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MTC/City of San Leandro <br />San Leandro LINKS Shuttle <br />LIFT Funding Agreement /Page 4 <br />payment for costs incurred up through the effective date of termination, up to the maximum <br />amount payable for the quarter in which the Agreement is terminated. If RECIPIENT fails to <br />perform as specified in this Agreement, MTC may terminate this Agreement for cause by written <br />notice and RECIPIENT will be entitled only to costs incurred up through the effective date of <br />termination for services acceptable to MTC, not to exceed the maximum amount payable for the <br />quarter in which the Agreement is terminated. <br />10. INDEMNIFICATION <br />RECIPIENT shall indemnify, defend, and hold harmless MTC, its Commissioners, <br />representatives, agents and employees from and against all claims, injury, suits, demands, <br />liability, losses, damages and expenses, whether direct or indirect (including any and all costs <br />and expenses in connection therewith), incurred by reason of any act or failure to act of <br />RECIPIENT, its officers, directors, employees, agents, or contractors or any of them in <br />connection with this Agreement. <br />11. RECORDS AND AUDITS <br />RECII'IENT shall retain all documents, working papers, records, accounts and other <br />materials relating to its performance under this Agreement for four years following the fiscal <br />year of the last expenditure under this Agreement, and MTC and its authorized representatives <br />may inspect and audit such records during that period of time. <br />12. COMPLIANCE WITH LAWS <br />RECIPIENT shall comply with any and all laws, statutes, ordinances, rules, regulations <br />or requirements of the federal, state, or local government, and any agency thereof, which relate <br />to or in any manner affect the performance of this Agreement. <br />13. AMENDMENTS <br />Any changes in the project activities to be performed under this Agreement shall be <br />incorporated in written amendments, which shall specify the changes in work performed and any <br />adjustments in compensation and schedule. All amendments shall be executed by the MTC <br />Executive Director or a designated representative and the RECIPIENT. No claim for additional <br />