52.215-2 Audit and Records-Negotiation.

As prescribed in 15.209(b), insert the following clause:

Audit and Records-Negotiation (Jun 2020)

(a) As used in this clause, "records" includes books, documents, accounting procedures and

practices, and other data, regardless of type and regardless of whether such items are in written

form, in the form of computer data, or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive, time-and-materials, labor-hour,

or price redeterminable contract, or any combination of these, the Contractor shall maintain and the

Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right

to examine and audit all records and other evidence sufficient to reflect properly all costs claimed to

have been incurred or anticipated to be incurred directly or indirectly in performance of this

contract. This right of examination shall include inspection at all reasonable times of the

Contractor’s plants, or parts of them, engaged in performing the contract.

(c) Certified cost or pricing data. If the Contractor has been required to submit certified cost or

pricing data in connection with any pricing action relating to this contract, the Contracting Officer,

or an authorized representative of the Contracting Officer, in order to evaluate the accuracy,

completeness, and currency of the certified cost or pricing data, shall have the right to examine and

audit all of the Contractor’s records, including computations and projections, related to-

(1) The proposal for the contract, subcontract, or modification;

(2) The discussions conducted on the proposal(s), including those related to negotiating;

(3) Pricing of the contract, subcontract, or modification; or

(4) Performance of the contract, subcontract or modification.

(d) Comptroller General.-

(1) The Comptroller General of the United States, or an authorized representative, shall have access

to and the right to examine any of the Contractor’s directly pertinent records involving transactions

related to this contract or a subcontract hereunder and to interview any current employee regarding

such transactions.

(2) This paragraph may not be construed to require the Contractor or subcontractor to create or

maintain any record that the Contractor or subcontractor does not maintain in the ordinary course of

business or pursuant to a provision of law.

(e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the

Contracting Officer or an authorized representative of the Contracting Officer shall have the right to

examine and audit the supporting records and materials, for the purpose of evaluating-

(1) The effectiveness of the Contractor’s policies and procedures to produce data compatible with

the objectives of these reports; and
(2) The data reported.

(f) Availability. The Contractor shall make available at its office at all reasonable times the records,

materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of this clause, for

examination, audit, or reproduction, until 3 years after final payment under this contract or for any

shorter period specified in subpart 4.7, Contractor Records Retention, of the Federal Acquisition

Regulation (FAR), or for any longer period required by statute or by other clauses of this contract. In

addition-

(1) If this contract is completely or partially terminated, the Contractor shall make available the

records relating to the work terminated until 3 years after any resulting final termination settlement;

and

(2) The Contractor shall make available records relating to appeals under the Disputes clause or to

litigation or the settlement of claims arising under or relating to this contract until such appeals,

litigation, or claims are finally resolved.

(g) The Contractor shall insert a clause containing all the terms of this clause, including this

paragraph (g), in all subcontracts under this contract that exceed the simplified acquisition

threshold, as defined in FAR 2.101 on the date of subcontract award, and—

(1) That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable

type or any combination of these;

(2) For which certified cost or pricing data are required; or

(3) That require the subcontractor to furnish reports as discussed in paragraph (e) of this clause.

The clause may be altered only as necessary to identify properly the contracting parties and the

Contracting Officer under the Government prime contract.

(End of clause)

Alternate I (Mar 2009). As prescribed in 15.209 (b)(2), substitute the following paragraphs (d)(1) and

(g) for paragraphs (d)(1) and (g) of the basic clause:

(d) Comptroller General or Inspector General. (1) The Comptroller General of the United States, an

appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978

(5 U.S.C. App.), or an authorized representative of either of the foregoing officials, shall have access

to and the right to-

(i) Examine any of the Contractor’s or any subcontractor’s records that pertain to and involve

transactions relating to this contract or a subcontract hereunder; and

(ii) Interview any officer or employee regarding such transactions.

(g)(1) Except as provided in paragraph (g)(2) of this clause, the Contractor shall insert a clause

containing all the terms of this clause, including this paragraph (g), in all subcontracts under this

contract. The clause may be altered only as necessary to identify properly the contracting parties

and the Contracting Officer under the Government prime contract.

(2) The authority of the Inspector General under paragraph (d)(1)(ii) of this clause does not flow
down to subcontracts.

Alternate II (Aug 2016). As prescribed in 15.209 (b)(3), add the following paragraph (h) to the basic

clause:

(h) The provisions of the OMB Uniform Guidance at 2 CFR part 200, subpart F apply to this contract.

Alternate III (June1999). As prescribed in 15.209 (b)(4), delete paragraph (d) of the basic clause and

redesignate the remaining paragraphs accordingly, and substitute the following paragraph (e) for

the redesignated paragraph (e) of the basic clause:

(e) Availability. The Contractor shall make available at its office at all reasonable times the records,

materials, and other evidence described in paragraphs (a), (b), (c), and (d) of this clause, for

examination, audit, or reproduction, until 3 years after final payment under this contract or for any

shorter period specified in subpart 4.7, Contractor Records Retention, of the Federal Acquisition

Regulation (FAR), or for any longer period required by statute or by other clauses of this contract. In

addition-

(1) If this contract is completely or partially terminated, the Contractor shall make available the

records relating to the work terminated until 3 years after any resulting final termination settlement;

and

(2) The Contractor shall make available records relating to appeals under the Disputes clause or to

litigation or the settlement of claims arising under or relating to this contract until such appeals,

litigation, or claims are finally resolved.

Parent topic: 52.215 [Reserved]