Common use of AUDIT REVIEW PROCEDURES Clause in Contracts

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

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

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s).

AUDIT REVIEW PROCEDURES. (a) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCCity’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC City will excuse CONSULTANT Contractor from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT contract. (d) Contractor and subconsultants’ subcontractor contracts, including cost proposals and ICRsindirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTContractor’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC City contract manager to conform to the audit or review recommendations. CONSULTANT Contractor agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC City at its sole discretion. Refusal by CONSULTANT Contractor to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. (e) Contractor’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the Contractor and approved by the City Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the Contractor to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the agreement terms and cause for termination of the agreement and disallowance of prior reimbursed costs. 1. During IOAI’s review of the ICR audit work papers created by the Contractor’s independent CPA, IOAI will work with the CPA and/or Contractor toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, City will reimburse the Contractor at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI. Accepted rates will be as follows: a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require Contractor to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. XXXX will then have up to six (6) months to review the Contractor’s and/or the independent CPA’s revisions. 3. If the Contractor fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this agreement. 4. Contractor may submit to City final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this agreement has been completed to the satisfaction of City; and,

AUDIT REVIEW PROCEDURES. (1) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCPCTPA’s Deputy Chief Executive Director of Finance and Administration. Officer. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCPCTPA’s Deputy Chief Executive Director of Finance and Administration Officer of unresolved audit issues. The Contractor’s request for review will be submitted in writing. . (3) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC PCTPA will excuse CONSULTANT Contractor from full and timely performance, performance in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. (4) Contractor and subconsultants’ subcontractor contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit workpaper review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and proposal, ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTContractor’s responsibility to ensure federalFederal, stateState, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENTAgreement, cost proposalCost Proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC 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 contract Agreement by this reference if directed by ALAMEDA CTC PCTPA at its sole discretion. Refusal by CONSULTANT Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, state, State or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. a. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. C/CAG. b. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration C/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 ALAMEDA CTC C/CAG will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. d. Consultant and subconsultants’ contractssubconsultant Agreements, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT AuditAgreement audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, stateC/CAG, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC C/CAG Contract Administrator to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC C/CAG at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, C/CAG or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. (a) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. . (b) Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. . (d) CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and Indirect Cost Rates (“ICRs”), may be subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant Certified Public Accountant (“CPA”) ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review, it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC to conform to the audit or review recommendationsrecommendations and approved by ALAMEDA CTC Project Manager. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract AGREEMENT by this reference if directed by ALAMEDA CTC at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. (e) CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by CALTRANS’ Audits and Investigation (“A&I”). CALTRANS A&I, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by ALAMEDA CTC to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. (i) During CALTRANS A&I’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, CALTRANS A&I will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If CALTRANS A&I identifies significant issues during the review and is unable to issue a cognizant approval letter, ALAMEDA CTC will reimburse the CONSULTANT at an accepted ICR until a Federal Acquisition Regulations (“FAR”) compliant ICR {e.g.,48 CFR Part 31; GAAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines} is received and approved by CALTRANS. Accepted rates will be as follows: (1) If the proposed ICR is less than one hundred fifty percent (150%) (2) If the proposed ICR is between one hundred fifty percent (150%) and two hundred percent (200%) – the accepted rate will be eighty-five percent (85%) of the proposed rate. (3) If the proposed ICR is greater than two hundred percent (200%) – (ii) If CALTRANS A&I is unable to issue a cognizant letter per subparagraph (e)(i) above, CALTRANS A&I may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. CALTRANS A&I will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions. (iii) If the CONSULTANT fails to comply with the provisions of subparagraph (e), or if CALTRANS A&I is still unable to issue a cognizant approval letter after the revised independent CPA- audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in subparagraph (e)(i) above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT. (iv) CONSULTANT may submit to ALAMEDA CTC a final invoice only when all of the following items have occurred: (1) CALTRANS A&I accepts or adjusts the original or revised independent CPA-audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of ALAMEDA CTC; and, (3) CALTRANS A&I has issued its final ICR review letter. The CONSULTANT must submit its final invoice to ALAMEDA CTC no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between ALAMEDA CTC and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. The following replaces Paragraph 21 of Article III, Section A (General):

AUDIT REVIEW PROCEDURES. 29.1 Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT the Agreement that is not disposed of by agreement, shall Shall be reviewed by ALAMEDA CTCthe County’s Deputy Executive Director of Finance and Administration. Auditor. 29.2 Not later than thirty (30) calendar 30 days after the issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCthe County’s Deputy Executive Director of Finance and Administration Auditor of unresolved audit issues. The request for review will be submitted in writing. . 29.3 Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. 29.4 Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews audit and reviews, such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Auditaudit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for an audit or review, the AGREEMENTcontract, cost proposal proposal, and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1DFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC County contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into in the contract by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR. A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s).

