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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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