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MTC/City of San Leandro <br /> Bay Fair BART Transit Village Specific Plan EIR Funding Agreement <br /> Page 15 <br /> ATTACHMENT C <br /> TERMS AND CONDITIONS <br /> 1. 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 /> 3. 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 />