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<br />Page 17 of 25 <br />damages, whether such damages arise out of breach of contract or warranty, tort <br />including negligence, strict or statutory liability, or any other cause of action. <br /> <br />38. DELIVERABLES. A party may rely on data or information that the party receives from <br />the other party by hard copy or electronic media. When transferring documents in <br />electronic media format, the transferring party makes no representations as to long-term <br />compatibility, usability, or readability of such documents. Consultant’s deliverables are <br />for the Owner’s or others’ convenience. Any conclusions or information derived or <br />obtained from these files will be at user’s sole risk. <br /> <br />39. ACCESS TO CONSULTANT’S ACCOUNTING RECORDS AND AUDIT RIGHTS. <br /> <br />A. Consultant must allow the Owner and its designees, at the Owner’s expense, to <br />review and audit Consultant’s financial documents and records relating to this <br />Agreement. Consultant will maintain accounting records, in accordance with <br />generally accepted accounting principles. These records will be available to the <br />Owner for a period of one (1) year after Consultant’s final invoice for examination <br />to the extent required to verify the direct costs (excluding established or standard <br />allowances and rates) incurred hereunder. The Owner may only audit accounting <br />records applicable to a cost-reimbursable type compensation. Upon finalization of <br />the audit, the Owner will submit to Consultant a Notice of Audit Results and a copy <br />of the audit report, which may supplement or modify any tentative findings verbally <br />communicated to Consultant at the completion of an audit. <br /> <br />B. Within one hundred eighty (180) days after the date of the Notice of Audit Results, <br />Consultant will respond, in writing, to the Owner 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 <br />explanation as to any questioned or no opinion expressed item of expense <br />(“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, Consultant <br />may supply appropriate excerpts and make alternate arrangements to conveniently <br />and reasonably make that documentation available for review by the Owner. The <br />Response will refer to and apply the language of this Agreement. Consultant agrees <br />that failure to submit a Response within the one hundred eighty (180) day period <br />constitutes agreement with any disallowance of an item or expense and authorizes <br />the Owner to finally disallow any items of questioned or no opinion expressed cost. <br /> <br />C. The Owner will make its decision with regard to any Notice of Audit Results and <br />Response within one hundred twenty (120) days after the date of the Response. If it <br />is determined by a court of competent jurisdiction or by mutual agreement that an <br />overpayment has been made to Consultant, Consultant will repay the amount to the <br />Owner or reach an agreement with the Owner on a repayment schedule within thirty <br />(30) days after the date of an invoice from the Owner. If Consultant fails to repay <br />the overpayment or reach an agreement with the Owner on a repayment schedule <br />within the thirty (30) day period, Consultant agrees that the Owner will deduct all or