Common use of Right to Audit Clause in Contracts

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit audit, by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to If the CONTRACTOR provides technology services, the CONTRACTOR must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports upon request by the County. The SOC reports must be included withinfull Type II reports that include the CONTRACTOR’s description of control processes, and applicable to, any subcontractor agreement entered into the independent auditor’s evaluation of the design and operating effectiveness of controls. The cost of the reports will be paid by the CONTRACTOR in performance of any work under this AgreementCONTRACTOR. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.CONTRACTOR.‌

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit by any auditor of the COUNTY’s ’S choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, records which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR CONSULTANT shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This Additionally, CONSULTANT agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s ’S audit must shall be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s CONSULTANT’S invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s ’S audit findings to the CONTRACTORCONSULTANT.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR Contractor to submit to an audit by any auditor of the COUNTYCounty’s choosing. The CONTRACTOR Contractor shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR Contractor shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY County for three ten (310) complete calendar years following expiration of the Agreement; provided, however, that records related to unresolved audit findings, appeals or litigation shall be retained until the action is completed or the dispute is resolved. The CONTRACTOR Contractor agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY County to ensure compliance with applicable accounting and financial standards. This Additionally, Contractor agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR Contractor to the COUNTY County in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost costs of the COUNTYCounty’s audit must shall be reimbursed to the COUNTY County by the CONTRACTORContractor. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTORContractor’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTYCounty’s audit findings to the CONTRACTORContractor.

Right to Audit. The COUNTY reserves and its authorized representatives shall in the sole discretion of the COUNTY have the right to require audit, examine, and make copies of or extracts from all financial and related records, in whatever form they exist, relating to or pertaining to recording fees submitted or any other requirements of VENDOR’S performance under the CONTRACTOR terms of this MOU. VENDOR authorizes access to submit such records maintained by or under the control of VENDOR, including, but not limited to an those maintained by VENDOR, its employees, agents, assigns, successors and subcontractors 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 and other information or verifications requested by any auditor of the COUNTY’s choosing. The CONTRACTOR Upon two (2) business days’ notice, or as otherwise reasonably agreed by the parties, such records shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them be made available to the COUNTY for three (3) complete calendar years following expiration during normal business hours at VENDOR’S office, place of business or the physical location of the Agreementrecords. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by VENDOR shall ensure the COUNTY to ensure compliance has these rights with applicable accounting and financial standards. This provision is hereby considered to be included withinVENDOR’S employees, agents, customers, assigns, successors, and applicable tosub-contractors and the obligation of these rights shall be explicitly included in any subcontracts or agreements formed between VENDOR and any party to the extent that those subcontracts or agreements relate to fulfillment of VENDORS’ obligations to the COUNTY. In the event that COUNTY requests any records protected by a Confidentiality Agreement, or any subcontractor agreement entered into by claimed privilege of confidentiality, then and in that event, the CONTRACTOR in performance of any work under this AgreementCOUNTY must provide a business justification for needing the information. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) 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 total contract xxxxxxxx, in addition Confidentiality Agreement pertaining to making adjustments for the overcharges, records. Costs of any audits conducted under the reasonable actual cost authority of this right to audit are the responsibility of VENDOR at the discretion of the COUNTY’s audit must be reimbursed , cost not to exceed VENDOR’S revenues unless a material breach is detected. VENDOR shall, at all times during the term of this Agreement and for a period of five years after the completion of this Agreement, maintain such records together with such supporting or underlying documents and materials, subject to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such right to audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORoutlined herein.

