Common use of AUDIT REVIEW PROCEDURES Clause in Contracts

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 C/CAG’s Finance Department. b. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant may request a review by C/CAG’s Finance 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 C/CAG will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. Consultant and subconsultant Agreements, including cost proposals and Indirect Cost Rates (ICR), 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 CPA ICR audit work paper review. If selected for audit or review, the Agreement, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAG, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG 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 Agreement by this reference if directed by C/CAG at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG or local governments have access to CPA work papers, will be considered a breach of Agreement 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 C/CAGALAMEDA CTC’s Deputy Executive Director of Finance Department. b. and Administration. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAGALAMEDA CTC’s Deputy Executive Director of Finance Department 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 C/CAG ALAMEDA CTC will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. d. Consultant AGREEMENT. CONSULTANT and subconsultant Agreementssubconsultants’ contracts, including cost proposals and Indirect Cost Rates (ICR)ICRs, 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 CPA certified public accountant (“CPA”) ICR audit work paper reviewAudit Workpaper Review. If selected for audit or review, the AgreementAGREEMENT, cost proposal and ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review Audit Workpaper Review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers workpapers including making copies as necessary. The AgreementAGREEMENT, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator ALAMEDA CTC 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 Agreement contract by this reference if directed by C/CAG ALAMEDA CTC at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state, or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement AGREEMENT and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. (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 Agreementagreement, shall be reviewed by C/CAGCity’s Finance DepartmentChief Financial Officer. b. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant Contractor may request a review by C/CAGCity’s Finance Department Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. (c) Neither the pendency of a dispute nor its consideration by C/CAG City will excuse Consultant Contractor from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant (d) Contractor and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect Cost Rates indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantContractor’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant Contractor and approved by C/CAG Contract Administrator 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 Agreement contract by this reference if directed by C/CAG City at its sole discretion. Refusal by Consultant Contractor to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. (1) 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 C/CAGPCTPA’s Finance DepartmentChief Executive Officer. b. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant Contractor may request a review by C/CAGPCTPA’s Finance Department Chief Executive Officer of unresolved audit issues. The Contractor’s request for review will be submitted in writing. c. (3) Neither the pendency of a dispute nor its consideration by C/CAG PCTPA will excuse Consultant Contractor from full and timely performance, performance in accordance with the terms of this Agreement. d. Consultant (4) Contractor and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect 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 CPA ICR audit work paper workpaper review. If selected for audit or review, the Agreement, cost proposal and proposal, ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantContractor’s responsibility to ensure federalFederal, C/CAGState, or local government officials are allowed full access to the CPA’s work papers workpapers including making copies as necessary. The Agreement, cost proposalCost Proposal, and ICR shall be adjusted by Consultant Contractor and approved by C/CAG Contract Administrator PCTPA 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 Agreement by this reference if directed by C/CAG PCTPA at its sole discretion. Refusal by Consultant Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. 29.1 Any dispute concerning a question of fact arising under an interim or post audit of this the Agreement that is not disposed of by Agreementagreement, shall Shall be reviewed by C/CAGthe County’s Finance DepartmentAuditor. b. 29.2 Not later than thirty (30) calendar 30 days after the issuance of the final audit report, Consultant may request a review by C/CAGthe County’s Finance Department Auditor of unresolved audit issues. The request for review will be submitted in writing. c. 29.3 Neither the pendency of a dispute nor its consideration by C/CAG County will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. 29.4 Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect Cost Rates (ICR), may be are subject to audits or reviews audit and reviews, such as, but not limited to, an Agreement a contract audit, an incurred cost audit, an ICR Auditaudit, or a CPA ICR audit work paper review. If selected for an audit or review, the Agreementcontract, cost proposal proposal, and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR DFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator 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 in the Agreement contract by this reference if directed by C/CAG County at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state, or local governments have access to CPA work papers, will be considered a breach of Agreement 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 Agreement, shall be reviewed by C/CAG’s Finance Department. b. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant may request a review by C/CAG’s Finance Department CAG of unresolved audit issues. The request for review will be submitted in writing. c. Neither the pendency of a dispute nor its consideration by C/CAG will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. Consultant and subconsultant Agreements, including cost proposals and Indirect Cost Rates (ICR), 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 CPA ICR audit work paper review. If selected for audit or review, the Agreement, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAG, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG 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 Agreement by this reference if directed by C/CAG at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG or local governments have access to CPA work papers, will be considered a breach of Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 C/CAG’s Finance DepartmentCOUNTY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant A-E may request a review by C/CAG’s Finance Department COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG COUNTY will excuse Consultant A-E from full and timely performance, in accordance with the terms of this AgreementCONTRACT. d. Consultant D. A-E and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an Agreement a DocuSign Envelope ID: 1535395A-F40E-43D3-8750-630750041B2F CONTRACT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AgreementCONTRACT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantA-E’s responsibility to ensure federal, C/CAGCOUNTY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AgreementCONTRACT, cost proposal, and ICR shall be adjusted by Consultant A-E and approved by C/CAG 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 Agreement CONTRACT by this reference if directed by C/CAG COUNTY at its sole discretion. Refusal by Consultant A-E to incorporate audit or review recommendations, or to ensure that the federal, C/CAG COUNTY or local governments have access to CPA work papers, will be considered a breach of Agreement 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. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentCOUNTY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG COUNTY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator 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 Agreement contract by this reference if directed by C/CAG COUNTY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 14.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement contract that is not disposed of by Agreementagreement, shall be reviewed by C/CAGthe Commission’s Finance DepartmentRepresentative. b. 14.2 Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant may request a review by C/CAGthe Commission’s Finance Department Representative of unresolved audit issues. The request for review will be submitted in writing. c. 14.3 Neither the pendency of a dispute nor its consideration by C/CAG the Commission will excuse Consultant from full and timely performance, in accordance with the terms of this Agreementcontract. d. 14.4 Consultant and subconsultant Agreementssubconsultants’ contracts, including cost proposals and Indirect Cost Rates indirect 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 CPA certified public accountant (CPA) ICR audit work paper reviewAudit Workpaper Review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review Audit Workpaper Review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessaryworkpapers. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator the 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 Agreement contract by this reference if directed by C/CAG the Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State, or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement 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 C/CAG’s Finance Department. b. the SANDAG Department Director of Finance. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant a consultant may request a review by C/CAG’s the SANDAG Department Director of Finance Department of unresolved audit issues. The request for review will be submitted in writing. c. . Neither the pendency of a dispute nor not its consideration by C/CAG XXXXXX will excuse Consultant a consultant from full and timely performance, in accordance with the terms of this Agreement. d. . Consultant and subconsultant Agreementssubconsultants’ contracts, including cost proposals and Indirect Cost Rates (ICR), may be are subject to audits or reviews review such as, but not limited to, an Agreement audita Contract Audit, an incurred cost auditand Incurred Cost Audit, an and ICR Audit, or a CPA Certified Public Accountant (CPA) ICR audit work paper reviewAudit Workpaper Review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, workpapers if applicable, will be reviewed to verify compliance with 48 CFR Part 31 31, 2 CFR 200, and other related laws and regulations. In the instances of a CPA ICR audit work paper review Audit Workpaper Review, it is Consultant’s the consultant responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessaryworkpapers. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant the consultant and approved by C/CAG Contract Administrator SANDAG 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 Agreement contract by this reference if directed by C/CAG XXXXXX at its sole discretion. Refusal by Consultant a consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State, or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the this Agreement or other applicable contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. Neither X. Xxxxxxx the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. (1) 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 C/CAGSACOG’s Finance DepartmentExecutive Director. b. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant Contractor may request a review by C/CAGSACOG’s Finance Department Executive Director of unresolved audit issues. The Contractor’s request for review will be submitted in writing. c. (3) Neither the pendency of a dispute nor its consideration by C/CAG SACOG will excuse Consultant Contractor from full and timely performance, performance in accordance with the terms of this Agreement. d. Consultant (4) Contractor and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect 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 CPA ICR audit work paper workpaper review. If selected for audit or review, the Agreement, cost proposal and proposal, ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantContractor’s responsibility to ensure federalFederal, C/CAGState, or local government officials are allowed full access to the CPA’s work papers workpapers including making copies as necessary. The Agreement, cost proposalCost Proposal, and ICR shall be adjusted by Consultant Contractor and approved by C/CAG Contract Administrator SACOG 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 Agreement by this reference if directed by C/CAG SACOG at its sole discretion. Refusal by Consultant Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. A. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreement, shall be reviewed by C/CAG’s Finance DepartmentVCTC’S Chief Financial Officer. b. B. