Agmt08 San Francisco, City and County

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\. including any copies, shall be submitted on recycled paper and printed on double-sided pages, to the maximum extent possible. 4.2 Notification of Defaults or Chanoes in Circumstances. REDWOOD CITY shall notify the UASI Management Team and City immediately of (a) any Event of Default or event that, with the passage of time, would constitute an Event of Default; and (b) any change of circumstances that would cause any of the representations and warranties contained in Article 5 to be false or misleading at any time during the term of this Agreement. 4.3 Books and Records. REDWOOD CITY shall establish and maintain accurate files and records of all aspects of the Grant Plan and the matters funded in whole or in part with Grant Funds during the term of this Agreement. Without limiting the scope of the foregoing, REDWOOD CITY shall establish and maintain accurate financial books and accounting records relating to Authorized Expenditures and to Grant Funds received and expended under this Agreement, together with all invoices, documents, payrolls, time records and other data related to the matters covered by this Agreement, whether funded in whole or in part with Grant Funds. REDWOOD CITY shall maintain all of the files, records, books, invoices, documents, payrolls and other data required to be maintained under this Section in a readily accessible location and condition for a period of not less than five (5) years after final disbursement under this Agreement or until any final audit has been fully completed, whichever is later. 4.4 Inspection and Audit. REDWOOD CITY shall make available to the UASI Management Team and to City, and to UASI Management Team and City employees and authorized representatives, during regular business hours all of the files, records, books, invoices, documents, payrolls and other data required to be established and maintained by REDWOOO CITY under Section 4.3. REDWOOD CITY shall permit the UASI Management Team and City, and to UASI Management Team and City employees and authorized representatives to inspect, audit, examine and make excerpts and transcripts from any of the foregoing. The rights of the UASI Management Team and City pursuant to this Section shall remain in effect so long as REDWOOD CITY has the obligation to maintain such files, records, books, invoices, documents, payrolls and other data under this Article 4. ARTICLE 5 REPRESENTATIONS AND WARRANTIES REDWOOO CITY represents and warrants each of the following as of the date of this Agreement and at all times throughout the term of this Agreement: 5.1 No Misstatements. No document furnished or to be furnished by REDWOOD CITY to the UASI Management Team or to City in connection with this Agreement, any Reimbursement Request or any other document relating to any of the foregoing, contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement shall have been made. 5.2 Elioibilitv to Receive Federal Funds. By executing this Agreement, REDWOOD CITY certifies that REOWOOD CITY is not suspended, debarred or otherwise excluded from participation in federal assistance programs. REDWOOD CITY acknowledges that this certification of eligibility to receive federal funds is a material term of the Agreement. UASI FY08 - Redwood City Page 7 of 18 OCTOBER 23, 2008