Common use of RETENTION OF RECORDS/AUDIT Clause in Contracts

RETENTION OF RECORDS/AUDIT. 19.1 The CONSULTANT must establish and maintain books, records, contracts, subcontracts, papers, financial records, supporting documents, statistical records, goods, services and all other documents, in whatsoever form or format including, but not limited to electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY under this Agreement. 19.2 The CONSULTANT must retain all Project Records pertinent to this Agreement for a period of three (3) years after completion of the Project. If an audit has been initiated and audit findings have not been resolved at the end of six years, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITY. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. 19.3 Upon demand, at no additional cost to the CITY, the CONSULTANT must facilitate the duplication and transfer of any Records during the required retention period in Section 19.2 hereof. 19.4 The CONSULTANT must provide these Records at all reasonable times for inspection, review, copying or audit by the CITY, including but not limited to the Council Auditor’s Office. 19.5 At all reasonable times for as long as the Records are maintained, the CONSULTANT must allow persons duly authorized by the CITY, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 The CONSULTANT, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITY, and must insure that all related party transactions are disclosed to the auditor. 19.7 The CONSULTANT must comply and cooperate immediately with any inspections, reviews, investigations, deemed necessary by the CITY. 19.8 The CONSULTANT must permit the CITY, including but not limited to the Council Auditor’s Office, to interview any employees, subcontractors and subcontractor employees of the CONSULTANT to assure the CITY of the satisfactory performance of the terms and conditions of this Agreement. Following such review, if performance of the CONSULTANT is, in the opinion of the CITY, deficient, the CITY will deliver to the CONSULTANT a written report of the deficiencies and request for development by the CONSULTANT of a corrective action plan. The CONSULTANT ▇▇▇▇▇▇ agrees to prepare and submit, to the CITY, said corrective plan within ten (10) days of receiving the CITY’s written report. Thereafter, the CONSULTANT must correct all deficiencies in the corrective action plan, within ten (10) days from the CITY’s receipt of the corrective action plan. 19.9 All reports, audits, and other information provided by the CONSULTANT pursuant to this Section shall contain the following statement: “The information provided to the City of Jacksonville in this submittal is submitted under penalties of perjury, under Section 837.06, Florida Statutes.” 19.10 To the extent that the CONSULTANT uses subcontractors in the performance of the Services under this Agreement, or assigns this Agreement with prior CITY consent, the CONSULTANT must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignments.

RETENTION OF RECORDS/AUDIT. 19.1 11.1 The CONSULTANT University must establish and maintain books, records, contracts, subcontracts, papers, financial records, supporting documents, statistical records, goods, services and all other documents, in whatsoever form or format including, but not limited to electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY City under this Agreement. 19.2 11.2 The CONSULTANT University must retain all Project Records pertinent to this Agreement for a period of three (3) years after completion of the Project. If an audit has been initiated and audit findings have not been resolved at the end of six years, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITYCity. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. 19.3 11.3 Upon demand, at no additional cost to the CITYCity, the CONSULTANT University must facilitate the duplication and transfer of any Records during the required retention period in Section 19.2 hereof. 19.4 11.4 The CONSULTANT University must provide these Records at all reasonable times for inspection, review, copying or audit by the CITYCity, including but not limited to the Council Auditor’s Office. 19.5 11.5 At all reasonable times for as long as the Records are maintained, the CONSULTANT University must allow persons duly authorized by the CITYCity, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 11.6 The CONSULTANTUniversity, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITYCity, and must insure that all related party transactions are disclosed to the auditor. 19.7 11.7 The CONSULTANT University must comply and cooperate immediately with any inspections, reviews, investigations, deemed necessary by the CITYCity. 19.8 11.8 The CONSULTANT University must permit the CITYCity, including but not limited to the Council Auditor’s Office, to interview any employees, subcontractors and subcontractor employees of the CONSULTANT University to assure the CITY City of the satisfactory performance of the terms and conditions of this Agreement. Following such review, if performance of the CONSULTANT University is, in the opinion of the CITY, deficient, the CITY City will deliver to the CONSULTANT University a written report of the deficiencies and request for development by the CONSULTANT University of a corrective action plan. The CONSULTANT ▇▇▇▇▇▇ University hereby agrees to prepare and submit, to the CITYCity, said corrective plan within ten (10) days of receiving the CITYCity’s written report. Thereafter, the CONSULTANT University must correct all deficiencies in the corrective action plan, within ten (10) days from the CITYCity’s receipt of the corrective action plan. The Parties agree that University shall comply with Section 215.97, Fla. Stat. 19.9 11.9 All reports, audits, and other information provided by the CONSULTANT University pursuant to this Section shall contain the following statement: “The information provided to the City of Jacksonville in this submittal is submitted under penalties of perjury, under Section 837.06, Florida Statutes.” 19.10 11.10 To the extent that the CONSULTANT University uses subcontractors in the performance of the Services under this Agreement, or assigns this Agreement with prior CITY City consent, the CONSULTANT University must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignments.

