Common use of Review and Reporting Clause in Contracts

Review and Reporting. A. CSO shall prepare an annual written report of activities performed under this MOU for its duration, unless the signatories agree to amend the reporting schedule. The initial report shall be prepared following completion of the last six months of the first State fiscal year under this MOU and thereafter, annual reports shall be submitted after the completion of each full State fiscal year. CSO shall submit the annual reports to the SHPO no later than three (3) months following the end of the State fiscal year. At a minimum, this annual report shall include: 1. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. An assessment indicating how effective and useful this MOU has been in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. A discussion of any problems or unexpected issues encountered during the fiscal year. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. CSO and/or the Caltrans Director may consult the SHPO before taking any such action. 7. Recommendations, with justification, that a Caltrans District or Headquarters-unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. Recommendations for improving the effectiveness of this MOU. B. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions. After the first year of this MOU, the SHPO and CSO shall consult to determine if the reporting period should be modified and determine a new schedule. The reporting period may be modified without requiring amendment of the MOU. C. CSO shall provide notice to the public that the annual report is available for public inspection and ensure that potentially interested members of the public are made aware of its availability and that the public may comment to the signatories on the report. D. The SHPO shall have 45 days following receipt to review and comment on the annual report. To facilitate the SHPO's review, CSO, other Caltrans representatives and the SHPO may meet within the 45-day review time frame to discuss the annual report and to address issues, questions or other matters pertinent to the implementation of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminated.

Review and Reporting. A. CSO shall prepare an annual written report of activities performed under this MOU for its duration, unless (a) Beginning on the signatories agree to amend the reporting schedule. The initial report shall be prepared following completion of the last six months of the first State fiscal year under this MOU and thereafter, annual reports shall be submitted second calendar month after the completion Effective Date and continuing each calendar month thereafter during the Consignment Period, on the 25th calendar day of each full State fiscal year. CSO calendar month in which Consignee remits the Net Sales Revenue to Consignor, (each such date, a "Consignment Report Date"), Consignee shall submit provide to Consignor and Agent a report in substantially the annual reports form described in Schedule 6.1(a) hereto (a "Consignment Report") relating to the SHPO calendar month immediately preceding the Consignment Report Date. Consignor and Agent shall have the right to inspect the Consigned Inventory and all books and records relating to the Consigned Inventory from time to time, during the Consignment Period and during Consignee's normal business hours, such inspections to be solely at the expense of Consignor or Agent, as applicable, and conducted so as not to unreasonably disrupt the operations of Consignee and its Affiliates. (b) Consignee shall periodically review with Consignor, Consignee's standard operating procedures for the disassembly, repair, maintenance, overhaul, refurbishment and modification of Consigned Inventory, and any proposed modifications or amendments thereto. (i) Consignor shall review the Consignment Reports and, no later than three (3) months following the end of the State fiscal year. At a minimumten Business Days after receiving each Consignment Report, this annual report shall include: 1. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. An assessment indicating how effective and useful this MOU has been notify Consignee in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. A discussion writing of any problems objections to such Consignment Report, specifying in reasonable detail the grounds for such objection (the "Objection"). Consignee shall no later than five Business Days after receipt by it of any Objection, by written notice to Consignor accept or unexpected issues encountered during reject such Objection, specifying in reasonable detail the fiscal yeargrounds for any rejection thereof. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. CSO and/or the Caltrans Director may consult the SHPO before taking If Consignee accepts any such action. 7. Recommendations, with justification, that a Caltrans District or Headquarters-unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. Recommendations for improving the effectiveness of this MOU. B. