Common use of Records and Audits Clause in Contracts

Records and Audits. The Contractor shall make and keep as the same and accrue full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with generally accepted accounting principles. The Contractor shall retain such records, and shall make same available to SCS, upon reasonable request, during the term of this Agreement, and for a minimum period of three (3) full years after completion of the contract obligations or from the date of final payment under this Agreement, whichever is later. In the event any litigation, claim or audit is instituted prior to the expiration of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennessee.

Records and Audits. The Contractor shall make and keep as the same and accrue full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement(a) Each Party shall, in accordance with generally accepted applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting principlespractices and procedures. The Contractor Provider shall retain such books, records, receipts, invoices and shall other documents and information and make same available to SCS, upon reasonable requestthem reasonably available, during ordinary business hours, to the term of this Agreement, Recipient and its auditors for a minimum period of three (3) full years after completion from the close of each fiscal year of the contract obligations Provider during which Services or from Facilities were provided (or for such longer period, if required under applicable provisions of the date Internal Revenue Code or the Tax Act), for the purposes of final payment verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, whichever is laterthen the Provider promptly will refund) the Recipient for the amount of the overcharge. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider. In recognition that audits are disruptive and should be avoided if possible, audits shall be performed (x) in a manner that will not unreasonably interfere with the event any litigation, claim or audit is instituted prior to the expiration normal business operations of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies Provider and otherwise with a minimum of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees disruption and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation (y) no more than once for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennesseeeach given Service.

Records and Audits. The Contractor shall Upon reasonable prior notice by the Managing Member, the Custodian agrees to afford the Managing Member, the relevant Manager, the Administrator, the Board of Governors of the Federal Reserve System, the United States Department of the Treasury and other governmental oversight entities and their respective authorized agents reasonable access during normal business hours to make examinations of the Records (as defined below) and keep as the same and accrue full and compete books, documents, accounting to cause its personnel to assist in any such examinations of such records and other evidence, allow copies of such records to be made. Such examinations will be conducted in a manner that specifically relate to this Agreement, in accordance does not unreasonably interfere with generally accepted accounting principlesthe normal operations or employee relations of the Custodian. The Contractor shall retain such recordsCustodian shall, and shall make same available to SCS, upon reasonable at the Managing Member or the relevant Manager’s request, during supply the Managing Member or the relevant Manager with a tabulation of securities owned by the Borrower and held by the Custodian and shall, when requested to do so by the Managing Member or the relevant Manager and for such compensation as shall be agreed upon between the Borrower and the Custodian, include certificate numbers in such tabulations. In addition, at the request of the Borrower, the Custodian will meet with one or more of the Managing Member’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. Except as otherwise directed by the Managing Member, for the term of this Agreement, the Custodian shall keep and for a minimum period of three retain and make easily accessible all information, materials and records (3collectively, “Records”) full years after completion of in whatever format which it has or which comes into its possession in connection with the contract obligations or from transaction and the date of final payment services provided under this Agreement, whichever is laterin each case to the extent consistent with the Custodian’s internal records and maintenance and records retention policy, provided that prior to any destruction of any Records by the Custodian in accordance with such policy, the Custodian shall notify the Managing Member and provide the Managing Member with an opportunity to take possession of such Records from the Custodian. Upon the termination of this Agreement or its services hereunder, the Custodian and the Managing Member shall, in good faith, agree on the timing and mechanism for transferring all Records to, or as directed by, the Managing Member. In transferring such Records, the event Custodian shall provide an Officer’s Certificate certifying as to whether (a) it has kept and retained the Records in accordance with the requirements set forth herein and (b) the Records being transferred represent all of the Records that have not been previously delivered or destroyed in compliance with this paragraph. Notwithstanding the foregoing, the Custodian may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. In addition to the Records, the Custodian shall maintain books and records that relate to the Custodian’s performance of its obligations under the Agreement and its operations and controls relevant to its performance of the Agreement, including documents and materials that support the books and records and the Custodian’s relevant policies and procedures (collectively, “Records of Operations”). Records of Operations include records relating to the Custodian’s information technology and communications systems and information security. The Custodian shall retain the Records of Operations and make them available to the Borrower and the Managing Member for audit or review during the term of the Agreement and thereafter for two years. If any litigationreview, claim audit, investigation, or litigation is pending when such period would otherwise end, the Custodian shall continue to retain the Records of Operations until the review, audit, investigation, or litigation is closed. The Custodian may retain Records of Operations in any format as long as they remain accessible for review and audit in accordance with this Section. The Borrower or the Managing Member may conduct compliance reviews and audits using employees, agents, representatives, contractors, or designees of the Managing Member or of the Board of Governors. The Custodian shall make Records of Operations available to the Borrower and the Managing Member for review or audit is instituted prior to the expiration of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular normal business hours, and the Custodian shall cause its personnel to interview employees and to inspect and/or copy said assist in any such examinations of such records and books allow copies of accounts together with any such records to be made. The Custodian shall bear the expense of compiling Records of Operations for review and audit, and the Custodian shall allow the Borrower or the Managing Member to make copies of all documents pertaining hereto that may be keptRecords of Operations the Borrower or the Managing Member determines necessary or useful. Otherwise, maintained the Borrower or possessed the Managing Member shall conduct compliance reviews and audits at the Borrower’s expense. The Custodian shall provide reasonable assistance at no extra charge. Notwithstanding the audit and inspection rights conferred by this section 7, the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS Custodian reserves the right to terminate impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Borrower or the Managing Member so as to prevent or minimize any potential impairment or disruption of the Custodian’s operations, distraction of its personnel or breaches of security or confidentiality. The provisions of this Agreement upon written notice to Section 7 shall survive the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, until the Contractor shall cease all work associated with Records have been transferred as provided in this Agreement. In Section and the event of termination, the Contractor shall be entitled to compensation period for all satisfactory review and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennesseeaudit expires.

