Common use of PAYMENT FOR WORK Clause in Contracts

PAYMENT FOR WORK. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA 13.1 The Licensee shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by issue a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated purchase order to the Owner for each project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit such as Make- ready Work required to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under meet the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I conditions of this Agreement, and OCTA has delivered which is not covered by the Annual License Fee. The Owner will invoice against the applicable purchase order, as work by the Owner for the Licensee is performed. 13.2 Upon completion of any work performed by the Owner on the Licensee’s behalf as contemplated by this Agreement, the Owner will render an invoice or invoices to OWNER fully executed Director’s Deeds, Consents the Licensee for the actual cost (including financial overheads) of performing such work and the Licensee shall pay the amount of the invoice within forty-five (45) days of the date of the invoice. 13.3 All invoices that are outstanding for longer than forty-five (45) days will be subject to Common Use or Joint Use Agreements for OWNER’s facilities interest at the rate of one and one-quarter percent (if required1.25 %) per month (being 16.08% per annum), OCTA will provide written notification to OWNER of its intent to close its file within 30 daysbefore and after judgement. OWNER hereby acknowledges, to The interest shall run from the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ due date for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval invoice until the date payment is received by OCTA. The final billing the Owner. 13.4 If an invoice is outstanding for more than sixty (60) days, the Licensee shall be in forthwith, upon receipt of written notice from the form of an itemized statement Owner, but at the expense of the total costs charged to Licensee, remove from the project, less poles of the credits provided for in this Agreement, and less any amounts Owner its Attachments covered by progress ▇▇▇▇▇▇▇▇the invoice. However, OCTA shall not pay final bills which exceed If the estimated cost Licensee fails to remove the subject Attachments within thirty (30) days of this Agreement without documentation receipt of the reason for notice and the increase of said cost from invoice is still unpaid, the OWNER Owner may remove such Attachments, at the risk and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment expense of the amount over Licensee. Upon the estimated cost removal of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed such Attachments by the parties to this Agreement prior to Owner, the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement Owner shall have the prior concurrence right to retain the Attachments so removed until the Licensee pays the cost of OCTAremoval. Detailed records from which If the billing is compiled Licensee fails to pay to the Owner the cost of removing such Attachments within sixty (60) days of receipt of the invoice for same, the Owner shall have the further right to sell the Attachments so removed and apply the proceeds against the cost of removing the Attachments. The Owner may also pursue any and all remedies it deems appropriate, including the exercise of any security posted by the Licensee with the Owner, to recover the outstanding amounts owed to it by the Licensee. 13.5 The Licensee shall notify the Owner in writing of any dispute with respect to an invoice. If the dispute cannot be retained by owner for a period of three years from resolved within thirty days through normal business operations, the date of final payment and Dispute Resolution process, as described in Article 21 will be available for audit by OCTA, State and/or Federal auditorsinitiated. In performing work under this Agreement, OWNER agrees to comply with Article 13.4 will not take effect during the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et alDispute Resolution process., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense10.1. The OWNER Municipality shall maintain records of the actual costs incurred and charged issue a purchase order to LDC or allocated a LDC approved payment method for each project such as Make-ready Work required to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under meet the terms and conditions of this Agreement. Payment LDC will invoice against the applicable purchase order, as work by LDC for the Municipality is performed. 10.2. Upon completion of progress bills which exceed any work performed by LDC on the Municipality’s behalf as contemplated by this Agreement, LDC will render an invoice or invoices to the Municipality for the actual cost (including financial overheads) of performing such work and the Municipality shall pay the amount of this Agreement may the invoice within thirty (30) days of the date of the invoice. 10.3. All invoices that are outstanding for longer than thirty (30) days will be made after receipt and approval by OCTA of documentation supporting subject to interest at the cost increase and after an amendment to this Agreement has been executed prime rate established by the parties to this AgreementBank of Canada. The OWNER interest shall submit a final ▇▇▇▇ to OCTA within 360 days after run from the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements due date for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval invoice until the date payment is received by OCTALDC. 