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions. After the first year of this MOUObjection, the SHPO Consignment Report shall be revised accordingly and CSO shall consult reissued, and the amount payable to determine if Consignor hereunder in respect of the reporting period should to which such Consignment Report relates shall also be modified adjusted accordingly. Consignee shall promptly pay Consignor such additional amount as shall be required to be paid to Consignor as a result of such adjustment. If Consignee rejects any Objection, the parties shall meet within five Business Days after Consignee notifies Consignor of such rejection to discuss and determine a new scheduleresolve any such Objection. (ii) if the parties fail to reach agreement on the resolution of an Objection at such meeting, or at any mutually agreed upon postponement or adjournment thereof, Consignor may at its option, by written notice delivered to Consignee within five Business Days following the date of such meeting or postponement or adjournment thereof, either (A) withdraw such Objection (in which case no adjustments in respect of such withdrawn Objections shall be made to such report), or (B) pursue the Objection by requiring the Consignment Report to which the Objection relates to be examined and verified by the Independent Accountants which shall review and resolve the Objection. Consignee and Consignor shall cooperate fully with such accountants and shall provide such accountants (if reasonably necessary to resolve the Objection) such records, invoices, accounts, documents and other information relating to this Agreement and the Consigned Inventory as such accountants shall request in connection with their examination and verification of such Consignment Reports. Consignee shall provide such accountants all information available to it related to the Consigned Inventory and reasonably necessary to allow such accountants to verify, if and to the extent applicable to the Objection, the following with respect to the period to which the Objection relates: (A) the frequency of sales and exchanges of Consigned Inventory and (B) that the Labor Costs and Material Costs assessed as Reimbursable Expenses are accurately reflected in the Consignment Reports. The criteria set forth in the foregoing clauses (A) and (B) are hereinafter referred to as the "Accounting Criteria." The accountants shall review the Accounting Criteria taking into account Consignee's commercially reasonable business discretion, operational capabilities and contract commitments. The resolution of the Objection and the results of the calculations performed by the Independent Accountants shall be accepted by Consignee and Consignor as final, nonappealable and conclusive for the purpose of determining all amounts payable under this Agreement in respect of all Consigned Inventory sold or exchanged or deemed sold or exchanged during the reporting period may be modified without requiring amendment subject to the Objection. Consignee and Consignor each agree that they shall, within five Business Days following their respective receipt of the MOU. C. CSO final report by such Independent Accountants, make such payments, if any, as shall provide notice be required to be made by them, as the public that the annual report is available for public inspection and ensure that potentially interested members case may be, as a result of the public are made aware of its availability and that the public may comment to the signatories on the such final report. D. The SHPO (d) If, as a result of the examination and verification by any such Independent Accountants of the Consignment Reports for any period of six consecutive months, Consignee shall have 45 days following receipt be required to review pay Consignor an aggregate amount in excess of 5% of the aggregate amount originally determined by Consignee to be payable to Consignor in respect of the six month period covered by such Consignment Reports, all fees and comment expenses of the Independent Accountants in connection with such examination and verification shall be paid solely by Consignee; otherwise, such fees and expenses shall be paid solely by Consignor. (e) In addition to any such examination and verification, on or during the annual report30-day period prior to each anniversary of the Effective Date, Consignee, at Consignor's prior written request and cost, shall permit Consignor or Agent to verify any of the Accounting Criteria specified by Consignor with respect to the Consigned Inventory during the preceding twelve calendar months, using the same procedures as are specified in Section 6.1(c) hereof. To facilitate the SHPO's reviewConsignee and Consignor shall cooperate fully and Consignee shall provide Consignor on demand with such records, CSOinvoices, accounts, documents and other Caltrans representatives information relating to this Agreement and the SHPO may meet within Consigned Inventory as it shall request in connection with its verification. Any unreconciled differences between the 45-day review time frame Consigned Inventory as reported by Consignee in the Consignment Reports and the Consigned Inventory as determined by Consignor or Agent, as applicable, pursuant to discuss this Section 6.1(e) shall be treated as Events of Loss hereunder. (f) Consignee and Consignor hereby agree that all Consignment Reports and all other information learned and required to be provided by and in any way relating to this Agreement or the annual report Consigned Inventory shall be treated as confidential, shall be used solely for the purpose of performing their respective obligations hereunder and shall not be disclosed to address issuesany third party, questions except to prospective successors and permitted transferees of Consignee or Consignor, or the counsel, accountants, lenders, insurance brokers or other matters pertinent agents of Consignee, Consignor or the aforementioned transferees who agree in advance, in writing, to keep such information confidential unless such information is required to be disclosed by Law, and then only to the implementation of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminatedextent so required.

