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. a. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTCC/CAG’s Deputy Executive Director of Finance and Administration. Department. b. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCC/CAG’s Deputy Executive Director of Finance and Administration Department of unresolved audit issues. The request for review will be submitted in writing. . c. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC C/CAG will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. d. 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 AuditAgreement 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 AGREEMENTAgreement, 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 CONSULTANTConsultant’s responsibility to ensure federal, stateC/CAG, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC C/CAG Contract Administrator 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 Agreement by this reference if directed by ALAMEDA CTC C/CAG at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, C/CAG 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 Agreement and disallowance of prior reimbursed costs.

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 ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC City will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT contract. (d) Contractor and subconsultants’ subcontractor 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 Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANTContractor’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC City contract manager to conform to the audit or review recommendations. CONSULTANT Contractor 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 City at its sole discretion. Refusal by CONSULTANT Contractor 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. (e) Contractor’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 Contractor and approved by the City 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 Contractor 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 IOAI’s review of the ICR audit work papers created by the Contractor’s independent CPA, IOAI will work with the CPA and/or Contractor 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, City will reimburse the Contractor 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 paragraph E.1. above, IOAI may require Contractor 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 Contractor’s and/or the independent CPA’s revisions. 3. If the Contractor fails to comply with the provisions of this paragraph 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 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. 4. Contractor may submit to City final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this agreement has been completed to the satisfaction of City; and,

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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, 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. 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 ten (10) 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).

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. . (b) 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. . (c) 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. . (d) CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and Indirect Cost Rates (“ICRs”), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, 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, state, 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 to conform to the audit or review recommendationsrecommendations and approved by ALAMEDA CTC Project Manager. 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 at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 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 ALAMEDA CTC 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. (i) 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, ALAMEDA CTC will reimburse the CONSULTANT at an accepted ICR until a Federal Acquisition Regulations (“FAR”) compliant ICR {e.g.,48 CFR Part 31; GAAS (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 CALTRANS. Accepted rates will be as follows: (1) If the proposed ICR is less than one hundred fifty percent (150%) (2) If the proposed ICR 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. (3) If the proposed ICR is greater than two hundred percent (200%) – (ii) If CALTRANS A&I is unable to issue a cognizant letter per subparagraph (e)(i) 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. (iii) If the CONSULTANT fails to comply with the provisions of subparagraph (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 subparagraph (e)(i) above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. (iv) CONSULTANT may submit to ALAMEDA CTC a 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 ALAMEDA CTC; and, (3) CALTRANS A&I has issued its final ICR review letter. The CONSULTANT must submit its final invoice to ALAMEDA CTC 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 ALAMEDA CTC and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. The following replaces Paragraph 21 of Article III, Section A (General):

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph 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 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

AUDIT REVIEW PROCEDURES. A. 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 CTCthe County’s Deputy Executive Director of Finance and Administration. Chief Administrative Officer, or designee. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration Chief Administrative Officer, or designee of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the County will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Contractor and subconsultantssubcontractors’ 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 AGREEMENTAgreement, 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 CONSULTANTContractor’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 AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC the County contract manager to conform to the audit or review recommendations. CONSULTANT Contractor 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 the County at its sole discretion. Refusal by CONSULTANT Contractor 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 Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. E. Should an Audit Report or any State or County audit determine that Contractor has misspent funds and been overpaid based on the requirements of this Agreement and applicable laws and regulations, County shall demand repayment from Contractor in the amount of such audit findings and withhold any payment otherwise due under this Agreement until Contractor repays such amount. Contractor shall repay County such amount within sixty (60) days of the date of the County's demand for repayment. Should Contractor fail to repay County within sixty (60) days of the date of County's demand for repayment, the County may offset the amount due from Contractor against any amounts that would otherwise be due from the County to Contractor pursuant to this Agreement or any other agreement or source.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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, 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. 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 ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. Any subcontract in excess of $25,000 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).

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 agreementCONTRACT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. the CITY’S Administrative Services Director. B. 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 the CITY’S Administrative Services Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC CITY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. CONTRACT. D. CONSULTANT and subconsultants’ contractssubconsultant CONTRACTs, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 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, statethe CITY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC the CITY’s 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 CONTRACT by this reference if directed by ALAMEDA CTC the CITY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, CITY 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. 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 CITY 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 IOAI’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, the CITY 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 paragraph 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 paragraph 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 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 CONTRACT. 4. CONSULTANT may submit to the CITY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this CONTRACT has been completed to the satisfaction of the CITY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO THE CITY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this CONTRACT and all other CONTRACTs executed between the CITY and 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 the CITY and any Subconsultants, and no subcontract shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the CITY for the acts and omissions of its Subconsultants 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 the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the CITY's obligation to make payments to the CONSULTANT. B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the CITY’s Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal. C. Any subcontract entered into as a result of this CONTRACT, shall contain all the provisions stipulated in this entire CONTRACT to be applicable to Subconsultants unless otherwise noted. D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the CITY. E. Any substitution of Subconsultants must be approved in writing by the CITY’s Contract Administrator in advance of assigning work to a substitute Subconsultant.

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 ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will shall be submitted in writing. . C. 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 AGREEMENT. Contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including fee schedules and indirect cost proposals and ICRsrates(ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTContract, cost proposal fee schedule and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTContract, cost proposalfee schedule, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY’s 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 Contract by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 Contract terms and cause for termination of the AGREEMENT Contract and disallowance of prior reimbursed costs.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. VCTC’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT CONTRACTOR may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration VCTC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC VCTC will excuse CONSULTANT CONTRACTOR from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT . D. CONTRACTOR and subconsultants’ contractssubcontractor 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, Part CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTCONTRACTOR’s responsibility to ensure federal, stateVCTC, 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 CONTRACTOR and approved by ALAMEDA CTC VCTC Contract Administrator to conform to the audit or review recommendations. CONSULTANT CONTRACTOR 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 VCTC at its sole discretion. Refusal by CONSULTANT CONTRACTOR to incorporate audit or review recommendations, or to ensure that the federal, state, VCTC 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. E. CONTRACTOR’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 CONTRACTOR and approved by the VCTC 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 CONTRACTOR 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. a. During IOAI’s review of the ICR audit work papers created by the CONTRACTOR’s independent CPA, IOAI will work with the CPA and/or CONTRACTOR 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, VCTC will reimburse the CONTRACTOR 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: i. 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. ii. 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. iii. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. b. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONTRACTOR 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 CONTRACTOR’s and/or the independent CPA’s revisions. c. If the CONTRACTOR fails to comply with the provisions of this paragraph 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 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. d. CONTRACTOR may submit to VCTC final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of VCTC; and,