10.4. The final billing If an invoice is outstanding for more than sixty (60) days, the Municipality shall be in forthwith, upon receipt of written notice from LDC, but at the form of an itemized statement expense of the total costs charged to Municipality, remove from the project, less the credits provided for in this Agreement, and less any amounts poles of LDC its Attachments covered by progress ▇▇▇▇▇▇▇▇the invoice. 10.5. However, OCTA shall not pay final bills which exceed If the estimated cost Municipality fails to remove the subject Attachments within thirty (30) days of this Agreement without documentation receipt of the reason for notice and the increase of said cost from invoice is still unpaid, LDC may remove such Attachments, at the OWNER risk and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment expense of the amount over Municipality. Upon the estimated cost removal of this Agreement may be subject to allocation and/or approval such Attachments by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this AgreementLDC, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement LDC shall have the prior concurrence right to retain the Attachments so removed until the Municipality pays the cost of OCTAremoval. Detailed records from which If the billing is compiled Municipality fails to pay to LDC the cost of removing such Attachments within sixty (60) days of receipt of the invoice for same, LDC shall have the further right to sell the Attachments so removed and apply the proceeds against the cost of removing the Attachments. LDC may also pursue any and all remedies it deems appropriate, including the exercise of any security posted by the Municipality with LDC, to recover the outstanding amounts owed to it by the Municipality. 10.6. The Municipality shall notify LDC in writing of any dispute with respect to an invoice. 10.7. If the dispute cannot be retained by owner for a period of three years from resolved within thirty days through normal business operations, the date of final payment and Dispute Resolution process, as described in Article 18 will be available for audit by OCTA, State and/or Federal auditorsinitiated. In performing work under this Agreement, OWNER agrees to comply with Article 10.4 will not take effect during the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et alDispute Resolution process., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA A. ANAHEIM shall pay its share of the actual and necessary cost of the herein described work Overhead Facilities Project within 45 ninety (90) days after receipt of OWNERSCE’s itemized ▇▇▇▇▇ in quintuplicate, signed by a responsible official of OWNER’s organization SCE and prepared on OWNERSCE’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principles. the applicable system of accounts prescribed for SCE by the California Public Utilities Commission (PUC) or Federal Communications Commission (FCC), whichever is applicable. B. It is understood and agreed that OCTA ANAHEIM will not pay for any betterment or increase in capacity of OWNERSCE’s facilities in the new location and that OWNER SCE shall give credit to OCTA ANAHEIM for the all accrued depreciation of on the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER SCE. C. SCE shall submit a final ▇▇▇▇ to OCTA ANAHEIM within 360 ninety (90) days after the notification of completion of the work described set forth in Section I aboveI.B.6. of this Agreement. If OCTA ANAHEIM has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreementtime period, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA ANAHEIM will provide written notification to OWNER SCE of its intent to close its file within 30 days. OWNER thirty (30) days and SCE hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification abandoned upon the termination of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. this thirty (30) day period. D. The final billing shall be in the form of an itemized statement of the total costs charged to the projectOverhead Facilities Project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA ANAHEIM shall not pay final bills bills, which exceed half the estimated cost of this Agreement without documentation of Cost Estimate. SCE may revise the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be Cost Estimate subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNERANAHEIM’s final ▇▇▇▇. reasonable approval. E. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement Overhead Plans and Specifications shall have require the prior concurrence consent of OCTA. ANAHEIM. F. Detailed records from which the billing is compiled shall be retained by owner SCE for a period of three years from the date of final payment by ANAHEIM and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply in accordance with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles Contract Cost Principals and procedures Procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State 31 by ANAHEIM and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreementAuditors.

