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Common use of AUDIT REVIEW PROCEDURES Clause in Contracts

AUDIT REVIEW PROCEDURES. A. Any dispute arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by COUNTY’s Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, ENGINEER may request a review by COUNTY’s Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY will excuse ENGINEER from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER and subconsultants’ contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, 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 Agreement, cost proposal, and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the ENGINEER’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers. The Agreement, cost proposal, and ICR shall be adjusted by ENGINEER and approved by COUNTY’s Contract Administrator to conform to the audit or review recommendations. ENGINEER agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY at its sole discretion. Refusal by the ENGINEER 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.

Appears in 1 contract

Samples: Professional Services

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial Officerthe San Benito County Auditor. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER CONTRACTOR may request a review by COUNTY’s Chief Financial Officer the San Benito County Auditor of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by the COUNTY will excuse ENGINEER CONTRACTOR from full and timely performance, in accordance with the terms of this Agreementcontract. D. ENGINEER CONTRACTOR and subconsultants’ subcontractors' contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, 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, proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the ENGINEER’s CONTRACTOR'S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s ' s workpapers. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER CONTRACTOR and approved by the COUNTY’s 'S Contract Administrator to conform to the audit or review recommendations. ENGINEER XXXXXXXXXX agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement contract by this reference if directed by the COUNTY at its sole discretion. Refusal by the ENGINEER CONTRACTOR 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 CONTRACT and disallowance of prior reimbursed costs.

Appears in 1 contract

Samples: Contract

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY LOCAL AGENCY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. D. ENGINEER CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s Contract Administrator LOCAL AGENCY contract manager to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement contract by this reference if directed by COUNTY LOCAL AGENCY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement contract and disallowance of prior reimbursed costs. For contracts of $3,500,000 or greater, the following shall apply: E. CONSULTANT Cost Proposal is subject to a CPA ICR Audit Work Paper Review by Caltrans’ Audit and Investigation (Caltrans). Caltrans, 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 contract terms and cause for termination of the contract and disallowance of prior reimbursed costs. 1. During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent CPA, Caltrans 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 identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at a provisional ICR until a FAR 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 Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I. Provisional rates will be as follows: a. If the proposed rate is less than 150% - the provisional rate reimbursed will be 90% of the proposed rate. b. If the proposed rate is between 150% and 200% - the provisional rate will be 85% of the proposed rate. c. If the proposed rate is greater than 200% - the provisional rate will be 75% of the proposed rate. 2. If Caltrans is unable to issue a cognizant letter per paragraph E.1. above, Caltrans 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 will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. 3. If the CONSULTANT fails to comply with the provisions of this Section E, or if Caltrans 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 provisional 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this contract. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (2) all work under this contract has been completed to the satisfaction of LOCAL GAENCY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICETO local agency no later than 60 days after occurrence of the last of these items. The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within fifteen (15) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s).

Appears in 1 contract

Samples: Consultant Services Agreement

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial OfficerAuditor-Controller. B. Not later than thirty (30) calendar days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s Chief Financial Officer Auditor-Controller of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither X. Xxxxxxx the pendency of a dispute nor its consideration by COUNTY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s Contract Administrator COUNTY contract manager to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

Appears in 1 contract

Samples: Special Services Agreement

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial Officerthe San Xxxxxx County Auditor. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER CONTRACTOR may request a review by COUNTY’s Chief Financial Officer the San Xxxxxx County Auditor of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by the COUNTY will excuse ENGINEER CONTRACTOR from full and timely performance, in accordance with the terms of this Agreementcontract. D. ENGINEER CONTRACTOR and subconsultants’ subcontractors' contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, 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, proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the ENGINEER’s CONTRACTOR'S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s ' s workpapers. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER CONTRACTOR and approved by the COUNTY’s 'S Contract Administrator to conform to the audit or review recommendations. ENGINEER CONTRACTOR agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement contract by this reference if directed by the COUNTY at its sole discretion. Refusal by the ENGINEER CONTRACTOR 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 CONTRACT and disallowance of prior reimbursed costs.

Appears in 1 contract

Samples: Contract

AUDIT REVIEW PROCEDURES. A. 1. 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 COUNTYthe City’s Chief Financial OfficerFinance Director or his/her authorized representative. B. 2. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER Consultant may request a review by COUNTYthe City’s Chief Financial Officer Finance Director of unresolved audit issues. The request for review shall will be submitted in writing. C. 3. Neither the pendency of a dispute nor its consideration by COUNTY the City will excuse ENGINEER Consultant from full and timely performance, in accordance with the terms of this AgreementContract. D. ENGINEER 4. Consultant and subconsultants’ subconsultant contracts, including cost fee proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 AgreementContract, cost proposal, fee proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The AgreementContract, cost fee proposal, and ICR shall be adjusted by ENGINEER Consultant and approved by COUNTYthe City’s Contract Administrator Assistant City Manager or his/her authorized representative to conform to the audit or review recommendations. ENGINEER Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement Contract by this reference if directed by COUNTY the City’s Assistant City Manager or his/her authorized representative at its sole discretion. Refusal by the ENGINEER Consultant to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Contract terms and cause for termination of the Agreement Contract and disallowance of prior reimbursed costs.