Review and Reporting. A. 1. CSO shall prepare an annual written report of activities performed under this MOU for its duration, unless the signatories agree to amend the reporting schedule. The initial report shall be prepared following completion of the last six months of the first State fiscal year under this MOU and thereafter, annual reports shall be submitted after the completion of each full State fiscal year. CSO shall submit the annual reports to the SHPO no later than three (3) months following the end of the State fiscal year. At a minimum, this annual report shall include: 1. a. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. b. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. c. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. d. An assessment indicating how effective and useful this MOU has been in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. e. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. f. A discussion of any problems or unexpected issues encountered during the fiscal year. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. The CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. The CSO and/or the Caltrans Director may consult the SHPO before taking any such action. 7. g. Recommendations, with justification, that a Caltrans District or Headquarters-Headquarters- unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. h. Recommendations for improving the effectiveness of this MOU. B. 2. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions. After the first year of this MOU, the SHPO and CSO shall consult to determine if the reporting period should be modified and determine a new schedule. The reporting period may be modified without requiring amendment of the MOU. C. 3. CSO shall provide notice to the public that the annual report is available for public inspection and ensure that potentially interested members of the public are made aware of its availability and that the public may comment to the signatories on the report. D. The 4. SHPO shall have 45 days following receipt to review and comment on the annual report. To facilitate the SHPO's review, the CSO, other Caltrans representatives and the SHPO may meet within the 45-day review time frame to discuss the annual report and to address issues, questions or other matters pertinent to the implementation of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminated.

Review and Reporting. A. DEA, FHWA, SHPO, the Corps Districts, and ACHP may review activities carried out pursuant to this Agreement. Caltrans Districts shall facilitate this review by compiling specific categories of information to document the effectiveness of the Agreement and by making this information available to DEA, FHWA, SHPO, Corps Districts, and ACHP in the form of a written report. Categories of information shall include, but are not limited to, a summary of actions taken under the Agreement, including all findings and determinations, accomplishments, public objections, any corrective actions implemented under Stipulation XX.C, ESA violations, inadvertent effects, or foreclosures. The range and type of information included by Caltrans Districts in the written report and the manner in which this information is organized and presented must be such that it facilitates the ability of the reviewing parties to assess accurately the degree to which this Agreement and its manner of implementation constitute an efficient and effective program alternative under 36 CFR § 800.14, and to determine whether this Agreement should remain in effect, and if so, whether and how it should be improved through appropriate amendment. B. CSO shall prepare an annual written report of activities performed under this MOU Agreement for its duration, unless the signatories agree to amend the reporting schedule. The initial report shall be prepared following completion of the last six months of the first full State fiscal year under this MOU and thereafter, annual reports shall be submitted after the completion of each full State fiscal yearAgreement. CSO shall submit the annual reports to the SHPO SHPO, FHWA, Corps Districts, and the ACHP no later than three (3) months following the end of the State fiscal year. At a minimum, this annual report shall include: 1. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. An assessment indicating how effective and useful this MOU has been in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. A discussion of any problems or unexpected issues encountered during the fiscal year. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. CSO and/or the Caltrans Director may consult the SHPO before taking any such action. 7. Recommendations, with justification, that a Caltrans District or Headquarters-unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. Recommendations for improving the effectiveness of this MOU. B. C. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions, and include FHWA for undertakings where FHWA has retained responsibility for environmental review and compliance. After the first year of this MOUAgreement, the SHPO and CSO shall consult to determine if the reporting period should be modified and determine a new schedule. The reporting period may be modified without requiring amendment of the MOUAgreement. C. D. CSO shall provide notice to the public that the annual report is available for public inspection and ensure that potentially interested members of the public are made aware of its availability and that the public may comment to the signatories on the report. D. The SHPO E. At the request of any other signatory to this Agreement, CSO shall have 45 days following receipt ensure that one or more meetings are held to facilitate review of, and comment on, the report to address questions, issues, or adverse comments. F. In conjunction with the review of the reports prepared by Caltrans pursuant to this stipulation, the signatories and invited signatories may consult to review the overall effectiveness and comment on benefits of the annual report. To facilitate the SHPO's reviewAgreement, CSOdetermine if its requirements are being met, other Caltrans representatives and the SHPO may meet within the 45-day review time frame to discuss the annual report and to address issues, questions or other matters pertinent decide if amendments to the implementation Agreement are warranted, review the reporting format and categories for adequacy, and identify any other actions that may be needed in order to take into account the effects of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation Program on historic properties in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminatedCalifornia.

Review and Reporting. A. CSO shall prepare an annual written report of activities performed under this MOU for its duration, unless (a) Beginning on the signatories agree to amend the reporting schedule. The initial report shall be prepared following completion of the last six months of the first State fiscal year under this MOU and thereafter, annual reports shall be submitted second calendar month after the completion Effective Date and continuing each calendar month thereafter during the Consignment Period, on the 25th calendar day of each full State fiscal year. CSO calendar month in which Consignee remits the Net Sales Revenue to Consignor, (each such date, a "Consignment Report Date"), Consignee shall submit provide to Consignor and Agent a report in substantially the annual reports form described in Schedule 6.1(a) hereto (a "Consignment Report") relating to the SHPO calendar month immediately preceding the Consignment Report Date. Consignor and Agent shall have the right to inspect the Consigned Inventory and all books and records relating to the Consigned Inventory from time to time, during the Consignment Period and during Consignee's normal business hours, such inspections to be solely at the expense of Consignor or Agent, as applicable, and conducted so as not to unreasonably disrupt the operations of Consignee and its Affiliates. (b) Consignee shall periodically review with Consignor, Consignee's standard operating procedures for the disassembly, repair, maintenance, overhaul, refurbishment and modification of Consigned Inventory, and any proposed modifications or amendments thereto. (c) (i) Consignor shall review the Consignment Reports and, no later than three (3) months following the end of the State fiscal year. At a minimumten Business Days after receiving each Consignment Report, this annual report shall include: 1. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. An assessment indicating how effective and useful this MOU has been notify Consignee in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. A discussion writing of any problems objections to such Consignment Report, specifying in reasonable detail the grounds for such objection (the "Objection"). Consignee shall no later than five Business Days after receipt by it of any Objection, by written notice to Consignor accept or unexpected issues encountered during reject such Objection, specifying in reasonable detail the fiscal yeargrounds for any rejection thereof. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. CSO and/or the Caltrans Director may consult the SHPO before taking If Consignee accepts any such action. 7. Recommendations, with justification, that a Caltrans District or Headquarters-unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. Recommendations for improving the effectiveness of this MOU. B. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions. After the first year of this MOUObjection, the SHPO Consignment Report shall be revised accordingly and CSO shall consult reissued, and the amount payable to determine if Consignor hereunder in respect of the reporting period should to which such Consignment Report relates shall also be modified adjusted accordingly. Consignee shall promptly pay Consignor such additional amount as shall be required to be paid to Consignor as a result of such adjustment. If Consignee rejects any Objection, the parties shall meet within five Business Days after Consignee notifies Consignor of such rejection to discuss and determine a new scheduleresolve any such Objection. (ii) if the parties fail to reach agreement on the resolution of an Objection at such meeting, or at any mutually agreed upon postponement or adjournment thereof, Consignor may at its option, by written notice delivered to Consignee within five Business Days following the date of such meeting or postponement or adjournment thereof, either (A) withdraw such Objection (in which case no adjustments in respect of such withdrawn Objections shall be made to such report), or (B) pursue the Objection by requiring the Consignment Report to which the Objection relates to be examined and verified by the Independent Accountants which shall review and resolve the Objection. Consignee and Consignor shall cooperate fully with such accountants and shall provide 17 <PAGE> such accountants (if reasonably necessary to resolve the Objection) such records, invoices, accounts, documents and other information relating to this Agreement and the Consigned Inventory as such accountants shall request in connection with their examination and verification of such Consignment Reports. Consignee shall provide such accountants all information available to it related to the Consigned Inventory and reasonably necessary to allow such accountants to verify, if and to the extent applicable to the Objection, the following with respect to the period to which the Objection relates: (A) the frequency of sales and exchanges of Consigned Inventory and (B) that the Labor Costs and Material Costs assessed as Reimbursable Expenses are accurately reflected in the Consignment Reports. The criteria set forth in the foregoing clauses (A) and (B) are hereinafter referred to as the "Accounting Criteria." The accountants shall review the Accounting Criteria taking into account Consignee's commercially reasonable business discretion, operational capabilities and contract commitments. The resolution of the Objection and the results of the calculations performed by the Independent Accountants shall be accepted by Consignee and Consignor as final, nonappealable and conclusive for the purpose of determining all amounts payable under this Agreement in respect of all Consigned Inventory sold or exchanged or deemed sold or exchanged during the reporting period may be modified without requiring amendment subject to the Objection. Consignee and Consignor each agree that they shall, within five Business Days following their respective receipt of the MOU. C. CSO final report by such Independent Accountants, make such payments, if any, as shall provide notice be required to be made by them, as the public that the annual report is available for public inspection and ensure that potentially interested members case may be, as a result of the public are made aware of its availability and that the public may comment to the signatories on the such final report. D. The SHPO shall have 45 days following receipt to review and comment on the annual report. To facilitate the SHPO's review, CSO, other Caltrans representatives and the SHPO may meet within the 45-day review time frame to discuss the annual report and to address issues, questions or other matters pertinent to the implementation of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminated.