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant may request a review by C/CAG’s Finance Department VCTC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG VCTC will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. D. Consultant and subconsultant AgreementsSubconsultant Agreement’s, including cost proposals and Indirect Cost Rates (ICR), 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 CPA ICR audit work paper review. If selected for audit or review, the Agreement, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGVCTC, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG 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 Agreement by this reference if directed by C/CAG VCTC at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG VCTC or local governments have access to CPA work papers, will be considered a breach of 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 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 Agreementagreement, shall be reviewed by C/CAGAUTHORITY’s Finance Department. b. Chief Financial Officer. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant may request a review by C/CAGAUTHORITY’s Finance Department 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 C/CAG AUTHORITY will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. contract. Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator City’s 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 Agreement contract by this reference if directed by C/CAG City, at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement contract and disallowance of prior reimbursed costs. For contracts of $3,500,000 or greater, the following shall apply: E. CONSULTANT Cost Proposal is subject to a CPA ICR Audit Work Paper Review by Caltrans’ Audit and Investigation (Caltrans). Caltrans, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the contract terms and cause for termination of the contract and disallowance of prior reimbursed costs. 1. During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent CPA, Caltrans will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at a provisional ICR until a FAR compliant ICR {e.g. 48 CFR, part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I. Provisional rates will be as follows: a. If the proposed rate is less than 150% - the provisional rate reimbursed will be 90% of the proposed rate. b. If the proposed rate is between 150% and 200% - the provisional rate will be 85% of the proposed rate. c. If the proposed rate is greater than 200% - the provisional rate will be 75% of the proposed rate. 2. If Caltrans is unable to issue a cognizant letter per paragraph E.1. above, Caltrans may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. 3. If the CONSULTANT fails to comply with the provisions of this Section E, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA-audited ICR is submitted, overhead cost reimbursement will be limited to the provisional ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this contract. 4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (2) all work under this contract has been completed to the satisfaction of LOCAL GAENCY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICETO local agency no later than 60 days after occurrence of the last of these items. The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within fifteen (15) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s).

AUDIT REVIEW PROCEDURES. a. A. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentCLIENT’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department CLIENT’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG CLIENT will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. d. Consultant D. CONSULTANT and subconsultant Agreementssubconsultants’ contracts, including cost proposals and Indirect Cost Rates indirect 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 CPA certified public accountant (CPA) ICR audit work paper reviewAudit Workpaper Review. If selected for audit or review, the Agreement, cost proposal and ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review Audit Workpaper Review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessaryworkpapers. The Agreement, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator CLIENT 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 Agreement by this reference if directed by C/CAG CLIENT at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State, or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 C/CAG’s Finance DepartmentCOUNTY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant A-E may request a review by C/CAG’s Finance Department COUNTY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG COUNTY will excuse Consultant A-E from full and timely performance, in accordance with the terms of this AgreementCONTRACT. d. Consultant D. A-E and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an Agreement a DocuSign Envelope ID: C9D22EE7-C30C-4990-A8FE-82CB589D74A3 CONTRACT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AgreementCONTRACT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantA-E’s responsibility to ensure federal, C/CAGCOUNTY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AgreementCONTRACT, cost proposal, and ICR shall be adjusted by Consultant A-E and approved by C/CAG 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 Agreement CONTRACT by this reference if directed by C/CAG COUNTY at its sole discretion. Refusal by Consultant A-E to incorporate audit or review recommendations, or to ensure that the federal, C/CAG COUNTY or local governments have access to CPA work papers, will be considered a breach of Agreement 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. 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 C/CAG’s Finance DepartmentTAMC’S Chief Financial Officer. b. b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant may request a review by C/CAG’s Finance Department TAMC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. c) Neither the pendency of a dispute nor its consideration by C/CAG TAMC will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement.. (The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater) d. d) Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator TAMC 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 Agreement by this reference if directed by C/CAG TAMC at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. (An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.)

AUDIT REVIEW PROCEDURES. a. (a) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s TAMC’S Finance DepartmentOfficer. b. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant may request a review by C/CAG’s XXXX’S Finance Department Officer of unresolved audit issues. The request for review will be submitted in writing. c. (c) Neither the pendency of a dispute nor its consideration by C/CAG XXXX will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement.. [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] d. (d) Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator TAMC 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 Agreement by this reference if directed by C/CAG XXXX at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. [An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.]

