Agmt11 City and Co of SF, SM CO Transit Dist, Co. of San Mateo, Santa Clara Valley Transportation Authority, and the Bay Area Air Quality Management District

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[NTERGOVERNMENTAL AGREEMENT - BIKE SHARE PROJECT 73.1. SFMTA, SAMTRANS, County of San Mateo, City of Redwood City, and VTA aze responsible for the local coordination and implementation of bicycle share pilot elements wiUun their jurisdiction including: 73.1.1. Choosing and/or advising the vendor(s) on kiosk sites, providing any necessary permiu, leases, licenses or other preferred implementing mechanisms to vendor/Air District for bicycle share locations. My permits issued for this pwpose are understood to be on a revocable, at-will basis and do not confer any pertnanent rights to the grantee. 73.1.2. Assisting with any required CEQA or environmental clearance as needed. 73.13. Obtaining sig�ed agreemenu for bike share service to be provided if required. 73.1.4. Engaging Iceal stakeholders, promoting, and marketing the bicycle shaze pilot. 73.1.5. Local CEQA requirements and documentation. 73.1.6. Providing the Air District with a summary of local efforts and activities regarding local bicycle shaze on a quarterly basis during the term of this agreement and within 90 days of the termination of this agreement. 73.1.7. Maintaining all necessary Project records to document Project activities and performance, including documentation to support the invoices described in Section 9, documentation to support the permits and CEQA compliance for Project activities as described in Section 73.1.5, and documentation of marketing activities as described in Section 73.1.4. These records shall be maintained in one central location during the term of this agreement and copies shall be submitted to the A'v District as they become available. 8. Withdrawal 8.1. A party may voluntarily withdraw from this agreement by providing written notice of its intent to withdraw no later than 30 days before the date of withdrawal. 8.2. A party shall withdraw under the following circumstances: 8.2.1. The party fails to provide mazching funds required by Section 93; 8.2.2. The party's goveming boazd fails to approve actions necessary for completion of the Project; 8.23. The party fails to obtain necessary rights or approvals for use of real property required for Project actions or equipment. 83. A withdrawing party will forfeit a portion of iu local match sufficient to reimburse a party or vendor for costs incurred on behalf of the withdrawing party prior to the withdrawal, except as determined by Air District. 8.4. A withdrawing pazty is not entiUed to reimbursement for staffing wsts covered by CMAQ or A'v District funding, except as determined by the Air District. 9. Financial Mana�ement 9.1. The Air District will establish a Project fund and will use monies deposited in this fund solely for Project expenses. 9.2. The Air District will deposit all monies received from the parties into the Project fund. Within 30 days from the receipt of funds, the Air District will contribute into the Fund the amount shown in Section 3. 93. Within 30 days after the parties have selected the vendor(s) and prior to execution of a contract with the selected vendor, each party will pay the Air District the match funds for program development and implementation identified below: Page 6 of 12