Records and Audits. The Contractor shall make and keep as the same and accrue accrue, full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with generally accepted accounting principles. The Contractor shall retain such records, and shall make same available to SCS, upon reasonable request, during the term of this Agreement, and for a minimum period of three (3) full years after completion of the contract obligations or from the date of final payment under this Agreement, whichever is later. In the event any litigation, claim or audit is instituted prior to the expiration of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennessee.

Records and Audits. The Contractor shall Upon reasonable prior notice by the Managing Member, the Custodian agrees to afford the Managing Member, the Credit Administrator, the Administrator, the Board of Governors of the Federal Reserve System, the United States Department of the Treasury and other governmental oversight entities and their respective authorized agents (including, but not limited to, external auditors) reasonable access during normal business hours to make examinations of the Records (as defined below) and keep as the same and accrue full and compete books, documents, accounting to cause its personnel to assist in any such examinations of such records and other evidence, allow copies of such records to be made. Such examinations will be conducted in a manner that specifically relate to this Agreement, in accordance does not unreasonably interfere with generally accepted accounting principlesthe normal operations or employee relations of the Custodian. The Contractor shall retain such recordsCustodian shall, and shall make same available to SCS, upon reasonable at the Managing Member or Credit Administrator’s request, during supply the Managing Member or Credit Administrator with a tabulation of securities owned by the Borrower and held by the Custodian and shall, when requested to do so by the Managing Member or Credit Administrator and for such compensation as shall be agreed upon between the Borrower and the Custodian, include certificate numbers in such tabulations. In addition, at the request of the Borrower, the Custodian will meet with one or more of the Managing Member’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. Except as otherwise directed by the Managing Member, for the term of this Agreement, the Custodian shall keep and for a minimum period of three retain and make easily accessible all information, materials and records (3collectively, “Records”) full years after completion of in whatever format which it has or which comes into its possession in connection with the contract obligations or from transaction and the date of final payment services provided under this Agreement, whichever is laterin each case to the extent consistent with the Custodian’s internal records and maintenance and records retention policy, provided that prior to any destruction of any Records by the Custodian in accordance with such policy, the Custodian shall notify the Managing Member and provide the Managing Member with an opportunity to take possession of such Records from the Custodian. Upon the termination of this Agreement or its services hereunder, the Custodian and the Managing Member shall, in good faith, agree on the timing and mechanism for transferring all Records to, or as directed by, the Managing Member. In transferring such Records, the event Custodian shall provide an Officer’s Certificate certifying as to whether (a) it has kept and retained the Records in accordance with the requirements set forth herein and (b) the Records being transferred represent all of the Records that have not been previously delivered or destroyed in compliance with this paragraph. Notwithstanding the foregoing, the Custodian may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. In addition to the Records, the Custodian shall maintain books and records that relate to the Custodian’s performance of its obligations under the Agreement and its operations and controls relevant to its performance of the Agreement, including the materials referenced in Exhibit A and documents and materials that support the books and records and the Custodian’s relevant policies and procedures (collectively, “Records of Operations”). Records of Operations include records relating to the Custodian’s information technology and communications systems and information security. The Custodian shall retain the Records of Operations and make them available to the Borrower and the Managing Member for audit or review during the term of the Agreement and thereafter for two years. If any litigationreview, claim audit, investigation, or litigation is pending when such period would otherwise end, the Custodian shall continue to retain the Records of Operations until the review, audit, investigation, or litigation is closed. The Custodian may retain Records of Operations in any format as long as they remain accessible for review and audit in accordance with this Section. The Borrower or the Managing Member may conduct compliance reviews and audits using employees, agents, representatives, contractors, or designees of the Managing Member or of the Board of Governors. The Custodian shall make Records of Operations available to the Borrower and the Managing Member for review or audit is instituted prior to the expiration of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular normal business hours, and the Custodian shall cause its personnel to interview employees and to inspect and/or copy said assist in any such examinations of such records and books allow copies of accounts together with any such records to be made. The Custodian shall bear the expense of compiling Records of Operations for review and audit, and the Custodian shall allow the Borrower or the Managing Member to make copies of all documents pertaining hereto that may be keptRecords of Operations the Borrower or the Managing Member determines necessary or useful. Otherwise, maintained the Borrower or possessed the Managing Member shall conduct compliance reviews and audits at the Borrower’s expense. The Custodian shall provide reasonable assistance at no extra charge. Notwithstanding the audit and inspection rights conferred by this Section 7, the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS Custodian reserves the right to terminate impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Borrower or the Managing Member so as to prevent or minimize any potential impairment or disruption of the Custodian’s operations, distraction of its personnel or breaches of security or confidentiality. The provisions of this Agreement upon written notice to Section 7 shall survive the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, until the Contractor shall cease all work associated with Records have been transferred as provided in this Agreement. In Section and the event of termination, the Contractor shall be entitled to compensation period for all satisfactory review and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennesseeaudit expires.