AUDIT REVIEW PROCEDURES. 31.1 Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT the Agreement that is not disposed of by agreement, shall Shall be reviewed by ALAMEDA CTCthe County’s Deputy Executive Director of Finance and Administration. Auditor. 31.2 Not later than thirty (30) calendar 30 days after the issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCthe County’s Deputy Executive Director of Finance and Administration Auditor of unresolved audit issues. The request for review will be submitted in writing. . 31.3 Neither the pendency of a dispute nor its consideration by ALAMEDA CTC County will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. 31.4 Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews audit and reviews, such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Auditaudit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for an audit or review, the AGREEMENTcontract, cost proposal proposal, and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC 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 in the contract by this reference if directed by ALAMEDA CTC County at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

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

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

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

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

AUDIT REVIEW PROCEDURES. 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 agreement, shall be reviewed by ALAMEDA CTCthe Commission’s Deputy Executive Director of Finance and Administration. Representative. 14.2 Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCthe Commission’s Deputy Executive Director of Finance and Administration Representative of unresolved audit issues. The request for review will be submitted in writing. . 14.3 Neither the pendency of a dispute nor its consideration by ALAMEDA CTC the Commission will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT contract. 14.4 Consultant and subconsultants’ contracts, including cost proposals and ICRsindirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC the Commission contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC the Commission at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

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

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

AUDIT REVIEW PROCEDURES. (1) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCSACOG’s Deputy Executive Director of Finance and Administration. Director. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCSACOG’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The Contractor’s request for review will be submitted in writing. . (3) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC SACOG will excuse CONSULTANT Contractor from full and timely performance, performance in accordance with the terms of this AGREEMENTAgreement. CONSULTANT SAMPLE (4) Contractor and subconsultants’ subcontractor contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit workpaper review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and proposal, ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTContractor’s responsibility to ensure federalFederal, stateState, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENTAgreement, cost proposalCost Proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC 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 contract Agreement by this reference if directed by ALAMEDA CTC SACOG at its sole discretion. Refusal by CONSULTANT Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, state, State or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs.

AUDIT REVIEW PROCEDURES. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. 5.16.1 Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . 5.16.2 Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. 5.16.3 CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.

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

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration. Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT ENGINEER may request a review by ALAMEDA CTCCOUNTY’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will shall be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC COUNTY will excuse CONSULTANT ENGINEER from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. ENGINEER and subconsultants’ contracts, including cost proposals and ICRsindirect cost rates (ICR), may be are subject to audits or reviews such as, but not limited to, an AGREEMENT a Contract Audit, an Incurred Cost Audit, an ICR Audit, or a certified public accountant (“CPA”) ICR Audit Workpaper Review. If selected for audit or review, the AGREEMENTAgreement, cost proposal proposal, and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review it is CONSULTANTthe ENGINEER’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessaryworkpapers. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT ENGINEER and approved by ALAMEDA CTC COUNTY’s Contract Administrator to conform to the audit or review recommendations. CONSULTANT ENGINEER agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC COUNTY at its sole discretion. Refusal by CONSULTANT the ENGINEER to incorporate audit or review recommendations, or to ensure that the federalFederal, stateState, or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT 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 agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. TAMC’S Chief Financial Officer. b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration TAMC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC TAMC will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT (The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater) d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC TAMC contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC TAMC at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. (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. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. 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. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. LOCAL AGENCY’S Chief Financial Officer. B. Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT. contract. D. CONSULTANT and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by ALAMEDA CTC LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs. E. The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

