ADELPHIA 2 - 2005 - Laserfiche WebLink

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norma] business hours, all documents pertaining to the Grantee's operations in the franchise service area that are reasonably necessary for the Grantor's enforcement of its rights under this Agreement; provided, however, that the Grantor may not conduct duplicative inspections and audits for those periods oftime that have previously been subject to examination. Those documents will be made available at the Grantee's local office unless otherwise agreed by the parties. All documents pertaining to financial matters that may be the subject of an audit by the Grantor, as set forth herein, must be retained by the Grantee for a minimum of five years. Access by the Grantor to any documents covered by this subsection may not be denied by the Grantee on grounds that those documents are alleged to contain proprietary information, but confidentiality will be protected as provided for in Section] 0, except as may be necessary to administer and enforce the franchise. (b) Any audit conducted by Grantor under this Subsection 9.7 will be conducted at the sole expense of Grantor, not more frequently than once in any 12-month period. Grantor will prepare a written report containing its findings, a copy of which will be mailed to the Grantee for its review. Grantee must reimburse Grantor for the expense of any such audit if, as a result of that audit, it is determined that there is a shortfall of more than four percent (4%) in the amount of fees on gross annual revenue or other payments that Grantee is obligated to pay to Grantor under the terms of this Agreement. That reimbursement must be made by Grantee within 30 days of written notice from the Grantor. There shall be an accord and satisfaction with respect to any payment that has not been audited by Grantor within 36 months following the close of the fiscal year in which that payment is made. (c) Any undisputed underpayment of franchise fees, PEG access support payments, or other fees identified by a financial audit must be paid within 30 days of written notice from the Grantor of that shortfall. Such underpayments will be subject to interest charges, calculated from the date the payments were originally due and should have been made, in accordance with Subsection 2.2(f). Grantee must give written notice to Grantor of any disputed underpayments that are identified by Grantor in a financial audit. 9.8. Retention of Experts. When deemed to be necessary for the exercise of its rights under this Agreement, Grantor has the further right to retain technical experts and other consultants to ensure compliance with and enforcement of the provisions of this Agreement. The Grantor will bear the cost of retaining those experts unless the reports of those experts or consultants as submitted to the Grantor reveal that the Grantee has failed to substantially comply with the terms and conditions of this Agreement. ]0. PROTECT]ON OF GRANTEE'S PROPR]ETARY ]NFORMATlON ] 0.1 "Proprietarv Information" Defined. For the purpose of this Section I 0, the term "proprietary information" means any written information or data that the Grantee is required under this Agreement to submit to the Grantor, or to make available for inspection by the Grantor, which enables the Grantor to perform its regulatory functions relating to the Grantee's provision of cable services, and which, if disclosed to other persons, would result in unfair competitive disadvantage to the Grantec. 12097-0002\680672v] 9.doc -28- City of Santa Ana EXECUTION COPY 4/07/0;;