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System Access Fund Project Agreement Page 4 of 29 GA 0162-22 4.3. The City agrees that within forty-five (45) calendar days of the City’s acceptance of work for each phase to submit a final (closing) invoice for that Phase. 4.4. If Sound Transit determines that an invoice lacks sufficient documentation to support payment, Sound Transit will notify the City of its determination within fifteen (15) calendar days of receipt of invoice and request that the City provide additional documentation. Sound Transit may withhold payment of the invoice until supporting documentation is provided, however such approval shall not be unreasonably withheld. 5.TERM, SUSPENSION, AND TERMINATION 5.1. Term. This Agreement shall take effect upon the last date of signature by the Parties as set forth below. This Agreement shall remain in effect until 180 consecutive calendar days following Project completion, unless extended by mutual written agreement of the Parties, superseded by a future agreement, or suspended or terminated in accordance with this Section 5. 5.2. Termination by Sound Transit. Sound Transit may terminate this Agreement by written notice under the following circumstances: 5.2.1. If work as defined in Exhibit A is not completed by one year after the expected project completion date shown in Exhibit E, Project Schedule, unless otherwise agreed to by the Parties. 5.2.2. 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. If the Agreement is terminated under this Section 5.2, the City shall reimburse Sound Transit the full amount of all payments it made to the City under this Agreement within 90 (ninety) calendar days of the date of termination. The City may ask for an extension of time to complete the Project for good cause. Sound Transit’s agreement to extend the completion will not be unreasonably withheld. 5.3. Termination by Either Party. Either Party may terminate this Agreement for cause in the event that the other Party fails to fulfill its material obligations under this Agreement in a timely manner or breaches any material provision of this Agreement and the Dispute Resolution Process has failed to reach resolution within the timelines described therein. The Party wishing to terminate this Agreement for cause will provide the other Party with written notice of its intent to terminate and will give the other Party an opportunity to correct the failure to perform or breach within thirty (30) calendar days of the notice or within such longer period as may be necessary in the event that correction cannot reasonably be accomplished within thirty (30) calendar days. If the failure or breach is not corrected or cured, this Agreement may be terminated by the aggrieved Party by giving ninety (90) calendar days’ notice to the other Party.