R91-91 AUTHORIZING THE EXECUTION OF A DOWNSTATE OPERATING ASSISTANCE AGREEMENT FOR MASS TRANSIT FOR FY' 92

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C. Inspection of Working Papers There may be instances where Department would wish to communicate directly with the auditors. Accordingly, when the participant engages the auditor or audit firm it shall include in the letter of engagement the authorization for the auditor to provide information directly to Department. In addition, the auditors shall, until the expiration of three years after the audit report has been issued, give duly I authorized representatives of the Department access to and the I rights to examine the working papers in connections with audits performed. 8.02. Right of the Department to Audit. The Department may, at its option and at its own expense, perform a final sudit of the Grant. Such audit may be utilized for the settlement of the Grant. Regardless of whether the Department elects to perform its own audit, the participant agrees to provide full access, at reasonable times, to the Department, and to any auditors hired by the Department, for examination of any records or documents in the possession of the Participant that pertain to this Grant. 8.03. Implementation of audit findin� The participant must provide a copy to the Division of Public Transportation within 180 days of the close of the grant period. Upon the Department's acceptance of the results, the Department may arrange for a final reconciliation payment to or from the participant, as necessary. ITEM 9. PARTICIPANT'S WARRANTIES Participant warrants that it has taken all corporate actions necessary to authorize it to enter into this Agreement. Participant warrants that there is no provision of its charter, and to its knowledge no law, ordinance or regulation, which prohibits Participant from entering into and performing this Agreement or which renders unenforceable against Participant any provision of this Agreement, 11