Records and Audits. The Contractor Seller shall make maintain, and keep the Authorized Auditors shall have access to, all records and data pertaining to the performance and management of this Agreement (including compliance with the Requirements) and related Subcontracts, and as necessary to properly reflect all costs claimed to have been incurred hereunder and thereunder, including (a) in their original form, all (i) documents provided to Seller in the same ordinary course of business for the Facility, (ii) documents for billing, costs, metering, and accrue full and compete Environmental Attributes, (iii) books, records, documents, reports, deliverables, employee time sheets, accounting procedures and practices, and (iv) records of financial transactions, and (b) other evidence, that specifically relate regardless of form (for example, machine readable media such as disk or tape, etc.) or type (for example, databases, applications software, database management software, or utilities). If Seller is required to submit cost or pricing data in connection with this Agreement, in accordance Seller shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with generally accepted accounting principlesthe computations and projections used. The Contractor In the event of a Dispute, records that relate to the Dispute, litigation or costs, or items to which an audit exception has been taken, shall retain be maintained. Buyer and the Authorized Auditors may discuss such recordsrecords with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All such records shall be retained, and shall make same available be subject to SCSexamination and audit by the Authorized Auditors, upon reasonable requestfor a period of not less than five (5) years following final payment made by Buyer hereunder as it relates to a particular payment obligation, during the term expiration or termination date of this Agreement, and for a minimum period or final settlement of three (3) full years after completion of the contract obligations all disputes, claims, or from the date of final payment under this Agreementlitigation, whichever is later. In Seller shall make said records or, to the event extent accepted by the Authorized Auditors, photographs, micro- photographs, or other authentic reproductions thereof, available to the Authorized Auditors at Seller’s principal business office or any litigationother of Seller’s offices as mutually agreed upon by Buyer and Seller, claim at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records. Any information provided by Seller on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. Seller shall be subject at any time with fourteen (14) days prior written notice to audits or examinations by Authorized Auditors, relating to all xxxxxxxx and required to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits shall be performed using generally accepted auditing practices and principles and applicable governmental audit standards. All information provided by Seller or Seller’s Subcontractors pursuant to this Section 11.5 shall be subject to the provisions of Section 14.21. If Seller utilizes or is subject to Federal Acquisition Regulation, Part 30 and 31, et seq. accounting procedures, or a portion thereof, examinations and audits shall utilize such information. To the extent that an Authorized Auditor’s EXHIBIT A-60 examination or audit is instituted reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller shall be provided fifteen (15) days to review an Authorized Auditor’s examination results or audit and respond to Buyer prior to the expiration examination’s or audit’s finalization and public release. If an Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days after notice to Seller of the required three- year retention periodidentified overpayment. If an Authorized Auditor’s examination or audit reveals that Buyer’s overpayment to Seller is more than five percent (5.0%) of the xxxxxxxx reviewed, such records Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit, which examination or audit expenses and costs shall be retained until such litigation, claim or audit finding has been resolvedpaid by Seller to Buyer within fifteen (15) days after notice to Seller. Copies of said records Seller shall be furnished use commercially reasonable efforts to SCS upon request. Upon reasonable notice, contractually require all Subcontractors performing services under this Agreement to comply with the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding provisions of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed Section 11.5 by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate inserting this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, TennesseeSection 11.5 into each Subcontract.

