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A <br /> Section 10 <br /> Recapture Provision <br /> In the event that the CONTRACTOR fails to expend State Funds in accordance with state <br /> law and/or the provisions of this AGREEMENT, WSDOT reserves the right to recapture <br /> State Funds in an amount equivalent to the extent of noncompliance. Such right of <br /> recapture shall exist for a period not to exceed three (3) years following termination or <br /> expiration of this AGREEMENT. The CONTRACTOR agrees to repay such State <br /> Funds under this recapture provision within thirty(30) days of demand. <br /> Section 11 <br /> Disputes <br /> A. If the PARTIES cannot resolve a dispute arising from the performance of this <br /> AGREEMENT by mutual agreement, the CONTRACTOR may submit a written detailed <br /> description of the dispute to the Public Transportation Division's Program Manager or <br /> the Program Manager's designee who will issue a written decision within ten calendar <br /> (10) days of receipt of the written description of the dispute. This decision shall be final <br /> and conclusive unless within ten(10) days from the date of CONTRACTOR's receipt of <br /> WSDOT's written decision, the CONTRACTOR mails or otherwise furnishes a written <br /> appeal to the Director of the Public Transportation Division or the Director's designee. In <br /> connection with any such appeal the CONTRACTOR shall be afforded an opportunity to <br /> offer material in support of its position. The CONTRACTOR's appeal shall be decided in <br /> writing within thirty(30) days of receipt of the appeal by the Director of the Public <br /> Transportation Division or the Director's designee.The decision shall be binding upon <br /> the CONTRACTOR and the CONTRACTOR shall abide by the decision. <br /> B. Performance During Dispute. Unless otherwise directed by WSDOT, the <br /> CONTRACTOR shall continue performance under this AGREEMENT while matters in <br /> dispute are being resolved. <br /> Section 12 <br /> Termination <br /> WSDOT, at its sole discretion, may suspend or terminate this AGREEMENT in whole, <br /> or in part, for the reasons following: <br /> A. The CONTRACTOR materially breaches,or fails to perform any of the requirements <br /> of this AGREEMENT and after fourteen (14) days written notice, has failed to cure the <br /> condition(s) causing that breach. Conditions of breach may include,but are not limited <br /> to: <br /> 1. Any action taken by the CONTRACTOR without WSDOT approval, which under <br /> the provisions of this AGREEMENT, required WSDOT approval; <br /> 2. Failure to perform in the manner called for under this AGREEMENT; or <br /> 3. Failure to comply with any provision of this AGREEMENT; <br /> B. The CONTRACTOR is prevented from proceeding with this AGREEMENT by <br /> reason of a temporary,preliminary, special,or permanent restraining order or injunction <br /> 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 <br /> CONTRACTOR; <br /> C. The requisite state funding is reduced or becomes unavailable through failure of <br /> appropriation-or-otherwise;- -- <br /> Pag243of 11 GCA6252 <br />