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Exhibit B—Flow-Down Provisions
<br /> Cooperative Agreement No. C-3-3087
<br /> who may be otherwise qualified to perform the work or services but may not carry the same
<br /> insurance limits as required of Sub-Recipient under this MOU given the limited scope of work
<br /> or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all
<br /> agreements with Consultant(s) will be submitted to SCAG for review.
<br /> 14. Indemnification
<br /> Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers,
<br /> employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or
<br /> actions including attorneys' fees, brought forth or arising under any theories or assertions of
<br /> liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such
<br /> obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits
<br /> or actions that arise from SCAG's willful misconduct.
<br /> 18. Records Retention
<br /> a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records
<br /> connected with the Projects, all procurements related to the Projects, all work performed under
<br /> this MOU, and evidence demonstrating the funding was used for the appropriate purposes for
<br /> a minimum of five (5) years after December 31, 2026. Wherever practicable, such records
<br /> should be collected, transmitted, and stored in open and machine-readable formats.
<br /> b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been
<br /> started before the expiration of the required record retention period,all records shall be retained
<br /> by Sub-Recipient and its Consultant(s) for five(5) years after: (a) the conclusion or resolution
<br /> of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or(c)
<br /> December 31, 2026, whichever is later.
<br /> 19. Monitoring and Audits
<br /> a. SCAG may monitor expenditures and activities of Sub-Recipient and its Consultant(s) as
<br /> SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0
<br /> Guidelines and the Program Guidelines.
<br /> b. At any time during the term of this MOU, SCAG, HCD, the California Department of General
<br /> Services, the California Bureau of State Audits, or their designated representatives may
<br /> perform or cause to be performed a financial audit of any and all phases of the Projects. At
<br /> their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an
<br /> independent certified public accountant.
<br /> c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the
<br /> California Bureau of State Audits, or their designated representatives shall have the right to
<br /> review, obtain, and copy all records and supporting documentation related to the performance
<br /> of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall
<br /> be made and furnished to SCAG upon request at no cost to SCAG.
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