Right to Audit. The COUNTY reserves Contractor shall, at all times during the term of the Agreement and for a period of four years after the completion of the services thereunder maintain such records, together with such supporting or underlying documents and materials. Contractor shall upon reasonable notice of TWU, whether during or after completion of the services and at TWU’s own expense make such records available for inspection and audit. Such records shall be made available to TWU during normal business hours at the TWU’s office or place of business. Costs of any audits conducted under the authority of this right to require audit will be borne by TWU unless certain exemption criteria are met as stated hereafter. If the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three identifies inaccuracies (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant nature) by Contractor to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY TWU in excess of one‐half of one percent (1.5%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, Contractor shall reimburse TWU the reasonable actual cost total costs of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORaudit. Any adjustments or and/or payments which that must be made as a result of any such audit or inspection of the CONTRACTORContractor’s invoices or records must shall be made within a reasonable amount of time, but in no event may the time (not to exceed ninety (9090 days) calendar days, from presentation of the COUNTYTWU’s audit findings to the CONTRACTORContractor.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR CONSULTANT shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR CONSULTANT in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORCONSULTANT.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR CONSULTANT in performance of any work under this Agreement. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORCONSULTANT.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for a minimum of three (3) complete calendar years years, or as required by Florida law, whichever is longer, following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR AGENCY to submit to an audit by any auditor of the COUNTY’s ’S choosing. The CONTRACTOR AGENCY shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR AGENCY shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three five (35) complete calendar years following expiration of the Agreement. The CONTRACTOR AGENCY agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR AGENCY in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing a misuse of the funds or overcharges a use of the funds for any ineligible items, or inappropriate use of the funds of any nature whatsoever by the CONTRACTOR AGENCY to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxxamount, in addition to making adjustments for the overchargesdisallowed items or charges, the reasonable actual cost of the COUNTY’s ’S audit must shall be reimbursed to the COUNTY by the CONTRACTORAGENCY. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or AGENCY’S records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s ’S audit findings to the CONTRACTORAGENCY.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three five (35) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR vendor to submit to an audit by any auditor of the COUNTYCounty’s choosing. The CONTRACTOR Contractor shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR vendor shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY County for a minimum of three (3) complete calendar years years, or as required by Florida law, whichever is longer, following expiration of the Agreement. The CONTRACTOR vendor agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY County to ensure compliance with applicable accounting and financial standards. This Additionally, CONTRACTOR agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTOR.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR Contractor to submit to an audit by any auditor of the COUNTYCounty’s choosing. The CONTRACTOR Contractor shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR Contractor shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY County for three five (35) complete calendar years following expiration of the Agreement. The CONTRACTOR Contractor agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY County to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR Contractor in performance of any work under this Agreementhereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR Contractor to the COUNTY County in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTYCounty’s audit must shall be reimbursed to the COUNTY County by the CONTRACTORContractor. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTORContractor’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTYCounty’s audit findings to the CONTRACTORContractor.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit audit, by any auditor of the COUNTY’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR CONSULTANT shall maintain and retain all records books, records, and documents pertaining to this Agreement in accordance with generally accepted accounting procedures and practices and upon request make them available to the COUNTY for three five (35) complete calendar years following expiration of the AgreementAgreement or all requirements of the DEO Agreement are satisfied, whichever is longer. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to If the CONSULTANT provides technology services, the CONSULTANT must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports upon request by the COUNTY. The SOC reports must be included withinfull Type II reports that include the CONSULTANT’s description of control processes, and applicable to, any subcontractor agreement entered into the independent auditor’s evaluation of the design and operating effectiveness of controls. The cost of the reports will be paid by the CONTRACTOR in performance of any work under this AgreementCONSULTANT. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORCONSULTANT. Representatives of DEO, the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability or representatives of the federal government and their duly authorized representatives shall have access to any books, records, documents, papers, and records, including electronic storage media, as they relate to this Agreement, for the purposes of conducting audits or examinations or making excerpts or transcriptions. CONSULTANT shall comply with applicable requirements of Section 2154.97, Florida Statutes and shall cooperate with COUNTY and DEO to facility the duplication and transfer of such records or documents. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONSULTANT in performance of any work under this Agreement.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s ’S choosing. The CONTRACTOR shall provide access to all of its records, records which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years years, or longer if required by law, following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This Additionally, CONTRACTOR agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s ’S audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s ’S invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s ’S audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR SPECIAL MASTER to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR SPECIAL MASTER shall provide access to all of its records, records which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR SPECIAL MASTER shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three five (35) complete calendar years following expiration of the Agreement. The CONTRACTOR SPECIAL MASTER agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This Additionally, the SPECIAL MASTER agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR SPECIAL MASTER to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTORSPECIAL MASTER. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTORSPECIAL MASTER’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORSPECIAL MASTER.

