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<br /> C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person,property,or
<br /> right because of any act or omission of the other PARTY or any of that PARTY's employees, agents or others for
<br /> whose acts it is legally liable, a claim for damages therefore shall be made in writing to such other PARTY within
<br /> thirty(30)days after the first observance of such injury or damage.
<br /> D. Rights and Remedies. All remedies provided in this AGREEMENT are distinct and cumulative to any other right
<br /> or remedy under this document or afforded by law or equity, and may be exercised independently, concurrently, or
<br /> successively and shall not be construed to be a limitation of any duties, obligations, rights and remedies of the
<br /> PARTIES hereto.No action or failure to act by the WSDOT or CONTRACTOR shall constitute a waiver of any right
<br /> or duty afforded any of them under this AGREEMENT, nor shall any such action or failure to act constitute an
<br /> approval of or acquiescence in any breach thereunder,except as may be specifically agreed in writing.
<br /> Section 20
<br /> State and Local Law
<br /> • Except when a federal statute or regulation pre-empts state or, local law, no provision of this AGREEMENT shall
<br /> require the CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do any
<br /> other thing in contravention of state or local law. Thus if any provision or compliance with any provision of this
<br /> AGREEMENT violate state or local law, or would require the CONTRACTOR to violate state or local law, the
<br /> CONTRACTOR agrees to notify WSDOT immediately in writing. Should this occur, WSDOT and the
<br /> CONTRACTOR agree to make appropriate arrangements to proceed with or, if necessary, expeditiously,terminate the
<br /> Project.
<br /> Section 21
<br /> Termination
<br /> A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or terminate this
<br /> AGREEMENT, in whole or in part, and all or any part of the financial assistance provided herein, at any time by
<br /> written notice to the other PARTY. WSDOT and the CONTRACTOR shall agree upon the AGREEMENT
<br /> termination provisions including but not limited to the settlement terms, conditions, and in the case of partial
<br /> termination the portion to be terminated. Written notification must set forth the reasons for such termination, the
<br /> effective date, and in case of a partial termination the portion to be terminated. However if, in the case of partial
<br /> termination, WSDOT determines that the remaining portion of the award will not accomplish the purposes for which
<br /> the award was made, WSDOT may terminate the award in its entirety. PARTIES may terminate this AGREEMENT
<br /> for convenience for reasons including,but not limited to,the following:
<br /> 1. The requisite funding becomes unavailable through failure of appropriation or otherwise;
<br /> 2. WSDOT determines, in its sole discretion, that the continuation of the Project would not produce beneficial
<br /> results commensurate with the further expenditure of funds;
<br /> 3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of
<br /> the President with respect to the prosecution of war or in the interest of national defense; or an Executive Order of the
<br /> President or Governor of the State with respect to the preservation of energy resources;
<br /> 4. The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary preliminary,
<br /> special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such
<br /> order or injunction is primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR;
<br /> or
<br /> 5. The State Government determines that the purposes of the statute authorizing the Project would not be
<br /> adequately served by the continuation of financial assistance for the Project;
<br /> 6. In the case of termination for convenience under subsections A.1-5 above, WSDOT shall reimburse the
<br /> CONTRACTOR for all costs payable under this AGREEMENT that the CONTRACTOR properly incurred prior to
<br /> termination. The CONTRACTOR shall promptly submit its claim for reimbursement to WSDOT. If the
<br /> CONTRACTOR has any property in its possession belonging to WSDOT, the CONTRACTOR will account for the
<br /> same,and dispose of it in the manner WSDOT directs.
<br /> B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, in whole or in part,
<br /> and all or any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR, if
<br /> the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT,including:
<br /> 1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which under the
<br /> procedures of this AGREEMENT would have required the approval of WSDOT;
<br /> 2. Jeopardizes its ability to perform pursuant to this AGREEMENT, United States of America laws, Washington
<br /> state laws,or local governmental laws under which the CONTRACTOR operates;
<br /> GCB 1603 1 8 Pare 5 of 9
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