Agmt18 San Mateo County Transportation Authority Measure A Funds for Ferry Program

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section is conditioned upon the TA's prompt receipt of quarterly progress reports from Sponsor pursuant to Section 1.4 above. d) The TA will reimburse Sponsor directly for its invoiced eligible costs incurred for performance of the Scope of Work. e) Invoices may be submitted, no more frequently than once a quarter, by mail to: Accounts Payable San Mateo County Transportation Authority 1250 San Carlos Avenue San Carlos, CA 94070 Or by e-mail to: accountspayable@samtrans.com SECTION 3: Term 3.1 Term. The term of this Agreement will commence upon the Execution Date and conclude upon the earliest of: (a) the TA's final reimbursement to Sponsor for work performed hereunder, (b) termination by Sponsor or the TA pursuant to this Section 3, or (c) two (2) years and six (6) months after the Execution Date of this Agreement. 3.2 Sponsor's Right to Terminate: Repayment upon Termination. 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 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. 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 temfinates 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 shall 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 defried 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 REV: 08-31-18 PR San Mateo County Transportation Authority/City of Redwood City Redwood City Fury Project Page 5 of 18 14740234.2