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3. PAYMENT AND BILLING <br /> 3.1 Payment. <br /> 3.1.1 The CITY, in consideration of the faithful performance of the Work performed by <br /> the WSDOT, will reimburse WSDOT for the actual direct salary and related direct non- <br /> salary costs of the Work. WSDOT and the CITY entered into Reciprocal Overhead <br /> Agreement OH 00036 on March 31, 1993, therefore WSDOT shall not bill the CITY for its <br /> indirect cost recovery rate. <br /> 3.1.2 Reimbursement from the CITY shall not exceed a maximum amount of Two <br /> Hundred Thousand Dollars ($200,000.00); provided, however, that should this <br /> reimbursement maximum be reached, WSDOT shall have no obligation to further perform <br /> the Work under this Agreement, unless an amendment is executed pursuant to Section <br /> 6.3. <br /> 3.2 Invoices. <br /> 3.2.1 Partial payments to WSDOT shall be made by the CITY throughout the term of this <br /> Agreement, upon receipt of approved invoices from WSDOT. Invoices will not be <br /> submitted more frequent than one (1) per month, with the first invoice set to occur no <br /> earlier than thirty (30) calendar days after execution of this Agreement. <br /> 3.2.2 The CITY agrees to make payment for the Work performed by WSDOT within thirty <br /> (30) calendar days from receipt of an approved invoice from WSDOT. <br /> 3.2.3 WSDOT will submit a final invoice to the CITY within forty-five (45) calendar days <br /> after completing the agreed upon Work under this Agreement. <br /> 4. RECORDS RETENTION AND AUDIT <br /> During the progress of the Work and for a period not less than six years from the date of final <br /> payment to the WSDOT, the records and accounts pertaining to the project and accounting <br /> thereof are to be kept available for inspection and audit by the CITY, and the federal <br /> government, and copies of all records, accounts, documents, or other data pertaining to the <br /> Work will be furnished upon request. If any litigation, claim, or audit is commenced, the records <br /> and accounts along with supporting documentation shall be retained until all litigation, claim, or <br /> audit finding has been resolved even though such litigation, claim, or audit continues past the 6- <br /> year retention period. <br /> 5. AGREEMENT TERM <br /> This Agreement is effective upon execution by both Parties and will remain in effect through <br /> March 1, 2011, unless otherwise amended or earlier terminated by either Party pursuant to the <br /> terms of this Agreement. <br /> GCA 6541 Corridor Planning Study Funding Page 2 of 5 <br />