Public Utility District No1 of Snohomish Co 6/21/2017

will not settle such a claim without the prior approval of the District, which will not be unreasonably withheld or delayed. 3. Other Joint Roadwork Project Costs. The Parties acknowledge that some costs related to the Joint Roadwork Project may not neatly categorize into Schedule A or Schedule B. With respect to such costs, the City and District will meet and confer and will reasonably allocate such costs between them. 4. Staff Costs. Each Party will bear the costs of its own staff related to the Joint Roadwork Project. G. Billing Procedure. The City will invoice the District for the District's share of Joint Roadwork Project. The Parties anticipate that the City will invoice the District as the City makes payments to consultants and contractors. An invoice will document in reasonable detail the amounts expended by the City. The District will pay all invoices within 30 calendar days after receipt by the District without offset or deduction for any reason. Written notice of any potential dispute regarding such payment request must be made in writing within the same time period and delivered by the District to the City. Payment by the District does not constitute agreement as to the appropriateness of any item or acceptance of the work so represented. Upon completion and acceptance of the Joint Roadwork Project and resolution of contractor claims (if any), the Parties will true-up the payments, so that each Party has paid its share in accordance with this Agreement. At the time of final true-up, all required adjustments related to any potential dispute for which notice has been timely given by District and resolution mutually agreed to by the Parties will be made and reflected in a final payment. If the parties are unable to resolve such disputes, then the parties will still complete a final true-up of matters not relating to such disputes, with the Parties reserving all rights relating to such disputes in accordance with this Agreement. SECTION 2: GENERAL PROVISIONS A. Administration. Each Party to this Agreement will serve as an administrator of this Agreement for the purposes of compliance with RCW 39.34.030 for each Party's respective actions in performance of this Agreement. B. Duration/Expiration. This Agreement expires upon completion of the true-ups set forth in Section 1.G above. C. Governing Law. The laws of the State of Washington, without giving effect to principles of conflict of laws, govern all matters arising out of or relating to this Agreement. D. Venue. The Parties must bring any litigation arising out of or relating to this Agreement only before the Snohomish County Superior Court. E. Complete Agreement. This Agreement constitutes the entire agreement of the parties relating to the Joint Roadwork Project. This Agreement supersedes and replaces all other written or oral agreements relating to the Joint Roadwork Project. 4