Common use of AUDIT REVIEW PROCEDURES Clause in Contracts

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT and subconsultants’ contracts, including cost proposals and ICRs, may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive the SANDAG Department Director of Finance and AdministrationFinance. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT a consultant may request a review by ALAMEDA CTC’s Deputy Executive the SANDAG Department Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor not its consideration by ALAMEDA CTC XXXXXX will excuse CONSULTANT a consultant from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT Consultant and subconsultants’ contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be are subject to audits or reviews review such as, but not limited to, an AGREEMENT a Contract Audit, an and Incurred Cost Audit, an and ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpapers, workpapers if applicable, will be reviewed to verify compliance with 48 CFRCFR 31, Chapter 12 CFR 200, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review Review, it is CONSULTANT’s the consultant responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT the consultant and approved by ALAMEDA CTC SANDAG contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC XXXXXX at its sole discretion. Refusal by CONSULTANT a consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT this Agreement or other applicable contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and AdministrationLOCAL AGENCY’S Chief Financial Officer. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT and subconsultants’ contractssubconsultant AGREEMENTs, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Auditaudit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, stateLOCAL AGENCY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract AGREEMENT by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, LOCAL AGENCY or local governments have access to CPA workpaperswork papers, will be considered a breach of contract AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by Caltrans Audits and Investigation (A&I). Caltrans A&I, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. During Caltrans A&I’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, Caltrans A&I will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans A&I identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I. Accepted rates will be as follows: If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans A&I will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if Caltrans A&I is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) Caltrans A&I accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) Caltrans A&I has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENTcontract. CONSULTANT and subconsultants’ contracts, including cost proposals and ICRsindirect cost rates (“ICR”), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENTcontract. CONSULTANT and subconsultants’ contracts, including cost proposals and ICRsindirect cost rates (“ICR”), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA XXXXXXX CTC at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive the SANDAG Department Director of Finance and AdministrationFinance. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT a consultant may request a review by ALAMEDA CTC’s Deputy Executive the SANDAG Department Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor not its consideration by ALAMEDA CTC SANDAG will excuse CONSULTANT a consultant from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT Consultant and subconsultants’ contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be are subject to audits or reviews review such as, but not limited to, an AGREEMENT a Contract Audit, an and Incurred Cost Audit, an and ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpapers, workpapers if applicable, will be reviewed to verify compliance with 48 CFRCFR 31, Chapter 12 CFR 200, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review Review, it is CONSULTANT’s the consultant responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT the consultant and approved by ALAMEDA CTC SANDAG contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC SANDAG at its sole discretion. Refusal by CONSULTANT a consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT this Agreement or other applicable contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and AdministrationAuditor-Controller. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration Auditor-Controller of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT and subconsultantsSUBCONSULTANTS’ contractsAgreements, including Exhibit “D”, Cost Proposal and indirect cost proposals and ICRsrates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Indirect Cost (Overhead) Audit Workpaper Work paper Review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as if necessary. The AGREEMENTAgreement, cost proposalCost Proposal, and ICR shall be adjusted by the CONSULTANT and approved by ALAMEDA CTC the COUNTY Project Manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC the COUNTY at its sole discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract the Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. CONSULTANT's Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSUL TANT and approved by the COUNTY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.. During IOAl's review of the ICR audit work papers created by the CONSUL TANT's independent CPA, IOAI will work with the CPA and/or CONSUL TANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, COUNTY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines} is received and approved by IOAI. Accepted rates will be as follows:

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and AdministrationCOUNTY’SAuditor-Controller. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Auditor-Controller of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and timely performance, in accordance with the terms theterms of this AGREEMENTAgreement. CONSULTANT and subconsultantsSUBCONSULTANTS’ contractsAgreements, including Exhibit “C”, Cost Proposal and indirect cost proposals and ICRsrates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Indirect Cost (Overhead) Audit Workpaper Work paper Review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as if necessary. The AGREEMENTAgreement, cost proposalCost Proposal, and ICR shall be adjusted by the CONSULTANT and approved by ALAMEDA CTC the COUNTY Project Manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC the COUNTY at its sole discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract the Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs.