Sound Transit 10/19/2020 - Laserfiche WebLink

DocuSign Envelope ID:FCF6800B-OAF1-462A-9F3B-0855DE2AFB01 20 11.2 The City shall submit an invoice with the required documentation via email to AccountsPayable@SoundTransit.org. Invoices are payable thirty(30)days upon Sound Transit's receipt of the invoice and acceptable documentation. 11.3 If Sound Transit determines that an invoice lacks acceptable documentation to support payment, Sound Transit will notify the City of its determination and request that the City provide additional documentation.Sound Transit may withhold payment of the invoice until acceptable documentation is provided; however, such approval shall not be unreasonably withheld. 11.4 The City shall establish project controls and accounting procedures sufficient to assure proper accounting for all Project-related transactions,and shall make all of the project records available for Sound Transit inspection upon request.Annual audits may be performed by Sound Transit to ensure compliance with and enforcement of this Agreement. The City shall use accounting, audit,and fiscal procedures conforming to generally accepted accounting procedures(GAAP). Until the termination or expiration of this Agreement, Sound Transit shall have the right, upon reasonable prior notice,to visit and inspect any of the locations or properties of the City,to examine its books of account and records,to make copies and extracts therefrom, and to discuss the City's affairs,finances and accounts with, and to be advised as to the same by, its officers and employees and its independent public accountants, all at such reasonable times and intervals as Sound Transit may desire. 12 Termination. 12.1 Termination for Cause. Either Party may terminate this Agreement for cause, including the following circumstances: 12.1.1 If the City fails to make progress towards completing the Project and the City has not provided adequate assurances of its desire or ability to complete the Project and commence operations. 12.2 Termination for Convenience;the City's Convenience or Lack of Appropriation. If any of the City's work will be paid with City funds,the City may exercise the right to terminate the Agreement for the City's convenience, or for lack of appropriation. 12.3 Funding Reimbursement. If the Agreement is terminated under this Section,the City shall reimburse Sound Transit the full amount of all payments it made to the City under this Agreement within 90 days of the date of termination.The City may request an extension of time to complete the Project for good cause and Sound Transit shall not unreasonably withhold its approval to extend the completion date as provided in Section 22. 12.4 Dispute Resolution Required. Before either Party may terminate this Agreement for cause, it must attempt to seek resolution through the dispute resolution process in Section 15. 12.5 Except as provided in this Section,termination by either Party shall not extinguish or release the other Party from liability for costs or obligations existing as of the date of termination. Any costs incurred prior to proper notification of termination will be borne by the Parties in accordance with the terms of this Agreement. 13 Indemnity. 1 GA 0255-19