to the extent that those subcontracts or agreements Agreements relate to fulfillment fulfilment of the ContractorService Provider’s obligations to the State. IDC. 25.6 Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State IDC unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor Service Provider to the State IDC in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxx, the Contractor Service Provider shall reimburse the State IDC for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performancenon‐performance, the contractor shall reimburse IDC may recoup the State for total costs of auditthe audit work from the Service Provider. Any adjustments and/or payments that must be made as a result of any such audit or auditor inspection of the ContractorService Provider’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateIDC’s findings to Contractor.the Service Provider. who warrants that he/she is duly authorised thereto SIGNED at on 2016 For: who warrant that they are duly authorised thereto The IDC shall be entitled to request the bidder to perform ad hoc services which does not form directly part of the Scope of Work, Postal Address: Telephone Number: Email: Contact Person: Facsimile Number:

Right to Audit. Contractor The Grantee Auditors Oversight Authority shall establish and maintain a reasonable accounting system that enables the State Grantor Ministry of Financial Services and Commerce to readily audit contractidentify the use of the grant. The State and its authorized representatives CI Government shall have the right to audit, to examine, examine and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorsPurchase Agreement. Such records shall include, but not be limited to, accounting records, written policies and procedures; , subcontract files, all paid vouchers including those for out-of-pocket expenses; , other reimbursement supported by invoices; , ledgers; , cancelled checks; , deposit slips; , bank statements; , journals; , original estimates; , estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; , payroll documents; , timesheets; memoranda; , memoranda and correspondence. Contractor The Grantee shall, at all times times, during the term of this contract the Purchase Agreement and for a period of five (5) 5 years after the completion end of this contractthe Purchase Agreement, keep and maintain such records, together with such supporting or underlying documents and materials. All records shall be maintained in accordance with generally accepted accounting principles. The Contractor Grantee shall at any time requested by the State upon 5 days advance noticeCI Government, whether during or after completion the end of this contract the Purchase Agreement, and at Contractorthe Grantee’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateCI Government at all reasonable times and without prior notice. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the The obligations of these rights this Section shall be explicitly included in any subcontracts sub-contracts or agreements formed between the Contractor Grantee and any subcontractors or supplier of goods or services to the extent that those subcontracts or agreements relate to the fulfillment of the ContractorGrantee’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the auditCI Government. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, CI Government will deal with the contractor shall reimburse matter appropriately. It could potentially have an effect on future grants decision to the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorGrantee.

Right to Audit. Contractor The Tenant shall establish maintain accurate and maintain a reasonable complete records of its activities and operations relating to this Lease in accordance with generally accepted accounting system that enables the State to readily audit contractprinciples. The State and Tenant agrees that the Landlord or its authorized representatives agents shall have access to and the right to examine, audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronicexcerpt, or other) copy any pertinent transaction, activity, records, software and any records in electronic form relating to or pertaining to this contract kept by or under the control of the Contractor, including, Lease including but not limited to those kept financial statements, invoices, documents, receipts, costs, and any and all other agreement or sources of information that may in the Landlord’s judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by this Lease. All costs shall also be supported by properly executed payrolls, time records, invoices, contracts or vouchers, or other official documentation evidencing in proper detail the nature and propriety of other accounting documents pertaining in whole or in part to this Lease and shall be clearly identified and readily accessible. The Landlord or its designee shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Lease. The Tenant agrees to make such records, books of account, and other materials available to Landlord at its office during normal business hours and upon three (3) days’ notice at a location in Miami-Dade County, Florida, provided that if any such material is located outside Miami-Dade County, then, at Landlord’s option the Tenant shall pay the Landlord for the travel, per diem, and other costs incurred by the ContractorLandlord to examine, its employeesaudit, agentsexcerpt or copy such material at such other location. At such times and in such form as the Landlord may require, assignsthere shall be furnished to Landlord such statements, successorsrecords, reports, data, and subcontractorsinformation as the Landlord may request pertaining to matters covered by this Lease. Such records shall include, but not be limited to, accounting All records, written policies books of account, and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times materials will be made available to Landlord during the term of this contract Lease including any and all renewals thereof and for a period of five three (53) years after receipt of final payment or all pending matters are closed, whichever is later. If an audit, litigation or other action involving this Lease is started before the completion end of this contractthe three year period, maintain such recordsthe records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, together with such supporting whichever is later. Any contract or underlying documents and materials. The Contractor shall at any time requested other agreement issued by the State upon 5 days advance notice, whether during Tenant or after completion of its contractors related to this contract Lease for work and/or any sublease shall have an audit clause similar in form and at Contractor’s own expense make such records available for execution to this clause. Such inspection and audit shall be at Landlord’s expense unless it shall disclose a cumulative variance of more than three percent (including copies and extracts of records as required3%) from the stated base rent and/or other payments in the agreement for any period covered by the Stateinspection or audit, or if the audit reveals that the condition of the Tenant’s records is such that the revenue due the Landlord cannot be properly determined. Such records In the event of either condition described above, the cost of such inspection or audit, including any applicable travel costs, shall be made available at Tenant’s expense and shall be immediately paid to the State during normal Landlord within five business hours at the Contractor’s office or place days of businessreceipt of invoice. In the event that no such location an audit is availableconducted by the Tenant specifically regarding this Lease by any Federal or State auditor, or by any auditor or accountant employed by the Tenant, then the financial records, together Tenant shall file a copy of the audit report with the supporting Landlord’s auditor within thirty (30) days of Tenant’s receipt thereof, unless otherwise provided by applicable Federal or underlying documents and recordsState law. Landlord shall make a reasonable effort to maintain confidentiality of such audit report(s). This audit right clause shall not construed to limit, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assignsrevoke, successorsor abridge any other rights, and subcontractorspowers, and the or obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right relating to audit and not addressed elsewhere will be borne which the Landlord may have by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxxState, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentationCity, or non-performanceFederal statute, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit ordinance, regulation, or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractoragreement, whether those rights, powers, or obligations are express or implied.

