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terms, conditions, and in the case of partial termination the portion to be terminated. Written <br />notification must set forth the reasons for such termination, the effective date, and in case of a <br />partial termination the portion to be terminated. However if, in the case of partial termination, <br />WSDOT determines that the remaining portion of the award will not accomplish the purposes for <br />which the award was made, WSDOT may terminate the award in its entirety. The PARTIES may <br />terminate this AGREEMENT 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 <br />produce beneficial 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 <br />Executive Order of the President with respect to the prosecution of war or in the interest of national <br />defense; or an Executive Order of the President or Governor of the State with respect to the <br />preservation of energy resources; <br />4. The CONTRACTOR is prevented from proceeding with the Project by reason of a <br />temporary preliminary, special, or permanent restraining order or injunction of a court of <br />competent jurisdiction where the issuance of such order or injunction is primarily caused by the <br />acts or omissions of persons or agencies other than the CONTRACTOR; or <br />5. The State Government determines that the purposes of the statute authorizing the Project <br />would not be 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 <br />reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the <br />CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit <br />its claim for reimbursement to WSDOT. If the CONTRACTOR has any property in its possession <br />belonging to WSDOT, the CONTRACTOR will account for the same, and dispose of it in the <br />manner WSDOT directs. <br />B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, <br />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 CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform <br />any of the requirements of this AGREEMENT, including: <br />1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which <br />under the 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 <br />laws, Washington state laws, or local governmental laws under which the CONTRACTOR <br />operates; <br />3. Fails to make reasonable progress on the Project or other violation of this AGREEMENT <br />that endangers substantial performance of the Project; or <br />4. Fails to perform in the manner called for in this AGREEMENT or fails, to comply with, or is <br />in material violation of, any provision of this AGREEMENT. WSDOT shall serve a notice of <br />termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in <br />default hereunder. If it is later determined by WSDOT that the CONTRACTOR had an excusable <br />reason for not performing, such as events which are not the fault of or are beyond the control of <br />the CONTRACTOR, such as a strike, fire or flood, WSDOT may: (a) allow the CONTRACTOR to <br />continue work after setting up a new delivery of performance schedule, or (b) treat the termination <br />as a termination for convenience. <br />C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow <br />the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in <br />which to cure the defect. In such case, the notice of termination will state the time period in which <br />cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to <br />WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth <br />in the notice of termination, WSDOT shall have the right to terminate this AGREEMENT without any <br />further obligation to CONTRACTOR. Any such termination for default shall not in any way operate <br />Everett Transit <br />PTD0554 <br />Page 7 of 12 <br />