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

AUDIT REVIEW PROCEDURES. A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreementAgreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration. VCTC’S Chief Financial Officer. B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of Finance and Administration VCTC’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. . C. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC VCTC will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. D. Consultant and subconsultants’ contractsSubconsultant Agreement’s, including cost proposals and ICRsIndirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT AuditAgreement audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part CFR 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, stateVCTC, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTAgreement, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC VCTC Contract Administrator to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC VCTC at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, VCTC or local governments have access to CPA workpaperswork papers, will be considered a breach of contract Agreement terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. E. Consultant’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the Consultant and approved by the VCTC Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the Consultant to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs. a. During XXXX’s review of the ICR audit work papers created by the Consultant’s independent CPA, IOAI will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, VCTC will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI. I. Accepted rates will be as follows: i. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. ii. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. iii. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. b. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require Consultant to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the Consultant’s and/or the independent CPA’s revisions. c. If the Consultant fails to comply with the provisions of this paragraph E, or if XXXX is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. d. Consultant may submit to VCTC final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of VCTC; and,

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

AUDIT REVIEW PROCEDURES. (1) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCSACOG’s Deputy Executive Director of Finance and Administration. Director. (2) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Contractor may request a review by ALAMEDA CTCSACOG’s Deputy Executive Director of Finance and Administration of unresolved audit issues. The Contractor’s request for review will be submitted in writing. . (3) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC SACOG will excuse CONSULTANT Contractor from full and timely performance, performance in accordance with the terms of this AGREEMENT. CONSULTANT Agreement. (4) Contractor and subconsultants’ subcontractor contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit workpaper review. If selected for audit or review, the AGREEMENTAgreement, cost proposal and proposal, ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTContractor’s responsibility to ensure federalFederal, stateState, or local government officials are allowed full access to the CPA’s workpapers including making copies as necessary. The AGREEMENTAgreement, cost proposalCost Proposal, and ICR shall be adjusted by CONSULTANT Contractor and approved by ALAMEDA CTC 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 contract Agreement by this reference if directed by ALAMEDA CTC SACOG at its sole discretion. Refusal by CONSULTANT Contractor to incorporate audit or review recommendations, or to ensure that the federalFederal, state, State or local governments have access to CPA workpapers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs.

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

AUDIT REVIEW PROCEDURES. (a) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of TAMC’S Finance and Administration. Officer. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of XXXX’S Finance and Administration Officer of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC XXXX will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] (d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC TAMC project manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC XXXX at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. [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) Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT Agreement that is not disposed of by agreement, shall be reviewed by ALAMEDA CTC’s Deputy Executive Director of TAMC’S Finance and Administration. Officer. (b) Not later than thirty (30) calendar 30 days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTC’s Deputy Executive Director of TAMC’S Finance and Administration Officer of unresolved audit issues. The request for review will be submitted in writing. . (c) Neither the pendency of a dispute nor its consideration by ALAMEDA CTC TAMC will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENTAgreement. CONSULTANT [The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater:] (d) Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC TAMC project manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract Agreement by this reference if directed by ALAMEDA CTC TAMC at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT Agreement and disallowance of prior reimbursed costs. [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. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT contract that is not disposed of by agreement, shall be reviewed by ALAMEDA CTCAUTHORITY’s Deputy Executive Director of Finance and AdministrationChief Financial Officer. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT Consultant may request a review by ALAMEDA CTCAUTHORITY’s Deputy Executive Director of Finance and Administration Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. Neither the pendency of a dispute nor its consideration by ALAMEDA CTC AUTHORITY will excuse CONSULTANT Consultant from full and timely performance, in accordance with the terms of this AGREEMENTcontract. CONSULTANT Consultant and subconsultants’ subconsultant contracts, including cost proposals and ICRsICR, may be are subject to audits or reviews such as, but not limited to, an AGREEMENT Audita contract audit, an Incurred Cost Auditincurred cost audit, an ICR Audit, or a certified public accountant (“CPA”) CPA ICR Audit Workpaper Reviewaudit work paper review. If selected for audit or review, the AGREEMENTcontract, cost proposal and ICR and related workpaperswork papers, if applicable, will be reviewed to verify compliance with 48 CFR, Chapter 1, Part 31 and other related laws and regulations. In the instances of a CPA ICR Audit Workpaper Review audit work paper review it is CONSULTANTConsultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s workpapers work papers including making copies as necessary. The AGREEMENTcontract, cost proposal, and ICR shall be adjusted by CONSULTANT Consultant and approved by ALAMEDA CTC City’s contract manager to conform to the audit or review recommendations. CONSULTANT Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by ALAMEDA CTC City, at its sole discretion. Refusal by CONSULTANT Consultant to incorporate audit or review recommendations, or to ensure that the federal, state, state or local governments have access to CPA workpaperswork papers, will be considered a breach of contract terms and cause for termination of the AGREEMENT contract and disallowance of prior reimbursed costs.