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post post-completion 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 Administration. the COMMISSION’S Contract Manager. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT may request a review by ALAMEDA CTC’s Deputy the COMMISSION’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. The Executive Director’s determination regarding such dispute shall be final unless the Executive Director determines, in its sole discretion, that the dispute shall be determined by the Board of COMMISSION. C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COMMISSION will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. 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 necessaryworkpapers. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COMMISSION contract 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 by this reference if directed by ALAMEDA CTC COMMISSION 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. 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 agreementCONTRACT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT A-E may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT A-E from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT CONTRACT. D. A-E and subconsultants’ subcontractor contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita DocuSign Envelope ID: 1535395A-F40E-43D3-8750-630750041B2F CONTRACT 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 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 CONSULTANTA-E’s responsibility to ensure federal, stateCOUNTY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC COUNTY Contract Administrator to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract CONTRACT by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT A-E to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. E. A-E’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 A-E 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 A-E 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 Caltrans A&I’s review of the ICR audit work papers created by the A- E’s independent CPA, Caltrans A&I will work with the CPA and/or A-E 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, COUNTY will reimburse the A-E 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: 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 Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require A-E to submit a revised independent CPA-audited DocuSign Envelope ID: 1535395A-F40E-43D3-8750-630750041B2F 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 A-E’s and/or the independent CPA’s revisions. 3. If the A-E 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 CONTRACT. 4. A-E may submit to COUNTY 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 CONTRACT has been completed to the satisfaction of COUNTY; and, (3) Caltrans A&I has issued its final ICR review letter. The A-E MUST SUBMIT ITS FINAL INVOICE TO COUNTY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this CONTRACT and all other agreements executed between COUNTY and the A-E, either as a prime or subcontractor, with the same fiscal period ICR.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY contract 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 by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration. Auditor-Controller. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. 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 AuditAgreement 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 AGREEMENTAgreement, 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 CONSULTANTConsultant’s responsibility to ensure federal, stateCounty, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC County Project 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 Agreement by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, County 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 Agreement and disallowance of prior reimbursed costs.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. VCTC’S Chief Financial Officer. B. 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 VCTC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx the pendency of a dispute nor its consideration by ALAMEDA CTC VCTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. 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, Part CFR 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, stateVCTC, 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 VCTC 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 VCTC at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, VCTC 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. 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 VCTC 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. a. During IOAI’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, VCTC 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: i. 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. ii. 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. iii. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. b. If IOAI is unable to issue a cognizant letter per paragraph 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

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. A. Any dispute concerning a question of fact arising under an interim or post post-completion audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy the COMMISSION’S Contract Manager and Executive Director of Finance and Administration. Director B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT may request a review by ALAMEDA CTC’s Deputy the COMMISSION’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. The Executive Director’s determination regarding such dispute shall be final unless the Executive Director determines, in its sole discretion, that the dispute shall be determined by the Board of the COMMISSION. C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COMMISSION will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. 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 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 Fee Schedule/Cost Proposal (Exhibit C) and ICR and related workpaperswork papers, 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 Review, it is CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers workpapers, including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COMMISSION Contract 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 COMMISSION at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalCOMMISSION, stateand/or Federal, State, or other local governments have access to CPA workpapers, will be considered a breach of contract AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. CONSULTANT’S Fee Schedule/Cost Proposal (Exhibit C) may be subject to a CPA ICRA Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigation (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Fee Schedule/Cost Proposal (Exhibit C) shall be adjusted by the CONSULTANT and approved by the COMMISSION Contract Manager 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 1. During IOAI’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, COMMISSION 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 paragraph 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 paragraph E, or if XXXX 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, 4. CONSULTANT may submit to COMMISSION final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COMMISSION; and (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COMMISSION 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 COMMISSION and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. VCTC’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration VCTC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC VCTC will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Consultant and subconsultants’ contractsSubconsultant Agreement’s, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT AuditAgreement 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 AGREEMENTAgreement, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, stateVCTC, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC VCTC Contract Administrator 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 Agreement by this reference if directed by ALAMEDA CTC VCTC at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, VCTC 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 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 VCTC 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. a. 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, VCTC 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. I. Accepted rates will be as follows: i. 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. ii. 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. iii. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. b. If IOAI is unable to issue a cognizant letter per paragraph 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. c. If the Consultant fails to comply with the provisions of this paragraph E, or if XXXX 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. d. Consultant may submit to VCTC final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of VCTC; and,

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 agreementCONTRACT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT A-E may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT A-E from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT CONTRACT. D. A-E and subconsultants’ subcontractor contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita DocuSign Envelope ID: C9D22EE7-C30C-4990-A8FE-82CB589D74A3 CONTRACT 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 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 CONSULTANTA-E’s responsibility to ensure federal, stateCOUNTY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC COUNTY Contract Administrator to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract CONTRACT by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT A-E to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. E. A-E’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 A-E 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 A-E 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 Caltrans A&I’s review of the ICR audit work papers created by the A- E’s independent CPA, Caltrans A&I will work with the CPA and/or A-E 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, COUNTY will reimburse the A-E 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: 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 Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require A-E to submit a revised independent CPA-audited DocuSign Envelope ID: C9D22EE7-C30C-4990-A8FE-82CB589D74A3 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 A-E’s and/or the independent CPA’s revisions. 3. If the A-E 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 CONTRACT. 4. A-E may submit to COUNTY 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 CONTRACT has been completed to the satisfaction of COUNTY; and, (3) Caltrans A&I has issued its final ICR review letter. The A-E MUST SUBMIT ITS FINAL INVOICE TO COUNTY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this CONTRACT and all other agreements executed between COUNTY and the A-E, either as a prime or subcontractor, with the same fiscal period ICR.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx 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. contract. D. 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 necessaryworkpapers. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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 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. A. 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. B. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all the provisions stipulated in this contract to be applicable to subconsultants. C. Any substitution of subconsultants must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant.

AUDIT REVIEW PROCEDURES. 5 A. Any dispute concerning a question of fact arising under an interim or post 6 audit of this the AGREEMENT that is not disposed of by agreementagreement between the parties, shall 7 be reviewed by ALAMEDA CTCthe COUNTY’s Deputy Executive Director of Finance and Administration. Auditor/Controller/Treasurer/Tax-Collector. 8 B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the 9 CONSULTANT may request a review by ALAMEDA CTCthe COUNTY’s Deputy Executive Director of Finance and Administration Auditor/Controller/Treasurer/Tax- 10 Collector of unresolved audit issues. The request for review will be submitted in writing. . 11 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COUNTY will 12 excuse the CONSULTANT from full and timely performance, in accordance with the terms 13 of this the AGREEMENT. . 14 D. The CONSULTANT and subconsultants’ contracts, including cost proposals 15 and ICRsindirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a 16 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) 17 ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal 18 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 19 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit 20 Workpaper Review it is the CONSULTANT’s responsibility to ensure federal, state, or local 21 government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENT, 22 cost proposal, and ICR shall be adjusted by the CONSULTANT and approved by ALAMEDA CTC the 23 CONTRACT ADMINISTRATOR to conform to the audit or review recommendations. The 24 CONSULTANT agrees that individual terms of costs identified in the audit report shall be 25 incorporated into the contract by this reference if directed by ALAMEDA CTC the COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, 27 or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, 1 will be considered a breach of contract terms and cause for termination of the 2 AGREEMENT and disallowance of prior reimbursed costs.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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 IOAI’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 paragraph 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 paragraph E, or if XXXX 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 F. 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 adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and,

