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Agreement except that, Consultant shall not be liable for any costs exceeding the amount of total compensation payable under this Agreement to Consultant by the City, as identified in Exhibit B. c. If the Federal Transit Administration does not fully fund the Project, or if after commencement of said Project, funding is terminated by FTA or OCTA, City may terminate this Agreement immediately. Upon termination, City shall pay Consultant as set forth in Section 15. a., above. 16. AUDIT AND INSPECTION OF RECORDS Consultant shall provide City, the Orange County Transportation Authority, the U. S. Department of Transportation (DOT), the Comptroller General of the United States or other agents of the City, such access to Consultant's accounting books, records, payroll documents and facilities of the Consultant which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. Consultant shall maintain such books, records, data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during Consultant's performance hereunder and for a period of four (4) years from the date of final payment by City. Consultant shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. 17. FORCE MAJEURE Either party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the party not performing. 18. INCORPORATION OF FTA TERMS All contractual provisions required by Department of Transportation (DOT), whether or not expressly set forth in this Agreement, as set forth in Federal Transit Administration (FTA) Circular 4220.1 IF, as amended or promulgated from time to time during the term of this Agreement, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Consultant shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause City to be in violation of the FTA terms and conditions. 19. NO OBLIGATION BY THE FEDERAL GOVERNMENT City and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of this Agreement, absent the