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8 <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) clays 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 /> a Failure to perform in the manner called for under this AGREEMENT; or • <br /> a 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 /> D. WSDOT determines that: the continuation of the project would not produce beneficial results <br /> commensurate with the further expenditure of funds; <br /> E. 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 /> F. WSDOT determines that suspension or termination is in the best interests of the state. <br /> If this AGREEMENT is terminated under subsections B, C, D, E, and/or F of this Section, the <br /> CONTRACTOR may be reimbursed only for actual and eligible direct and related indirect <br /> expenses incurred prior to the date of termination, and then only to the extent of appropriated <br /> funds. If this AGREEMENT is terminated under subsection A of this Section, the WSDOT shall <br /> not be obligated to provide any additional reimbursement, and WSDOT shall retain all rights to <br /> seek. recapture or damages from the CONTRACTOR. <br /> Section 12 <br /> Forbearance by WSDOT Not a Waiver <br /> Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded <br /> by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. <br /> Page 4 of 17 GCA 5396 <br /> J t0 <br />