PAYMENT FOR WORK. OCTA The STATE shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principlesthe uniform system of accounts prescribed for OWNER by the California Public Utilities Commission, Federal Energy Regulatory Commission or Federal Communications Commission, whichever is applicable. It is understood and agreed that OCTA the STATE will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA the STATE for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA STATE of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA the STATE within 360 days after the completion of the work described in Section I above. If OCTA the STATE has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s Owner's work described in Section I of this Agreement, and OCTA STATE has delivered to OWNER fully executed Director’s 's Deeds, Consents to Common Use or Joint Use Agreements Agreements, if required for OWNER’s facilities (if required)'s facilities, OCTA STATE will provide written notification to OWNER of its intent to close its file within 30 days. days and OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the STATE processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s 's work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the STATE shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTASTATE. Except, if the final ▇▇▇▇ exceeds the OWNER’s 's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s 's final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement Agreement, shall have the prior concurrence of OCTASTATE. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or and or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR48CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645645 and 2CFR, and 2 CFR Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA State/LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The CITY shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇bill, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA the CITY will not pay for any betterment or increase in capacity of OWNER’s 's facilities in the new location and that OWNER shall give credit to OCTA the CITY for the all accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA CITY of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ bill to OCTA the CITY within 360 days after the completion of the work described in Section I above. If OCTA the CITY has not received a final ▇▇▇▇ bill within 360 days after notification of completion of OWNER’s 's work described in Section I of this Agreement, and OCTA CITY has delivered to OWNER fully executed Director’s 's Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s 's facilities (if required), OCTA CITY will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the CITY processes a final ▇▇▇▇ bill for payment more than 360 days after notification of completion of OWNER’s 's work, payment of the late ▇▇▇▇ bill may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the CITY shall not pay final bills bills, which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTACITY. Except, if the final ▇▇▇▇ bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ bill exceeds 125% of the estimated cost of this Agreement, an Amended amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s OWNERS final ▇▇▇▇bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTACITY. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit in accordance with Contract Cost Principals and Procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31 by OCTA, State CITY and/or Federal auditorsAuditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, 645 and 2 CFR CFR, Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement. OWNER, at the present time, does not have sufficient funds available to proceed with the relocation of OWNER's facilities provided for herein. It is estimated that the cost of the work provided for by this Agreement and, as hereinafter set forth, is the sum of $1,200,000. ▇▇▇▇ agrees to advance to OWNER the sum of $458,000 to apply to the cost of the work to be undertaken as provided hereinabove. Said sumof $458,000 will be deposited by the CITY with OWNER within 45 days after execution of the Agreement by the parties hereto and upon receipt of an OWNER's bill for the advance. It is further agreed that upon receipt of the monies agreed upon to be advanced by CITY herein, OWNER will deposit said monies in a separate interest-bearing account or trust fund in State or National Banks in California having the legal custody of said monies in accordance with and subject to the applicable provisions of Section 53630, et seq., of the Government Code, and all interest earned by said monies advanced by CITY and deposited as provided for above shall be credited to CITY.

PAYMENT FOR WORK. OCTA The LOCAL AGENCY shall pay its share of the actual and necessary cost of the herein described work within 45 90 days after receipt of OWNER’s 's itemized ▇▇▇▇bill in quintuplicate, signed by a responsible official of OWNER’s 's organization and prepared on OWNER’s 's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principlesthe uniform system of accounts prescribed for OWNER by the California Public Utilities Commission (PUC), Federal Energy Regulatory Commission (FERC) or Federal Communications Commission (FCC), whichever is applicable. It is understood and agreed that OCTA the LOCAL AGENCY will not pay for any betterment or increase in capacity of OWNER’s 's facilities in the new location and that OWNER shall give credit to OCTA the LOCAL AGENCY for the all accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA LOCAL AGENCY of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ bill to OCTA the LOCAL AGENCY within 360 180 days after the completion of the work described in Section I above. If OCTA the LOCAL AGENCY has not received a final ▇▇▇▇ bill within 360 180 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA LOCAL AGENCY has delivered to OWNER fully executed Director’s 's Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities (if required), OCTA facilities; LOCAL AGENCY will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, law that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the LOCAL AGENCY shall not pay final bills bills, which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTALOCAL AGENCY. Except, if the final ▇▇▇▇ bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ bill exceeds 125% of the estimated cost of this Agreement, an Amended amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTALOCAL AGENCY. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit in accordance with Contract Cost Principals and Procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31 by OCTA, State LOCAL AGENCY and/or Federal auditorsAuditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, 645 and 2 CFR CFR, Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA LOCAL AGENCY upon receipt of OCTA LOCAL AGENCY billing. If OWNER is subject to repayment due to failure by OCTA Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement. The OWNER shall pay its share of the actual cost of said work included in the LOCAL AGENCY's highway construction contract within 90 days after receipt of LOCAL AGENCY's bill; compiled on the basis of the actual bid price of said contract. The estimated cost of WORK SCOPE B to OWNER for the work being performed by the LOCAL AGENCY's highway contractor is $50,000. In the event actual final relocation costs as established herein are less than the sum of money advanced by OWNER to LOCAL AGENCY, LOCAL AGENCY hereby agrees to refund to OWNER the difference between said actual cost and the sum of money so advanced. In the event that the actual cost of relocation exceeds the amount of money advanced to LOCAL AGENCY, in accordance with the provisions of this Agreement, OWNER hereby agrees to reimburse LOCAL AGENCY said deficient costs upon receipt of an itemized bill as set forth herein.

