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� the TA will respond within thirty(30)days of�receipt. The TA's response will be�nal, <br /> unless othei�vvise stated in the response. <br /> � 2.3 Reunbursement Basis. SPONSOR may seek reimbursement for Project Costs incurred <br /> � July 1,2012 through June 30,�2014. Project Costs mast be incurred and paid by the <br /> SPONSOR prior to asking for reixnbursement from the TA,Documentation must � <br /> . accompany all requests for reimbursement. No funding advances are allowed. <br /> 2.4 Accounting and Reimbursement Procedures. SPONSOR shall maintain all necessary � <br /> books and recoxds in accordance with generally accepted accounting principles. No more <br /> than once a inonth and no less than once every three months, SPONSOR shall prepare <br /> and submit claims for reimbursement cansistent with the"Reimbutsement Claim Form," <br /> which is attached to this Agreement as Exhibit C and incorporated herein. SPONSOR � <br /> shall include a detailing of the TA's pro rata share of Project Costs for a�l work to be <br /> • . funded under this Agreement. SPONSOR shall subniit supporting documentation with <br /> • each Reimbursement Claim Form,which documentation may include,but is not limited <br /> to,copzes of associated vendor invoices,backup documentation,checks and payin.ent <br /> advice. Claiins for reimbursement and supporting documentation are�to be submitted to: <br /> � Accounts Payable ' • <br /> San Mateo County Transportarion Authority <br /> 1250 San Carlos Avenue � <br /> . San Carlos,CA 94070 • <br /> The TA shall endeavor to disburse reimbui�sements for approved Project Costs within <br /> thirty{30)days after the TA's approval of each claim,subject to the limits on the TA's <br /> maximum contribution as established in Section 2,1, The TA's obligation to reimburse <br /> Project Costs to the SPONS�R as provided in this section.sha11 be conditioned upon the <br /> TA's prompt receipt of quarterly progress reports from SPONSOR pursuant to Secdon . <br /> 1.4 above. � . . <br /> SECTION 3:Term <br /> 3.1 Term.The term of�this Agreement shall commence Ju1y 1,2012 and shall canclude <br /> the earlier of(a)October 31,2014 or(b}upon the TA's rein�bursement to the SPONSOR <br /> for Project Costs and subnnittal by SPONSOR of the second Annual Shuttle Program <br /> Progress Report as required on Section I.5,unless terminated sooner pursuant to this <br /> Secfion 3. - <br /> 3,2 SPONSUR's Right to Ternunate;Repavment upon Terinination. SPONSOR may at <br /> any time terminate the Proj ect and this Agreement by giving sixty(GO)days written notice <br /> to the TA o£its election to do so. SPONSOR shall not be reimbursed for any project cost <br /> incun ed after the end of the notice period. SPONSOR sha11 also indemnify the TA,its <br /> 4 <br /> San lvSateo County Transportution Authorily/City of Redwood City <br /> Climate Best Express,Mldpoint Cahrain ShuttJes <br /> December 17,2012 version boilaplate <br /> • 479T083.f <br /> ATTYlAGR/2013.214/SAN MATEO COUNTY TRANSPORTATION AUTHORIN Page 4 of 20 <br /> REV:71-0413 VR <br />