Right to Audit. Contractor 27.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 27.2 The ENGINEER shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeXXX, whether during or after completion of this contract Contract, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor BRA. 27.3 The ENGINEER shall ensure the State BRA has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.formed

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State and its authorized representatives Licensor shall have the right to audit, hire an independent auditor to examine, audit the books and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited Licensee with respect to those kept by all transactions regarding the Contractor, its employees, agents, assigns, successors, Deliverables and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five Licensed Products in accordance with the following provisions: (5i) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records Licensee shall be made available given written notice of such audit at least __ days prior to the State commencement thereof; (ii) such audit shall be conducted during normal business hours at hours; (iii) the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of Licensor may exercise this right to audit no more frequently than once every 12 months; (iv) the independent auditor shall be either: (a) one of the big four accounting firms; or (b) such other firm as may be reasonably acceptable to the Licensee; (v) the independent auditor shall agree in writing to maintain the confidentiality of all information received in such audit except that the independent auditor shall disclose to the Licensor any information relating to the Deliverables, the Licensed Products, and not addressed elsewhere will the royalties payable to the Licensor under this Agreement; (vi) the independent auditor shall be borne allowed to examine and audit all books, records, and accounts as may under recognized accounting practices contain information bearing upon the amount of royalties payable to the Licensor under this Agreement; (vii) the Licensee agrees to cooperate fully with any such audit; (viii) the parties agree to accept as final and binding any rulings and findings by such auditor and to pay promptly any amounts due to the other party with respect to any period audited; and (ix) the fees of such independent auditor shall be paid by the State Licensor unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) shows a shortfall in amounts received by the Contractor to Licensor of at least $__________; in which case the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor Licensee shall reimburse the State Licensor promptly for the total reasonable costs and expenses of the such audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorincluding accountants' and attorneys' fees incurred therewith.

Right to Audit. Contractor x. XXXXX shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. The State and its authorized representatives shall have the right to audit, to examinemaintain, and shall cause its respective consultants and/or suppliers as applicable to make copies maintain all records pertaining to the management of or extracts from all financial the Contract and related records (subcontracts, and performance of services pursuant to the Contract, in whatever form they may be kepttheir original form, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, including but not limited to those kept by the Contractorto, its employeesreports, agentsdocuments, assignsdeliverables, successorsemployee time sheets, accounting procedures and practices, records of financial transactions, and subcontractorsother evidence, regardless of form (e.g., machine readable media such as disk, tape, etc.) or type (e.g., databases, applications software, database management software, utilities, etc.), sufficient to properly reflect all costs claimed to have been incurred and services performed pursuant to the Contract. Such If LASAN, LASAN's consultants and/or suppliers are required to submit cost or pricing data in connection with the Contract, LASAN shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used. All records shall includebe retained, but not and shall be limited tosubject to examination and audit by LADWP personnel or by LADWP's agents (herein after referred to as Authorized Auditors), accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of not less than five (5) years after following payment made by LADWP hereunder or the completion expiration date of this contractthe Agreement, maintain whichever is later. x. XXXXX shall make said records, or to the extent accepted by the Authorized Auditors, photographs, micro-photographs, etc. or other authentic reproductions thereof, available to the Authorized Auditors at LASAN's offices at all reasonable times at LADWP’s expense. Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records, together with such supporting or underlying documents . Any information provided by LASAN on machine-readable media shall be provided in a format accessible and materials. The Contractor shall at any time requested readable by the State upon 5 Authorized Auditors. LASAN shall not, however, be required to furnish the Authorized Auditors with commonly available software. x. XXXXX’x contractors, consultants and/or suppliers, as applicable to the services provided under the Contract, shall be subject to audits or examinations by Authorized Auditors following 60 days advance prior notice, whether during relating to all xxxxxxxx and to verify compliance with all Contract requirements relative to practices, methods, procedures, performance, compensation, and documentation. d. Examinations and audits will be performed using generally accepted auditing practices and principles and applicable City, County, State, and Federal government audit standards. For LASAN’s contractors, consultants, sub-consultants, and suppliers that utilize or after completion of this contract are subject to Federal Acquisition Regulation (FAR), Parts 30 and at Contractor’s own expense make 31, et seq. accounting procedures, or a portion thereof, examinations and audits will utilize such information. e. To the extent that the Authorized Auditor's examination or audit reveals inaccurate, incomplete or noncurrent records, or records available for inspection and audit (including copies and extracts of records as required) by are unavailable, the State. Such records shall be made available considered defective. f. Consistent with standard auditing procedures, LASAN will be provided 60 calendar days to review the Authorized Auditor's examination results or audit and respond to LADWP prior to the State during normal business hours at examination's or audit's finalization and public release. g. If the Contractor’s office Authorized Auditors' examination or place of business. In audit indicates LASAN has been overpaid under a previous payment application, the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, identified overpayment amount shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations paid by LASAN to LADWP within 180 calendar days of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors notice to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractor.LASAN

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify Vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub−vendors, or third party suppliers in whatever form they may be kept − written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e−mail. Vendor shall ensure the State FSA has these rights with ContractorVendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Vendor and any subcontractors Sub−Vendors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorVendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non− performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 calendar days) from presentation of the StateFSA’s findings to ContractorVendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor 27.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State OWNER to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State OWNER and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract AGREEMENT kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract AGREEMENT amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 27.2 The ENGINEER shall, at all times during the term of this contract AGREEMENT and for a period of five (5) ten years after the completion of this contractAGREEMENT, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeOWNER, whether during or after completion of this contract AGREEMENT, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateOWNER. Such records shall be made available to the State OWNER during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor OWNER. 27.3 The ENGINEER shall ensure the State OWNER has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorOWNER.