Review and Reporting. A. CSO shall prepare an annual written report of activities performed under this MOU for its duration, unless (a) On the signatories agree to amend the reporting schedule. The initial report shall be prepared 25th calendar day following completion of the last six months of the first State fiscal year under this MOU and thereafter, annual reports shall be submitted after the completion day of each full State fiscal year. CSO calendar month (such date, a "Consignment Report Date"), KIAC shall submit provide to Sellers and Agent a report in substantially the annual reports form described in Schedule 1 hereto (a "Consignment Report") relating to the SHPO calendar month immediately preceding the Consignment Report Date. Each of Sellers and Agent shall have the right to inspect the Consigned Inventory and all records relating to the Consigned Inventory from time to time during the Consignment Period and during KIAC's normal business hours, such inspections to be solely at the expense of Sellers or Agent, as applicable, and conducted so as not to unreasonably disrupt the operations of KIAC and its Affiliates. (b) KIAC shall periodically review with Sellers KIAC's standard operating procedures for the disassembly, repair, maintenance, overhaul, refurbishment and modification of Consigned Inventory, and any proposed modifications or amendments thereto. (i) Sellers shall review the Consignment Reports and, no later than three (3) months following the end of the State fiscal year. At a minimumten Business Days after receiving each Consignment Report, this annual report shall include: 1. Results of all inventory activity undertaken pursuant to Stipulation VIII of this MOU. 2. A narrative that lists the actions or projects carried out on historical resources and that describes the effects of such actions or projects on historical resources. 3. An assessment indicating how well Caltrans has been able to comply with the terms of this MOU. 4. An assessment indicating how effective and useful this MOU has been notify KIAC in assisting Caltrans to administer its historical resource stewardship responsibilities. 5. An assessment indicating how effective and useful this MOU has been in facilitating and expediting Caltrans' project planning and implementation schedules. 6. A discussion writing of any problems objections to such Consignment Report, specifying in reasonable detail the grounds for such objection (the "Objection"). KIAC shall no later than five Business Days after receipt by it of any Objection, by written notice to Sellers accept or unexpected issues encountered during reject such Objection, specifying in reasonable detail the fiscal yeargrounds for any rejection thereof. This may include a recommendation that participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans is continued with provisions or that such participation is suspended for a specified time period. The recommendation shall indicate the duration of provisional or suspended status. CSO may recommend to the Caltrans Director that a Caltrans District or Headquarters-unit be suspended from participation in this MOU based on review of the annual report. CSO and/or the Caltrans Director may consult the SHPO before taking If KIAC accepts any such action. 7. Recommendations, with justification, that a Caltrans District or Headquarters-unit with provisional status be restored to full participation or that a suspended Caltrans District or Headquarters-unit be restored to provisional or full participating status. 8. Recommendations for improving the effectiveness of this MOU. B. In accordance with Stipulation X.B.1, CSO shall provide a quarterly report to the SHPO summarizing findings of No Adverse Effect with Standard Conditions. After the first year of this MOUObjection, the SHPO Consignment Report shall be revised accordingly and CSO shall consult reissued, and the amount payable to determine if Sellers hereunder in respect of the reporting period should to which such Consignment Report relates shall also be modified adjusted accordingly. KIAC shall promptly pay Sellers such additional amount as shall be required to be paid to Sellers as a result of such adjustment. If KIAC rejects any Objection, the parties shall meet within five Business Days after KIAC notifies Sellers of such rejection to discuss and determine resolve any such Objection. (ii) If the parties fail to reach agreement a new scheduleresolution of an Objection at such meeting, or at any mutually agreed upon postponement or adjournment thereof, Sellers may at their option, by written notice delivered to KIAC within five Business Days following the date of such meeting or postponement or adjournment thereof, either (A) withdraw such Objection (in which case no adjustments in respect of such withdrawn Objections shall be made to such report), or (B) pursue the Objection by requiring the Consignment Report to which the Objection relates to be examined and verified by the Independent Accountants which shall review and resolve the Objection. KIAC and Sellers shall cooperate fully