Agmt14 San Mateo County Transportation Authority Measure A Funds

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SECTION 3: Term 3.1 Term. The term of this Agreement will commence on the Execution Date and conclude upon the earliest o£ (a)the TA's final reimbursement to Sponsor for work performed hereunder, (b)termination by Sponsor ar the TA pursuant to this Section 3, or (c) October 3, 2019. 3.2 Snonsor's Ri�ht to Terminate; Repayment upon Terminatiori. Sponsor may at any time terminate the Scope of Work by giving ten(10) days' written notice to the TA of its election to do so. Upon such termination, Sponsor will not be reimbursed for any further Scope of Work Costs and will reimburse the TA for all monies paid by the TA and costs inciured by the TA in connection with the Scope of Work within ninety(90) days of the TA's submission to Sponsor of a detailed statement of such payments and costs. 3.3 Termination by the TA. The TA may terminate this Agreement, with or without cause, by giving ten(10) days' written notice of such termination. If the TA terminates the Agreement for Sponsor's default, Sponsor will reimburse the TA for all funds paid to Sponsor in connection with the Scope of Work, and for all costs incurred by the TA in connection with the Scope of Work, within ninety(90) days of the TA's submission to Sponsor of a detailed statement of such payments and costs. If the TA terminates the Agreement for convenience,the TA is obligated to pay to Sponsor all costs and expenses incurred by Sponsor up to the date of notice of termination, as well as all reasonable costs and expenses incurred to effect such termination. 3.4 Expiration/Suspension of TA's Financial Obligations. Any and all financial obligations of the TA pursuant to this Agreement expire upon the expenditure of TA's maximum contribution to the Scope of Work as established in Section 2.1 above or the conclusion of the Term as defined in Section 3.1,whichever occurs first. The TA reserves the right to suspend its financial obligation,with ten(10) days' advance notice, if Sponsor identifies a risk of not being able to complete the Scope of Work within budget. If Sponsor cannot provide a credible funding plan acceptable to the TA to fund and complete Scope of Work,the TA may terminate this agreement. If Sponsor identifies a risk of not being able to complete the Scope of Work within budget, failure to report such risk to the TA is cause for termination under Section 3.3. 3.5 Time of Performance. The Scope of Work must be completed no later than Apri13, 2019. 3.6 Time E�ension. If the Scope of Work cannot be completed within the Time of Performance as defined in Section 3.5, Sponsor must submit a request in writing to the TA no later than six(6) months before the Time of Performance for an extension for the Time of Performance. The TA will review the request, and grant the extension if it is justified in TA's sole and complete discretion. Costs incurred for the Scope of Work after the Time of Performance are at risk of denial for reimbursement by the TA. The San Mateo Counry Transportation Authority/City of Redwood City Safe Routes to Schools Improvement Project May 28,2014 boilerplate 6670014.1 REV:09-04-14 VR 7 ATTY/AGR/2014.160/SAN MATEO COUNTY TRANSPORTATION AUTHORITY