Right to Audit. Contractor GES shall establish and maintain a reasonable accounting system that enables the State SSCSD to readily audit contractidentify GES’s expenses, costs of goods, and use of funds arising out of or related to those services to be provided by GES in accordance with Section V, subsections D, H, K, M. S. T and U of this Amendment and Restatement (“Auditable Provisions”). The State SSCSD and its authorized representatives accountants and auditors shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept the above referenced Auditable Provisions owned by or under the control of the ContractorGES, including, but not limited to those kept by the ContractorGES, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back-charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor GES shall, at all times during the term of this contract Amendment and Restatement and for a period of five (5) three years after the completion of this contract, Amendment and Restatement maintain such records, together with such supporting or underlying documents and materials. The Contractor GES shall at any time requested by the State upon 5 days advance noticeSSCSD, whether during or after completion of this contract Amendment and Restatement, and at ContractorXXX’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateSSCSD. Such records shall be made available to the State SSCSD during normal business hours at the ContractorSSCSD’s business office or place of businesswithout delay. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor GES shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor GES and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorGES’s obligations to the State. Costs of any audits conducted SSCSD under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metSection VI. If the audit identifies misappropriation or misallocation of SSCSD funds or overpricing or overcharges (of any nature) by the Contractor GES to the State SSCSD in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxxallocations, the Contractor GES shall reimburse the State SSCSD for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non‐ performance, SSCSD may recoup the contractor shall reimburse the State for total costs of auditthe audit work from GES. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s GES invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateSSCSD’s findings to ContractorGES.

Right to Audit. Contractor 25.1 The Service Provider shall establish and maintain a reasonable accounting system that enables the State IDC to readily audit contract. identify the Service Provider’s assets, expenses, costs of goods, and use of funds in relation to the Service. 25.2 The State IDC and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Agreement kept by or under the control of the ContractorService Provider, including, but not limited to those kept by the ContractorService Provider, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checkscheques; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge back charge logs and supporting documentation; insurance certificates (and, if permitted by the Services Provider’s insurers at the time, suitable documents) ; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.3 The Service Provider shall, at all times during the term of this contract Agreement and for a period of five 5 (5five) years after the completion of this contractAgreement, maintain such records, together with such supporting or underlying documents and materials. . 25.4 The Contractor Service Provider shall at any time requested by the State upon 5 days advance noticeIDC, whether during or after completion of this contract Agreement, and at Contractorthe Service Provider’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateIDC. Such records shall be made available to the State IDC during normal business hours at the ContractorService Provider’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor IDC. 25.5 The Service Provider shall ensure that the State IDC has these rights with Contractorthe Service Provider’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Service Provider and any subcontractors to the extent that those subcontracts or agreements Agreements relate to fulfillment fulfilment of the ContractorService Provider’s obligations to the State. IDC. 25.6 Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State IDC unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor Service Provider to the State IDC in excess of one-half one‐half of one percent (.5%) of the total contract xxxxxxxx, the Contractor Service Provider shall reimburse the State IDC for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non‐ performance, the contractor shall reimburse IDC may recoup the State for total costs of auditthe audit work from the Service Provider. Any adjustments and/or payments that must be made as a result of any such audit or auditor inspection of the ContractorService Provider’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the StateIDC’s findings to Contractor.the Service Provider. who warrants that he/she is duly authorised thereto SIGNED at on 2016 For: who warrant that they are duly authorised thereto The IDC shall be entitled to request the bidder to perform ad hoc services which does not form directly part of the Scope of Work, Postal Address: Telephone Number: Email: Contact Person: Facsimile Number:

Right to Audit. Contractor 25.1 The CONSULTANT shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the CONSULTANT’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorCONSULTANT, including, but not limited to those kept by the ContractorCONSULTANT, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 25.2 The CONSULTANT shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor CONSULTANT shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractorthe CONSULTANT’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorCONSULTANT’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor BRA. 25.3 The CONSULTANT shall ensure the State BRA has these rights with Contractorthe CONSULTANT’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor CONSULTANT and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorCONSULTANT’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor During the Term and for two years thereafter, (i) UPSTREAM shall establish maintain, and shall cause its subcontractors (including the Contractor) to maintain, true and accurate records of all information relating to its performance of the Services and all transactions pursuant to this Agreement and (ii) ORBITZ shall maintain a reasonable accounting system that enables true and accurate records of all information relating to the State ARC and Direct Connect reports prepared by ORBITZ and provided to readily audit contractUPSTREAM in connection with this Agreement. The State and ORBITZ, its auditors or its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at and upon reasonable advance written notice to UPSTREAM to conduct audits or inspections of those books and records, HR procedures and facilities, and other documentation reasonably necessary to verify compliance with the Contractor’s office terms of this Agreement, accuracy of invoices and reports provided herein. UPSTREAM, its auditors or place its authorized representatives shall have the right during normal business hours and upon reasonable advance written notice to ORBITZ to conduct audits or inspections of businessthose books, records and other documentation reasonably necessary to verify compliance with the terms of this Agreement and accuracy of the ARC and Direct Connect reports. In the event that no any such location is availableaudit reveals material --------- *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. errors by a variance of [***] or more, then the financial recordsauditing party reserves the right, together in addition to any other remedies available to such party under this Agreement, at law or in equity, to recover from the audited party the reasonable costs incurred by the auditing party in connection with such audit. In addition, upon reasonable advance written notice to UPSTREAM, ORBITZ, its auditors or authorized representatives shall have access at all reasonable times to the supporting part of any facilities at which UPSTREAM is providing the Services, to the UPSTREAM personnel, to all ORBITZ-related data maintained by UPSTREAM and to documentation relating to the Services for the purpose of performing audits and to verify the integrity of data owned by ORBITZ, to examine the systems that process, store, support and transmit that data, and to examine UPSTREAM's performance of the Services. Each party's right to conduct inspections and audits under this Section 8.11 shall not be conducted more than twice per year (provided that if a variance of [***] or underlying documents and recordsmore is found in any particular audit, then the auditing party shall be made available for allowed an additional audit at a time in that same year). All audits and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights inspections hereunder shall be explicitly included conducted in any subcontracts or agreements formed between the Contractor and any subcontractors such a way so as to avoid, to the extent that those subcontracts or agreements relate to fulfillment possible, any disruption of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractoraudited party's business.