Right to Audit. The COUNTY reserves During the term of this Agreement and for a period of two (2) year after its termination, expiration or cancellation, SEPRACOR or 3M shall, upon thirty (30) days' prior written notice, have the right to require have a certified public accounting firm mutually acceptable to 3M and SEPRACOR examine the CONTRACTOR relevant books and records of 3M or SEPRACOR for the previous two (2) years to submit verify that (a) any price increases were made in accordance with and consistent to an audit by the requirements of this Agreement, (b) any auditor cost of Active Ingredient charged to 3M is consistent with the COUNTY’s choosing. The CONTRACTOR shall provide access to all terms of its records, which relate directly or indirectly to this Agreement at its place or (c) to examine the relevant books and records of business SEPRACOR to verify gross sales, Net Sales, and moneys due to 3M. The audits shall be conducted during regular reasonable business hours. The CONTRACTOR shall retain cost of all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination audits conducted pursuant to this section discloses overpricing or overcharges of any nature paragraph shall be borne by the CONTRACTOR to the COUNTY requesting Party unless such auditors find a discrepancy of more than 10% in excess of one percent (1%) favor of the total contract xxxxxxxxrequesting Party, in addition to making adjustments for which event the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY borne by the CONTRACTOR. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORaudited Party.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit audit, by any auditor of the COUNTY’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR CONSULTANT shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to If the CONSULTANT provides technology services, the CONSULTANT must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports upon request by the COUNTY. The SOC reports must be included withinfull Type II reports that include the CONSULTANT’s description of control processes, and applicable to, any subcontractor agreement entered into the independent auditor’s evaluation of the design and operating effectiveness of controls. The cost of the reports will be paid by the CONTRACTOR in performance of any work under this AgreementCONSULTANT. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORCONSULTANT. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONSULTANT in performance of any work under this Agreement.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s ’S choosing. The CONTRACTOR shall provide access to all of its records, records which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This Additionally, CONTRACTOR agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with subcontractors and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s ’S audit must shall be reimbursed to the COUNTY by the CONTRACTOR. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTOR’s ’S invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s ’S audit findings to the CONTRACTOR.

Right to Audit. The COUNTY reserves Contractor shall, at all times during the term of the Agreement and for a period of four years after the completion of the services thereunder maintain such records, together with such supporting or underlying documents and materials. Contractor shall upon reasonable notice of TWU, whether during or after completion of the services and at TWU’s own expense make such records available for inspection and audit. Such records shall be made available to TWU during normal business hours at the TWU’s office or place of business. Costs of any audits conducted under the authority of this right to require audit will be borne by TWU unless certain exemption criteria are met as stated hereafter. If the CONTRACTOR to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three identifies inaccuracies (3) complete calendar years following expiration of the Agreement. The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. If an audit inspection or examination pursuant nature) by Contractor to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY TWU in excess of one‐half of one percent (1.5%) of the total contract xxxxxxxx, in addition to making adjustments for the overchargesbillings, the reasonable actual cost Contractor shall reimburse TWU the total costs of the COUNTY’s audit must be reimbursed to the COUNTY by the CONTRACTORaudit. Any adjustments or and/or payments which that must be made as a result of any such audit or inspection of the CONTRACTORContractor’s invoices or records must shall be made within a reasonable amount of time, but in no event may the time (not to exceed ninety (9090 days) calendar days, from presentation of the COUNTYTWU’s audit findings to the CONTRACTORContractor.

Right to Audit. The COUNTY County reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit audit, by any auditor of the COUNTYCounty’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR CONSULTANT shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY County for three five (35) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY County to ensure compliance with applicable accounting and financial standards. This provision is hereby considered to If CONSULTANT provides technology services, CONSULTANT must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports upon request by County. The SOC reports must be included withinfull Type II reports that include CONSULTANT’s description of control processes, and applicable to, any subcontractor agreement entered into the independent auditor’s evaluation of the design and operating effectiveness of controls. The cost of the reports will be paid by the CONTRACTOR in performance of any work under this AgreementCONSULTANT. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY County in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTYCounty’s audit must be reimbursed to the COUNTY County by the CONTRACTORCONSULTANT. Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or records must be made within a reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from presentation of the COUNTYCounty’s audit findings to the CONTRACTORCONSULTANT. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by CONSULTANT in performance of any work under this Agreement.

Right to Audit. The COUNTY reserves the right to require the CONTRACTOR CONSULTANT to submit to an audit by any auditor of the COUNTY’s choosing. The CONTRACTOR CONSULTANT shall provide access to all of its records, records which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three (3) complete calendar years following expiration of the Agreement. The CONTRACTOR CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. This Additionally, the CONSULTANT agrees to include the requirements of this provision is hereby considered to be included within, in all contracts with sub-consultants and applicable to, any subcontractor agreement entered into by material suppliers in connection with the CONTRACTOR in performance of any work under this Agreementperformed hereunder. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR CONSULTANT to the COUNTY in excess of one percent (1%) of the total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’s audit must shall be reimbursed to the COUNTY by the CONTRACTORCONSULTANT. Any adjustments or and/or payments which must be made as a result of any such audit or inspection of the CONTRACTORCONSULTANT’s invoices or and/or records must shall be made within a reasonable amount of time, but in no event may shall the time exceed ninety (90) calendar days, from presentation of the COUNTY’s audit findings to the CONTRACTORCONSULTANT.