Agmt23 San Mateo County Transportation Authority

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REV: 02-02-23 JB San Mateo County Transportation Authority/City of Redwood City Redwood City TMA Feasibility and Implementation Study Project 19189496.2 obligation to reimburse Scope of Work Costs to Sponsor as provided in this section is conditioned upon the TA’s prompt receipt of monthly progress reports from Sponsor pursuant to Section 1.4 above. d) 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 and williamsj@samtrans.com SECTION 3: Term 3.1 Term. The term of this Agreement will commence on 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 as well as all reasonable costs and expenses incurred to effect such termination 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 as well as all reasonable costs and expenses incurred to effect such termination, 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 Sponsor will be in default and the TA may terminate this agreement. If Sponsor ATTY/AGR.2023.017/SMCTA (RWC TMA STUDY_ACRTDM 2022) (Page 6 of 18)