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:1 <br /> Section 19 <br /> Disputes <br /> A. Disputes. Disputes,arising in the performance of this AGREEMENT,which are not resolved by agreement of the PARTIES, <br /> shall be decided in writing by the WSDOT Public Transportation and Commute Options(PT&CO)Contracts and Grants <br /> Administrator.This decision shall be fmal and conclusive unless within ten(10)days from the date of receipt of its copy,the <br /> CONTRACTOR mails or otherwise furnishes a written appeal to the Manager of Public Transportation and Commute Options.In <br /> connection with any such appeal,the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in <br /> support of its position.The CONTRACTOR'S appeal shall be decided in writing by the Manager of Public Transportation and <br /> Commute Options.The CONTRACTOR's appeal shall be decided in writing within thirty(30)days of receipt of the <br /> appeal by the Manager of Public Transportation and Commute Options.The decision shall be binding upon the <br /> CONTRACTOR and the CONTRACTOR shall abide by the decision. <br /> B. Performance During Dispute. Unless otherwise directed by WSDOT,CONTRACTOR shall continue performance under <br /> this AGREEMENT while matters in dispute are being resolved. <br /> C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person,property,or right <br /> because of any act or omission of the other PARTY or any of that PARTY's employees,agents or others for whose acts it is <br /> legally liable,a claim for damages therefore shall be made in writing to such other PARTY within thirty(30)days after the first <br /> 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 or remedy <br /> under this document or afforded by law or equity,and may be exercised independently,concurrently,or successively and shall not <br /> be construed to be a limitation of any duties,obligations,rights and remedies of the PARTIES hereto.No action or failure to act by <br /> the WSDOT or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under this AGREEMENT,nor <br /> shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder,except as may be <br /> specifically agreed in writing. <br /> Section 20 <br /> Stateand Local Law <br /> Except when a federal statute or regulation pre-empts state or,local law,no provision of this AGREEMENT shall require <br /> the CONTRACTOR to observe or enforce compliance with any provision,perform any other act,or do any other thing in <br /> contravention of state or local law. Thus if any provision or compliance with any provision of this AGREEMENT violate state or <br /> local law,or would require the CONTRACTOR to violate state or local law,the CONTRACTOR agrees to notify WSDOT <br /> immediately in writing. Should this occur,WSDOT and the CONTRACTOR agree to make appropriate arrangements to proceed <br /> with or,if necessary,expeditiously,terminate the Project. <br /> Section 21 <br /> Termination <br /> A. Termination for Convenience. WSDOT may suspend or terminate this AGREEMENT,in whole or in part,and all or any <br /> part of the financial assistance provided herein,at any time by written notice to the CONTRACTOR when it is in WSDOT's <br /> best interest or 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 results <br /> 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 the <br /> President with respect to the prosecution of war or in the interest of national defense;or an Executive Order of the President or <br /> 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,special,or <br /> permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is <br /> primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR; <br /> 5. The Government determines that the purposes of the statute authorizing the Project would not be adequately served by the <br /> continuation of financial assistance for the Project;or <br /> 6. In the case of termination for convenience under subsections 1-5 above,WSDOT shall reimburse the CONTRACTOR for <br /> all costs payable under this AGREEMENT that the CONTRACTOR properly incurred prior to termination. The CONTRACTOR <br /> shall promptly submit 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 manner WSDOT directs. <br /> B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default,in whole or in part,and all or <br /> any part of the financial assistance provided herein,at any time by written notice to the CONTRACTOR,if the <br /> CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT,including: <br /> rs <br /> Page 5 of 9 GCA5507 <br />