Records and Audits. The Except as otherwise required by Applicable Laws affecting O&M Contractor, O&M Contractor shall make keep books and keep as the same and accrue full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with generally accepted accounting principlesprinciples with respect to any work performed pursuant to this Agreement throughout the Term. The O&M Contractor shall retain make such books and records available upon no less than twenty-four (24) hours’ notice to O&M Contractor, with such notice being given on a Business Day, for inspection and audit by Owner and/or its designated Representatives during O&M Contractor’s regular business hours and at the Wind Plant Site; provided that O&M Contractor’s company software, books and records not related to this Agreement shall not be subject to inspection or audit, except to the extent such software, books, records, and shall make same available or personnel records relate to SCS, upon reasonable request, during the term of any Reimbursable Expense or are relevant to verifying compliance with this Agreement. If any such inspection or audit discloses that any error has occurred and that, and as a result thereof, any overpayment or any underpayment has occurred, the amount thereof shall promptly be paid with interest at the rate set forth in Section 7.5 to the Party to whom it is owed by the other Party; provided that neither Party shall be liable for a minimum period of any amounts after three (3) full years after completion of the contract obligations or from the date of final payment the inspection or audit conducted by Owner. Neither Owner nor any of its Representatives shall have any obligation to take any action based upon what it may or could discover in the course of any document review or inspection of the Wind Plant or the books and records and neither (i) Owner’s nor its Representatives’ exercise of Owner’s right to inspect and review, (ii) Owner’s failure to exercise such right to inspect or review or (iii) Owner’s or any of its Representatives’ failure to take any action or report any observations as a result of such inspection or review, shall in any such case constitute a waiver of any rights or remedies that Owner may have under this Agreement, whichever is later. In the event any litigation, claim or audit is instituted prior to the expiration Owner’s review and/or approval of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the materials and documents submitted by O&M Contractor shall permit SCSnot relieve O&M Contractor of its obligations to meet all the requirements hereof, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, nor shall Owner be liable to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the O&M Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever Person by reason of any description or amount. Governing Law. This Agreement shall be construed in accordance with its review and/or approval of such materials and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennesseedocuments.

Records and Audits. The Access to Records. Contractor shall make and keep as the same and accrue full and compete books, documents, accounting maintain all financial records and other evidence, that specifically relate payment records relating to Contractor’s performance under this Agreement, Participating Addendum in accordance with generally generally-accepted accounting principles, and shall maintain all other records relevant to Contractor's performance of the Participating Addendum and each Contract (collectively, "Records"). The After providing Contractor reasonable notice, DAS PS and its duly authorized representatives shall have reasonable access to Records at Contractor's archive facility during normal business hours for purposes of examination and copying at DAS PS’ expense. Contractor shall retain such records, and shall make same available to SCS, upon reasonable request, during the term of this Agreement, and keep accessible all Records for a minimum of seven (7) years following the termination of this Participating Addendum, or such longer period as may be required by applicable law following expiration or termination of three the Participating Addendum, or until the conclusion of any audit, controversy or litigation arising out of or related to the Participating Addendum, whichever date is later. Service Audits. Upon notice from DAS PS, Contractor will provide (A) DAS PS, (B) DAS PS’ agents, (C) the Oregon Secretary of State, (D) any governmental authority, and (E) any other entity directed to audit DAS PS by a governmental authority ((A) through (E), collectively, “State Auditors”) with access to and any assistance that they may require with respect to records and those parts or portions of the Contractor’s operations used to perform its obligations under this Participating Addendum and Contracts to the extent necessary and for the purpose of performing audits or inspections of (1) Contractor’s resale of the Cloud Solutions or Related Services, (2) the business of Contractor relating to the Cloud Solutions or Related Services, including in each case operational, security, financial and other audits, and (3) full years after completion for any audit required by a governmental authority, any part of Contractor’s operations within the scope of the contract obligations audit that the governmental authority is permitted or authorized to perform. If any audit by an Agency Auditor results in Contactor being notified that Contractor or Contractor agents are not in compliance with (a) any law with which Contractor is required to comply under this Participating Addendum and any Contract, or (b) any other requirements, including compliance with procedures or controls, set forth in this Participating Addendum or any Contract, Contractor will promptly take actions to comply with such law or other requirement. At Contractor’s request, any State Auditor that is not an agency of the State of Oregon shall sign a non-disclosure agreement with commercially reasonable terms and conditions before having access to Contractor’s records or operations. Fee Audits. State Auditors may audit the charges and fees charged to Authorized Purchasers (“Charges”) to determine if such Charges are accurate and in accordance with this Participating Addendum and each Contract. Upon reasonable advance notice from DAS PS, Contractor will provide State Auditors with access to such financial records and supporting documentation as may be requested by DAS PS in order to make such determination. If, as a result of such audit, DAS PS determines that Contractor has overcharged an Authorized Purchaser, DAS PS will notify Contractor of the amount of such overcharge and Contractor will promptly pay to the Authorized Purchaser the amount of the overcharge, plus interest calculated from the date of final payment under this Agreement, whichever is later. In the event any litigation, claim or audit is instituted prior to the expiration receipt by Contractor of the required three- year retention period, such records shall be retained overcharged amount until such litigation, claim or audit finding has been resolved. Copies the date of said records shall be furnished payment to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, TennesseeAuthorized Purchaser.