RETENTION OF RECORDS/AUDIT. 19.1 The CONSULTANT must establish 25 A. For the purpose of determining the sufficiency of the CONSUTLANT’S 26 performance of the contract (and compliance with Public Contract Code 10115, et seq. and 27 Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when 1 applicable), the CONSULTANT, subcontractors, and the COUNTY, and each of them, shall 2 maintain all books, records, contracts, subcontractsdocuments, papers, financial accounting records, supporting documents, statistical records, goods, services and all other documents, in whatsoever form or format including, but not limited evidence pertaining 3 to electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY under this Agreement. 19.2 The CONSULTANT must retain all Project Records pertinent to this Agreement for a period of three (3) years after completion performance of the Project. If an audit has been initiated and audit findings have not been resolved at the end of six years, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITY. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. 19.3 Upon demand, at no additional cost to the CITY, the CONSULTANT must facilitate the duplication and transfer of any Records during the required retention period in Section 19.2 hereof. 19.4 The CONSULTANT must provide these Records at all reasonable times for inspection, review, copying or audit by the CITYAGREEMENT, including but not limited to, the costs of 4 administering the AGREEMENT. 5 B. All parties shall make such materials available at their respective offices at all 6 reasonable times throughout the entirety of the contract term and for three years from the 7 date of final payment under the contract, pursuant to Government Code 8546.7. The state, 8 the State Auditor, the COUNTY, Federal Highway Administration, or any duly authorized 9 representative of the federal government shall have access to any books, records, and 10 documents of the CONSULTANT that are pertinent to the Council Auditor’s Office. 19.5 At all reasonable times contract for as long as the Records are maintainedaudit, the CONSULTANT must allow persons duly authorized by the CITYexaminations, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 The CONSULTANT, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITY11 excerpts, and must insure that all related party transactions are disclosed to transactions, and copies thereof shall be furnished if requested. It shall be 12 the auditor. 19.7 The CONSULTANT must comply and cooperate immediately with any inspections, reviews, investigations, deemed necessary by the CITY. 19.8 The CONSULTANT must permit the CITY, including but not limited to the Council Auditor’s Office, to interview any employees, subcontractors and subcontractor employees responsibility of the CONSULTANT to assure the CITY ensure that all subcontracts in excess of the satisfactory performance of the terms 13 $25,000 shall contain this provision. 14 C. The CONSULTANT and conditions of this Agreementsubconsultants’ contracts, including cost proposals 15 and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a 16 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA) 17 ICR Audit Workpaper Review. Following such If selected for audit or review, the AGREEMENT, cost 18 proposal and ICR and related workpapers, if performance applicable, will be reviewed to verify 19 compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances 20 of a CPA ICR Audit Workpaper Review it is the CONSULTANT’S responsibility to ensure 21 federal, state, or local government officials are allowed full access to the CPA’s 22 workpapers. The AGREEMENT, cost proposal, and ICR shall be adjusted by the 23 CONSULTANT is, and approved by the CONTRACT ADMINISTRATOR to conform to the 24 audit or review recommendations. The CONSULTANT agrees that individual terms of costs 25 identified in the opinion of audit report shall be incorporated into the CITY, deficient, AGREEMENT by this reference if 26 directed by the CITY will deliver to the CONSULTANT a written report of the deficiencies and request for development COUNTY at its sole discretion. Refusal by the CONSULTANT of to 27 incorporate audit or review recommendations, or to ensure that the Federal, State, or local 1 governments have access to CPA workpapers, will be considered a corrective action plan. The CONSULTANT ▇▇▇▇▇▇ agrees to prepare and submit, to the CITY, said corrective plan within ten (10) days of receiving the CITY’s written report. Thereafter, the CONSULTANT must correct all deficiencies in the corrective action plan, within ten (10) days from the CITY’s receipt breach of the corrective action plan. 19.9 All reports, audits, 2 AGREEMENT terms and other information provided by the CONSULTANT pursuant to this Section shall contain the following statement: “The information provided to the City of Jacksonville in this submittal is submitted under penalties of perjury, under Section 837.06, Florida Statutes.” 19.10 To the extent that the CONSULTANT uses subcontractors in the performance cause for termination of the Services under this Agreement, or assigns this Agreement with AGREEMENT and disallowance of 3 prior CITY consent, the CONSULTANT must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignmentsreimbursed costs.

