Agmt13 BAAQMD Bay Area Air Quality Management District Mid Point Cal Train Shuttle

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� BAAQMD FYE 2013 TFCA Funding Agreement 6) The Project Sponsor must submit the Final Invoice for payment no later than thirty (30) days after the deadline to submit the Final Report, the requirements and deadline for which are set forth in Attachment C. The Air District will not process the Final Invoice submitted by the Project Sponsor until the Air District accepts the Final Report. 7) The Project Sponsor shall allow the Air District or its authorized representatives to conduct audits of the Project records at all times during the Term of this Agreement. The Project Sponsor shall cooperate with such audits and shall make available to the Air District all records relating to Project performance and expenses incurred in the implementation of the Project. The Project Sponsor shall allow the Air District or its authorized representatives to inspect the Project at all times during the Project Useful Life. The Project Sponsor shall cooperate with such inspections; the Air District makes reasonable efforts to conduct such inspections during normal business hours of the Project Sponsor. 8) The Project Sponsor shall prepare and maintain all necessary Project Records to document Project activities and performance, including invoicing documentation set forth in Section II.S, documentation to support the Project reporting requirements set forth in Attachment C, and insurance documentation set forth in Attachment D (all of which comprise "Project Records"). Project Records shall also include documentation that verifies compliance with the requirements set forth in Section II.11 below. The Project Sponsor shall keep Project Records in one central location during the Term of this Agreement. The Project Sponsor shall submit the following , reports to the Air District by the due dates specified in Attachment C: a. Semi-annual Report(s), and b. Final Report. 9) The Project Sponsor shall monitor the operational status of the Project for the Project Useful Life. The Project Sponsor shall notify the Air District in writing of any change in operational status of any portion of the Project within thirty (30) calendar days of its occurrence. For purposes of this Agreement, a "change in operational status" occurs whenever any portion of the Project is removed from active service, relocated outside the boundaries of the Air District, rendered inoperable, sold, or transferred to another entity, before full completion of the Project Useful Life. For service-based projects, a "change in operational status" occurs whenever there is a change in service level, routing, vehicle type, or vehicle uses. Failure to provide the required written notice of a change in operational status is a breach of this Agreement. If the Project Sponsor intends to make a change to the project the Project Sponsor may seek a modification of this Agreement in advance to allow for a change pursuant to Section IV.3. The Project Sponsor may not make any changes without the prior approval of the Air District. Failure to obtain prior approval is a breach of this Agreement. 10) The Project Sponsor will maintain the portions of the Project funded under this Agreement according to the manufacturer's specifications for the Project Useful Life, except for advanced vehicle technology demonstration projects, as specified in Special Conditions, Atfachment A. 11) The Project Sponsor shall acknowledge the Air District as a Project funding source at all times during the Project Useful Life. The Project Sponsor shall use, and require any third party that implements the Project to use the Air District's approved logo for the Project. The required documentation and materials are specified in Attachment C. 12) The Project Sponsor shall obtain and maintain throughout the Term of this Ageement the insurance coverage specified in Attachment D, "Insurance Requirements," and shall comply with all insurance requirements set forth therein, including the provision of documentation of said TFCA Regional Fund Project 12R07 Page 3