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4 <br /> • <br /> C. If a reduction of funding by the funding source reduces the CONTRACTOR's allocation <br /> of funding under this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into an <br /> amendment to this AGREEMENT providing for an appropriate change in the Scope of Work <br /> and/or the AGREEMENT amount in order to reflect any such reduction of funding. <br /> Section 9 <br /> Recapture Provision <br /> In the event that the CONTRACTOR fails to expend state funds in accordance with state law <br /> and/or the provisions of this AGREEMENT, WSDOT reserves the right to recapture state funds <br /> in an amount equivalent to the extent of noncompliance. Such right of recapture shall exist for a <br /> period not to exceed three (3) years following termination or expiration of this AGREEMENT. <br /> The CONTRACTOR agrees to repay such state funds under this recapture provision within 30 <br /> days of demand. <br /> • <br /> Section 10 <br /> Disputes <br /> A. Disputes. Disputes, arising in the performance of this AGREEMENT, which are not <br /> resolved by agreement of the PARTIES, shall be decided in writing by the authorized <br /> representative of WSDOT Public Transportation and Commute Options (PT&CO) Office. If the <br /> PARTIES cannot resolve a dispute by mutual agreement, the CONTRACTOR may submit a <br /> written detailed description of the dispute to the PT&CO Program Manager who will issue a <br /> written decision within ten (10) days of receipt of the written description of the dispute. This <br /> decision shall be final and conclusive. <br /> B. Performance During Dispute. Unless otherwise directed by WSDOT, the CONTRACTOR <br /> shall continue performance under this AGREEMENT while matters in dispute are being <br /> resolved. <br /> Section 11 <br /> Termination <br /> WSDOT, at its sole discretion, may suspend or terminate this AGREEMENT in whole, or in <br /> part, for the reasons following: <br /> A. 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. Conditions of breach may include, but are not be limited to: <br /> • Any action taken by the CONTRACTOR without WSDOT approval, which under the <br /> provisions of this AGREEMENT, required WSDOT approval; <br /> • Failure to perform in the manner called for under this AGREEMENT; or <br /> • Failure to comply with any provision of this AGREEMENT; <br /> B. The CONTRACTOR is prevented from proceeding with the AGREEMENT 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; <br /> C. The requisite state or federal funding is reduced or becomes unavailable through failure of <br /> appropriation or otherwise; <br /> 1 5 <br /> Page 4 of 16 GCA4579 <br />