RETENTION OF RECORDS/AUDIT. 19.1 ‌ The CONSULTANT must Developer agrees: (a) To establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of all funds provided by the DIA under this Agreement; (b) To retain all records, contracts, subcontracts, papers, financial records, supporting documents, statistical records, goods, services and all any other documents, in whatsoever form or format including, but not limited to documents (including electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY under this Agreement. 19.2 The CONSULTANT must retain all Project Records pertinent to this Agreement for a period of three six (36) years after completion of the Projectdate of final payment by the DIA under this Agreement, including auditable records pertaining to jobs filled by third-party employers. If an audit has been initiated and audit findings have not been resolved at the end of such six years(6) year period, the Records records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITYDIA. Records Any audit of the Developer pursuant to the terms of this Section 11.22 shall not be retained for longer periods when the retention period exceeds the time frames required performed by law or ordinance.an auditing firm that is paid on a contingency basis; 19.3 (c) Upon demand, at no additional cost to the CITYDIA, the CONSULTANT must to facilitate the duplication and transfer of any Records records or documents pertinent to this Agreement during the required retention period period; (d) To assure that these records pertinent to this Agreement including any of the Developer’s contracts and related records and documents, regardless of the form in Section 19.2 hereof. 19.4 The CONSULTANT must provide these Records which kept shall be subject at all reasonable times for to inspection, review, copying copying, or audit by personnel duly authorized by the CITYDIA, including but not limited to the City Council Auditor’s Office.auditors; 19.5 At all reasonable times for as long as the Records are maintained, the CONSULTANT must allow persons duly authorized by the CITY, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 The CONSULTANT, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITY, and must insure (e) To ensure that all related party transactions are disclosed to the auditor.DIA; 19.7 The CONSULTANT must comply and cooperate immediately with any (f) To include the aforementioned audit, inspections, reviews, investigations, deemed necessary investigations and record keeping requirements in all subcontracts and assignments of this Agreement; (g) To permit persons duly authorized by the CITY. 19.8 The CONSULTANT must permit the CITYDIA, including but not limited to the City Council Auditor’s Officeauditors, to inspect and copy any records, papers, documents, facilities, goods and services of the Developer which are relevant to this Agreement, and to interview any employees, subcontractors employees and subcontractor employees of the CONSULTANT Developer to assure the CITY DIA of the satisfactory performance of the terms and conditions of this Agreement. Following such review, if performance of the CONSULTANT is, in the opinion of the CITY, deficient, the CITY DIA will deliver to the CONSULTANT Developer a written report of the deficiencies its findings and request for development by the CONSULTANT Developer of a corrective action planplan where appropriate. The CONSULTANT ▇▇▇▇▇▇ Developer hereby agrees to prepare and submit, to the CITY, said corrective plan within ten (10) days of receiving the CITY’s written report. Thereafter, the CONSULTANT must timely correct all deficiencies identified in the corrective action plan; (h) If the result of any audit by the City or DIA establishes that the amount of its Total Development Cost has been overstated by five percent (5%) or more, the entire expense of the audit shall be borne by the Developer; (i) Additional monies due as a result of any audit or annual reconciliation shall be paid within ten thirty (1030) days of date of the DIA’s invoice; and (j) Should any audit reveal that the Developer has overstated the amount of its Total Development Cost, and the Developer does not make restitution within thirty (30) days from the CITY’s date of receipt of written notice from the corrective action plan. 19.9 All reportsDIA, auditsthen, and in addition to any other information provided by the CONSULTANT pursuant to this Section shall contain the following statement: “The information provided remedies available to the City of Jacksonville in this submittal is submitted under penalties of perjuryDIA, under Section 837.06, Florida Statutes.” 19.10 To the extent that the CONSULTANT uses subcontractors in the performance of the Services under DIA may terminate this Agreement, or assigns this Agreement with prior CITY consentsolely at its option, by written notice to the CONSULTANT must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignmentsDeveloper.

