Agmt25 San Mateo County Transportation Authority Measure W Funds Essential Wheels E-Bike Loaner Program

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San Mateo County Transportation Authority/City of Redwood City/Manzanita Works Essential Wheels E-bike Loaner Program REV: 03-25-25 LF 19303926.3 hereunder, (b) termination by any Co-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 Co-Sponsors' Right to Terminate; Repayment upon Termination. Any Co-Sponsor may at any time terminate the Scope of Work by giving ten (10) days’ written notice to the other Parties of their election to do so. Upon such termination, Non-Profit 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 Non-Profit 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 a Co-Sponsor’s default, such Co-Sponsor will reimburse the TA for all funds paid to such Co-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 Co-Sponsors of a detailed statement of such payments and costs. If the TA terminates for the City default, Non-Profit will also reimburse the TA for all funds paid to the Non-Profit in connection with the Scope of Work. If the TA terminates the Agreement for convenience, the TA is obligated to pay to Co-Sponsors all costs and expenses incurred by Co-Sponsors 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 Co-Sponsors identifies a risk of not being able to complete the Scope of Work within budget. If Co- Sponsors cannot provide a credible funding plan acceptable to the TA to fund and complete Scope of Work, the Co-Sponsors will be in default and the TA may terminate this agreement. If Co-Sponsors identifies a risk of not being able to complete the Scope of Work within budget, failure to report such risk to the TA constitutes default and is cause for termination under Section 3.3. 3.5 Time of Performance. The Scope of Work must be completed no later than two (2) years after the Execution Date of the Agreement. 3.6 Time Extension. If the Scope of Work cannot be completed within the Time of Performance as defined in Section 3.5, Non-Profit must submit a request in writing to the ATTY/AGR.2025.051/Funding Agreement with San Mateo County Transportation Authority (Essential Wheels) (Page 7 of 19)