Common use of Audits/Inspections Clause in Contracts

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.. Attachment A

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor subContractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor sub-contractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable advance written notice of such an audit or inspection and agrees to comply all audits and inspections shall be conducted in accordance with Contractor’s policies with respect to the protection of sensitive or then-current security, access and confidential informationinformation policies. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three seven (7) years or minimum after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. At County’s sole expense, Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County (provided such auditors execute a nondisclosure agreement reasonably acceptable to the Contractor and the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters directly connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, payment unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor sub-contractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably DocuSign Envelope ID: FB9826DF-4A2F-4ED2-8519-0D4D85A2DE80 have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.

Audits/Inspections. Upon prior notice to Contractor, Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for directly related to the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters directly connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable advance written notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive such audit or confidential informationinspection will not occur more than one time during a calendar year. The County and/or District reserves the right to audit and verify the Contractor’s records directly related to the performance of the Contract before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information directly related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor directly related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.. County of Orange Contract Number The ACE Agency, Inc. MA-012-16011855 CONTRACT SIGNATURE PAGE

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees inspection. Access to comply with Contractor’s policies with respect claim records of fully- insured claims requires written authorization from the insured; this only applies to the protection of sensitive or confidential informationLong Term Disability Policy. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor sub-contractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition acquisition, or, in the event of liquidation, to the County’s Project Managerprogram manager (excluding Contractor Owned Documents).

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor contractor for the purpose of auditing or inspecting any aspect of performance under this Contractcontract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contract including, but not limited to, the costs of administering the Contractcontract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractorcontractor’s records before final payment is made. County of Orange County Procurement Office MA-017-12011684 Beacon Hill Staffing Group, LLC. File #557987 Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contractcontract. Should the Contractor cease to exist as a legal entity, the Contractorcontractor’s records pertaining to this Contract contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract theContract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees inspection. Access to comply with Contractor’s policies with respect claim records of fully- insured claims requires written authorization from the insured; this only applies to the protection of sensitive or confidential informationLong Term Disability Policy. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor sub-contractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition acquisition, or, in the event of liquidation, to the County’s Project Managerprogram manager. (excluding Contractor Owned Documents).

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable County of Orange County Procurement Office MA-017-12011692 SuperbTech, Inc. Page 8 of 73 File #557995 records, and other papers or property of Contractor contractor for the purpose of auditing or inspecting any aspect of performance under this Contractcontract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contract including, but not limited to, the costs of administering the Contractcontract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractorcontractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contractcontract. Should the Contractor cease to exist as a legal entity, the Contractorcontractor’s records pertaining to this Contract contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with inspection. For inspections taking place on the Contractor’s policies with respect premises, the County shall first be required to the protection of sensitive or confidential informationsign an appropriate, mutually agreed confidentiality agreement for such inspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related its third party claims administrator sub-contractor. Contractor and/or its third party claims administrator sub-contractor will make available to performance the County such records requested by the County with respect to other sub-contractors as may be reasonably necessary to enable the County to substantiate the provision of services under, or benefits in connection with, this Contract, and to assist the County in their audits. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Program Manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- ControllerCounty’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will shall be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will shall provide reasonable notice of such an audit or inspection inspection. Failure to allow the County prompt and agrees to comply with Contractor’s policies with respect to the protection full access as stated above may result in a material breach of sensitive or confidential informationthis Contract. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three four years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable County of Orange County Procurement Office MA-017-12011687 Insight Global, Inc. File #557990 records, and other papers or property of Contractor contractor for the purpose of auditing or inspecting any aspect of performance under this Contractcontract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contract including, but not limited to, the costs of administering the Contractcontract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractorcontractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contractcontract. Should the Contractor cease to exist as a legal entity, the Contractorcontractor’s records pertaining to this Contract contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.. ATTACHMENT A SCOPE OF WORK

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other OC Community Resources MA-012-14011932 HAPPY Software Inc papers or property of Contractor contractor for the purpose of auditing or inspecting any aspect of performance under this Contractcontract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contract including, but not limited to, the costs of administering the Contractcontract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractorcontractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contractcontract. Should the Contractor contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract agreement shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with inspection. For inspections taking place on the Contractor’s policies with respect premises, the County shall first be required to the protection of sensitive or confidential informationsign an appropriate, mutually agreed confidentiality agreement for such inspection. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor contractor for the purpose of auditing or inspecting any aspect of performance under this Contractcontract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contract including, but not limited to, the costs of administering the Contractcontract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. DocuSign Envelope ID: AD488B0E-D8BC-4BD8-BFC7-6ADB3252F46A The County and/or District reserves the right to audit and verify the Contractorcontractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contractcontract. Should the Contractor contractor cease to exist as a legal entity, the Contractorcontractor’s records pertaining to this Contract agreement shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.project manager. DocuSign Envelope ID: AD488B0E-D8BC-4BD8-BFC7-6ADB3252F46A

Audits/Inspections. Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential information. The County and/or District reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Manager.. ATTACHMENT B - Redline ATTACHMENT A SCOPE OF WORK

Audits/Inspections. AA. : Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor contractorContractor for the purpose of auditing or inspecting any aspect of performance under this ContractcontractContract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract contractContract including, but not limited to, the costs of administering the ContractcontractContract. The County will provide reasonable notice of such an audit or inspection and agrees to comply with Contractor’s policies with respect to the protection of sensitive or confidential informationinspection. The County and/or District reserves the right to audit and verify the Contractorcontractor’sContractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract contractContract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor contractorContractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this ContractcontractContract. Should the Contractor contractorContractor cease to exist as a legal entity, the Contractorcontractor’sContractor’s records pertaining to this Contract agreementContract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project Managerproject manager.