RETENTION OF RECORDS/AUDIT. 19.1 The CONSULTANT must establish 19 A. For the purpose of determining the sufficiency of the CONSUTLANT’S 20 performance of the contract (and compliance with Public Contract Code 10115, et seq. and 21 Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when 22 applicable), the CONSULTANT, subcontractors, and the COUNTY, and each of them, shall 23 maintain all books, records, contracts, subcontractsdocuments, papers, financial accounting records, supporting documents, statistical records, goods, services and all other documents, in whatsoever form or format including, but not limited evidence pertaining 24 to electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY under this Agreement. 19.2 The CONSULTANT must retain all Project Records pertinent to this Agreement for a period of three (3) years after completion performance of the Project. If an audit has been initiated and audit findings have not been resolved at the end of six years, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITY. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. 19.3 Upon demand, at no additional cost to the CITY, the CONSULTANT must facilitate the duplication and transfer of any Records during the required retention period in Section 19.2 hereof. 19.4 The CONSULTANT must provide these Records at all reasonable times for inspection, review, copying or audit by the CITYAGREEMENT, including but not limited to, the costs of 25 administering the AGREEMENT. 26 B. All parties shall make such materials available at their respective offices at all 27 reasonable times throughout the entirety of the contract term and for three years from the 28 date of final payment under the contract, pursuant to Government Code 8546.7. The state, 1 the State Auditor, the COUNTY, Federal Highway Administration, or any duly authorized 2 representative of the federal government shall have access to any books, records, and 3 documents of the CONSULTANT that are pertinent to the Council Auditor’s Office. 19.5 At all reasonable times contract for as long as the Records are maintainedaudit, the CONSULTANT must allow persons duly authorized by the CITYexaminations, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 The CONSULTANT, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITY4 excerpts, and must insure that all related party transactions are disclosed to transactions, and copies thereof shall be furnished if requested. It shall be 5 the auditor. 19.7 The CONSULTANT must comply and cooperate immediately with any inspections, reviews, investigations, deemed necessary by the CITY. 19.8 The CONSULTANT must permit the CITY, including but not limited to the Council Auditor’s Office, to interview any employees, subcontractors and subcontractor employees responsibility of the CONSULTANT to assure the CITY ensure that all subcontracts in excess of the satisfactory performance of the terms 6 $25,000 shall contain this provision. 7 C. The CONSULTANT and conditions of this Agreementsubconsultants’ contracts, including cost proposals and 8 indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a 9 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (CPA) 10 ICR Audit Workpaper Review. Following such If selected for audit or review, the AGREEMENT, cost 11 proposal and ICR and related workpapers, if performance applicable, will be reviewed to verify 12 compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances 13 of a CPA ICR Audit Workpaper Review it is the CONSULTANT’S responsibility to ensure 14 federal, state, or local government officials are allowed full access to the CPA’s 15 workpapers. The AGREEMENT, cost proposal, and ICR shall be adjusted by the 16 CONSULTANT is, and approved by the CONTRACT ADMINISTRATOR to conform to the 17 audit or review recommendations. The CONSULTANT agrees that individual terms of costs 18 identified in the opinion of audit report shall be incorporated into the CITY, deficient, AGREEMENT by this reference if 19 directed by the CITY will deliver to the CONSULTANT a written report of the deficiencies and request for development COUNTY at its sole discretion. Refusal by the CONSULTANT of to 20 incorporate audit or review recommendations, or to ensure that the Federal, State, or local 21 governments have access to CPA workpapers, will be considered a corrective action plan. The CONSULTANT ▇▇▇▇▇▇ agrees to prepare and submit, to the CITY, said corrective plan within ten (10) days of receiving the CITY’s written report. Thereafter, the CONSULTANT must correct all deficiencies in the corrective action plan, within ten (10) days from the CITY’s receipt breach of the corrective action plan. 19.9 All reports, audits, 22 AGREEMENT terms and other information provided by the CONSULTANT pursuant to this Section shall contain the following statement: “The information provided to the City of Jacksonville in this submittal is submitted under penalties of perjury, under Section 837.06, Florida Statutes.” 19.10 To the extent that the CONSULTANT uses subcontractors in the performance cause for termination of the Services under this Agreement, or assigns this Agreement with AGREEMENT and disallowance of 23 prior CITY consent, the CONSULTANT must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignmentsreimbursed costs.