PAYMENT FOR WORK. OCTA shall pay its share a. Upon Proposal acceptance, a prepayment equal to the estimated average amount to be billed in a single month ($75,000) through the course of the actual project must be forwarded to XIMEDICA. This deposit will be applied to the final payment due for project services rendered under this Agreement. b. XIMEDICA agrees that it shall issue regular invoices for work in progress as frequently as practical to aid CLIENT in tracking ongoing costs. Each invoice will break out amounts for billable time and necessary amounts for other costs including out-of-pocket and other expenses incurred (“Expenses”). Expenses will be invoiced at cost plus eighteen percent (18%) to cover administration of the herein described work within 45 days after receipt of OWNERthose expenses. Note that invoices may not correspond to any phase or deliverable completion date. Applicable state, or local taxes (other than income taxes) are CLIENT’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization responsibility and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expensewill be included in invoices as appropriate. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed Parties agree that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by lawCLIENT has any objection to any invoice received from XIMEDICA, such objection shall be brought to XIMEDICA’s attention, in writing, within 30 days of the date of the invoice, and any invoice not subject to objection in that all remaining costs will period shall be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 valid and due in full and any objections deemed waived. c. Invoices are due net fifteen (15) days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment the invoice. CLIENT shall be responsible for all collection and/or reasonable attorneys’ fees and will be available for audit costs incurred by OCTA, State and/or Federal auditorsXIMEDICA to collect otherwise delinquent payments. In performing work the event of any payment delinquency, XIMEDICA reserves the right to suspend any Services under this Agreement, OWNER agrees . A service fee of 1.5% per month will be added to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645all accounts more than 45 days past due, and 2 CFR Part 200 et alCLIENT is responsible for all collection and reasonable attorneys’ fees and costs required to collect unpaid overdue amounts. d. XIMEDICA may alter any payment term if XIMEDICA determines, in its sole discretion based on CLIENT’s payment history with XIMEDICA, CLIENT’s ability to pay for service, or otherwise, that CLIENT is no longer worthy of credit. If a subsequent OCTA, State and/or Federal audit determines payments Any such revised payment terms shall be effective for all invoices issued after notice of such change to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreementCLIENT.

PAYMENT FOR WORK. OCTA shall 5.1 COST OF FACILITY WORK (A) In any case in which AUTHORITY is required under the provisions of this Agreement to pay its share of the actual and necessary cost of the herein described work within 45 days after receipt relocation of OWNER’s itemized ▇▇▇▇any utility FACILITY, signed by a responsible official AUTHORITY shall be entitled to credits as follows: (1) The amount of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated any betterment to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the utility FACILITY resulting from such relocation. (2) The salvage value of any material materials or parts salvaged and retained by UTILITY OWNER. (3) If a new utility FACILITY or sold by OWNER. Not more frequently than once a monthportion thereof is constructed to accomplish such relocation, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not an amount bearing the same proportion to exceed OWNER’s recorded costs as the original cost of the billing date less estimated credits applicable displaced FACILITY or portion thereof as its age bears to completed work. Payment its normal expected life. (B) A credit shall not be allowed against any portion of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment that is otherwise chargeable to this Agreement has been executed by the parties UTILITY OWNER. (C) A credit allowance for age shall not be applied to this Agreementpublicly owned sewers. (D) Eligible UTILITY OWNER costs shall include only those authorized under Title 23 C.F.R. Part 645, Subpart A. UTILITY OWNER agrees that costs referenced in Title 23 C.F.R. Part 645 Section 117(d)(2) are not eligible for reimbursement. The OWNER shall submit a final These regulations can be found at: ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇://▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress .▇▇▇▇▇▇▇▇. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final .▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final .▇▇▇▇ exceeds 125% /nara/cfr/waisidx/cfr-table-search.html If the FACILITY WORK is at AUTHORITY’s expense, then AUTHORITY shall pay or cause payment to be made to UTILITY OWNER in the amounts as established for the FACILITY WORK performed by UTILITY OWNER, less the credits as determined. At the AUTHORITY’s discretion, the responsibility for making such payments to the UTILITY OWNER may be delegated to AUTHORITY’s CONTRACTOR; in such circumstances, UTILITY OWNER agrees to AUTHORITY’s delegation of responsibility to AUTHORITY’s CONTRACTOR the estimated cost of this Agreementresponsibility to make reimbursement payments to UTILITY OWNER. If the FACILITY WORK is at UTILITY OWNER’s expense and is performed by AUTHORITY or AUTHORITY’s CONTRACTOR, an Amended Agreement UTILITY OWNER shall pay or cause payment to be executed by made to AUTHORITY or AUTHORITY’s CONTRACTOR in the parties amounts established pursuant to this Agreement prior for FACILITY WORK less the credits as determined. At the AUTHORITY’s discretion, AUTHORITY’s CONTRACTOR is authorized to the accept such payment of the from UTILITY OWNER’s final ▇▇▇▇. Any and all increases ; in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTAsuch circumstances, State and/or Federal auditors. In performing work under this Agreement, UTILITY OWNER agrees to comply with the Uniform System AUTHORITY’s CONTRACTOR collection of