AUDIT REVIEW PROCEDURES. 13 A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not 14 disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. 15 B. 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 16 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in 17 writing. . 18 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and 19 timely performance, in accordance with the terms of this AGREEMENTcontract. 20 D. Audit Terms and Conditions if the amount shown in Article V.N is greater than $150,000. 21 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews 22 such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper 23 review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, 24 will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the 25 instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or 26 local government officials are allowed full access to the CPA’s workpapers work papers including making copies as 27 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC 28 COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that 29 individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if 1 directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review 2 recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, 3 will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior 4 reimbursed costs. 5 The provisional ICR will apply to this contract and all other contracts executed between COUNTY and the 6 CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. 8 A. Nothing contained in this contract or otherwise, shall create any contractual relation between COUNTY and any 9 subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENTcontract. D. Audit Terms and Conditions if the amount shown in Article V.H is greater than $150,000 and less than $3,500,000. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY contract 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 by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. E. Audit Terms and Conditions if the amount shown in Article V.H is $3,500,000 or greater and if Article V.K identifies that Federal or State funds are used, in whole or in part, to fund the services performed under this contract then compliance with the auditing provisions as described below is required. If the services are not identified as funded in whole or in part with Federal or State funds then compliance with the auditing provisions of Article IX.D shall apply. 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 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 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, COUNTY 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 Xxxxxxxx is unable to issue a cognizant letter per Article IX.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 Article IX.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 Article IX.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 COUNTY 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 AGENCY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COUNTY 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 COUNTY 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 COUNTY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to COUNTY 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 COUNTY’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 COUNTY’s Contract Administrator, except that, which is expressly identified in the Compensation Plan. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by COUNTY. 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 COUNTY’s Contract Administrator prior to the start of work by the subconsultant(s).

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 agreementContract, shall be reviewed by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration. Chief Fiscal Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration Chief Fiscal Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Contract. D. Contractor and subconsultants’ contractssubcontractor Contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT 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 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 CONSULTANTContractor’s responsibility to ensure federal, stateCounty, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTContract, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC County Contract Administrator to conform to the audit or review recommendations. CONSULTANT Contractor agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Contract by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT Contractor to incorporate audit or review recommendations, or to ensure that the federal, state, County 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. E. Contractor’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 Contractor 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 Contractor 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 IOAI’s review of the ICR audit work papers created by the Contractor’s independent CPA, IOAI will work with the CPA and/or Contractor 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 Contractor 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 paragraph E.1. above, IOAI may require Contractor 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 Contractor’s and/or the independent CPA’s revisions. 3. If the Contractor fails to comply with the provisions of this paragraph 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 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 Contract. 4. Contractor may submit to County final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Contract has been completed to the satisfaction of County; and, (3) IOAI has issued its final ICR review letter. The Contractor MUST SUBMIT ITS FINAL INVOICE TO County no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Contract and all other agreements executed between County and the Contractor, either as a prime or subcontractor, with the same fiscal period ICR.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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, Part CFR 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI 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,

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, AGREEMENT shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Auditor- Controller. B. Not later than thirty (30) 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 COUNTY’S Auditor-Controller of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. CONSULTANT and subconsultants’ contractssubconsultant agreements, including Exhibit D: Cost Proposal and Rate Schedules 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, CFR Part 31 and other related laws and regulations. In the instances instance of a CPA ICR Audit Workpaper Review 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 AGREEMENT, 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, 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. 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 Project Manager 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 IOAl’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, 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 section, 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 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 adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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, Part CFR 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited 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 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. a. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. b. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . c. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC City will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. d. 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 AuditAgreement 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 AGREEMENTAgreement, 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 CONSULTANTConsultant’s responsibility to ensure federal, stateCity, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC City Contract Administrator 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 Agreement by this reference if directed by ALAMEDA CTC City at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, City 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 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 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 City 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 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, City 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: 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 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. 3. 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. 4. Consultant may submit to City 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 City; and, (3) Caltrans A&I has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO CITY 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 City and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT A-E may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT A-E from full and timely performance, in accordance with the terms of this AGREEMENTCONTRACT. CONSULTANT DocuSign Envelope ID: CC2824BD-4AD9-4E5D-80C9-08F5406525B8 D. A-E and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita CONTRACT 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANTA-E’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 necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract CONTRACT by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT A-E 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 CONTRACT terms and cause for termination of the AGREEMENT CONTRACT and disallowance of prior reimbursed costs.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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. F. During IOAI’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. G. Accepted rates will be as follows: 1. 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. 2. 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. 3. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. H. If IOAI is unable to issue a cognizant letter per paragraph F. 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. I. If the CONSULTANT fails to comply with the provisions of paragraph 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 paragraph F. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. J. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and,

AUDIT REVIEW PROCEDURES. 19 A. Any dispute concerning a question of fact arising under an interim or post audit of 20 this AGREEMENT Agreement that is not disposed of by agreementagreement between the parties, shall be reviewed 21 by ALAMEDA CTCthe COUNTY’s Deputy Executive Director of Finance and Administration. Auditor/Controller/Treasurer/Tax-Collector. 22 B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT 23 may request a review by ALAMEDA CTCthe COUNTY’s Deputy Executive Director Auditor/Controller/Treasurer/Tax-Collector of Finance and Administration of 24 unresolved audit issues. The request for review will be submitted in writing. . 25 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COUNTY will 26 excuse the CONSULTANT from full and timely performance, in accordance with the terms 27 of this AGREEMENT. Agreement. 28 D. The CONSULTANT and subconsultants’ contracts, including cost proposals and ICRs1 indirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a 2 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) 3 ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal 4 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 5 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit 6 Workpaper Review it is the CONSULTANT’s responsibility to ensure federal, state, or local 7 government officials are allowed full access to the CPA’s workpapers workpapers, including making 8 such copies as the auditor deems necessary. The AGREEMENTThis Agreement, cost proposal, and ICR shall 9 be adjusted by the CONSULTANT and approved by ALAMEDA CTC the CONTRACT ADMINISTRATOR to 10 conform to the audit or review recommendations. The CONSULTANT agrees that individual 11 terms of costs identified in the audit report shall be incorporated into the contract by this 12 reference if directed by ALAMEDA CTC the COUNTY at its sole discretion. Refusal by the CONSULTANT 13 to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or 14 local governments have access to CPA workpapers, will be considered a breach of contract 15 terms and cause for termination of this Agreement and disallowance of prior reimbursed 16 costs. 17 E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper 18 Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at 19 its sole discretion, may review and/or audit and approve the CPA ICR documentation. The 20 Cost Proposal shall be adjusted by the CONSULTANT and approved by the COUNTY 21 Contract Administrator to conform to the Work Paper Review recommendations included in 22 the management letter or audit recommendations included in the audit report. Refusal by 23 the CONSULTANT to incorporate the Work Paper Review recommendations included in 24 the management letter or audit recommendations included in the audit report will be 25 considered a breach of the Agreement terms and cause for termination of the AGREEMENT Agreement 26 and disallowance of prior reimbursed costs. 27 1. During IOAI’s review of the ICR audit work papers created by the 28 CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT 1 toward a resolution of issues that arise during the review. Each party agrees to use its best 2 efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues 3 during the review and is unable to issue a cognizant approval letter, the COUNTY will 4 reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition 5 Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing 6 Standards); CAS (Cost Accounting Standards), if applicable; in accordance with 7 procedures and guidelines of the American Association of State Highways and 8 Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and

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 agreementagreement of LOCAL AGENCY and CONSULTANT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY'S Chief Financial Officer. B. 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 authorized representative of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration itsconsideration by ALAMEDA CTC will excuse LOCAL AGENCY willexcuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. CONSULTANT and subconsultants’ Subconsultant contracts, including cost proposals and ICRsICR, may be are 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, 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 's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers 's 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 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 LOCAL AGENCY at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 California’s Department of Transportation (Caltrans) Audit 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 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 a Caltrans A&I 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: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 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 85% of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be 75% of the proposed rate. 2. 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. 3. 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. 4. 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 TOLOCAL 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 AGREEMENTsexecuted between LOCALAGENCY andthe CONSULTANT, either asa prime or Subconsultant, with thesame fiscal period ICR. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the 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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. E. 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. 1. 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: 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 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. 3. 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. 4. 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. A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants 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 the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT. B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal. C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted. D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY. E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of LOCAL AGENCY’S Finance and Administration. Director. B. 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 LOCAL AGENCY’S Finance Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx 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. . D. 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

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: 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. If IOAI is unable to issue a cognizant letter, IOAI may require CONSUL TANT 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 CONSUL TANT's and/or the independent CPA's revisions. If the CONSULTANT fails to comply with the provisions of this paragraph, or if XXXX 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.e1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. CONSUL TANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. E. 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. 1. 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: 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 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. 3. 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. 4. 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. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by agreementagreement of LOCAL AGENCY and VENDOR, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY'S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT VENDOR may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY'S authorized representative of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT VENDOR from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT . D. VENDOR and subconsultants’ Sub-contractors contracts, including cost proposals and ICRsICR, may be are 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, 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 VENDOR's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers 's work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT VENDOR and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT VENDOR 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 VENDOR 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 AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. VENDOR'S Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by California’s Department of Transportation (Caltrans) Audit 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 VENDOR and approved by the LOCAL AGENCY to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the VENDOR 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 a Caltrans A&I review of the ICR audit work papers created by the VENDOR's independent CPA, Caltrans A&I will work with the CPA and/or VENDOR 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 VENDOR 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: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 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 85% of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be 75% of the proposed rate. 2. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require VENDOR 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 VENDOR's and/or the independent CPA's revisions. 3. If the VENDOR 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. 4. VENDOR 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 VENDOR MUSTSUBMIT ITS FINALINVOICE TO LOCAL AGENCY nolater than sixty (60) calendardaysafter occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other AGREEMENTsexecutedbetween LOCALAGENCY andthe VENDOR, either asa prime or Sub-contractor, with thesame fiscal period ICR. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the 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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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 IOAI’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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and,

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 . X. Xxxxxxx 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. . D. 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, Part CFR 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

AUDIT REVIEW PROCEDURES. A. 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, agreement shall be reviewed by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Agency Chief Fiscal Officer, Community Development and Finance and Administration. , Chief Administrative Office. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration Chief Fiscal Officer of unresolved audit issues. The request for review will shall be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will COUNTY shall excuse CONSULTANT from full and timely performance, performance in accordance with the terms of this AGREEMENT. Agreement. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 AGREEMENTAgreement, cost proposal and ICR ICR, and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY’s 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 COUNTY 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 workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. E. CONSULTANT Cost Proposal may be subject to a CPA ICR Audit Work Paper Review or audit by the Independent Office of Audits and Investigation (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by CONSULTANT and approved by 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 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 a Caltrans’ review of the ICR audit work papers created by 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, COUNTY will reimburse 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. Accepted rates will be as follows: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 90% of the proposed rate. b. If the proposed rate is between 150% and 200% - the accepted rate will be 85% of the proposed rate. c. If the proposed rate is greater than 200% - the accepted 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 CONSULTANT’s and/or the independent CPA’s revisions. 3. If CONSULTANT fails to comply with the provisions of this paragraph 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 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 provisional 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) Caltrans approves 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, (3) Caltrans has issued its final ICR review letter. CONSULTANT must submit its final invoice to COUNTY no later than sixty (60) days after occurrence of the last of these items. This accepted ICR will apply to this Agreement and all other agreements executed between COUNTY and CONSULTANT with the same fiscal period ICR. The provisional ICR will apply to this Agreement and all other contracts executed between COUNTY and 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 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. 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 ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. B. 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 Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY contract 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 by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs 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 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 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, COUNTY 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 (60 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.

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, AGREEMENT shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Auditor- Controller. B. Not later than thirty (30) 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 COUNTY’S Auditor-Controller of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. CONSULTANT and subconsultants’ contractssubconsultant agreements, including Exhibit D: Cost Proposal and Rate Schedules 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, CFR Part 31 and other related laws and regulations. In the instances instance of a CPA ICR Audit Workpaper Review 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 AGREEMENT, 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, 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. 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 Project Manager 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 IOAl’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, 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 section, 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 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 adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and

AUDIT REVIEW PROCEDURES. 13 A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not 14 disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. 15 B. 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 16 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in 17 writing. . 18 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and 19 timely performance, in accordance with the terms of this AGREEMENTcontract. 20 D. Audit Terms and Conditions if the amount shown in Article V.H is greater than $150,000 and less than 21 $3,500,000. 22 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews 23 such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper 24 review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, 25 will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the 26 instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or 27 local government officials are allowed full access to the CPA’s workpapers work papers including making copies as 28 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC 29 COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that 1 individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if 2 directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review 3 recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, 4 will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior 5 reimbursed costs. 7 A. Nothing contained in this contract or otherwise, shall create any contractual relation between COUNTY and any 8 subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. this B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT 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. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Contract. D. Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper s work papers including making copies as necessary. The AGREEMENT, contract cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC County 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 County at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpapersCPS work papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. E. Consultant Cost Proposal is subject to a CPA ICR Audit Work Paper Review by dit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the Consultant and approved by the County s 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. t 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, County will reimburse the Consultant at a provisional ICR until a FAR complaint ICR {e.g. 48 CRF, part 31; XXXXX (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 rebate 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 3. If the Consultant fails to comply with the provisions of this Section E, of if Caltrans is still unable to issue a cognizant approval letter after the 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 4. Consultant may submit to County 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 County; and (3) Caltrans has issued its final ICR review letter. The Consultant MUST SUBMIT ITS FINAL INVOICE TO 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 County and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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, 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, state, 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 AGREEMENT terms and cause for termination of the contract and disallowance of prior reimbursed costs. E. CONSULTANT Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Caltrans’ 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 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. 1. During a Caltrans’ 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, 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 IOAI. Accepted rates will be as follows: a. If the proposed rate is less than one hundred and 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 and fifty percent (150%) and two hundred percent (200%) - the provisional rate will be eighty five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the provisional rate will be seventy five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA-audited ICR;

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, Part CFR 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 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 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 IOAI’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, 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 IOAI. 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 IOAI is unable to issue a cognizant letter per paragraph 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. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if XXXX 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.

