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ACTIA Bicycle/Pedestrian Countywide Discretionary Fund Program ACTIA No. A07-0012 DRAFT Cycle 3 Grant Funding Agreement C. Project Sponsor will publish, at least annually, an article either in the Project Sponsor's newsletter or in ACTIA's newsletter, highlighting the Project. 12) Project Sponsor will, upon request from ACTIA, render a report or answer any and all inquiries in regard to its receipt, compliance audit findings, and usage of its funds before ACTIA's Governing Board, and the CWC. 13) Project Sponsor will place in the public domain any software, written document, intellectual property, process, technique or product developed with ACTIA funds as part of the Project. SECTION III ACTIA OBLIGATIONS: 1) ACTIA will provide ACTIA funds not to exceed the "Total ACTIA Funds Awarded to Project." ACTIA will make a good faith effort to provide all funds set forth in this Agreement. 2) ACTIA will endeavor to pay undisputed amounts of approved invoices within thirty (30) calendar days of receipt. 3) ACTIA will provide timely notice prior to conducting an audit. 4) ACTIA will provide a copy of its approved ACTIA logo. SECTION IV GENERAL PROVISIONS: 1) Term: This Agreement will remain in effect for twenty-eight (28) months after the Grant Notice to Proceed date listed in Table B-2 in Attachment B, unless terminated as provided below. 2) Termuiation: If the Project Sponsor materially breaches this Agreement, including but not limited to failing to meet the schedule without compelling reason, failing to submit required Progress Reports or deliverables in the time specified by this Agreement, or failing to comply with applicable regulations, ACTIA may either terminate this Agreement or suspend payments to the Project Sponsor until such time as the Sponsor makes reasonable efforts to comply with this Agreement. ACTIA may terminate this Agreement for default upon giving ten (10) days written notice (or such other period of time authorized in writing by ACTIA) of such default to Project Sponsor and Project Sponsor does not cure such default. ACTIA will reimburse Project Sponsor fox qualifying expenditures in full conformance with this Agreement made until the effective date of the termination. 3) Indemnity: Project Sponsor will indemnify and hold harmless ACTIA, its officers, employees, agents, representatives, consultants, and successors-in-interest against any and all claims, suits or actions arising out of an act or omission of the Project Sponsor or its employees, BikePed-Cycle3-A070012-Pleasanton-MasterPlan.doc Page 5 of 18