Accounts for Public Utilities found at 18 CFR Part 101, 201, et alreimbursement directly from UTILITY OWNER., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The LOCAL AGENCY shall pay its share of the actual and necessary cost of the herein described work within 45 90 days after receipt of OWNER’s 's itemized ▇▇▇▇▇ in quintuplicate, signed by a responsible official of OWNER’s 's organization and prepared on OWNER’s 's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principlesthe uniform system of accounts prescribed for OWNER by the California Public Utilities Commission (PUC) or Federal Communications Commission (FCC), whichever is applicable. It is understood and agreed that OCTA the LOCAL AGENCY will not pay for any betterment or increase in capacity of OWNER’s 's facilities in the new location and that OWNER shall give credit to OCTA the LOCAL AGENCY for the all accrued depreciation of on the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA LOCAL AGENCY of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA the LOCAL AGENCY within 360 180 days after the completion of the work described in Section I above. If OCTA the LOCAL AGENCY has not received a final ▇▇▇▇ within 360 180 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA LOCAL AGENCY has delivered to OWNER fully executed Director’s 's Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities (if required), OCTA facilities; LOCAL AGENCY will provide written notification to OWNER of its intent to close its file within 30 days. days and OWNER hereby acknowledges, to the extent allowed by law, law that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the LOCAL AGENCY shall not pay final bills bills, which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTAOWNER. Except, if If the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s OWNERS final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTALOCAL AGENCY. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply in accordance with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles Contract Cost Principals and procedures Procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State 31 by LOCAL AGENCY and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreementAuditors.

PAYMENT FOR WORK. OCTA shall pay its share The PROJECT cost is currently estimated to be for a not to exceed amount of $254,086.58 (See Exhibit B – Engineer’s Estimate which is attached hereto and incorporated herein by reference). The COUNTY, the actual CITY and necessary the SCHOOL BOARD agree to equally split the costs and expenses relating to the PROJECT reflected on Exhibit B, including but not limited to, the cost of the herein described resurfacing work within 45 involved, construction engineering inspection (CEI) and the County’s internal administrative costs. Such payment from the CITY and the SCHOOL BOARD shall become due and payable to the Board of County Commissioners forty-five (45) days after receipt the date of OWNER’s itemized ▇▇▇▇the COUNTY’S initial billing following completion of the Work. The parties further acknowledge that site conditions and/or completed in place construction may make the actual final cost exceed the Project Cost Estimate. The COUNTY will notify the CITY and the SCHOOL BOARD before incurring any additional costs over and above the Project Cost Estimate for any Work within the CITY’S or SCHOOL BOARD boundaries. Upon agreement by the parties, the COUNTY, the CITY and the SCHOOL BOARD shall split the difference in costs based on actual field measurements for any of the Work performed on the Project Area listed on Exhibit A. Upon the request of the CITY or the SCHOOL BOARD, the COUNTY also agrees to submit the following documentation along with the request for reimbursement upon completion of the Project: a. Cover sheet signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis an authorized representative of the actual and necessary cost and expense. The OWNER shall maintain records School Board with the amount of the actual costs incurred reimbursement sought; b. Summary Sheet of all invoices, attached by vendor, with cumulative total; c. All backup invoices with proof of payment (copies of all cancelled checks or wire transfers as applicable) attached to each invoice, and charged any other documentation specifically required as part of a bid or allocated to contract if applicable; d. Copies of vendor agreements that are the project subject of the request for reimbursement; e. Copy of written notice of final acceptance by the County confirming that the Work was performed in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation requirements of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNERCounty’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et alAnnual Asphalt Contract., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The LOCAL AGENCY shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s 's itemized ▇▇▇▇bill in quintuplicate, signed by a responsible official of OWNER’s 's organization and prepared on OWNER’s 's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principlesthe uniform system of accounts prescribed for OWNER by the California Public Utilities Commission (PUC), Federal Energy Regulatory Commission (FERC) or Federal Communications Commission (FCC), whichever is applicable. It is understood and agreed that OCTA the LOCAL AGENCY will not pay for any betterment or increase in capacity of OWNER’s 's facilities in the new location and that OWNER shall give credit to OCTA the LOCAL AGENCY for the all accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by LOCAL AGENCY of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final bill to the LOCAL AGENCY within 180 days after the completion of the work described in Section I above. If the LOCAL AGENCY has not received a final bill within 180 days after notification of completion of OWNER’s work described in Section I of this Agreement, and LOCAL AGENCY has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities; LOCAL AGENCY will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law that all remaining costs will be deemed to have been abandoned. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, the LOCAL AGENCY shall not pay final bills, which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by LOCAL AGENCY. Except, if the final bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNERS final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of LOCAL AGENCY. Detailed records from which the billing is compiled shall be retained by the OWNER for a period of three years from the date of the final payment and will be available for audit in accordance with Contract Cost Principals and Procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31 by LOCAL AGENCY and/or Federal Auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR, Parts 101, 201, et al., to the extent they are applicable to OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645 and 2 CFR, Part 200, et al. If a subsequent State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse AGENCY upon receipt of AGENCY billing. If OWNER is subject to repayment due to failure by Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances, then LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA STATE of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ bill to OCTA the STATE within 360 days after the completion of the work described in Section I above. If OCTA the STATE has not received a final ▇▇▇▇ bill within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA STATE has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if requiredifrequired), OCTA STATE will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the STATE processes a final ▇▇▇▇ bill for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ bill may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA LPA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTALPA. Except, if the final ▇▇▇▇ bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any event if the final ▇▇▇▇ bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s ’S final ▇▇▇▇bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTALPA. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645, 645 and 2 CFR CFR, Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The OWNER shall pay its share of the actual and necessary cost of said work included in the herein described work STATE's highway construction contract within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterheadSTATE's bill, compiled on the basis of the actual and necessary bid price of said contract. The estimated cost to OWNER for the work being performed by the STATE's highway contractor is $43,300.00. In the event actual final relocation costs as established herein are less than the sum of money advanced by OWNER to STATE, STATE hereby agrees to refund to OWNER the difference between said actual cost and expense. The OWNER shall maintain records the sum of money so advanced, In the event that the actual costs incurred and charged or allocated cost of relocation exceeds the amount of money advanced to the project STATE, in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity the provisions of OWNER’s facilities in the new location and that this Agreement, OWNER shall give credit ▇▇▇▇▇▇ agrees to OCTA for the accrued depreciation reimburse STATE said deficient cost upon receipt of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNERan itemized bill as set forth herein. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA STATE of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ bill to OCTA the STATE within 360 days after the completion of the work described in Section I above. If OCTA the STATE has not received a final ▇▇▇▇ bill within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA STATE has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA STATE will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the STATE processes a final ▇▇▇▇ bill for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ bill may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the STATE shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTASTATE. Except, if the final ▇▇▇▇ bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any event if the final ▇▇▇▇ bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s ’S final ▇▇▇▇bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTASTATE. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645, 645 and 2 CFR CFR, Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA State/LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that the OCTA will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs as of the billing date less dateless estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA upon receipt of OCTA billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The STATE shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of five (5) copies of OWNER’s ’S itemized ▇▇▇▇, bill signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs expense incurred and charged or allocated to the project said work in accordance with recognized accounting principlesthe uniform system of accounts prescribed for OWNER by the California Public Utilities Commission, Federal Energy Regulatory Commission or Federal Communications Commission whichever is applicable. It is understood and agreed that OCTA the STATE will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to OCTA the STATE for the “used life” or accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s recorded costs cost as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA STATE of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ bill to OCTA the STATE within 360 days after the completion of the work described in Section I 1 above. If OCTA the STATE has not received a final ▇▇▇▇ bill within 360 days after notification of completion of OWNEROwner’s work described in Section I 1 of this Agreement, and OCTA STATE has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities (if required)facilities, OCTA STATE will provide written notification to OWNER of its intent to close its file within 30 days. days and OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the STATE processes a final ▇▇▇▇ bill for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ bill may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the STATE shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTASTATE. Except, if the final ▇▇▇▇ bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I1, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any event if the final ▇▇▇▇ bill exceeds 125% of the estimated cost of this Agreementagreement, an Amended Agreement shall be executed by the parties to this Agreement agreement prior to the payment of the OWNER’s final ▇▇▇▇bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTAthe STATE. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER Owner agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et al., and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles Contract Cost Principles and procedures Procedures as set forth in 48 CFR48CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645645 and/or 18 CFR, and 2 CFR Part 200 Chapter 1, Parts 101,201, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA STATE upon receipt of OCTA STATE billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA SBCAG shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER’s 's itemized ▇▇▇▇▇ in quintuplicate, signed by a responsible official of OWNER’s 's organization and prepared on OWNER’s 's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA SBCAG will not pay for any betterment or increase in capacity of OWNER’s 's facilities in the new location and that OWNER shall give credit to OCTA SBCAG for the all accrued depreciation of on the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed workwork performed under this Agreement. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA SBCAG of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA SBCAG within 360 days after the completion of the work described in Section I above. If OCTA SBCAG has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements for OWNER’s facilities (if required), OCTA SBCAG will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that at the expiration of that 30-day period all remaining costs will be deemed to have been abandoned. If OCTA SBCAG processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA SBCAG shall not pay final bills bills, which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTASBCAG. Except, if the final ▇▇▇▇ exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any the event if that the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s OWNERS final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTASBCAG. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreementAgreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645, 645 and 2 CFR CFR, Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA State/LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement.

PAYMENT FOR WORK. OCTA The OWNER shall pay its share of the actual and necessary cost of said work included in the herein described work STATE’s highway construction contract within 45 days after receipt of OWNERSTATE’s itemized ▇▇▇▇, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary bid price of said contract. The estimated cost to OWNER for the work being performed by the STATE’s highway contractor is $679,000. In the event actual final relocation costs as established herein are less than the sum of money advanced by OWNER to STATE, STATE hereby agrees to refund to OWNER the difference between said actual cost and expensethe sum of money so advanced. The OWNER shall maintain records of In the event that the actual costs incurred and charged or allocated cost of relocation exceeds the amount of money advanced to the project STATE, in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity the provisions of OWNER’s facilities in the new location and that this Agreement, OWNER shall give credit hereby agrees to OCTA for the accrued depreciation reimburse STATE said deficient costs upon receipt of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNERan itemized ▇▇▇▇ as set forth herein. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills itemized for costs incurred not to exceed OWNER’s 's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA STATE of documentation supporting the cost increase and after an amendment Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final ▇▇▇▇ to OCTA the STATE within 360 days after the completion of the work described in Section I above. If OCTA the STATE has not received a final ▇▇▇▇ within 360 days after notification of completion of OWNER’s Owner's work described in Section I of this Agreement, and OCTA STATE has delivered to OWNER fully executed Director’s 's Deeds, Consents to Common Use or Joint Use Agreements Agreements, if required for OWNER’s facilities (if required)'s facilities, OCTA STATE will provide written notification to OWNER of its intent to close its file within 30 days. days and OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA the STATE processes a final ▇▇▇▇ for payment more than 360 days after notification of completion of OWNER’s 's work, payment of the late ▇▇▇▇ may be subject to allocation and/or approval by OCTAthe California Transportation Commission. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress ▇▇▇▇▇▇▇▇. However, OCTA the STATE shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTASTATE. Except, if the final ▇▇▇▇ exceeds the OWNER’s 's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTAthe California Transportation Commission. In any event if the final ▇▇▇▇ exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’s 's final ▇▇▇▇. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement Agreement, shall have the prior concurrence of OCTASTATE. Detailed records from which the billing is compiled shall be retained by owner the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA, State and/or and or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part CFR, Parts 101, 201, et al., and, to the extent they are applicable to owner OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR48CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645645 and 2CFR, and 2 CFR Part 200 200, et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse OCTA AGENCY upon receipt of OCTA AGENCY billing. If OWNER is subject to repayment due to failure by OCTA State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances ordinances, then OCTA State/LPA will ensure that OWNER is compensated for actual cost in performing work under this agreement.