RETENTION OF RECORDS/AUDIT. 19.1 ‌ The CONSULTANT must Developer agrees: (a) To establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of all funds provided by the DIA under this Agreement; (b) To retain all records, contracts, subcontracts, papers, financial records, supporting documents, statistical records, goods, services and all any other documents, in whatsoever form or format including, but not limited to documents (including electronic storage media, (for purposes of this Article 19, hereinafter referred to as the “Records”) sufficient to reflect all receipt and expenditures of funds provided by the CITY under this Agreement. 19.2 The CONSULTANT must retain all Project Records pertinent to this Agreement for a period of three six (36) years after completion of the Projectdate of final payment by the DIA under this Agreement, including auditable records pertaining to jobs filled by third-party employers. If an audit has been initiated and audit findings have not been resolved at the end of such six years(6) year period, the Records records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the CITYDIA. Records Any audit of the Developer pursuant to the terms of this Section 10.22 shall not be retained for longer periods when the retention period exceeds the time frames required performed by law or ordinance.an auditing firm that is paid on a contingency basis; 19.3 (c) Upon demand, at no additional cost to the CITYDIA, the CONSULTANT must to facilitate the duplication and transfer of any Records records or documents pertinent to this Agreement during the required retention period period; (d) To assure that these records pertinent to this Agreement including any of the Developer’s contracts and related records and documents, regardless of the form in Section 19.2 hereof. 19.4 The CONSULTANT must provide these Records which kept shall be subject at all reasonable times for to inspection, review, copying copying, or audit by personnel duly authorized by the CITYDIA, including but not limited to the City Council Auditor’s Office.auditors; 19.5 At all reasonable times for as long as the Records are maintained, the CONSULTANT must allow persons duly authorized by the CITY, including but not limited to the Council Auditor’s Office, to have full access to and the right to examine any of the provider’s Records, relative to the Project, regardless of the form in which kept. 19.6 The CONSULTANT, at its sole and exclusive cost and expense, must provide audits or reports as requested by the CITY, and must insure (e) To ensure that all related party transactions are disclosed to the auditor.DIA; 19.7 The CONSULTANT must comply and cooperate immediately with any (f) To include the aforementioned audit, inspections, reviews, investigations, deemed necessary investigations and record keeping requirements in all subcontracts and assignments of this Agreement; (g) To permit persons duly authorized by the CITY. 19.8 The CONSULTANT must permit the CITYDIA, including but not limited to the City Council Auditor’s Officeauditors, to inspect and copy any records, papers, documents, facilities, goods and services of the Developer which are relevant to this Agreement, and to interview any employees, subcontractors employees and subcontractor employees of the CONSULTANT Developer to assure the CITY DIA of the satisfactory performance of the terms and conditions of this Agreement. Following such review, if performance of the CONSULTANT is, in the opinion of the CITY, deficient, the CITY DIA will deliver to the CONSULTANT Developer a written report of the deficiencies its findings and request for development by the CONSULTANT Developer of a corrective action planplan where appropriate. The CONSULTANT ▇▇▇▇▇▇ Developer hereby agrees to prepare and submit, to the CITY, said corrective plan within ten (10) days of receiving the CITY’s written report. Thereafter, the CONSULTANT must timely correct all deficiencies identified in the corrective action plan; (h) If the result of any audit by the City or DIA establishes that the amount of its Total Development Cost has been overstated by five percent (5%) or more, the entire expense of the audit shall be borne by the Developer; (i) Additional monies due as a result of any audit or annual reconciliation shall be paid within ten thirty (1030) days of date of the DIA’s invoice; and (j) Should any audit reveal that the Developer has overstated the amount of its Total Development Cost, and the Developer does not make restitution within thirty (30) days from the CITY’s date of receipt of written notice from the corrective action plan. 19.9 All reportsDIA, auditsthen, and in addition to any other information provided by the CONSULTANT pursuant to this Section shall contain the following statement: “The information provided remedies available to the City of Jacksonville in this submittal is submitted under penalties of perjuryDIA, under Section 837.06, Florida Statutes.” 19.10 To the extent that the CONSULTANT uses subcontractors in the performance of the Services under DIA may terminate this Agreement, or assigns this Agreement with prior CITY consentsolely at its option, by written notice to the CONSULTANT must include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignmentsDeveloper.