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MTC/City of San Leandro <br />Bay Fair BART Transit Village Transit -Oriented Development Specific Plan <br />ATTACHMENT C <br />TERMS AND CONDITIONS <br />FUNDING <br />Funding from DOT shall be contingent upon approval by the Federal Highway Administration <br />(FHWA) of MTC's Overall Work Program ("OWP"). Shall DOT amend the OWP after the effective <br />date of this Agreement to reduce the amount of available STP funds, MTC shall reduce RECIPIENT's <br />share of STP funds proportionately and shall, after consultation with the RECIPIENT, amend the Scope <br />of Work as necessary to reflect the reduced level of funding. <br />2. AMENDMENTS <br />Any changes in the activities to be performed under this Agreement shall be incorporated in <br />written amendments, which shall specify the changes in work performed and any adjustments in <br />compensation and schedule. All amendments shall be executed by the MTC Executive Director or a <br />designated representative and RECIPIENT. No claim for additional compensation or extension of time <br />shall be recognized unless contained in a duly executed amendment. <br />TERMINATION <br />MTC may terminate this Agreement without cause upon ten (10) days prior written notice. If <br />MTC terminates this Agreement without cause, RECIPIENT shall be entitled to payment for costs <br />incurred for incomplete deliverables, up to the maximum amount payable for each deliverable. If <br />RECIPIENT fails to perform as specified in this Agreement, MTC may terminate this Agreement for <br />cause by written notice and RECIPIENT shall be entitled only to costs incurred for work product <br />acceptable to MTC, not to exceed the maximum amount payable under this Agreement for such work <br />product. <br />4. RETENTION OF RECORDS <br />RECIPIENT agrees to establish and maintain an accounting system confirming to GAAP that is <br />adequate to accumulate and segregate reasonable, allowable, and allocable project costs. <br />RECIPIENT further agrees to keep all records pertaining to the project being funded for audit <br />purposes for a minimum of three (3) years following final payment to RECIPIENT or four (4) years <br />following the fiscal year of the last expenditure under this Agreement, whichever is longer, in <br />accordance with generally accepted accounting principles. Copies of RECIPIENT audits, if any, <br />performed during the course of Project development and at Project completion shall be forwarded to <br />MTC no later than one hundred eighty (180) days after fiscal year end close. <br />5. AUDITS <br />RECIPIENT agrees to grant MTC, or any agency that provides MTC with funds for the Project, <br />including but not limited to, the U.S. Department of Transportation, FHWA, the Comptroller General of <br />the United States, the State, and their authorized representatives access to RECIPIENT's books and <br />records for the purpose of verifying that funds are properly accounted for and proceeds are expended in <br />accordance with the terms of this Agreement. All documents shall be available for inspection during <br />normal business hours at any time while the Project is underway and for the retention period specified in <br />Article 4. <br />RECIPIENT further agrees to include in all its third -party contracts hereunder a provision to the <br />effect that the contractor agrees that MTC, the U.S. Department of Transportation, FHWA, the <br />