Appears in 1 contract

Samples: Master Services Contract

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER CONSULTANT and subconsultants’ contractssubconsultant agreements, including cost proposals and indirect cost rates Indirect Cost Rates (ICR), are may be subject to audits or reviews such as, but not limited to, a Contract Auditan agreement audit, 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, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s COUNTY Contract Administrator to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. E. If State or Federal funds are identified in this Agreement, 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 CONSULTANT 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. 1. During XXXX's review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI 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 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: a. 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. b. 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. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per Article IX.E.1. above, IOAI 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. XXXX will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. 3. If the CONSULTANT fails to comply with the provisions of this Article IX.E, or if IOAI 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 Article IX.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. 4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or rejects the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of COUNTY; and,

Appears in 1 contract

Samples: On Call Services Agreement

AUDIT REVIEW PROCEDURES. A. a) 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 COUNTY’s TAMC’S Chief Financial Officer. B. b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER Consultant may request a review by COUNTY’s TAMC’S Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. c) Neither the pendency of a dispute nor its consideration by COUNTY TAMC will excuse ENGINEER Consultant from full and timely performance, in accordance with the terms of this Agreement.. (The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater) D. ENGINEER d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER Consultant and approved by COUNTY’s Contract Administrator TAMC contract manager to conform to the audit or review recommendations. ENGINEER Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY TAMC at its sole discretion. Refusal by the ENGINEER Consultant to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. (An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.)

Appears in 1 contract

Samples: Professional Services

AUDIT REVIEW PROCEDURES. A. (a) 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 COUNTY’s Chief Financial TAMC’S Finance Officer. B. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER Consultant may request a review by COUNTY’s Chief Financial XXXX’S Finance Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. (c) Neither the pendency of a dispute nor its consideration by COUNTY XXXX will excuse ENGINEER Consultant from full and timely performance, in accordance with the terms of this Agreement.. [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] D. ENGINEER (d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER Consultant and approved by COUNTY’s Contract Administrator TAMC project manager to conform to the audit or review recommendations. ENGINEER Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY XXXX at its sole discretion. Refusal by the ENGINEER Consultant to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. [An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.]

Appears in 1 contract

Samples: Professional Services

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER CONSULTANT and subconsultants’ contractssubconsultant agreements, including cost proposals and indirect cost rates Indirect Cost Rates (ICR), are may be subject to audits or reviews such as, but not limited to, a Contract Auditan agreement audit, 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, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s COUNTY Contract Administrator to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. E. 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 CONSULTANT 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. 1. During XXXX's review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI 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 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: a. 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. b. 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. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per Article IX.E.1. above, IOAI 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. XXXX will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. 3. If the CONSULTANT fails to comply with the provisions of this Article IX.E, or if IOAI 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 Article IX.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. 4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or rejects the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of COUNTY; and,

Appears in 1 contract

Samples: Consulting Services Agreement

AUDIT REVIEW PROCEDURES. A. (a) 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 COUNTY’s Chief Financial TAMC’S Finance Officer. B. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER Consultant may request a review by COUNTY’s Chief Financial TAMC’S Finance Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. (c) Neither the pendency of a dispute nor its consideration by COUNTY TAMC will excuse ENGINEER Consultant from full and timely performance, in accordance with the terms of this Agreement.. [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] D. ENGINEER (d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER Consultant and approved by COUNTY’s Contract Administrator TAMC project manager to conform to the audit or review recommendations. ENGINEER Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY TAMC at its sole discretion. Refusal by the ENGINEER Consultant to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. [An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.]

Appears in 1 contract

Samples: Professional Services

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY LOCAL AGENCY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. D. ENGINEER CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, a Contract Auditcontract audit, 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 Agreementcontract, cost proposal, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 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 the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s Contract Administrator LOCAL AGENCY contract manager to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement contract by this reference if directed by COUNTY LOCAL AGENCY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the Agreement contract and disallowance of prior reimbursed costs. E. The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

Appears in 1 contract

Samples: Consulting Agreement

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s CLIENT’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s CLIENT’S Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY CLIENT will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER CONSULTANT and subconsultants’ contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, 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 Agreement, cost proposal, proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is the ENGINEERConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers. The Agreement, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s Contract Administrator CLIENT contract manager to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY CLIENT at its sole discretion. Refusal by the ENGINEER 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.

Appears in 1 contract

Samples: Professional Services

AUDIT REVIEW PROCEDURES. A. 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 COUNTY’s Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, ENGINEER CONSULTANT may request a review by COUNTY’s Chief Financial Officer of unresolved audit issues. The request for review shall will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by COUNTY will excuse ENGINEER CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. D. ENGINEER CONSULTANT and subconsultants’ contractssubconsultant agreements, including cost proposals and indirect cost rates Indirect Cost Rates (ICR), are may be subject to audits or reviews such as, but not limited to, a Contract Auditan agreement audit, 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, proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is the ENGINEERCONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpaperswork papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by ENGINEER CONSULTANT and approved by COUNTY’s COUNTY Contract Administrator to conform to the audit or review recommendations. ENGINEER CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by COUNTY at its sole discretion. Refusal by the ENGINEER CONSULTANT to incorporate audit or review recommendations, or to ensure that the Federalfederal, State, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. E. If State or Federal funds are identified in this Agreement, 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 CONSULTANT 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. 1. During XXXX's review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI 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 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: a. 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. b. 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. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per Article IX.E.1. above, IOAI 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. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. 3. If the CONSULTANT fails to comply with the provisions of this Article IX.E, or if IOAI 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 Article IX.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. 4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or rejects the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of COUNTY; and,

Appears in 1 contract

Samples: On Call Services Agreement