Wash State Department of Transportation 10/30/2017

1. The requisite funding becomes unavailable through failure of appropriation or otherwise; 2. WSDOT determines,in its sole discretion,that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds; 3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the President with respect to the prosecution of war or in the interest of national defense; or an Executive Order of the President or Governor of the State with respect to the preservation of energy resources; 4. The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary preliminary,special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR;or 5. The State Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of financial assistance for the Project; 6. In the case of termination for convenience under subsections A.1-5 above, WSDOT shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its claim for reimbursement to WSDOT. If the CONTRACTOR has any property in its possession belonging to WSDOT, the CONTRACTOR will account for the same,and dispose of it in the manner WSDOT directs. B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, in whole or in part, and all or any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT,including: 1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT,which under the procedures of this AGREEMENT would have required the approval of WSDOT; 2. Jeopardizes its ability to perform pursuant to this AGREEMENT,United States of America laws, Washington state laws,or local governmental laws under which the CONTRACTOR operates; 3. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial performance of the Project;or 4.Fails to perform in the manner called for in this AGREEMENT or fails,to comply with,or is in violation of,any provision of this AGREEMENT. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default hereunder. If it is later determined by WSDOT that the CONTRACTOR had an excusable reason for not performing,such as events which are not the fault of or are beyond the control of the CONTRACTOR,such as a strike,fire or flood,WSDOT may:(a)allow the CONTRACTOR to continue work after setting up a new delivery of performance schedule, or (b) treat the termination as a termination for convenience. C. WSDOT,in its sole discretion may,in the case of a termination for breach or default,allow the CONTRACTOR ten (10)business days,or such longer period as determined by WSDOT,in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth in the notice of termination,WSDOT shall have the right to terminate this AGREEMENT without any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant,term or condition of this AGREEMENT,such waiver by WSDOT shall not limit WSDOT's remedies for any succeeding breach of that or of any other term,covenant,or condition of this AGREEMENT. E. If this AGREEMENT is terminated,whether for convenience or for default,before the specified end date set forth in the caption header, "Term of Project", WSDOT and the CONTRACTOR shall execute an amendment to this AGREEMENT identifying the termination date and the reason for termination. Section 21 Forbearance by WSDOT Not a Waiver Any forbearance by WSDOT in exercising any right or remedy hereunder,or otherwise afforded by applicable law,shall not be a waiver of or preclude the exercise of any such right or remedy. Section 22 Lack of Waiver In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be construed as a waiver by WSDOT of any CONTRACTOR breach, or default. Such payment shall in no way impair or prejudice any right or remedy available to WSDOT with respect to any breach or default. GCB2766 Page 6 of 10