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SECTION 2: Funding and Payment 2.1 Funding Commitment. The TA allocates to Sponsor up to $360,000 for reimbursement of expenditures related to the Scope of Work (Scope of Work Costs) as provided in this Section 2. Sponsor will contribute, or provide for the contribution of, the entire amount in excess of $360,000 needed to complete the Scope of Work and must provide at least 87% of the Scope of Work Costs. The TA's funding commitment under this Agreement in no way establishes a right for Sponsor to receive additional funding from the TA. All funding obligations of the TA under this Agreement are subject to downward adjustment based on actual sales tax receipts for the fiscal years indicated. Sponsor will assess and confirm its ability to complete the Scope of Work within budget as part of the quarterly reporting requirements established in Section 1.4, above. Sponsor must further notify the TA between reporting cycles if Sponsor determines that the budget will not be sufficient to complete the Scope of Work. The TA reserves the right to suspend its funding obligation as set forth in Section 3.4 of this Agreement upon such notice, and until Sponsor develops a credible funding plan acceptable to the TA to fund and complete the Scope of Work. 2.2 Use of Funds. Sponsor will use Measure W Funds only for direct eligible costs to complete the Scope of Work. Sponsor agrees to use Measure W Funds to supplement existing revenue. Sponsor will not use Measure W Funds to replace other local taxes or revenues already programmed and available for use for the same purpose. If the TA determines that Sponsor has used Measure W Funds other than for the approved Scope of Work, the TA will notify Sponsor of its determination. Within thirty (30) days of receipt of notification, Sponsor will either (a) repay such funds to the TA, or (b) explain in writing how the funds in question were spent for the approved Scope of Work. The TA will respond to Sponsor's written explanation within thirty (30) days of receipt. Unless otherwise stated in the response, the TA's response will be final, and Sponsor will repay any funds used other than for the approved Scope of Work within thirty (30) days. 2.3 Reimbursement Basis. Sponsor may seek pro rata reimbursement for Scope of Work Costs incurred on or after the Execution Date. Scope of Work Costs must be incurred and paid by Sponsor prior to requesting pro rata reimbursement from the TA. Sufficient documentation must accompany all requests for pro rata reimbursement, including the submittal of all due quarterly progress reports. 2.4 Accounting; and Request for Reimbursement Procedures. Sponsor, in coordination with and to the satisfaction of the TA, will establish procedures for Scope of Work accounting and requests for reimbursement. These procedures will track and reflect the accumulation of the TA's pro rata share of Scope of Work Costs. Sponsor will detail the TA's pro rata share of Scope of Work Costs for all work funded under this Agreement with each "Reimbursement Claim Form," which is attached to this Agreement as Exhibit D and incorporated herein. Sponsor will maintain all necessary books and records in accordance with generally accepted accounting principles. 2.5 Invoices, Payments. REV: 06-18-2021 SK ATTY/AGR.2021.145/San Mateo County Transportation Authority (Page 4 of 18) 17293493.1