Right to Audit. The following individuals and/or entities may conduct audits related to this Contract, based on the following general guidelines, subject to the requirements and limitations of HIPAA: 10.1 Not more than once each calendar year during the term of this Contract and for the prior contract year, the City or the City’s independent outside auditor whom the City engages to conduct annual audits of the City’s Services, may inspect and audit, or cause to be inspected and audited, the books and records of the Contractor concerning all the Contractor Services provided under this Contract, subject to confidentiality requirements in Network Providers. Data elements that are tied to confidential agreements between Aetna, Caremark and other third parties (e.g. providers, manufacturers) would be limited to the extent permitted by such contracts and data elements that are tied to these contracts may be redacted or masked. 10.2 In addition to the audits described in Section 10.1 above, the Parties acknowledge that representatives of a regulatory or accreditation agency with jurisdiction over the Plan may also inspect and audit the Contractor’s books and records with a copy of the audit notice from the regulatory body. 10.3 The City and the Contractor shall establish reasonably cooperate with representatives of each other, with independent accountants and maintain a reasonable accounting system that enables consultants retained by the State City or the Contractor, and with representatives of any regulatory or accreditation agency, to readily conduct any inspection or audit. 10.4 All audits conducted by the City (or any agents of the City) shall be made during normal business hours, on the Contractor’s premises, and in accordance with the Contractor’s audit contractpolicy, which may be revised from time to time following thirty (30) days written notice (“Audit Notice”). The State audit notice shall specify the scope of the audit, including the time period being audited (subject to the limitations set forth in Section 10.1 above), and the subject matter of the audit (“Audit Scope”). All audits shall be conducted without undue interference to the audited party’s business activity, and in accordance with reasonable audit practices. 10.5 The Contractor shall be required to provide minimum necessary (in accordance with HIPAA) requested electronic data to the City (or its auditor) within thirty (30) days of the Contractor’s receipt of the audit notice in accordance with Section 10.1 above. Such requested data shall be made available by the Contractor for on-site review. The Contractor shall not be required to provide access to its network. 10.6 In the event any questions are raised, or any additional requests for information or documents or data related to the Audit Scope are reasonably requested, by the City (or its auditor) during any audit, and the parties mutually agree that such additional requests are reasonably within the Audit Scope, the Contractor shall be obligated to respond to all such questions, and produce all additional information, documents and/or data within thirty (30) business days of receipt of such questions or requests. If the Contractor cannot fully respond in said time period, the Contractor shall provide whatever responses and materials it can within that period, and a written statement as to when the Contractor will respond fully. 10.7 In the event that an Audit concludes that the Contractor has violated its obligations or the material terms of this Contract, and the Contractor disputes said audit findings, the Contractor must set forth the basis for its dispute, with all supporting documentation, within thirty (30) business days of the Contractor’s receipt of the disputed findings. The Contractor shall provide sufficient documentation to permit adequate review of the disputed issues and have the burden of demonstrating that the City’s (or its auditor’s) conclusions are incorrect. To the extent the parties mutually agree that the Contractor fails to provide documentation substantiating any part of its position, or fails to meet its burden of proof, the Contractor shall waive its right to further dispute the matter. After receiving any documentation from the Contractor, the City (or its auditor) shall review said documentation and advise the Contractor whether the City has changed its audit findings or conclusions. However, to the extent the Contractor maintains a HITRUST Certification by a qualified third party auditor, and such certification covers the scope of services to be provided by the Contractor to the City, then the determination that the Contractor has violated its obligations or the material terms of this Contract shall be based on the Parties’ mutual Contract. 10.8 In the event that the Contractor disputes the City’s (or its auditor’s) findings, and the ’s basis for dispute is that the City required or authorized representatives certain activity, procedures, mechanisms or calculations to occur that are the subject of the dispute, the Contractor shall have the burden of providing documentary evidence demonstrating its allegations. If the Contractor is unable to provide such evidence, the Contractor shall not have the right to claim that the City required or authorized the matter. The following terms shall control the City’s audits of the Contractor: 10.9 The City shall have the right to select its own auditor provided, however, that such auditor shall be independent and objective. However, the City’s auditor shall not be an individual or entity that is a competitor of, or has a material conflict with, the Contractor that the Parties reasonably agree, after expeditious consideration, could jeopardize the integrity of the audit. The City also agrees not to select any auditor paid on a contingency basis, or pay any auditor on such a basis or other similar basis. The City agrees all audit remuneration must be on a flat fee, or hourly, basis. 10.10 The Contractor shall be obligated to examinecooperate reasonably with the City and its auditor’s efforts to audit. The City may conduct audits of claims, benefits, eligibility, performance guarantees, and the Contractor’s compliance with Financial Documents as provided in the Contract for the prior contract year and some data elements may be limited as per 10.1 above. 10.11 Notwithstanding the foregoing or anything to make the contrary in this Section 10, the Contractor shall not be required to furnish documents or records that it deems proprietary or sensitive, except to persons or entities who have executed a confidentiality and indemnification Contract. Any audit of claims may only relate to claims processed during the then-current and immediately preceding calendar year (the “Audit Period”). The scope of the audit shall be agreed to in writing by the Parties prior to the commencement of the audit. An audit performed pursuant to Section 10.1 shall be the final audit for the Audit Period and for any prior Audit Period unless otherwise agreed to in writing by the Parties. 10.12 Auditor(s) must execute a confidentiality and indemnification Contract with the Contractor pertaining to the Contractor’s Proprietary and Confidential Information prior to conducting an audit. 10.13 The City shall provide to the Contractor copies of or extracts from all financial and related records (in whatever form final audit reports at such time as they may be kept, whether written, electronic, or other) relating are made available by the auditor to or pertaining the City. The City shall notify the Contractor of any material discrepancies found during the course of the audit. The Contractor is entitled to this contract kept respond to such findings prior to the issuance of the final report. The Contractor reserves the right to terminate any audit being performed by or under for the control City if the Contractor reasonably determines that the confidentiality of its information is not properly being maintained or if the Contractor reasonably determines that the City or auditor is not following the Contractor’s audit policy. 10.14 The Contractor reserves the right to charge a fee to the City for expenditure of time by the Contractor’s employees in completing any audit provided, includinghowever, but that such fees shall (i) not limited to those kept exceed the reasonable costs incurred by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not (ii) be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memorandato costs associated with: (1) pulling claims in excess of a mutually agreed on statistically valid sample size of claims; and correspondence. Contractor shall, at all times during the term of this contract and for (2) supporting a period of site visit longer than five (5) years after days in duration. 10.15 Notwithstanding the completion foregoing, the Parties acknowledge and agree that the powers, duties, and obligations of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion Comptroller of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts the City of records as required) by the State. Such records shall be made available New York pursuant to the State during normal business hours at provisions of the Contractor’s office New York City Charter shall not be diminished, compromised or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included abridged in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorway.

