Agmt26 San Mateo County Transportation Authority Community VanPool Program

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ATTY/AGR.2026.103/San Mateo County Transportation Authority (Community Vanpool Program) (Page 7 of 18) San Mateo County Transportation Authority/City of Redwood City/Manzanita Works Community Vanpool Program 7 REV: 04-13-26 VR 22538717.2 Scope of Work as well as all reasonable costs and expenses incurred to effect such termination within ninety (90) days of the SMCTA’s submission to Non-Profit of a detailed statement of such payments and costs. 3.3 Termination by the SMCTA. The SMCTA may terminate this Agreement, with or without cause, by giving ten (10) days’ written notice of such termination. If the SMCTA terminates the Agreement for a Co-Sponsor’s default, such Co-Sponsor will reimburse the SMCTA for all funds paid to such Co-Sponsor in connection with the Scope of Work, and for all costs incurred by the SMCTA 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 SMCTA’s submission to Co-Sponsors of a detailed statement of such payments and costs. If the SMCTA terminates for the City default, Non-Profit will also reimburse the SMCTA for all funds paid to the Non-Profit in connection with the Scope of Work. If the SMCTA terminates the Agreement for convenience, the SMCTA 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 SMCTA’s Financial Obligations. Any and all financial obligations of the SMCTA pursuant to this Agreement expire upon the expenditure of SMCTA’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 SMCTA 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 SMCTA to fund and complete Scope of Work, the Co-Sponsors will be in default and the SMCTA 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 SMCTA 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 SMCTA no later than six (6) months before the Time of Performance for an extension for the Time of Performance. The SMCTA will review the request and grant the extension if it is justified in SMCTA’s sole and complete discretion. Costs incurred for the Scope of Work after the Time of Performance are at risk of denial for reimbursement by the SMCTA. The unreimbursed portion of the Measure W allocation will be retained by the SMCTA for the TDM Program. SECTION 4: Indemnification and Insurance 4.1 Indemnity.