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DocuSign Envelope ID:3EC52891-FE1A-4181-9C9B-6ADF674328A7 MTC/City of Pleasanton Innovative Deployments to Enhance Arterials(IDEA)Category 1 Page 8 ATTACHMENT C TERMS AND CONDITIONS 1. AMENDMENTS Any changes in the activities to be performed under this Agreement shall be incorporated in written amendments,which shall specify the changes in work performed and any adjustments in compensation and schedule. All amendments shall be executed by the MTC Executive Director or a designated representative and Recipient. No claim for additional compensation or extension of time shall be recognized unless contained in a duly executed amendment. 2. TERMINATION MTC may terminate this Agreement without cause upon ten(10)days prior written notice. If MTC terminates this Agreement without cause,Recipient will be entitled to payment for costs incurred for incomplete deliverables, up to the maximum amount payable for each deliverable. If Recipient fails to perform as specified in this Agreement,MTC may terminate this Agreement for cause by written notice and Recipient will be entitled only to costs incurred for work product acceptable to MTC,not to exceed the maximum amount payable under this Agreement for such work product. 3. RETENTION OF RECORDS Recipient agrees to keep, in accordance with generally accepted accounting principles, all records pertaining to the project being funded for audit purposes for a minimum of three(3) years following final payment to Recipient or four(4)years following the fiscal year of the last expenditure under this Agreement,whichever is longer. Copies of Recipient audits, if any, performed during the course of Project development and at Project completion shall be forwarded to MTC no later than one hundred eighty(180)days after fiscal year end close. 4. AUDITS Recipient agrees to grant MTC, or any agency that provides MTC with funds for the Project, including but not limited to,the U.S. Department of Transportation,FHWA,the Comptroller General of the United States,the State, and their authorized representatives access to Recipient's books and records for the purpose of verifying that funds are properly accounted for and proceeds are expended in accordance with the terms of this Agreement.All documents shall be available for inspection during normal business hours at any time while the Project is underway and for the retention period specified in Article 3. Recipient further agrees to include in all its third-party contracts hereunder a provision to the effect that the contractor agrees that MTC,the U.S. Department of Transportation,FHWA, the Comptroller General of the United States,the State, or any of their duly authorized representatives shall have access to and the right to examine any directly pertinent books, documents,papers, and records of such subcontractor, during normal business hours, for the term specified above. The term"contract"as used in this clause excludes agreements not exceeding $25,000. 5. LICENSE TO WORK PRODUCTS Recipient hereby grants to MTC an irrevocable, non-exclusive,royalty-free license to use without restriction and share with any person or entity all drawings, designs, specifications, manuals,reports, studies, surveys,models, software, source code and source code