Right to Audit. Contractor Vendor shall establish and maintain a reasonable accounting system that enables the State FSA to readily audit contractidentify Vendor’s sales. The State FSA and its authorized representatives shall have the right to audit, to examine, audit and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract contract, including all government sales and eligible users information whether kept by or under the control of the Contractorvendor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorssub-vendors, or third party suppliers in whatever form they may be kept – written or electronic. Such records shall include, but not be limited to, accounting : • Accounting records, written including paid vouchers, cancelled checks, deposit slips, ledgers, and bank statements; • Written policies and procedures; all paid vouchers • Subcontract files (including those for out-of-pocket expensesproposals of successful and unsuccessful bidders, bid recaps, etc.); other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating • Original estimates or work sheets; contract • Contract amendments and change order files; backcharge logs and supporting documentation; insurance • Insurance documents; payroll documents; timesheets; memoranda; and or‌ • Memoranda or correspondence. Contractor shall, at all times Vendor shall maintain such records during the term of this contract Contract and for a period of five three (53) years after the completion of this contractContract. At the vendor’s expense and upon written notice from FSA, maintain such records, together with such supporting or underlying documents and materials. The Contractor the vendor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make provide such records available for inspection and audit (including copies and extracts of records as required) by the StateFSA or its authorized representatives. Such records shall be made available to the State FSA during normal business hours at within three business days of receipt of the Contractorwritten notice. FSA may select the vendor’s office or place of business. In the event that no such business or offsite location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateaudit. Contractor The FSA may also request the vendor provide requested records via e-mail. Vendor shall ensure the State FSA has these rights with ContractorVendor’s employees, agents, assigns, successors, and subcontractors, third party supplier and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor Vendor and any subcontractors Sub-Vendors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorVendor’s obligations to the StateFSA. Costs of any audits conducted Professional fees, personnel costs and travel costs incurred by FSA under the its authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metresponsibility of the FSA. If However, if the audit identifies under reporting, overpricing or overcharges (of any nature) by the Contractor vendor to the State FSA or a customer in excess of one-half of one three percent (.53%) of the total contract xxxxxxxx, the Contractor vendor shall reimburse the State FSA for the total costs of the auditaudit not to exceed $5,000. If the audit discovers substantive findings related to fraud, misrepresentation, or non-non- performance, FSA may recoup all the contractor shall reimburse the State for total costs of auditthe audit work from the vendor. Any adjustments and/or or payments that must be made as a result of any such audit or inspection of the Contractorvendor’s invoices and/or or records shall be made within a reasonable amount of time (not to exceed 90 60 calendar days) from presentation of the StateFSA’s findings to ContractorVendor. FSA has the right to assess damages or seek reimbursements or refunds based on audit results.

