Common use of Audit and Inspection of Records Clause in Contracts

Audit and Inspection of Records. Contractor agrees to maintain and make available to City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than six (6) years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. Department Required Audits. City retains the right to audit Contractor, any affiliate or subcontractor to determine whether Contractor is fulfilling the terms of this Agreement. Upon thirty (30) days advance written notice to Contractor, during the term of the Agreement, and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guarantees. Contractor agrees that City may perform multiple audits per year if: the audits are different in scope, if the audits are for different subsets of Services provided by Contractor, or if the audits are required as a result of prior audit findings by the City. Contractor agrees to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, shall be borne by Contractor. If the City’s audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractor.

Audit and Inspection of Records. 3.4.1 Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less fewer than six (6) years five years, unless required for a longer duration due to Federal, State, or local requirements of which the City will notify contractor in writing, after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. Department Required AuditsContractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. City retains If Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. 3.4.2 If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.3 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.2 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.4 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. a. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Serviceswork under this Agreement. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than six (6) five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. . b. Contractor shall include annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the same associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. If Contractor expends $500,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with OMB Circular A-133, Audits of States, Local Governments, and inspection rights and record retention Non-Profit Organizations. Said requirements can be found at the following website address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/omb/circulars/a133/a133.html. If Contractor expends less than $500,000 a year in all subcontracts. Department Required Audits. City retains the right to audit ContractorFederal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. c. The Director of Public Health or his / her designee may perform multiple audits per year if: approve of a waiver of the audits are different in scope, aforementioned audit requirement if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. d. Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less fewer than six (6) years five years, unless required for a longer duration due to Federal, State, or local requirements of which the City will notify contractor in writing, after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. 3.4.1 Contractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. Department Required AuditsIf Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. City retains Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.2 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.1 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.3 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than six (6) five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. 3.4.1 Contractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. Department Required AuditsIf Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. City retains Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. 3.4.2 If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.3 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.2 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.4 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. a. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Serviceswork under this Agreement. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than six (6) five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. . b. Contractor shall include annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the same associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. If Contractor expends $500,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with OMB Circular A-133, Audits of States, Local Governments, and inspection rights and record retention Non- Profit Organizations. Said requirements can be found at the following website address: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/omb/circulars/a133/a133.html. If Contractor expends less than $500,000 a year in all subcontracts. Department Required Audits. City retains the right to audit ContractorFederal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. c. The Director of Public Health or his / her designee may perform multiple audits per year if: approve of a waiver of the audits are different in scope, aforementioned audit requirement if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. d. Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less fewer than six (6) years five years, unless required for a longer duration due to Federal, State, or local requirements of which the City will notify contractor in writing, after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. 3.4.1 Contractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. Department Required AuditsIf Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. City retains Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.2 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.1 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the Director ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.3 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less fewer than six (6) five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. 3.4.1 Contractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. Department Required AuditsIf Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. City retains Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.2 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.1 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.3 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than six (6) five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. 3.4.1 Contractor shall annually have its books of accounts audited by a Certified Public Accountant and a copy of said audit report and the associated management letter(s) shall be transmitted to the Director of Public Health or his /her designee within one hundred eighty (180) calendar days following Contractor’s fiscal year end date. Department Required AuditsIf Contractor expends $750,000 or more in Federal funding per year, from any and all Federal awards, said audit shall be conducted in accordance with 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. City retains Said requirements can be found at the right to audit Contractorfollowing website address: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. 3.4.2 If Contractor expends less than $750,000 a year in Federal awards, any affiliate or subcontractor to determine whether Contractor is fulfilling exempt from the terms of this Agreement. Upon thirty (30) days advance written notice to Contractorsingle audit requirements for that year, during the term but records must be available for review or audit by appropriate officials of the AgreementFederal Agency, pass-through entity and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, quality assurance, approved and denied claims reviews, benefit design and administration, member and plan service issues, and performance guaranteesGeneral Accounting Office. Contractor agrees that to reimburse the City any cost adjustments necessitated by this audit report. Any audit report which addresses all or part of the period covered by this Agreement shall treat the service components identified in the detailed descriptions attached to Appendix A and referred to in the Program Budgets of Appendix B as discrete program entities of the Contractor. 3.4.3 The Director of Public Health or his / her designee may perform multiple audits per year if: approve a waiver of the audits are different audit requirement in scopeSection 3.4.2 above, if the audits contractual Services are of a consulting or personal services nature, these Services are paid for different subsets through fee for service terms which limit the City’s risk with such contracts, and it is determined that the work associated with the audit would produce undue burdens or costs and would provide minimal benefits. A written request for a waiver must be submitted to the DIRECTOR ninety (90) calendar days before the end of Services provided the Agreement term or Contractor’s fiscal year, whichever comes first. 3.4.4 Any financial adjustments necessitated by Contractorthis audit report shall be made by Contractor to the City. If Contractor is under contract to the City, the adjustment may be made in the next subsequent billing by Contractor to the City, or if the audits are required as a result of prior audit findings may be made by another written schedule determined solely by the City. In the event Contractor agrees is not under contract to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, written arrangements shall be borne by Contractor. If the City’s made for audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractoradjustments.

Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make copies of excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less fewer than six (6) years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts. Department Required Audits. City retains the right to audit Contractor, any affiliate or subcontractor to determine whether Contractor is fulfilling the terms of this Agreement. Upon thirty (30) days advance written notice to Contractor, during the term of the Agreement, and at any time within twenty-four (24) months following the termination of the Agreement, City or City’s designated subcontractor may perform an audit of Contractor and any affiliate or subcontractor of the Contractor that performs Services under this Agreement. Audit scope may include and not be limited to: plan implementation, transaction processing services, claim adjudication, claim pricing and claim pricing elements, quality assurance, approved and denied claims utilization management reviews, benefit design and administration, member and plan service issues, manufacturer rebates and contracts, and performance guaranteesguarantees and contingent discounts. Contractor agrees that City may perform multiple audits per year if: the audits are different in scope, if the audits are for different subsets of Services provided by Contractor, or if the audits are required as a result of prior audit findings by the City. Contractor agrees to reasonably comply with the City’s requested audit schedule, scope, deliverables, data and information requests made by City or City’s designated subcontractor. Contractor agrees to respond to and remediate all audit findings findings, inclusive of providing funding for identified claims or benefit adjustments, payments and reimbursements determined to be necessary as a result of the audit, within thirty (30) days of completion of the audit report. All charges associated with obtaining or sharing required data or information to comply with the City’s audit, including but not limited to direct or indirect pass-through data retrieval fees, for up-to two (2) years of data or information, shall be borne by Contractor. If the City’s audit requires data or information which has aged two (2) or more years, and the data or information is currently archived, Contractor will provide City a quote for the costs associated with the retrieval of data or information. City reserves to the right to proceed with or discontinue the audit at any time. In the cases were significant or material findings have been identified through the City’s audit, City retains the right to perform additional audits to ensure audit findings have been corrected and are not recurring. All newly identified findings, through secondary audits, shall remain within the scope of the secondary audit. All costs associated with audits which are second to findings that have been discovered in a prior audit shall be borne by Contractor.