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 agreementagreement of LOCAL AGENCY and VENDOR, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY'S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT VENDOR may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY'S authorized representative of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT VENDOR from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT . D. VENDOR and subconsultants’ Sub-contractors contracts, including cost proposals and ICRsICR, may be are 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, 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 VENDOR's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers 's work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT VENDOR and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT VENDOR 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 VENDOR 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 AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. VENDOR'S Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by California’s Department of Transportation (Caltrans) Audit 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 VENDOR and approved by the LOCAL AGENCY to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the VENDOR 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 a Caltrans A&I review of the ICR audit work papers created by the VENDOR's independent CPA, Caltrans A&I will work with the CPA and/or VENDOR 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 VENDOR 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: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 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 85% of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be 75% of the proposed rate. 2. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require VENDOR 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 VENDOR's and/or the independent CPA's revisions. 3. If the VENDOR 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. 4. VENDOR 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 VENDOR MUSTSUBMIT ITS FINAL INVOICE TO LOCALAGENCY nolaterthansixty (60) calendardaysafter occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other AGREEMENTs executedbetween LOCAL AGENCY andthe VENDOR, eitherasa prime or Sub-contractor, with thesame fiscal period ICR. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the 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 agreementCONTRACT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT A-E may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT A-E from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT CONTRACT. D. A-E and subconsultants’ subcontractor contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita CONTRACT 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 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 CONSULTANTA-E’s responsibility to ensure federal, stateCOUNTY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC COUNTY Contract Administrator to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract CONTRACT by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT A-E to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. E. A-E’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 A-E 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 A-E 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 Caltrans A&I’s review of the ICR audit work papers created by the A- E’s independent CPA, Caltrans A&I will work with the CPA and/or A-E 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, COUNTY will reimburse the A-E 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: 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 Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require A-E 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 A-E’s and/or the independent CPA’s revisions. 3. If the A-E 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 CONTRACT. 4. A-E may submit to COUNTY 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 CONTRACT has been completed to the satisfaction of COUNTY; and, (3) Caltrans A&I has issued its final ICR review letter. The A-E MUST SUBMIT ITS FINAL INVOICE TO COUNTY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this CONTRACT and all other agreements executed between COUNTY and the A-E, either as a prime or subcontractor, with the same fiscal period ICR.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. E. 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. 1. 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: 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 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. 3. 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. 4. 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. A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants 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 the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT. B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal. C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted. D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY. E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

AUDIT REVIEW PROCEDURES. (a) 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 TAMC’S Finance and Administration. Officer. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of XXXX’S Finance and Administration Officer of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC XXXX will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. (d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANTConsultant’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC TAMC project 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 Agreement by this reference if directed by ALAMEDA CTC XXXX at its sole discretion. Refusal by CONSULTANT 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 terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. (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 TAMC Contract Administrator to conform to the Work Paper Review recommendations included in the Local Assistance Procedures Manual Exhibit 10-R A&E Sample Contract Language Page 10 of 21 August 2016 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. i. 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, TAMC 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 Caltrans Audits and Investigations (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. ii. 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. iii. 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. Consultant may submit to TAMC 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 TAMC; and,

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCALAGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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, 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.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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 IOAI’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; XXXXX (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 paragraph 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 paragraph E, or if XXXX 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 F. 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 adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and,

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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. F. During IOAI’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. X. Accepted rates will be as follows: 1. 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. 2. 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. 3. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. H. If IOAI is unable to issue a cognizant letter per paragraph 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. I. If the CONSULTANT fails to comply with the provisions of this paragraph 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 paragraph F. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. J. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COUNTY; and,

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 agreementagreement of LOCAL AGENCY and CONSULTANT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY'S Chief Financial Officer. B. 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 authorized representative of unresolved audit issues. The request for review will be submitted in writing. . C. 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. . D. CONSULTANT and subconsultants’ Subconsultant contracts, including cost proposals and ICRsICR, may be are 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, 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 's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers 's 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 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 LOCAL AGENCY at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 California’s Department of Transportation (Caltrans) Audit 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 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 a Caltrans A&I 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: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 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 85% of the proposedrate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be 75% of the proposedrate. 2. 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. 3. 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. 4. 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 MUSTSUBMITITSFINALINVOICE TO LOCAL AGENCY nolater thansixty(60) calendardaysafter occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other AGREEMENTs executedbetween LOCAL AGENCY andthe CONSULTANT, eitherasa prime or Subconsultant, with thesame fiscal period ICR. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the 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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. . (b) 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. . (c) 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. . (d) CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and Indirect Cost Rates (“ICRs”), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, 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, state, 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 to conform to the audit or review recommendationsrecommendations and approved by ALAMEDA CTC Project Manager. 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 at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 CALTRANS’ 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 ALAMEDA CTC 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. (i) During IOAI’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, ALAMEDA CTC will reimburse the CONSULTANT at an accepted ICR until a Federal Acquisition Regulations (“FAR”) compliant ICR {e.g.,48 CFR Part 31; GAAS (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 CALTRANS. Accepted rates will be as follows: (1) If the proposed ICR is less than one hundred fifty percent (150%) (2) If the proposed ICR 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. (3) If the proposed ICR is greater than two hundred percent (200%) – (ii) If IOAI is unable to issue a cognizant letter per subparagraph (e)(i) 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. (iii) If the CONSULTANT fails to comply with the provisions of subparagraph (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 subparagraph (e)(i) above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. (iv) CONSULTANT may submit to ALAMEDA CTC a final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA- audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of ALAMEDA CTC; and,

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post post-completion audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy the COMMISSION’S Contract Manager and Executive Director of Finance and Administration. Director B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT may request a review by ALAMEDA CTC’s Deputy the COMMISSION’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. The Executive Director’s determination regarding such dispute shall be final unless the Executive Director C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COMMISSION will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. 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 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 Fee Schedule/Cost Proposal (Exhibit C) and ICR and related workpaperswork papers, 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 Review, it is CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers workpapers, including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COMMISSION Contract 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 COMMISSION at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalCOMMISSION, stateand/or Federal, State, or other local governments have access to CPA workpapers, will be considered a breach of contract AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. CONSULTANT’S Fee Schedule/Cost Proposal (Exhibit C) may be subject to a CPA ICRA Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigation (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Fee Schedule/Cost Proposal (Exhibit C) shall be adjusted by the CONSULTANT and approved by the COMMISSION Contract Manager 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 1. During IOAI’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, COMMISSION 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 paragraph 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 paragraph E, or if XXXX 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, 4. CONSULTANT may submit to COMMISSION final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COMMISSION; and (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COMMISSION 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 COMMISSION and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. . (b) 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. . (c) 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. . (d) CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and Indirect Cost Rates (“ICRs”), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, 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, state, 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 to conform to the audit or review recommendationsrecommendations and approved by ALAMEDA CTC Project Manager. 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 at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 CALTRANS’ 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 ALAMEDA CTC 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. (i) During IOAI’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, ALAMEDA CTC will reimburse the CONSULTANT at an accepted ICR until a Federal Acquisition Regulations (“FAR”) compliant ICR {e.g.,48 CFR Part 31; GAAS (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 CALTRANS. Accepted rates will be as follows: (1) If the proposed ICR is less than one hundred fifty percent (150%) (2) If the proposed ICR 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. (3) If the proposed ICR is greater than two hundred percent (200%) – (ii) If IOAI is unable to issue a cognizant letter per subparagraph (e)(i) 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. (iii) If the CONSULTANT fails to comply with the provisions of subparagraph (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 subparagraph (e)(i) above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. (iv) CONSULTANT may submit to ALAMEDA CTC a final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA- audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of ALAMEDA CTC;

