SOUTHERN CA ASSOCIATION OF GOV'T (SCAG)

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MOU No.:M-011-18-00 SCAG Project/OWP No.:275-4823.01 b. Any costs for which the CITY receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, Caltrans or other State or Federal authorities to be unallowable under, but not limited to, Title 2, CFR, part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are to be repaid by the CITY within thirty (30) calendar days of the CITY receiving notice of audit findings and a written demand for reimbursement from SCAG. Should the CITY fail to reimburse unallowable costs due SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold future payments due to the CITY. 8. Electronic Version of Work Products a. For purposes of this Agreement, "Work Products" shall mean any deliverables, including reports, data files, newsletters or any other written or electronic materials provided pursuant to the Scope of Work described in Exhibit A. b. CITY shall submit one (1) electronic copy of all completed deliverables associated with the Project to the assigned SCAG Project Manager. c. SCAG shall reserve a royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and authorize others to use deliverables and other work products related to the Project and developed as part of this MOU; provided, however, that any reproduction, publishing, reuse or authorization of reuse by others of deliverables and other work products without written verification by CITY will be at SCAG's sole risk and without liability or legal exposure to CITY. Such written verification by CITY shall not be unreasonably denied and shall be provided by CITY within ten calendar days of SCAG's request therefor. d. Subject to the California Public Records Act, all deliverables and related materials related to the Project shall be held confidential by Consultant. Nothing furnished to CITY or SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. CITY shall also safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure, as CITY treats its confidential information, but in no case less than reasonable care. 9. MOU Changes a. No alteration or deviation of the terms of this MOU shall be valid unless made in writing and properly executed by both parties. b. Either Party may request, at any time, amendments to this MOU and will notify the other party regarding such changes. Within ten (10) calendar days from the date of the written notice, the requesting Party shall notify the other Party of the impact of such changes on the Scope of Work, schedule, and budget. Upon agreement between the Parties as to the required changes, an amendment to this MOU shall be prepared regarding the same. If the Parties are unable to reach an agreement regarding the changes requested by SCAG, the Parties may terminate this MOU in accordance with the provisions set forth in Section 19(a) of this MOU. May 9, 2018 Page 7