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MTC/City of San Leandro
<br />Master Funding Agreement for FY 2021-22 to FY 2030-31
<br />Page 45
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<br />EXHIBIT B-7
<br />ADDITIONAL TERMS AND CONDITIONS
<br />(REGIONAL DISCRETIONARY FEDERAL FUNDS INCLUDING STP AND CMAQ)
<br />
<br />1. TERMINATION
<br /> Notwithstanding Article 8.0, TERMINATION in the Master Funding Agreement, MTC may
<br />terminate this Agreement without cause upon ten (10) days prior written notice. If MTC terminates this
<br />Agreement without cause, AGENCY shall be entitled to payment for costs incurred for incomplete
<br />deliverables, up to the maximum amount payable for each deliverable. If AGENCY fails to perform as
<br />specified in this Agreement, MTC may terminate this Agreement for cause by written notice and
<br />AGENCY shall be entitled only to costs incurred for work product acceptable to MTC, not to exceed the
<br />maximum amount payable under this Agreement for such work product.
<br />
<br />2. RETENTION OF RECORDS
<br /> AGENCY 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 /> AGENCY 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 AGENCY 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 AGENCY 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.
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<br />3. AUDITS
<br /> Notwithstanding Article 13.0, AUDITS in the Master Funding Agreement, AGENCY agrees to
<br />grant MTC, or any agency that provides MTC with funds for the Project, including but not limited to,
<br />the U.S. Department of Transportation, FHWA, the Comptroller General of the United States, the State,
<br />and their authorized representatives access to AGENCY’s books and records for the purpose of
<br />verifying that funds are properly accounted for and proceeds are expended in accordance with the terms
<br />of this Agreement. All documents shall be available for inspection during normal business hours at any
<br />time while the Project is underway and for the retention period specified in Article 4.
<br /> AGENCY 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 />Comptroller General of the United States, the State, or any of their duly authorized representatives shall
<br />have access to and the right to examine any directly pertinent books, documents, papers, and records of
<br />such subcontractor, during normal business hours, for the term specified above. The term “contract” as
<br />used in this clause excludes agreements not exceeding $25,000.
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<br />4. LICENSE TO WORK PRODUCTS
<br /> AGENCY hereby grants to MTC an irrevocable, non-exclusive, royalty-free license to use
<br />without restriction and share with any person or entity all drawings, designs, specifications, manuals,
<br />reports, studies, surveys, models, software, source code and source code documentation, documentation
<br />or system architecture, and any other documents, materials, data, and products (“Work Products”)
<br />developed, prepared, or assembled by AGENCY or AGENCY’s consultant(s) or its subconsultants
<br />pursuant to this Agreement. MTC may exercise their licenses to Work Products through sublicenses to a
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