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MTC/City of San Leandro <br />Master Funding Agreement for FY 2021-22 to FY 2030-31 <br />Page 4 <br /> <br /> <br /> <br />8.0 TERMINATION <br /> Either party may terminate this Agreement, in whole or in part, at any time upon ninety (90) <br />days’ written notice. In this event, AGENCY shall submit a requisition to MTC for an amount <br />representing the actual cost of services performed up to the effective date of termination for which <br />AGENCY has not been previously reimbursed. In no event shall the maximum expenditure allowed <br />under this Agreement, as it may be adjusted by a written amendment signed by both parties, be <br />exceeded. Upon payment of the amount found due, MTC shall be under no further obligation to <br />AGENCY, monetarily or otherwise. <br /> <br />9.0 USE OF THIRD PARTY CONTRACTS <br /> AGENCY may subcontract or subvene funds to local agencies, consultants or contractors for <br />performance of portions of the work required under this Agreement, without the prior written consent of <br />MTC, provided AGENCY complies with any other applicable requirements of this Agreement and the <br />applicable Supplement hereto, and applicable federal and state requirements. <br /> <br />10.0 INDEMNIFICATION <br /> AGENCY shall indemnify, defend, and hold harmless MTC, its Commissioners, representatives, <br />agents and employees from and against all claims, injury, suits, demands, liability, losses, damages and <br />expenses, whether direct or indirect (including any and all costs and expenses in connection therewith), <br />incurred by reason of any act or failure to act of AGENCY, its officers, employees or agents, or <br />subconsultants or any of them in connection with this Agreement. <br /> <br />11.0 LAWS AND REGULATIONS <br /> AGENCY shall comply with any and all laws, statutes, ordinances, rules, regulations or <br />requirements of the federal, state and/or a local government, and of any agency thereof, including but <br />not limited to the California Department of Transportation (Caltrans) Local Assistance Procedures <br />Manual, as they exist at the time of execution of the Agreement and as they may be amended in the <br />future, which relate to or in any manner affect the performance of this Agreement and any Supplements. <br /> <br />12.0 RECORDS <br /> AGENCY agrees to establish and maintain an accounting system conforming to generally <br />accepted accounting principles (GAAP) that is adequate to accumulate and segregate reasonable, <br />allowable, and allocable project costs. AGENCY further agrees to keep all records pertaining to the <br />Project(s) being funded for audit purposes for a minimum of: (a) three (3) years following final payment <br />377