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Alameda CTC agreement No.A23-0049 Project No. 157800 2. PROJF?CT SPONSOR shall perform the necessary work associated with the PROJECT required to implement PROJECT as described in Appendix A: Project Control Information. 3. PROJECT SPONSOR shall inform AIAMFD.\CTC in writing of any changes to the information contained in Appendix A:Project Control Information as soon as PROJECTSPONSOR becomes aware of such changes.Per Section III.2,any change that requires an amendment to this AGREEMENT must be approved by AL..\MEDA CTC prior to PROJECTSPONSOR implementing the change. 4. PROJECT SPONSOR shall commit to the timing of AE.:\MRD.\CTC ADMINISTERED FUNDS as described in Appendix B:Alameda CTC Administered Funds Obligated by this Agreement. 5. PROJECT SPONSOR shall expend ALAMEDA CTC ADMINISTERED FUNDS received under this AGRI?RMRNT in accordance with all applicable provisions of law and shall return to AIAMED,\CTC all funds that are not expended in accordance with all applicable provisions of law. 6. PROJECT SPONSOR shall be responsible for costs in excess of the total funding obligations shown in Appendix A:Project Control Information.Costs in excess of the total funding obligations will not be reimbursed with AI.AMRD,\CTC ADMINISTE -0 FUNDS unless this AGREEMENT is amended in writing or the parties execute a separate agreement for a subsequent phase of the PROJECT. 7. PROJECT SPONSOR shall return to ALAMEDA CTC,on a pro-rated basis, funds realized from the sale of any vehicle(s)purchased with ALAMEDA CTC ADMINISTERED FUNDS,if the sale of the vehicle(s) is completed prior to the last day of the last year listed as the PROJECT'S"Years of Effectiveness"as identified in either Appendix A:Project Control Information or Appendix G:Transportation Fund for Clean Air Policies and Requirements,as applicable.The amount of sale proceeds required to be returned to AE.AMEDA CTC shall be proportional to the percentage of ALAMEDA CTC ADMINISTERED FUNDS originally used to purchase the vehicle(s). 8. PROJECT SPONSOR staff costs for any local agency which receives DID funding shall not be eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS allocated to the PROJECT unless staff costs are specifically identified as eligible in Appendix A:Project Control Information.Staff costs included in Appendix A are limited to project implementation costs. Staff costs related to the administration of this AGREEMENT including preparation of requests for reimbursement or progress reports are ineligible for reimbursement. PROJECT SPONSOR staff costs funded by other sources can be included in the total cost for the purpose of meeting the cost and risk sharing provisions of this AGREEMENT. 9. PROJECT SPONSOR staff costs eligible for reimbursement may include the individual's actual hourly wage plus a fringe benefit rate,as approved by a cognizant agency or an independent auditor,of up to a maximum of 70%of the hourly wage.Staff costs also may include direct costs including contracted services, such as legal counsel,that are considered an extension of the PROJECT SPONSOR'S staff 10. PROJECT SPONSOR overhead,or"indirect,"costs are not eligible for reimbursement from Ai,AMEDA CTC ADMINISTEREID FUNDS obligated by this AGREEMENT,and shall not be included in the total eligible PROJECT cost calculations used to determine the ALAMEDA CTC ADMINISTERED FUNDS share of such total eligible PROD ECT costs. Page 4 of 16