Common use of Operational Audits Clause in Contracts

Operational Audits. The County may engage such Auditors as it shall deem appropriate to conduct an audit of Vendor’s and its Subcontractors’ practices, the facilities used by Vendor or Vendor’s Subcontractors in order to verify compliance with the terms of this Agreement and, in no event, more than once in any rolling twelve (12) month period. Any such audit shall be conducted in a reasonable manner and after reasonable advance notice (except that no notice shall be required with respect to a security audit). For purposes of such audit, Vendor shall, and shall cause its Subcontractors to, grant the County and its representatives full and complete access, during normal business hours and upon reasonable notice, to the relevant portion of Vendor’s and its Subcontractors’ books, records, documents, data, and information, as they relate to this Agreement, and with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel’s comptroller, access to relevant Vendor Personnel. Vendor shall, and shall cause its Subcontractors to, provide the County, or its authorized representatives, with such information and assistance as are reasonably requested in order to perform such audits, provided that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with the performance of Vendor’s duties and obligations hereunder. If any such audit reveals an inadequacy or insufficiency of Vendor’s performance, including performance in connection with any security obligations of Vendor as set forth in this Agreement, Vendor shall promptly develop and provide to the County a reasonable and detailed corrective action plan and promptly thereafter implement such plan in accordance with its terms. In addition, the cost of such audit shall be borne by Vendor in the event that: (a) the County specifically identifies a particular deficiency with respect to Vendor’s performance of any particular Service; (b) Vendor either denies or fails to take prompt actions to investigate and cure such identified deficiency; (c) an audit is initiated hereunder to investigate such deficiency; and (d) the audit confirms the deficiency with respect to Vendor’s performance of such Service. Any of the County’s external third party Auditors performing such an audit shall do so only after executing nondisclosure agreements reasonably satisfactory to Vendor. Vendor shall use commercially reasonable efforts to incorporate the substance of the foregoing provisions of this Section 18 regarding audit rights (substituting the name of the Subcontractor for that of Vendor) into any written agreement between Vendor and each Subcontractor. Nothing in this Section shall in any way limit the County’s rights under Section 18.2.

Operational Audits. The County ‌ Each Contract Year, Vendor shall require its Auditors to conduct an examination of Vendor’s compliance with this Agreement with scope and objectives to be approved by the Commonwealth in advance. Vendor also shall require its Key Subcontractors to participate in such compliance audits. This audit shall be conducted for the previous fiscal Year ending June 30, 20xx. For the first Contract Year this may be only for a partial year. Vendor shall deliver to the Commonwealth five (5) copies of such audit report within two (2) months after conducting the audit (but in no event later than November 1 following the fiscal year end for which the audit was conducted) and Vendor shall prepare and implement a corrective action plan to correct any deficiencies or resolve any problems identified in such report. A copy of the corrective action plan shall be provided to the Commonwealth within thirty (30) days following the delivery of the audit report. In addition, at any time, and from time to time, during the Term, the Commonwealth may engage such Auditors as it shall deem appropriate (except that such Auditors shall not be Vendor Competitors) to conduct an audit of Vendor’s and its Subcontractors’ practices, the facilities used by Vendor or Vendor’s Subcontractors to provide the Services, and related operational matters (including audits of Vendor’s legal compliance and Vendor’s security policies and practices with regard to IT and data access and control) in order to verify compliance with the terms of this Agreement and, in no event, more than once in any rolling twelve (12) month periodAgreement. Any such audit shall be conducted in a reasonable manner and after reasonable advance notice (except that no notice shall be required with respect to a security audit). For purposes of such audit, Vendor shall, and shall cause its Subcontractors to, grant the County Commonwealth and its representatives full and complete access, during normal business hours and upon reasonable notice, to the relevant portion of Vendor’s and its Subcontractors’ books, records, documents, data, and information, as they relate to this Agreement, and with the prior consent of Vendor (which will not be unreasonably withheld or delayed), access to relevant Vendor Personnel’s comptroller, access to relevant Vendor Personnel. Vendor shall, and shall cause its Subcontractors to, provide the CountyCommonwealth, or its authorized representatives, with such information and assistance as are reasonably requested in order to perform such audits, provided that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with the performance of Vendor’s duties and obligations hereunder. If any such audit reveals an inadequacy or insufficiency of Vendor’s performance, including performance in connection with any security obligations of Vendor as set forth in this Agreement, Vendor shall promptly develop and provide to the County Commonwealth a reasonable and detailed corrective action plan and promptly thereafter implement such plan in accordance with its terms. In addition, the cost of such audit shall be borne by Vendor in the event that: (ai) the County Commonwealth specifically identifies a particular deficiency with respect to Vendor’s performance of any particular Service; (bii) Vendor either denies or fails to take prompt actions to investigate and cure such identified deficiency; (ciii) an audit is initiated hereunder to investigate such deficiency; and (div) the audit confirms the deficiency with respect to Vendor’s performance of such Service. Any of the CountyCommonwealth’s external third third-party Auditors performing such an audit shall do so only after executing nondisclosure agreements reasonably satisfactory to Vendor. Vendor shall use commercially reasonable efforts to incorporate the substance of the foregoing provisions of this Section 18 18.3 regarding audit rights (substituting the name of the Subcontractor for that of Vendor) into any written agreement between Vendor and each Subcontractor. Nothing in this Section 18.3 shall in any way limit the CountyCommonwealth’s rights under Section 18.2.