Right to Audit. Contractor Contractor's records which shall establish include but not be limited to accounting records, written policies and maintain a reasonable accounting system that enables the State to readily audit contract. The State procedures, computer records, disks and its authorized representatives shall have the right to auditsoftware, to examinevideos, photographs, subcontract files (including proposals of successful and unsuccessful bidders), originals estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated settlements), and any other supporting evidence necessary to make copies of or extracts from all financial and substantiate charges related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept (all the foregoing hereinafter referred to as "records") shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by Owner's agent or under its authorized representative to the control extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by the contractor or any of his payees pursuant to the execution of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractorscontract. Such records subject to examination shall also include, but not be limited to, accounting recordsthose records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this contract. For the purpose of such audits, written policies inspections, examinations and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shallevaluations, at all times during the term of this contract and for a period of five (5) years after Owner's agent or authorized representative shall have access to said records from the completion effectivedate of this contract, maintain such for the duration of the Work, and until 5 years after the date of final payment by Owner to Consultant pursuant to this contract. Owner's agent or its authorized representative shall have access to the Contractor's facilities, shall have access to all necessary records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available provided adequate and appropriate work space, in order to the State during normal business hours at the Contractor’s office conduct audits in compliance with this article. Owner's agent or place its authorized representative shall give auditees reasonable advance notice of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the Stateintended audits. Contractor shall ensure the State has these rights with Contractor’s assignsrequire all subcontractors, successorsinsurance agents, and subcontractors, and material suppliers (payees) to comply with the obligations provisions of these rights this article by insertion of the requirements hereof in any written contract agreement. Failure to obtain such written contracts which include such provisions shall be explicitly included in any subcontracts reason to exclude some or agreements formed between all of the related payees' costs from amounts payable to the Contractor and any subcontractors pursuant to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorcontract.

Right to Audit. The Contractor is required to permit the Department, the Auditor General, or the Attorney General to inspect and audit any books, records, or papers related to the program, project, or use of which grant funds were provided. subcontractors shall establish maintain books and maintain a reasonable accounting system that enables records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State to readily audit contract. The State and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractorcontract or subcontract. Books and records, includingincluding information stored in databases or other computer systems, but not limited to those kept shall be maintained by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) three years after from the later of the date of final payment under the contract or completion of this the contract, and by the subcontractor for a period of three years from the later of final payment under the term or completion of the subcontract. If federal funds are used to pay contract costs, the Contractor and its subcontractors must retain its records for five years. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Contractor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain such records, together with such supporting or underlying documents books and materialsrecords required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under the contract for which adequate books and records are not available to support the purported disbursement. The Contractor or subcontractors shall at any time requested by the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available not impose a charge for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment examination of the Contractor’s obligations books and records. “The Contractor certifies under oath that all information in the grant agreement is true and correct to the Statebest of the Contractor’s knowledge, information, and belief; that the funds shall be used only for the purposes described in the grant agreement; and that the award of the grant funds is conditioned upon such certification.” Executed this day of , 20 . Costs Contractor Manager, Department of any audits conducted under the authority Revenue Xxxx Xxxxxxxxx Contractor, (printed name) Manager, Department of Revenue (printed name) Title Date Date Director, Department of Revenue I certify that: 1. The number shown on this right form is my correct taxpayer identification number (or I am waiting for a number to audit and be issued to me), and 2. I am not addressed elsewhere will be borne subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges Internal Revenue Service (of any natureIRS) by the Contractor that I am subject to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made backup withholding as a result of any such audit a failure to report all interest or inspection of dividends, or (c) the Contractor’s invoices and/or records shall be made within IRS has notified me that I am no longer subject to backup withholding, and 3. I am a reasonable amount of time U.S. person (not to exceed 90 days) from presentation of the State’s findings to Contractorincluding a U.S. resident alien).

Right to Audit. Contractor 23.1 The VENDOR shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the VENDOR’S assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract Contract kept by or under the control of the ContractorVENDOR, including, but not limited to those kept by the ContractorVENDOR, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract Contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 23.2 The VENDOR shall, at all times during the term of this contract Contract and for a period of five (5) ten years after the completion of this contractContract, maintain such records, together with such supporting or underlying documents and materials. The Contractor VENDOR shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract Contract, and at Contractor’s the VENDOR’S own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor be 23.3 The VENDOR shall ensure the State BRA has these rights with Contractor’s the VENDOR’S employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor CONSULTANT and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s VENDOR’S obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.

Right to Audit. Contractor shall establish No more frequently than once per calendar quarter during the Term, and maintain a reasonable accounting system that enables no more than once in the State to readily audit contract. The State and its authorized representatives two (2) year period following the end of the Term, LICENSOR shall have the right to auditreview or to appoint an independent third-party auditor, at LICENSOR’ s sole cost and expense (except as set forth below), to examineaudit the books, records and to make copies other files and materials of or extracts from all financial and related records LICENSEE (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited towithout limitation, accounting records, written financial policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by , receipts, invoices; , ledgers; , cancelled checks; , deposit slips; , bank statements; , journals; original estimates; estimating work sheets; contract amendments , fmancial statements, filings with governmental agencies and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shallfilings or submissions made in connection with loan applications) to confirm LICENSEE’s calculation of the fees due to LICENSOR under this Agreement (including, at all times without limitation, the Monthly License Payments), which materials LICENSEE shall maintain during the term of this contract Term and for a period of five three (53) years after thereafter. LICENSOR shall keep confidential and, if applicable, cause its independent third-party auditor to keep confidential, any such materials and information reviewed, including the completion results of its review of such materials, except as required by law, legal proceeding or to enforce its rights under this contract, maintain Agreement. LICENSOR may exercise such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by the State upon 5 days advance notice, whether during or after completion right of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the State. Such records shall be made available to the State during normal business hours at upon three (3) business days’ prior written notice to LICENSEE. LICENSEE shall cooperate with LICENSOR and its auditor and shall make its books, records and other materials referenced in this Paragraph available in the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs performance of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are metaudit. If the an audit identifies overpricing or overcharges (of any nature) underpayment by the Contractor LICENSEE to the State LICENSOR in excess of one-half of one percent (.5%) of the total contract xxxxxxxxamount of any Monthly License Payment or any other payment subject to such audit, the Contractor then: (a) LICENSEE shall reimburse the State LICENSOR within five (5) days of notification thereof in an amount equal to such underpayment; (b) LICENSEE shall reimburse LICENSOR for the total costs of the audit; and (c) following such event, the frequency limits for the audits in the first sentence of this Paragraph shall be eliminated, and LICENSOR (or an independent third-party auditor) may conduct audits at any reasonable time, upon prior notice to LICENSEE. If the an audit discovers substantive findings related to fraud, misrepresentationfraud or misrepresentation on the part of LICENSEE, or non-performance, the contractor shall reimburse the State for total costs an underpayment to LICENSOR in excess of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection five percent (5%) of the Contractor’s invoices and/or records shall be made within a reasonable total amount of time (not Monthly License Payments subject to exceed 90 days) from presentation of such audit, then in addition to the State’s findings remedies in the previous sentence, LICENSOR may immediately terminate this Agreement and pursue any other remedies available to Contractor.it hereunder or in law or equity