AUDIT REVIEW PROCEDURES. a. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. 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 C/CAGCOUNTY’s Finance DepartmentAuditor-Controller. b. B. Not later than thirty (30) calendar days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAGCOUNTY’s Finance Department Auditor-Controller of unresolved audit issues. The request for review will be submitted in writing. c. Neither X. Xxxxxxx the pendency of a dispute nor its consideration by C/CAG COUNTY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator 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 Agreement by this reference if directed by C/CAG COUNTY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. A. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the 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 contract that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCAL AGENCY’S Chief Financial Officer. b. 5.16.1 Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. 5.16.2 Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant 5.16.3 CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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 C/CAG’s Finance Department. b. the SANDAG Department Director of Finance. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant a consultant may request a review by C/CAG’s the SANDAG Department Director of Finance Department of unresolved audit issues. The request for review will be submitted in writing. c. . Neither the pendency of a dispute nor not its consideration by C/CAG SANDAG will excuse Consultant a consultant from full and timely performance, in accordance with the terms of this Agreement. d. . Consultant and subconsultant Agreementssubconsultants’ contracts, including cost proposals and Indirect Cost Rates (ICR), may be are subject to audits or reviews review such as, but not limited to, an Agreement audita Contract Audit, an incurred cost auditand Incurred Cost Audit, an and ICR Audit, or a CPA Certified Public Accountant (CPA) ICR audit work paper reviewAudit Workpaper Review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, workpapers if applicable, will be reviewed to verify compliance with 48 CFR Part 31 31, 2 CFR 200, and other related laws and regulations. In the instances of a CPA ICR audit work paper review Audit Workpaper Review, it is Consultant’s the consultant responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessaryworkpapers. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant the consultant and approved by C/CAG Contract Administrator SANDAG 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 Agreement contract by this reference if directed by C/CAG SANDAG at its sole discretion. Refusal by Consultant a consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State, or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the this Agreement or other applicable contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. (a) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s TAMC’S Finance DepartmentOfficer. b. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant may request a review by C/CAG’s TAMC’S Finance Department Officer of unresolved audit issues. The request for review will be submitted in writing. c. (c) Neither the pendency of a dispute nor its consideration by C/CAG TAMC will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement.. [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] d. (d) Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator TAMC 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 Agreement by this reference if directed by C/CAG TAMC at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. [An additional AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater; confer with legal counsel for language.]

AUDIT REVIEW PROCEDURES. a. (a) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by Agreementagreement, shall be reviewed by C/CAG’s TAMC’S Finance DepartmentOfficer. b. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant may request a review by C/CAG’s TAMC’S Finance Department Officer of unresolved audit issues. The request for review will be submitted in writing. c. (c) Neither the pendency of a dispute nor its consideration by C/CAG TAMC will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. d. (d) Consultant and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant and approved by C/CAG Contract Administrator TAMC 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 Agreement by this reference if directed by C/CAG TAMC at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. 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 Agreementagreement, shall be reviewed by C/CAG’s Finance DepartmentLOCALAGENCY’S Chief Financial Officer. b. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant CONSULTANT may request a review by C/CAG’s Finance Department LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. c. C. Neither the pendency of a dispute nor its consideration by C/CAG LOCAL AGENCY will excuse Consultant CONSULTANT from full and timely performance, in accordance with the terms of this Agreementcontract. d. Consultant D. CONSULTANT and subconsultant Agreementscontracts, including cost proposals and Indirect 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 CPA ICR audit work paper review. If selected for audit or review, the Agreementcontract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantCONSULTANT’s responsibility to ensure federal, C/CAGstate, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreementcontract, cost proposal, and ICR shall be adjusted by Consultant CONSULTANT and approved by C/CAG Contract Administrator LOCAL AGENCY 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 Agreement contract by this reference if directed by C/CAG LOCAL AGENCY at its sole discretion. Refusal by Consultant CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, C/CAG state or local governments have access to CPA work papers, will be considered a breach of Agreement 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. (1) 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 C/CAGSACOG’s Finance DepartmentExecutive Director. b. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, Consultant Contractor may request a review by C/CAGSACOG’s Finance Department Executive Director of unresolved audit issues. The Contractor’s request for review will be submitted in writing. c. (3) Neither the pendency of a dispute nor its consideration by C/CAG SACOG will excuse Consultant Contractor from full and timely performance, performance in accordance with the terms of this Agreement.. SAMPLE d. Consultant (4) Contractor and subconsultant Agreementssubcontractor contracts, including cost proposals and Indirect 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 CPA ICR audit work paper workpaper review. If selected for audit or review, the Agreement, cost proposal and proposal, ICR and related work papersworkpapers, if applicable, will be reviewed to verify compliance with 48 CFR CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is ConsultantContractor’s responsibility to ensure federalFederal, C/CAGState, or local government officials are allowed full access to the CPA’s work papers workpapers including making copies as necessary. The Agreement, cost proposalCost Proposal, and ICR shall be adjusted by Consultant Contractor and approved by C/CAG Contract Administrator SACOG 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 Agreement by this reference if directed by C/CAG SACOG at its sole discretion. Refusal by Consultant Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, C/CAG State or local governments have access to CPA work papersworkpapers, will be considered a breach of Agreement contract terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.