AUDIT REVIEW PROCEDURES. 24 A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not 25 disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. 26 B. 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 27 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in 28 writing. . 29 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and 1 timely performance, in accordance with the terms of this AGREEMENTcontract. 2 D. Audit Terms and Conditions if the amount shown in Article V.H is greater than $150,000 and less than 3 $3,500,000. 4 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or 5 reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit 6 work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork 7 papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and 8 regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to 9 ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including 10 making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and 11 approved by ALAMEDA CTC COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT 12 agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this 13 reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or 14 review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork 15 papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and 16 disallowance of prior reimbursed costs. 17 E. Audit Terms and Conditions if the amount shown in Article V.H is $3,500,000 or greater and if Article V.K 18 identifies that Federal or State funds are used, in whole or in part, to fund the services performed under this 19 contract then compliance with the auditing provisions as described below is required. If the services are not 20 identified as funded in whole or in part with Federal or State funds then compliance with the auditing 21 provisions of Article IX.D shall apply.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENTcontract. D. Audit Terms and Conditions if the amount shown in Article V.H is greater than $150,000 and less than $3,500,000. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY contract 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 by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. E. Audit Terms and Conditions if the amount shown in Article V.H is $3,500,000 or greater and if Article V.K identifies that Federal or State funds are used, in whole or in part, to fund the services performed under this contract then compliance with the auditing provisions as described below is required. If the services are not identified as funded in whole or in part with Federal or State funds then compliance with the auditing provisions of Article IX.D shall apply. 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 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 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, COUNTY 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 Article IX.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 Article IX.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 Article IX.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 COUNTY 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 AGENCY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COUNTY 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 COUNTY 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 COUNTY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to COUNTY 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 COUNTY’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 COUNTY’s Contract Administrator, except that, which is expressly identified in the Compensation Plan. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by COUNTY. 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 COUNTY’s Contract Administrator prior to the start of work by the subconsultant(s).

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx 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 AGREEMENT. . D. 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, stateCOUNTY, 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 COUNTY 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. 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 IOAI’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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to COUNTY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 . X. Xxxxxxx 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. . D. 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. E. 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. 1. 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: 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 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. 3. 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. 4. 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. 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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. B. 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 A- Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT A- E from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Contract. D. A-E and subconsultants’ contractssubconsultant Contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita Contract 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 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, state, or local government officials are allowed full access to the CPA’s workpapers A- including making copies as necessary. The AGREEMENTContract, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC County Contract Administrator to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Contract by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT A-E to incorporate audit or review recommendations, or to ensure that the federal, state, County 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. E. A- 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 A-E 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 A-E 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. independent CPA, IOAI will work with the CPA and/or A-E 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 A-E 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 paragraph E.1. above, IOAI may require A-E 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 A- d/or 3. If the A-E fails to comply with the provisions of this paragraph 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 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 Contract. 4. A-E may submit to County final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Contract has been completed to the satisfaction of County; and,

AUDIT REVIEW PROCEDURES. A. 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 CTCthe County’s Deputy Executive Director of Finance and Administration. Chief Administrative Officer, or designee. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration Chief Administrative Officer, or designee of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the County will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Contractor and subconsultantssubcontractors’ 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 AGREEMENTAgreement, 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 CONSULTANTContractor’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 AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC the County contract manager to conform to the audit or review recommendations. CONSULTANT Contractor 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 the County at its sole discretion. Refusal by CONSULTANT Contractor 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 Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. E. Should an Audit Report or any State or County audit determine that Contractor has misspent funds and been overpaid based on the requirements of this Agreement and applicable laws and regulations, County shall demand repayment from Contractor in the amount of such audit findings and withhold any payment otherwise due under this Agreement until Contractor repays such amount. Contractor shall repay County such amount within sixty (60) days of the date of the County's demand for repayment. Should Contractor fail to repay County within sixty (60) days of the date of County's demand for repayment, the County may offset the amount due from Contractor against any amounts that would otherwise be due from the County to Contractor pursuant to this Agreement or

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. 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 Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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 AGREEMENTcontract. D. Audit Terms and Conditions if the amount shown in Article V.N is greater than $150,000. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY contract 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 by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. The provisional ICR will apply to this contract and all other contracts executed between COUNTY 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 COUNTY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to COUNTY 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 COUNTY’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 COUNTY’s Contract Administrator, except that, which is expressly identified in the Compensation Plan. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by COUNTY. 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 COUNTY’s Contract Administrator prior to the start of work by the subconsultant(s).

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph 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 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI 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,

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx 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. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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, 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. 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 ten (10) 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).

AUDIT REVIEW PROCEDURES. A. 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 Administration. the Humboldt County Auditor-Controller. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request submit a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The written request for review will be submitted in writing. of unresolved issues to the Humboldt County Auditor-Controller. C. 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 and conditions of this AGREEMENT. CONSULTANT Agreement. D. This Agreement, and subconsultants’ contractsany subcontracts related hereto, including including, without limitation, cost proposals and ICRsICR, may be subject to audits or reviews such as, but not limited to, an AGREEMENT Auditagreement audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, audit or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit 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, CFR 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 federalaudit work paper review, stateCONSULTANT shall be responsible for ensuring that any and all duly authorized local, or local state and federal government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTagreement, cost proposal, proposal and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY’s 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY or local governments have access to CPA workpaperswork papers, will be considered a breach of contract the terms and conditions of this Agreement, and will be cause for termination of the AGREEMENT 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 Investigation (“IOAI”). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by CONSULTANT and approved by COUNTY’s 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 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 terms and conditions of this Agreement, and will be cause for termination of this Agreement and disallowance of prior reimbursed costs. 1. During XXXX’s review of the ICR audit work papers created by 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 CONSULTANT at an accepted ICR until a Federal Acquisition Regulation compliant ICR [e.g. 48 CFR Part 31; Generally Accepted Auditing Standards; Cost Accounting Standards, if applicable; in accordance with the 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 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 subsection E(1) of this article, 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 CONSULTANT’s and/or the independent CPA’s revisions. 3. If CONSULTANT fails to comply with the requirements set forth herein, 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 as set forth in subsection E(1) of this article for all rendered services. In this event, the accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. 4. CONSULTANT may submit a final invoice to COUNTY only when all of the following items have occurred: IOAI accepts or adjusts the original or revised independent CPA audited ICR; all work under this Agreement has been completed to the satisfaction of COUNTY; and IOAI has issued its final ICR review letter. CONSULTANT must submit its final invoice to COUNTY 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 COUNTY and CONSULTANT, either as a prime or subcontractor, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. A. 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 Administration. Chief Administrative Officer, or designee. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCounty’s Deputy Executive Director of Finance and Administration Chief Administrative Officer, or designee of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Contractor and subconsultantssubcontractors’ 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 AGREEMENTAgreement, 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 CONSULTANTContractor’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 AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC County’s contract manager to conform to the audit or review recommendations. CONSULTANT Contractor 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 County at its sole discretion. Refusal by CONSULTANT Contractor 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 Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. E. Should an Audit Report or any State or County audit determine Contractor has misspent funds and been overpaid based on the requirements of this Agreement and applicable laws and regulations, County shall demand repayment from Contractor in the amount of such audit findings and withhold any payment otherwise due under this Agreement until Contractor repays such amount. Contractor shall repay County such amount within sixty (60) days of the date of County's demand for repayment. Should Contractor fail to repay County within sixty (60) days of the date of County's demand for repayment, County may offset the amount due from Contractor against any amounts that would otherwise be due from County to Contractor pursuant to this Agreement or any other agreement or source.

