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t <br /> . 5 <br /> 3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the President <br /> 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 <br /> is primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR;or <br /> 5. State Government or WSDOT determines that the purposes of the statute authorizing the Project would not be adequately <br /> served by the continuation of financial assistance for the Project. <br /> 6. In the case of termination for convenience under subsections Al-5 above,WSDOT shall reimburse the CONTRACTOR for <br /> all costs payable under this AGREEMENT that the CONTRACTOR properly incurred prior to termination. The <br /> CONTRACTOR shall promptly submit its c aim for reimbursement to WSDOT. If the CONTRACTOR has any property in <br /> its possession belonging to WSDOT,the C RACTOR will account for the same,and dispose of it in the manner WSDOT <br /> directs. <br /> B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default,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, if the CONTRACTOR <br /> materially breaches or fails to perform any of the requirements of this AGREEMENT,including: <br /> 1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which under the procedures of this <br /> AGREEMENT would have required the approval of WSDOT; <br /> 2. Jeopardizes its ability to perform pursuant to this AGREEMENT,United States of America laws,Washington state laws, or <br /> local governmental laws under which the CONTRACTOR operates; <br /> 3. Failure to perform the Project or any part thereof including,but not limited to: <br /> a) Failure to build the Project according to the design specifications and all building code required standards; <br /> b) Failure to remedy all defects in the performance of the Project and correct all faulty workmanship by the <br /> CONTRACTOR or its subcontractors in a timely manner; <br /> c) Failure to take any action which could affect the ability of the Project to perform its designated function or takes any <br /> action which could shorten its useful life for Project use or otherwise;or <br /> d) Failure to make reasonable and appropriate use of the Project real property,facilities,equipment and/or infrastructure. <br /> 4. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial <br /> performance of the Project;or <br /> 5. Fails to perform in the manner called for in this AGREEMENT,or fails,to comply with or, is in violation of,any provision <br /> of this AGREEMENT. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner in which <br /> the CONTRACTOR is in default hereunder. If it is later determined by WSDOT that the CONTRACTOR had an excusable <br /> reason for not performing,such as events which are not the fault of or are beyond the control of the CONTRACTOR,such as <br /> a strike, fire or flood, WSDOT may: a) allow the CONTRACTOR to continue work after setting up a new delivery of <br /> performance schedule,or b)treat the termination as a termination for convenience. <br /> C. WSDOT,in its sole discretion may,in the case of a termination for breach or default,allow the CONTRACTOR ten(10)business <br /> days,or such longer period as determined by WSDOT,in which to cure the defect. In such case,the notice of termination will state <br /> the time period in which cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to WSDOTs <br /> satisfaction the breach or default within the timeframe and under the conditions set forth in the notice of termination,WSDOT shall <br /> have the right to terminate this AGREEMENT without any further obligation to CONTRACTOR. Any such termination for default <br /> shall not in any way operate to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its sureties <br /> for said breach or default. <br /> D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or condition of <br /> this AGREEMENT, such waiver by WSDOT shall not limit WSDOTs remedies for any succeeding breach of that or of any other <br /> term,covenant,or condition of this AGREEMENT. <br /> Section 32 <br /> Venue and Process <br /> In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce any right or obligation under <br /> this AGREEMENT,the PARTIES hereto agree that any such action shall be initiated in the Superior Court of the State of Washington <br /> situated in Thurston County.The PARTIES hereby accept the issuing and service of process by registered mail at the mailing address <br /> shown in the caption space headings above titled CONTRACTOR and Washington State Department of Transportation. <br /> Everett Transit/GCA 6116 Page 9 <br /> 18 <br />