Common use of Access and Remedy Clause in Contracts

Access and Remedy. The County, or the County’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Vendor’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Vendor and in such a manner so as not to interfere with Vendor’s operations and, in no event, more than once in any rolling twelve (12) month period. All such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of Vendor’s invoices or the extent of Vendor’s legal and contractual compliance, nor, in any event, information that would require Vendor to disclose its underlying actual internal costs to provide the Services, but excluding the actual fees charged and invoiced to County. Nevertheless, subject to such limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 18.2 below regarding access to Vendor’s cost data, Vendor shall grant the County and its representatives full and complete access to the relevant portion of Vendor’s books, records, documents, data, or information, and, with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Vendor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the County to ascertain any facts relevant to determining the accuracy of Vendor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the County with respect to the Fees, then: (a) Vendor shall promptly refund such overcharge or issue to the County a credit for such overcharge; (b) if such overcharge represents, as to any invoice, more than five percent (5%) of the amounts that the County should have been charged under such invoice, then Vendor shall promptly issue to the County a credit for, the cost of such audit; and (b) Vendor shall fully cooperate with appropriate County personnel, or the County’s Auditors, in reviewing, evaluating, and, to the extent necessary, revising Vendor’s internal controls, promptly implementing any recommended, material changes.

Access and Remedy. The CountyCommonwealth, or the CountyCommonwealth’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of Vendor’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Vendor and in such a manner so as not to interfere with Vendor’s operations and, in no event, more than once in any rolling twelve (12) month periodoperations. All such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of Vendor’s invoices or the extent of Vendor’s legal and contractual compliance, nor, in any event, information that would require Vendor to disclose its underlying actual internal costs to provide the Services, but excluding the actual fees charged and invoiced to County. Nevertheless, subject to such limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 18.2 below regarding access to Vendor’s cost data, Vendor shall grant the County Commonwealth and its representatives full and complete access to the relevant portion of Vendor’s books, records, documents, data, or information, and, with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of Vendor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the County Commonwealth to ascertain any facts relevant to determining the accuracy of Vendor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the County Commonwealth with respect to the Fees, then: (ai) Vendor shall promptly refund such overcharge or issue to the County Commonwealth a credit for such overcharge; (bii) if such overcharge represents, as to any invoice, more than five percent (5%) of the amounts that the County Commonwealth should have been charged under such invoice, then Vendor shall promptly refund to the Commonwealth, or issue to the County Commonwealth a credit for, the cost of such audit; and (biii) Vendor shall fully cooperate with appropriate County Commonwealth personnel, or the CountyCommonwealth’s Auditors, in reviewing, evaluating, and, to the extent necessary, revising Vendor’s internal controls, promptly implementing any recommended, material changes.

Access and Remedy. The County, or the County’s Auditors (provided that any external third party Auditors have executed an appropriate nondisclosure agreement), shall be granted access to the aforesaid records for the purpose of verifying the accuracy of VendorContractor’s invoicing and contractual compliance, during normal business hours, upon reasonable notice to Vendor Contractor and in such a manner so as not to interfere with VendorContractor’s operations and, in no event, more than once in any rolling twelve (12) month periodoperations. All such verifications, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to proprietary or confidential information except to the extent necessary to confirm the accuracy of VendorContractor’s invoices or the extent of VendorContractor’s legal and contractual compliance, nor, in any event, information that would require Vendor to disclose its underlying actual internal costs to provide the Services, but excluding the actual fees charged and invoiced to County. Nevertheless, subject to such limitations, during such hours and with such advance notice, and subject to the limits set forth in Section 18.2 15.2 below regarding access to VendorContractor’s cost data, Vendor Contractor shall grant the County and its representatives full and complete access to the relevant portion of VendorContractor’s books, records, documents, data, or information, and, with the prior consent of Vendor Contractor (which will not be unreasonably withheld or delayed), access to relevant Vendor Contractor Personnel, as they relate to amounts invoiced, invoices submitted, or the extent of VendorContractor’s compliance with this Agreement, or as such access to personnel, books, records, documents, data, and information may be required in order for the County to ascertain any facts relevant to determining the accuracy of VendorContractor’s invoicing hereunder, including facts with regard to verification of Fees (and components and calculations thereof). In the event that any such verification reveals an overcharge (net of any undercharges) to the County with respect to the Fees, then: : (a) Vendor Contractor shall promptly refund such overcharge or issue to the County a credit for such overcharge; (b) if such overcharge represents, as to any invoice, more than five percent (5%) of the amounts that the County should have been charged under such invoice, then Vendor Contractor shall promptly refund to the County, or issue to the County a credit for, the cost of such audit; and (bc) Vendor Contractor shall fully cooperate with appropriate County personnel, or the County’s Auditors, in reviewing, evaluating, and, to the extent necessary, revising VendorContractor’s internal controls, promptly implementing any recommended, material changes.