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<br />Page 12 of 15 <br />B. Within sixty (60) days after the date of the Notice of Audit Results, Aon will <br />respond, in writing, to the Diversion Authority indicating (a) whether it concurs <br />with the audit report, (b) clearly explaining the nature and basis for any <br />disagreement as to a disallowed item of expense, and (c) providing a written explanation as to any questioned or no opinion expressed item of expense (“Response”). The Response will be clearly stated and will provide any supporting <br />documentation necessary to resolve any disagreement or questioned or no opinion <br />expressed item of expense. Where the documentation is voluminous, Aon may <br />supply appropriate excerpts and make alternate arrangements to conveniently and reasonably make that documentation available for review by the Diversion Authority. The Response will refer to and apply the language of this Agreement. <br />Aon agrees that failure to submit a Response within the sixty (60) day period <br />constitutes agreement with any disallowance of an item or expense and authorizes <br />the Diversion Authority to finally disallow any items of questioned or no opinion expressed cost. <br />C. The Diversion Authority will make its decision with regard to any Notice of Audit <br />Results and Response within one hundred twenty (120) days after the date of the <br />Notice of Audit Results. If the Diversion Authority determines that an overpayment has been made to Aon, Aon will repay the amount to the Diversion Authority or reach an agreement with the Diversion Authority on a repayment schedule within <br />thirty (30) days after the date of an invoice from the Diversion Authority. If Aon <br />fails to repay the overpayment or reach an agreement with the Diversion Authority <br />on a repayment schedule within the thirty (30) day period, Aon agrees that the Diversion Authority will deduct all or a portion of the overpayment from any funds then or thereafter payable by the Diversion Authority to Aon for this project. <br />Interest will be assessed on any partial payments or repayment schedules based on <br />the unpaid balance at the end of each month until the balance is paid in full. The <br />assessment of interest will begin thirty (30) days from the date of the invoice. The rate of interest will be the interest rate on judgments in North Dakota as calculated by the state court administrator pursuant to N.D.C.C. § 28-20-34. The rate of <br />interest will be reviewed annually by the Diversion Authority and adjusted as <br />necessary. Aon expressly consents to this withholding or offsetting of funds under <br />those circumstances, reserving the right to file a lawsuit to contest the Diversion Authority’s decision only as to any item of expense the disallowance of which was disputed by Aon in a timely-filed Response. <br /> <br />24. OWNERSHIP. As between the parties, the Diversion Authority is the exclusive owner of <br />all material Aon collects from the Diversion Authority in connection with the services <br />under this Agreement, including copyrights. Within thirty (30) days of the end date of the Agreement, or upon the Diversion Authority’s notice at any time, Aon must give all <br />materials collected to the Diversion Authority (or to another party at the Diversion <br />Authority’s direction). Unless the Diversion Authority specifies otherwise, all files must <br />be saved in Microsoft Word and Excel formats, as applicable. Aon must maintain Aon’s <br />records relating to services under this Agreement and Aon’s invoices, and all other