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Section 9
<br />Agreement, :Modifications
<br />A. Either PARTY may request changes to this AGREEMENT, including changes in the Scope of Work.
<br />Such changes that are mutually agreed upon ,shall, be incorporated as written amendments to this
<br />AGREEMENT. No variation. or alteration of the terms of this AGREEMENT shall be valid unless made in
<br />writing and signed by authorized representatives of the PARTIES hereto.
<br />B. If an increase or reduction in State Funds is appropriated for this Project, the CONTRACTOR and
<br />WSDOT agree to enter into an amendment to this AGREEMENT, providing for an appropriate change in
<br />the Scope of Project and/or the Project Cost in order to reflect any such increase in funding,
<br />C, Provided, iniwever,, that changes to the Project title:, federal ID number, UPIN the contact person of
<br />either PARTY, will not require a written ,arnendment„ but will be approved and documented by WSDOT
<br />through an a.dministrative revision, WSDOT shall notify the CONTRACTOR of the revision in writing.,
<br />Section '10
<br />Recapture Provision
<br />in the event that the CONTRACTOR fails to expend State Funds in accordance with state law and/or the
<br />provisions of this AGR„EEMENT, wsour reserves the, right to recapture State Funds in an amount
<br />equivalent to the extent of noncompliance. The CONTR,ACTOR agrees to repay such State Funds under this
<br />recaptureprovision within thirty (30) days of demand.
<br />Section 11
<br />Disputes
<br />A, If the PARTIES cannot resolve by mutualagreement, a dispute arising from the perfOmiancc of this
<br />AGREEMENT the CONTRACTOR may submit a written detailed, description of the dispute to the WSDOT
<br />Public Transportation Division's Statewide Transportation Demand Management Programs Manager or the
<br />WSDOT Public Transportation Statewide Transportation Demand Management Programs Manager's
<br />designee who will issue a written decision within ten calendar (10) days of receipt of the written description
<br />ofthe dispute, This decision shall be final and conclusive unless within ten calendar (10) days from the date
<br />of CONTR„A,CTOR's receipt of WSDOT's written deoision,, the CONTR,A.CTOR mails or otherwise
<br />finnishes a written appeal to the Director of the Public Transportation Division or the Director's designee. In
<br />connection with any such appeal the CONTRACTOR ,shail be afforded an opportunity to offer material in
<br />support of its position. The CONTRACTOR's appeal shall be decided in writing within thirty (30) days of
<br />receipt of the appeal by the Director of the Public Transportation Division or the Director's designee„ The
<br />decision shall be binding upon the CONTRACTOR and the,: CONTRACTOR shall abide by the decision,
<br />B. Performance During Dispute, Unless otherwise directed by WSDOT, the CONTRACTOR shall
<br />continue performance, under this AGREEMENT while matters in dispute are being resolved,
<br />Section 12
<br />Termination
<br />A. Termination for Convenience. Either PARTY may terminate this AGREEMENT for coriventence and
<br />without cause upon thirty (30) days written notice to the other PARTY. The PARTIES may terminate this
<br />AGR,FEIvIENT for convenience for reasons including., but not limited to, the .following:
<br />I., 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
<br />beneficial results commensurate with the further expenditure of funds;
<br />3, The CONTRACTOR is prevented from, proceeding with the Project as a direct result of art Executive
<br />Order of the President with respect to the prosecution of war or in the interest of national defense;
<br />or an Executive Order of the President or Governor of the State with respect to the preservation, of
<br />energy resources;
<br />4. The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary
<br />preliminary, :special, or permanent restraining order or injunction of a court of competent jurisdiction
<br />where the issuance of such order or injunction is prim.arity caused by theacts or omissions ofpersons
<br />or agencies other than the CONTRACTOR; or
<br />5, The State Government determines that the purposes of the :statute authorizing the Project would not
<br />be adequately served by the continuation of financial assistance for the Project;
<br />6. In the case of termination for convenience under subsections A, -5 above, WSDOT shall reimburse
<br />the CONTRACTOR for all, costs payable under this AGREEM,ENT that the CONTRACTOR
<br />properlyincurred prior to termination. The CONTRACTOR shall promptly ,subratt its ciairn for
<br />reimbursement to WSDOT, if the CONTRACTOR lugs any property in its possession belonging to
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