Right to Audit. Contractor (i) The information set forth on all statements furnished to Tenant pursuant to this Section 4, including each Expense Statement and each Statement of Taxes, and all documents relating to Tenant's Share of Taxes, Tenant's Share of Operating Expenses, and all supportive documentation and calculations, shall establish be deemed approved by Tenant unless, within ninety (90) days after submission to Tenant, Tenant shall notify Landlord in writing that Tenant has decided to exercise Tenant's right to audit and maintain a reasonable accounting system that enables the State contest Landlord's Expense Statement or Statement of Taxes. Provided Tenant has continued to readily audit contract. The State make timely payments in accordance with all statements furnished to Tenant pursuant to this Section 4, after such notice, and its authorized representatives one (1) time per year only, Tenant shall have the right to audit, to examine, audit and contest Landlord's Expense Statement or Statement of Taxes and to make copies inspect those portions of or extracts from all financial Landlord's records with respect to Building Operating Expenses and related Taxes in the office of Landlord where such records (in whatever form they may be are kept, whether writtenduring normal business hours, electronicupon ten (10) day's advance written notice to Landlord. (ii) Promptly upon completion of any such audit by Tenant's professionally qualified auditor ("Tenant's Consultant"), Tenant shall deliver a copy of the audit to Landlord. If Tenant shall allege that the audit reveals an overstatement in Landlord's determination of the amount of Operating Expenses or Taxes for the calendar year in question, Tenant also shall deliver a letter to Landlord setting forth Tenant's position ("Discrepancy Letter"). Pending the resolution of any dispute, Tenant shall continue to make payments in accordance with the information contained in the applicable statement provided to Tenant. (iii) If Landlord does not agree with Tenant's identification of a discrepancy, or other) relating to or pertaining to this contract kept by or under if Landlord and Tenant cannot resolve the control discrepancy in Landlord's determination of the Contractoramount of the increase in Operating Expenses or Taxes for the calendar year in question, including, then Tenant shall notify Landlord within sixty (60) days after the audit is completed (but not limited more than one hundred eighty (180) days after the statement was initially furnished to those kept Tenant) that Tenant has elected to resolve the discrepancy by the Contractordispute resolution procedure as hereinafter described. For purposes hereof, the "dispute resolution procedure" shall be as follows: within ten (10) days after Tenant has notified Landlord of its employeeselection to resolve the discrepancy by the dispute resolution procedure, agentsLandlord shall select a certified public accountant or such other financial advisor as Landlord deems appropriate ("Landlord's Consultant") to review and evaluate the Discrepancy Letter. If Landlord's Consultant agrees with the Discrepancy Letter, assignsthen Tenant shall receive a refund which is to be taken by Tenant as a credit against the next payment of minimum rent and additional rent due until such credit is exhausted (or if the Lease expires prior to full reimbursement, successorsLandlord shall reimburse Tenant promptly thereafter). If Landlord's Consultant disagrees with the Discrepancy Letter, and subcontractorsthen Landlord shall forward to Tenant a letter summarizing the disagreement (the "Response Letter"). Such records Upon receipt of the Response Letter, Tenant shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of have five (5) years after business days within which to either (A) accept the completion contents of this contractResponse Letter, maintain such recordsin which case, together the determination of Landlord's Consultant shall establish the deficiency, if any, or (B) not accept the contents of the Response Letter, and request that the dispute be determined by three (3) consultants, comprised of Tenant's Consultant, Landlord's Consultant, and a third consultant (the "Independent Consultant") chosen by Tenant's Consultant and Landlord's Consultant, who shall be a reputable certified public accountant appropriately licensed and qualified to practice, who is experienced in the valuation and management of commercial real estate in the area in which the Building is located, and who has no significant business relationship with such supporting either Landlord or underlying documents and materialsTenant. The Contractor panel of consultants shall at any time requested set forth their determination within thirty (30) days after appointment of the Independent Consultant. If it is determined by the State upon 5 days advance noticeconsultants named above that, whether during with respect to Operating Expenses or after completion Taxes, a discrepancy exists such that Operating Expenses or Taxes as stated on the applicable statement exceeds the determination of this contract the panel by an excess of seven percent (7%), then Landlord shall bear the cost of the services of the panel of consultants, and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) if it is determined by the Stateconsultants named above that a discrepancy exists which is less than or equal to seven percent (7%), then Tenant shall bear the cost of the services of the panel of consultants. Such records Furthermore, if it is determined that neither Operating Expenses nor Taxes, as stated on the applicable statement, exceeds the determination of the panel by more than two percent (2%), then Tenant shall, in addition to paying the cost of the consultants, pay all of Landlord's other costs incurred or paid in connection with or arising out of such audit. The determination and written report of the panel of consultants shall be made available to final and binding upon Landlord and Tenant. (iv) If (A) it is determined that there exists a discrepancy, and (B) either (1) Landlord agrees that there exists a discrepancy, or (2) it is determined by the State during normal business hours at the Contractor’s office or place of business. In the event consultants named above that no such location is availablea discrepancy exists, then the financial records, together with the supporting or underlying documents applicable statement and records, any other relevant operating statements shall be made available for audit at a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successorsadjusted, and subcontractors(a) in a case in which Landlord agrees that there exists a discrepancy, and or Operating Expenses or Taxes as stated on the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between applicable statement exceeds the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment determination of the Contractor’s obligations panel, then Tenant shall receive a refund which is to be taken by Tenant as a credit against the State. Costs next payment of any audits conducted under minimum rent and additional rent due until such credit is exhausted (or if the authority of this right Lease expires prior to audit and not addressed elsewhere will be borne by full reimbursement, Landlord shall reimburse Tenant promptly thereafter); or (b) in a case in which the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) determination of the total contract xxxxxxxxpanel exceeds Operating Expenses or Taxes as stated on the applicable statement, then Tenant shall immediately (and no later than ten (10) days after the Contractor shall reimburse date the State for the total costs determination of the audit. If panel is received by Tenant) pay the audit discovers substantive findings related deficiency to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorLandlord.