with such accountants and shall provide such accountants (if reasonably necessary to resolve the Objection) such records, invoices, accounts, documents and other information relating to Article VI hereof and the Consigned Inventory as such accountants shall request in connection with their examination and verification of such Consignment Reports. KIAC shall provide such accountants all information available to it related to the Consigned Inventory and reasonably necessary to allow such accountants to verify, if and to the extent applicable to the Objection, the following with respect to the period to which the Objection relates: (A) the frequency of sales, leases and exchanges of Consigned Inventory and (B) that the Labor Costs and Material Costs assessed as Reimbursable Expenses are accurately reflected in the Consignment Reports. The criteria set forth in the foregoing clauses (A) and (B) are hereinafter referred to as the "Accounting Criteria". The accountants shall review the Accounting Criteria taking into account KIAC's commercially reasonable business discretion, operational capabilities and contract commitments. The resolution of the Objection and the results of the calculations performed by the Independent Accountants shall be accepted by KIAC and Sellers as final, nonappealable and conclusive for the purpose of determining all amounts payable under Article VI hereof in respect of all Consigned Inventory sold, leased or exchanged or deemed sold, leased or exchanged during the reporting period may be modified without requiring amendment subject to the Objection. KIAC and Sellers each agree that they shall, within five Business Days following their respective receipt of the MOU. C. CSO final report by such Independent Accountants, make such payments, if any, as shall provide notice be required to be made by them, as the public that the annual report is available for public inspection and ensure that potentially interested members case may be, as a result of the public are made aware of its availability and that the public may comment to the signatories on the such final report. D. The SHPO (d) If, as a result of the examination and verification by any such Independent Accountants of the Consignment Reports for any period of six consecutive months, KIAC shall have 45 days following receipt be required to review pay Sellers an aggregate amount in excess of 5% of the aggregate amount originally determined by KIAC to be payable to Sellers in respect of the six-month period covered by such Consignment Reports, all fees and comment expenses of the Independent Accountants in connection with such examination and verification shall be paid solely by KIAC; otherwise, such fees and expenses shall be paid solely by Sellers. (e) In addition to any such examination and verification, on or during the annual report30-day period prior to each anniversary of the Closing Date, KIAC, at Sellers' prior written request and cost, shall permit Sellers (jointly) or Agent to verify any of the Accounting Criteria specified by Sellers with respect to the Consigned Inventory during the preceding 12 calendar months, using the same procedures as are specified in Section 6.6(c) hereof. To facilitate the SHPO's reviewKIAC and Sellers shall cooperate fully and KIAC shall provide Sellers on demand with such records, CSOinvoices, accounts, documents and other Caltrans representatives information relating to this Agreement and the SHPO may meet within Consigned Inventory as they shall request in connection with their verification. Any unreconciled differences between the 45-day review time frame Consigned Inventory as reported by KIAC in the Consignment Reports and the Consigned Inventory as determined by Sellers or Agent, as applicable, pursuant to discuss this Section 6.6(e) hereof shall be treated as Events of Loss hereunder. (f) KIAC and Sellers hereby agree that all Consignment Reports and all other information learned and required to be provided by and in any way relating to this Agreement, the annual report Consigned Inventory or any of the transactions contemplated hereby (including, without limitation, during any period that due diligence is being conducted) shall be treated as confidential, shall be used solely for the purpose of performing their respective obligations hereunder and shall not be disclosed to address issuesany third party, questions except to prospective successors and permitted transferees of KIAC or Sellers, or the counsel, accountants, lenders, insurance brokers or other matters pertinent agents of KIAC, Sellers or the aforementioned transferees who agree in advance, in writing, to keep such information confidential unless such information is required to be disclosed by Law, and then only to the implementation of this MOU. Based upon such consultation, Caltrans and the SHPO will determine whether this MOU should be continued, amended or terminated or whether the participation in this MOU by a Caltrans District or Headquarters-unit of Caltrans should be continued with provisions, suspended or terminatedextent so required.