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C. Term <br /> Term of MOU: This MOU is effective upon the Execution Date and will terminate upon <br />the earliest of: (a) six months after the written acceptance/endorsement of JPB staff of the <br />completion of the Scope of Work, (b) termination by City or JPB, or (c) three years and six <br />months from the Execution Date. <br /> <br /> Time of Performance: The Scope of Work must be completed no later than three years <br />from the Execution Date. <br /> Termination: Either Party may terminate this MOU by giving the other party ten (10) <br />days’ advance written notice, or the parties may mutually agree to terminate the MOU at <br />any time. Upon termination, the JPB will submit to City a detailed statement of expenses <br />incurred by JPB prior to termination in connection with the Scope of Work for which JPB <br />has not yet been reimbursed by City. The City will reimburse the JPB for such expenses <br />within ninety (90) days of the submission of said statement. <br />D. Responsibilities <br />The JPB and City each will make available up to $250,000 for the Scope of Work for a total <br />of up to $500,000. <br /> <br />JPB Responsibilities <br />The JPB is the lead implementing agency responsible for delivering the Scope of Work <br />and agrees to: <br />1. Manage performance of the Scope of Work, including developing and carrying out <br />the Scope of Work, in collaboration with the City, on schedule and within budget; <br />2. Provide technical oversight for performance of the Scope of Work; <br />3. Complete a Work Directive with Caltrain Planning's on-call consultant and any <br />other JPB consultant(s)/contractor(s), and direct the consultant’s work in <br />collaboration with the City to complete the Scope of Work; <br />4. Maintain ongoing coordination with the City and keep the City apprised of <br />developments, such as award of work directives, contracts or potential changes that <br />may affect the scope, schedule, or budget of the Project or Scope of Work; <br />5. Be responsible for political and public endorsement of the Project and represent: <br />a. the Project before the Caltrain Board of Directors; JPB Technology, <br />Operations, Planning, and Safety Committee; JPB Advocacy and Major <br />Projects Committee; JPB Finance Committee; and JPB Citizens Advisory <br />Committee; and <br />6. Consult with the City throughout the performance of the Scope of Work.; <br /> <br />Within ninety (90) days of the JPB's acceptance of work performed under this MOU, JPB <br />staff will prepare and submit to the City a written confirmation that no further <br />reimbursements associated with the Scope of Work are anticipated and that all draw-down <br />requests have been made. <br /> <br />City Responsibilities <br />ATTY/AGR.2025.069/Caltrain (MOU with Caltrain- Grade Separation Project) (Page 3 of 18)