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. LOCAL AGENCY’S Chief Financial Officer. 5.16.1 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . 5.16.2 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. contract. 5.16.3 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 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, 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. 5.16.4 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. 5.16.4.1 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 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. 5.16.4.2 If Caltrans is unable to issue a cognizant letter per section

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 . X. Xxxxxxx 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. . D. 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. 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 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. 1. During IOAI’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, 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 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

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.

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 agreementCONTRACT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT A-E may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither . X. Xxxxxxx the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT A-E from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT CONTRACT. D. A-E and subconsultants’ subcontractor contracts, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita CONTRACT 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 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 CONSULTANTA-E’s responsibility to ensure federal, stateCOUNTY, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTCONTRACT, cost proposal, and ICR shall be adjusted by CONSULTANT A-E and approved by ALAMEDA CTC COUNTY Contract Administrator to conform to the audit or review recommendations. CONSULTANT A-E agrees that individual terms of costs identified in the audit report shall be incorporated into the contract CONTRACT by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT A-E to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY 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. E. A-E’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 A-E 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 A-E 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 Caltrans A&I’s review of the ICR audit work papers created by the A- E’s independent CPA, Caltrans A&I will work with the CPA and/or A-E 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, COUNTY will reimburse the A-E 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: 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 Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require A-E 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 A-E’s and/or the independent CPA’s revisions. 3. If the A-E 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 CONTRACT. 4. A-E may submit to COUNTY 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 CONTRACT has been completed to the satisfaction of COUNTY; and, (3) Caltrans A&I has issued its final ICR review letter. The A-E MUST SUBMIT ITS FINAL INVOICE TO COUNTY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this CONTRACT and all other agreements executed between COUNTY and the A-E, either as a prime or subcontractor, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. A. 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 Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. 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. Agreement. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract 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 LOCAL AGENCY at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. A. Nothing contained in this Agreement 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 Agreement 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 ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement 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).

AUDIT REVIEW PROCEDURES. A. 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 Administration. the Humboldt County Auditor-Controller. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request submit a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The written request for review will be submitted in writing. Neither of unresolved issues to the Humboldt County Auditor-Controller. X. Xxxxxxx 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 and conditions of this AGREEMENT. CONSULTANT Agreement. D. This Agreement, and subconsultants’ contractsany subcontracts related hereto, including including, without limitation, cost proposals and ICRsICR, may be subject to audits or reviews such as, but not limited to, an AGREEMENT Auditagreement audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, audit or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit 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, CFR 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 federalaudit work paper review, stateCONSULTANT shall be responsible for ensuring that any and all duly authorized local, or local state and federal government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTagreement, cost proposal, proposal and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COUNTY’s 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 COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, COUNTY or local governments have access to CPA workpaperswork papers, will be considered a breach of contract the terms and conditions of this Agreement, and will be cause for termination of the AGREEMENT 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 Investigation (“IOAI”). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by CONSULTANT and approved by COUNTY’s 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 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 terms and conditions of this Agreement, and will be cause for termination of this Agreement and disallowance of prior reimbursed costs. 1. During XXXX’s review of the ICR audit work papers created by 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 CONSULTANT at an accepted ICR until a Federal Acquisition Regulation compliant ICR [e.g. 48 CFR Part 31; Generally Accepted Auditing Standards; Cost Accounting Standards, if applicable; in accordance with the 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 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 subsection E(1) of this article, 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 CONSULTANT’s and/or the independent CPA’s revisions. 3. If CONSULTANT fails to comply with the requirements set forth herein, 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 as set forth in subsection E(1) of this article for all rendered services. In this event, the accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. 4. CONSULTANT may submit a final invoice to COUNTY only when all of the following items have occurred: IOAI accepts or adjusts the original or revised independent CPA audited ICR; all work under this Agreement has been completed to the satisfaction of COUNTY; and IOAI has issued its final ICR review letter. CONSULTANT must submit its final invoice to COUNTY 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 COUNTY and CONSULTANT, either as a prime or subcontractor, with the same fiscal period ICR. 5. COUNTY and CONSULTANT hereby agree to fix the ICR for the period of time set forth in Article IV – Period of Performance of this Agreement. If the term of this Agreement is extended by a duly executed amendment hereto, COUNTY and CONSULTANT may adjust the ICR to the current IOAI approved ICR.

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 ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. . (b) Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA XXXXXXX CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA XXXXXXX CTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. (d) CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsIndirect Cost Rate (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC contract 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 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 federal, 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) 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 ALAMEDA CTC 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. (i) 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, ALAMEDA CTC will reimburse the CONSULTANT at a provisional ICR until a Federal Acquisition Regulations System compliant ICR {e.g.,48 CFR, part 31; GAAS (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 CALTRANS. Provisional rates will be as follows: (1) If the proposed ICR is less than 150% – the provisional rate reimbursed will be 90% of the proposed rate. (2) If the proposed ICR is between 150% and 200% – the provisional rate will be 85% of the proposed rate. (3) If the proposed ICR is greater than 200% – the provisional rate will (ii) If CALTRANS is unable to issue a cognizant letter per paragraph (e)(i) 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. (iii) If the CONSULTANT fails to comply with the provisions of subparagraph (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)(i) above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this contract. (iv) CONSULTANT may submit to ALAMEDA CTC a 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 ALAMEDA CTC; and, (3) CALTRANS has issued its final ICR review letter. The CONSULTANT must submit its final invoice to ALAMEDA CTC no later than sixty (60) calendar days after occurrence of the last of these items. The provisional ICR will apply to this contract and all other contracts executed between ALAMEDA CTC and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. The following replaces Article III, Section A, Paragraph 20(d) (Subconsultants) for Federal contracts:

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post post-completion audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy the COMMISSION’S Contract Manager and Executive Director of Finance and Administration. Director B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT may request a review by ALAMEDA CTC’s Deputy the COMMISSION’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. The Executive Director’s determination regarding such dispute shall be final unless the Executive Director determines, in its sole discretion, that the dispute shall be determined by the Board of the RTC COMMISSION. C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COMMISSION will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. 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 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 Fee Schedule/Cost Proposal (Exhibit C) and ICR and related workpaperswork papers, 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 Review, it is CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers workpapers, including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COMMISSION Contract 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 COMMISSION at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalCOMMISSION, stateand/or Federal, State, or other local governments have access to CPA workpapers, will be considered a breach of contract AGREEMENTCONTRACT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. CONSULTANT’S Fee Schedule/Cost Proposal (Exhibit C) may be subject to a CPA ICRA Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigation (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Fee Schedule/Cost Proposal (Exhibit C) shall be adjusted by the CONSULTANT and approved by the COMMISSION Contract Manager to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Regular 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 IOAI’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, COMMISSION 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 paragraph 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 paragraph E, or if XXXX 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. 4. CONSULTANT may submit to COMMISSION final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COMMISSION; and (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COMMISSION 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 COMMISSION and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. A. 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 Administration. County. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration County of unresolved audit issues. The request for review will must be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Consultant and subconsultants’ subconsultant 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 Audita contract 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 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 CONSULTANTConsultant’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC County 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 Agreement by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT 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 terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. 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 Consultant and approved by County 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 a Caltrans’ review of the ICR audit work papers created by 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, County will reimburse Consultant at a provisional ICR until a Federal Acquisition Regulation (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 (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by A&I. Accepted 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 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: (a) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (b) all work under this Agreement has been completed to the satisfaction of County; and, (c) Caltrans has issued its final ICR review letter. Consultant must submit its final invoice to County no later than 60 days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all other contracts executed between County and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR.

