David Evans and Associates, Inc. 11/18/2024

date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of WHUPLQDWLRQWKHFRVWWRWKH$*(1&<RIHPSOR\LQJDQRWKHU¿UPWRFRPSOHWHWKH6(59,&(6UHTXLUHGDQGWKH WLPHZKLFKPD\EHUHTXLUHGWRGRVRDQGRWKHUIDFWRUVZKLFKDIIHFWWKHYDOXHWRWKH$*(1&<RIWKH6(59,&(6 performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. ,ILWLVGHWHUPLQHGIRUDQ\UHDVRQWKDWWKH&2168/7$17ZDVQRWLQGHIDXOWRUWKDWWKH&2168/7$17¶VIDLOXUHWR SHUIRUPLVZLWKRXWWKH&2168/7$17¶VRULWVHPSOR\HH¶VIDXOWRUQHJOLJHQFHWKHWHUPLQDWLRQVKDOOEHGHHPHGWR be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed IRUDFWXDOFRVWVDQGDSSURSULDWH¿[HGIHHSHUFHQWDJHLQDFFRUGDQFHZLWKWKHWHUPLQDWLRQIRURWKHUWKDQGHIDXOW clauses listed previously. 7KH&2168/7$17VKDOOZLWKLQGD\VQRWLI\WKH$*(1&<LQZULWLQJLQWKHHYHQWRIWKHGHDWKRIDQ\PHPEHU SDUWQHURURI¿FHURIWKH&2168/7$17RUWKHGHDWKRUFKDQJHRIDQ\RIWKH&2168/7$17¶VVXSHUYLVRU\DQGRU RWKHUNH\SHUVRQQHODVVLJQHGWRWKHSURMHFWRUGLVDI¿OLDWLRQRIDQ\SULQFLSDOO\LQYROYHG&2168/7$17HPSOR\HH 7KH&2168/7$17VKDOODOVRQRWLI\WKH$*(1&<LQZULWLQJLQWKHHYHQWRIWKHVDOHRUWUDQVIHURIRU PRUHRIWKHEHQH¿FLDORZQHUVKLSRIWKH&2168/7$17ZLWKLQGD\VRIVXFKVDOHRUWUDQVIHURFFXUULQJ7KH CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) RIWKLV$*5((0(17,IWHUPLQDWLRQIRUFRQYHQLHQFHRFFXUV¿QDOSD\PHQWZLOOEHPDGHWRWKH&2168/7$17 as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the &2168/7$17RUIRUIDLOXUHRIWKH&2168/7$17WRSHUIRUP6(59,&(6UHTXLUHGRILWE\WKH$*(1&< Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as QHFHVVDU\WRFRUUHFWHUURUVDSSHDULQJWKHUHLQZLWKRXWDGGLWLRQDOFRPSHQVDWLRQWKHUHRI 6KRXOGWKH$*(1&<¿QG it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.” XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within GD\VWRWKH'LUHFWRURI3XEOLF:RUNVRU$*(1&<(QJLQHHUZKRVHGHFLVLRQLQWKHPDWWHUVKDOOEH¿QDODQG binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the 'LUHFWRURI3XEOLF:RUNVRU$*(1&<(QJLQHHU¶VGHFLVLRQWKDWGHFLVLRQVKDOOEHVXEMHFWWRMXGLFLDOUHYLHZ,IWKH parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto DJUHHWKDWDOOTXHVWLRQVVKDOOEHUHVROYHGE\DSSOLFDWLRQRI:DVKLQJWRQODZDQGWKDWWKHSDUWLHVKDYHWKHULJKWRI appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: Page 8 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised PW 3829-001