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violates any provision(s) of this Agreement and does not cure such breach or violation within ten <br /> (10) calendar days after written notice thereof by City. Consultant shall be liable for any and all ~ <br /> reasonable costs incurred by City as a result of such default, including but not limited to <br /> reprocurement costs of the same or similar services defaulted by Consultant under this <br /> Agreement except that, Consultant shall not be liable for any costs exceeding the amount of total ' <br /> compensation payable under this Agreement to Consultant by the City, as identified in Exhibit B. <br /> 16. AUDIT AND INSPECTION OF RECORDS <br /> Consultant shall provide City, the Orange County Transportation Authority, the U. S. III <br /> Department of Transportation (DOT), the Comptroller General of the United States or other agents <br /> of the City, such access to Consultant's accounting books, records, payroll documents and facilities <br /> of the Consultant which are directly pertinent to this Agreement for the purposes of examining, <br /> auditing and inspecting all accounting books, records, work data, documents and activities related <br /> hereto. Consultant shall maintain such books, records, data and documents in accordance with <br /> generally accepted accounting principles and shall clearly identify and make such items readily <br /> accessible to such parties during Consultant's performance hereunder and for a period of four (4) <br /> years from the date of final payment by City. Consultant shall permit any of the foregoing parties to <br /> reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably <br /> necessary. <br /> 17. FORCE MAJEURE <br /> Either party shall be excused from performing its obligations under this Agreement <br /> during the time and to the extent that it is prevented from performing by an unforeseeable cause <br /> beyond its control, including but not limited to: any incidence of fire, flood; acts of God; <br /> commandeering of material, products, plants or facilities by the federal, state or local <br /> government; national fuel shortage; or a material act or omission by the other party; when <br /> satisfactory evidence of such cause is presented to the other party, and provided further that such <br /> nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of <br /> the party not performing. <br /> 18. INCORPORATION OF FTA TERMS <br /> All contractual provisions required by Department of Transportation (DOT), whether or not <br /> expressly set forth in this Agreement, as set forth in Federal Transit Administration (FTA) Circular <br /> 4220.1 F, as amended or promulgated from time to time during the term of this Agreement, are <br /> hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA <br /> mandated terms shall be deemed to control in the event of a conflict with other provisions contained <br /> in this Agreement. Consultant shall not perform any act, fail to perform any act, or refuse to comply <br /> with any requests, which would cause City to be in violation of the FTA terms and conditions. <br /> 19. NO OBLIGATION BY THE FEDERAL GOVERNMENT <br /> City and Consultant acknowledge and agree that, notwithstanding any concurrence by the <br /> <br /> Federal Government in or approval of the solicitation or award of this Agreement, absent the <br /> <br /> express written consent by the Federal Government, the Federal Government is not a party to this <br /> 8 <br /> 25A-12 <br /> <br />