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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 . X. Xxxxxxx 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. . D. 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. E. 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. 1. 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; XXXXX (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: 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 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. 3. 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. 4. 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. 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 ALAMEDA CTC’s Deputy STA’S Executive Director of Finance and Administration. Director. B. 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 STA’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC STA will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract 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 and ICR and related workpaperswork papers, 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 audit work paper review it is CONSULTANT’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 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC STA contract 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 by this reference if directed by ALAMEDA CTC STA at its sole discretion. Refusal by 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 terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. 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 STA 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, STA 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 (60 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 STA 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 STA 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 STA and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to STA 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 STA’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 STA’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by STA. D. Any subcontract in excess of $25,000 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 STA’s Contract Administrator prior to the start of work by the subconsultant(s).

AUDIT REVIEW PROCEDURES. 25 A. Any dispute concerning a question of fact arising under an interim or post audit 26 of this the AGREEMENT that is not disposed of by agreementagreement between the parties, shall be 27 reviewed by ALAMEDA CTCthe COUNTY’s Deputy Executive Director of Finance and Administration. Auditor/Controller/Treasurer/Tax-Collector. 28 B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT 1 may request a review by ALAMEDA CTCthe COUNTY’s Deputy Executive Director Auditor/Controller/Treasurer/Tax-Collector of Finance and Administration of 2 unresolved audit issues. The request for review will be submitted in writing. . 3 C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COUNTY will 4 excuse the CONSULTANT from full and timely performance, in accordance with the terms 5 of this the AGREEMENT. . 6 D. The CONSULTANT and subconsultants’ contracts, including cost proposals and ICRs7 indirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a 8 Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) 9 ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal 10 and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 11 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit 12 Workpaper Review it is the CONSULTANT’s responsibility to ensure federal, state, or local 13 government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENT, 14 cost proposal, and ICR shall be adjusted by the CONSULTANT and approved by ALAMEDA CTC the 15 CONTRACT ADMINISTRATOR to conform to the audit or review recommendations. The 16 CONSULTANT agrees that individual terms of costs identified in the audit report shall be 17 incorporated into the contract by this reference if directed by ALAMEDA CTC the COUNTY at its sole 18 discretion. Refusal by the CONSULTANT to incorporate audit or review recommendations, 19 or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, 20 will be considered a breach of contract terms and cause for termination of the 21 AGREEMENT and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post post-completion audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy the COMMISSION’S Contract Manager and Executive Director of Finance and Administration. Director B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, the CONSULTANT may request a review by ALAMEDA CTC’s Deputy the COMMISSION’S Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. The Executive Director’s determination regarding such dispute shall be final unless the Executive Director determines, in its sole discretion, that the dispute shall be determined by the Board of the COMMISSION. C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the COMMISSION will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. 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 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 Fee Schedule/Cost Proposal (Exhibit C) and ICR and related workpaperswork papers, 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 Review, it is CONSULTANT’s ’S responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers workpapers, including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC COMMISSION Contract 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 COMMISSION at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalCOMMISSION, stateand/or Federal, State, or other local governments have access to CPA workpapers, will be considered a breach of contract AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. E. CONSULTANT’S Fee Schedule/Cost Proposal (Exhibit C) may be subject to a CPA ICRA Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigation (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Fee Schedule/Cost Proposal (Exhibit C) shall be adjusted by the CONSULTANT and approved by the COMMISSION Contract Manager to conform to the Work Paper Review recommendations included in the management letter or audit 1. During IOAI’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, COMMISSION 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 paragraph 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 paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, 4. CONSULTANT may submit to COMMISSION final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of COMMISSION; and (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO COMMISSION 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 COMMISSION and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

AUDIT REVIEW PROCEDURES. 13 A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not 14 disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. COUNTY’S Chief Financial Officer. 15 B. 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 16 COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in 17 writing. Neither . 18 X. Xxxxxxx the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT from full and 19 timely performance, in accordance with the terms of this AGREEMENTcontract. 20 D. Audit Terms and Conditions if the amount shown in Article V.N is greater than $150,000. 21 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews 22 such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper 23 review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, 24 will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the 25 instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or 26 local government officials are allowed full access to the CPA’s workpapers work papers including making copies as 27 necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC 28 COUNTY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that 29 individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if 1 directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review 2 recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, 3 will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior 4 reimbursed costs. 5 The provisional ICR will apply to this contract and all other contracts executed between COUNTY and the 6 CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. 8 A. Nothing contained in this contract or otherwise, shall create any contractual relation between COUNTY and any 9 subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations

AUDIT REVIEW PROCEDURES. a. 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 CTCthe City’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. b. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCthe City’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will shall be submitted in writing. . c. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the City will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. d. Consultant and subconsultants’ contractssub-consultant agreements, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Auditagreement 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 AGREEMENTagreement, 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 CONSULTANTConsultant’s responsibility to ensure federal, stateCity, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTagreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC City Contract Administrator 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 agreement by this reference if directed by ALAMEDA CTC City at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, City 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 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 City 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 IOAI’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, City 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 subsection 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 subsection 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 subsection 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 City final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of City; and,

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 agreementAGREEMENT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. 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. . C. 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. . D. 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. E. 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. 1. 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: 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 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. 3. 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. 4. 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. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by agreementagreement of LOCAL AGENCY and CONSULTANT, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY'S Chief Financial Officer. B. 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 authorized representative of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will excuse LOCAL AGENCY willexcuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . D. CONSULTANT and subconsultants’ Subconsultant contracts, including cost proposals and ICRsICR, may be are 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, 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 's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers 's 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 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 LOCAL AGENCY at its sole discretion. Refusal by 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 AGREEMENT terms and cause for termination of the 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 California’s Department of Transportation (Caltrans) Audit 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 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 a Caltrans A&I 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 untila 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: a. If the proposed rate is less than 150% - the accepted rate reimbursed will be 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 85% of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be 75% of the proposedrate. 2. 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. 3. 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 provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. 4. 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 INVOICETOLOCAL AGENCY no laterthan sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other AGREEMENTs executedbetween LOCAL AGENCY andthe CONSULTANT, eitherasaprime or Subconsultant, with thesame fiscal period ICR. The ICR period shall extend beyond the one-year period and shall be fixed for the life of the contract.