Records and Audits. The Contractor Seller and its Affiliates shall make maintain, and keep shall cause Seller’s and its Affiliates’ subcontractors and suppliers, as applicable, to maintain, all records pertaining to the same management of this Agreement, related subcontracts, and accrue full performance of services pursuant to this Agreement (including all xxxxxxxx, costs, metering, and compete booksEnvironmental Attributes), in their original form, including reports, documents, deliverables, employee time sheets, accounting procedures and practices, records of financial transactions, and other evidence, that specifically relate regardless of form (for example, machine readable media such as disk or tape, etc.) or type (for example, databases, applications software, database management software, or utilities), sufficient to properly reflect all services performed pursuant to this Agreement. If Seller and its Affiliates or Seller’s and its Affiliates’ subcontractors or suppliers are required to submit cost or pricing data in connection with this Agreement, in accordance Seller and its Affiliates shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with generally accepted accounting principlesthe computations and projections used. The Contractor Buyer and the Authorized Auditors may discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All such records shall retain such recordsbe retained, and shall make same available be subject to SCSexamination and audit by the Authorized Auditors, upon reasonable request, during the term of this Agreement, and for a minimum period of three not less than four (34) full years after completion of following final payment made by Buyer hereunder or the contract obligations expiration or from the termination date of final payment under this Agreement, whichever is later. In Seller and its Affiliates shall make said records or to the event extent accepted by the Authorized Auditors, photographs, micro-photographs, or other authentic reproductions thereof, available to the Authorized Auditors at the Seller’s offices located at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any litigationsuch records. Any information provided by Seller and its Affiliates on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. Seller shall not, claim however, be required to furnish the Authorized Auditors with commonly available software. Seller, its Affiliates, and Seller’s subcontractors and suppliers, as applicable to the services provided under this Agreement, shall be subject at any time with fourteen (14) days prior written notice to audits or examinations by Authorized Auditors, relating to all xxxxxxxx and to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits shall be performed using generally accepted auditing practices and principles and applicable Governmental Authority audit standards. If Seller utilizes or is subject to FAR, Part 30 and 31, et seq. accounting procedures, or a portion thereof, examinations and audits shall utilize such information. To the extent that the Authorized Auditor’s examination or audit is instituted reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller shall be provided fifteen (15) days to review the Authorized Auditor’s examination results or audit and respond to Buyer’s prior to the expiration examination’s or audit’s finalization and public release. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days of notice to Seller of the required three- year retention periodidentified overpayment. Notwithstanding the foregoing, such records if the audit reveals that Buyer’s overpayment to Seller is more than the greater of $100,000 or five percent (5.0%) of the xxxxxxxx reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit. Such examination or audit expenses and costs shall be retained until such litigation, claim or audit finding has been resolved. Copies paid by Seller to Buyer within fifteen (15) days of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the ContractorSeller of such costs and expenses. Said termination Any information provided by Seller to the Authorized Auditor shall be held by such Authorized Auditor in strict confidence and Seller may require such Authorized Auditor to enter into a reasonable confidentiality agreement prior to the disclosure of information hereunder; provided that the Authorized Auditors shall not be deemed a breach prevented from disclosure of such information to Buyer to the extent such disclosure to Buyer is required to enable Buyer to carry out its rights and responsibilities under this Agreement by SCS. Upon receipt of written notice, and Buyer shall treat such information as Confidential Information to the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennesseeextent provided under Section 14.21.