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date of termination, whether that SERVICE is in a foam or a type which is usable to the AGENCY at the time of <br />termination, the cost to the AGENCY of employing another fiuin to complete the SERVICES required and the <br />time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES <br />performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the <br />amount, which would have been made using the formula set forth in paragraph two (2) of this section. <br />If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT s failure to <br />perfoun is without the CONSLZTANT's or its employee's fault or negligence, the termination shall be deemed to <br />be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed <br />for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default <br />clauses listed previously. <br />The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, <br />partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or <br />other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. <br />The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or <br />more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring The <br />CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT <br />unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any teitn(s) <br />of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT <br />as set forth in the second and third paragraphs of this section <br />Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of <br />any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the <br />CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. <br />Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights <br />with respect to any future act or omission by the CONSULTANT <br />X. Changes of Work <br />The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as <br />necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find <br />it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or <br />revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered <br />as Extia Work and will be paid for as herein provided under section XIII "Extra Work.' <br />XI. Disputes <br />Any disputed issue not resolved pursuant to the teens of this AGREEMENT shall be submitted in writing within <br />10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and <br />binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the <br />Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the <br />parties to this AGREEMENT mutually agree, disputes concerning alleged design enors will be conducted under <br />the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or <br />proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior <br />Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto <br />agree that all questions shall be resolved by application of Washington law and that the parties have the right of <br />appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington The <br />CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, <br />situated in the county in which the AGENCY is located. <br />Agreement Number: LA-9863 <br />Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 <br />Revised 01/01/2020 <br />