Right to Audit. Contractor 27.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State OWNER to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State OWNER and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract AGREEMENT kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract AGREEMENT amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 27.2 The ENGINEER shall, at all times during the term of this contract AGREEMENT and for a period of five (5) ten years after the completion of this contractAGREEMENT, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeOWNER, whether during or after completion of this contract AGREEMENT, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateOWNER. Such records shall be made available to the State OWNER during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor the 27.3 The ENGINEER shall ensure the State OWNER has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorOWNER.

Right to Audit. Contractor shall establish and maintain a reasonable accounting system that enables the State to readily audit contract. (First Paragraph is Statutory)‌ The State and its authorized representatives shall have the right to audit, to examineaudit the Contractor’s performance of this contract upon a thirty (30) days’ written notice. Contractor shall utilize generally accepted accounting principles, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under shall maintain the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for outother records and information relevant to the contract (Information) to enable the State to audit the contract. (Neb. Rev. Stat. §84-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments 304 et seq.) The State may audit and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. the Contractor shallshall maintain, at all times the Information during the term of this the contract and for a period of five (5) years after the completion of this contractcontract or until all issues or litigation are resolved, maintain such records, together with such supporting or underlying documents and materialswhichever is later. The Contractor shall at any time requested by make the Information available to the State upon 5 days advance notice, whether during or after completion of this contract and at Contractor’s place of business or a location acceptable to both Parties during normal business hours. If this is not practical or the Contractor so elects, the Contractor may provide electronic or paper copies of the Information. The State reserves the right to examine, make copies of, and take notes on any Information relevant to this contract, regardless of the form or the Information, how it is stored, or who possesses the Information. Under no circumstance will the Contractor be required to create or maintain documents not kept in the ordinary course of contractor’s business operations, nor will contractor be required to disclose any information, including but not limited to product cost data, which is confidential or proprietary to contractor. The Parties shall pay their own expense make such records available for inspection and costs of the audit (including copies and extracts of records as required) unless the audit finds a previously undisclosed overpayment by the State. Such records shall be made available to the State during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at If a time and location that is convenient for the State. Contractor shall ensure the State has these rights with Contractor’s assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Contractor’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of previously undisclosed overpayment exceeds one-half of one percent (.5%) of the total contract xxxxxxxx, or if fraud, material misrepresentations, or non-performance is discovered on the part of the Contractor, the Contractor shall reimburse the State for the total costs of the audit. If the Overpayments and audit discovers substantive findings related costs owed to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs shall be paid within ninety (90) days of auditwritten notice of the claim. Any adjustments and/or payments that must be made The Contractor agrees to correct any material weaknesses or condition found as a result of any such audit or inspection the audit. MASTER AGREEMENT ACCEPTANCE PAGE‌ BIDDER MUST COMPLETE THE FOLLOWING By signing this Master Agreement form, the bidder guarantees compliance with the procedures stated in this Master Agreement, and agrees to the terms and conditions and certifies that bidder maintains a drug free work place. Per Nebraska’s Transparency in Government Procurement Act, Neb. Rev Stat § 73-603 DAS is required to collect statistical information regarding the number of the Contractor’s invoices and/or records shall contracts awarded to Nebraska Contractors. This information is for statistical purposes only and will not be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to Contractorconsidered for contract award purposes.

Right to Audit. Contractor 27.1 The ENGINEER shall establish and maintain a reasonable accounting system that enables the State BRA to readily audit contractidentify the ENGINEER’s assets, expenses, costs of goods, and use of funds. The State BRA and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract AGREEMENT kept by or under the control of the ContractorENGINEER, including, but not limited to those kept by the ContractorENGINEER, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc); all paid vouchers including those for out-of-pocket out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled canceled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract AGREEMENT amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor . 27.2 The ENGINEER shall, at all times during the term of this contract AGREEMENT and for a period of five (5) ten years after the completion of this contractAGREEMENT, maintain such records, together with such supporting or underlying documents and materials. The Contractor ENGINEER shall at any time requested by the State upon 5 days advance noticeBRA, whether during or after completion of this contract AGREEMENT, and at Contractorthe ENGINEER’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by the StateBRA. Such records shall be made available to the State BRA during normal business hours at the ContractorENGINEER’s office or place of businessbusiness and subject to a three day written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for the State. Contractor BRA. 27.3 The ENGINEER shall ensure the State BRA has these rights with Contractorthe ENGINEER’s employees, agents, assigns, successors, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor ENGINEER and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the ContractorENGINEER’s obligations to the State. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the State unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to the State in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse the State for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the contractor shall reimburse the State for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the State’s findings to ContractorBRA.