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8.A. - Page 60 <br /> agrees to extend to the Buyer or his/her designees and/or designated auditor of the <br /> Buyer, the right to monitor or otherwise evaluate all work performed and all records, <br /> including service records and procedures to assure that the project is achieving its <br /> purpose, that all applicable Buyer, State, and Federal regulations are met, and that <br /> adequate internal fiscal controls are maintained. The Seller shall be responsible for <br /> receiving, replying to, and complying with any audit exceptions set forth in Buyer audits. <br /> The Seller shall pay to Buyer the full amount of any audit determined to be due as a result <br /> of Buyer audit exceptions. This provision is in addition to other inspection and access <br /> rights specified in this Agreement. <br /> 13.28 AUDIT RIGHTS UNDER STATE LAW <br /> Pursuant to California Government Code Section 8546.7, the parties acknowledge and <br /> agree that every contract involving the expenditure of public funds in excess of$10,000 <br /> shall be subject to audit by the State Auditor. <br /> 13.29 DEBARMENT <br /> Seller represents and warrants that it, its employees, subcontractors and agents are not <br /> suspended, debarred, or excluded from, or ineligible from, receiving Federal or state <br /> funds. Seller must within 30 calendar days advise the Buyer if, during the term of this <br /> Agreement, the Seller becomes suspended, debarred or excluded from or ineligible for, <br /> receiving Federal or state funds. <br /> 13.30 CALIFORNIA PUBLIC RECORDS ACT <br /> The Buyer is a public agency subject to the disclosure requirements of the California Public <br /> Records Act ("CPRA"). If Seller's proprietary information is contained in documents or <br /> information submitted to Buyer, and Seller claims that such information falls within one <br /> or more CPRA exemptions, Seller must clearly mark such information "CONFIDENTIAL <br /> AND PROPRIETARY," and identify the specific lines containing the information. In the <br /> event of a request for such information,the Buyer will make best efforts to provide notice <br /> to Seller prior to such disclosure. If Seller contends that any documents are exempt from <br /> the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, <br /> injunctive relief or other appropriate remedy from a court of law in San Mateo County <br /> before the Buyer's deadline for responding to the CPRA request. If Seller fails to obtain <br /> such remedy within Buyer's deadline for responding to the CPRA request, Buyer may <br /> disclose the requested information. Seller further agrees that it shall defend, indemnify <br /> and hold Buyer harmless against any claim, action or litigation (including but not limited <br /> to all judgments, costs, fees, and attorneys fees) that may result from denial by Buyer of <br /> a CPRA request for information arising from any representation, or any action (or <br /> inaction), by the Seller. <br /> ATTY/AGRJ2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 52 of 55 <br />