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• <br /> 4 <br /> Section 10 <br /> Disputes <br /> Any disputes between WSDOT and the Contractor with regard to this Agreement that are not <br /> disposed of by the project administrators assigned to supervise this Agreement shall be referred <br /> for determination to the Secretary of WSDOT, or his/her designee, as a condition precedent to <br /> the commencement of any legal action, accept as necessary to avoid the preclusive effects of any <br /> applicable contractual deadlines or statutes of limitation. <br /> Section 11 <br /> Termination <br /> WSDOT, at its sole discretion, may suspend or terminate this Agreement in whole, or in part,for <br /> the following reasons: <br /> 1. The Contractor materially breaches, or fails to perform any of the requirements of,this <br /> Agreement, and after fourteen (14) days written notice, has failed to cure the condition(s) <br /> causing that breach; The Contractor materially breaches and, fails to remedy after <br /> fourteen(14)days written notice. Conditions of breach may include, but not be limited <br /> to: <br /> • Any action of the Contractor,which under the procedures of this Agreement would have <br /> required the approval of WSDOT,taken without such WSDOT approval; <br /> • Failure to perform in the manner called for in this Agreement; and <br /> • Failure to comply with any provision of this Agreement. <br /> 2. The Contractor is prevented from proceeding with the Project by reason of a temporary <br /> preliminary, special, or permanent restraining order or injunction of a court of competent <br /> jurisdiction where the issuance of such order or injunction is primarily caused by the acts <br /> or omissions of persons or agencies other than the Contractor; <br /> 3. The requisite state funding is reduced or becomes unavailable through failure of <br /> appropriation or otherwise; <br /> 4. WSDOT determines that the continuation of the project would not produce beneficial <br /> results commensurate with the further expenditure of funds; <br /> 5. WSDOT, at its sole discretion, determines to accept a request made in writing by the <br /> Contractor to terminate the Agreement in whole or in part; or <br /> 6. WSDOT determines that suspension or termination is in the best interests of the state. <br /> If this Agreement is terminated under subsections 2, 3, 4, 5, and/or 6 of this Section, then the <br /> Contractor may be reimbursed only for actual and eligible direct expenses under this Agreement <br /> incurred prior to the date of termination, and then only to the extent of appropriated funds. If this <br /> Agreement is terminated under subsection 1 of this Section, then WSDOT shall not be obligated <br /> to provide any additional reimbursement past the effective date of that termination and WSDOT <br /> shall also retain all rights to seek recapture or damages from the Contractor. If an appropriate <br /> judicial authority determines that the Agreement was improperly terminated under subsection 1 <br /> of this Section, then the termination shall be deemed a termination under subsection 6 of this <br /> Section with all attendant rights and limitations. <br /> 11 <br /> Page 4 GCA3666 <br />