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<br />Planning Communities LLC PSA 2023
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<br />7. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br />sending written notice of termination to Service Provider (“Notice”). The Notice shall specify a
<br />termination date (“Termination Date”) at least fourteen (14) days after the date the Notice is issued.
<br />The Notice shall be effective (“Notice Date”) upon the earlier of either actual receipt by Service
<br />Provider (whether by email, mail, delivery or other method reasonably calculated to be received
<br />by Service Provider in a reasonably prompt manner) or three calendar days after issuance of the
<br />Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in
<br />a reasonable and orderly manner. Unless terminated for Service Provider’s material breach, the
<br />Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses
<br />incurred up to the Notice Date, less all payments previously made; and (b) those hours worked and
<br />Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were
<br />reasonably necessary to terminate the Work in an orderly manner. Notices under this Section 7
<br />shall be sent by the United States Mail to Service Provider’s address provided herein, postage
<br />prepaid, or by delivery. In addition, Notices may also be sent by any other method reasonably
<br />believed to provide Service Provider actual notice in a timely manner, such as email. The City
<br />does not by this Section 7 waive, release or forego any legal remedy for any violation, breach or
<br />non-performance of any of the provision of this Agreement. At its sole option, and without
<br />limitation of or prejudice to any other available remedy or recourse, the City may deduct from the
<br />final payment due the Service Provider (a) any damages, expenses or costs arising out of any such
<br />violations, breaches, or non-performance and (b) any other backcharges or credits.
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<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of
<br />the Service Provider to be performed hereunder. Such changes, including any increase or decrease
<br />in the scope of work (and resulting increase or decrease in compensation), shall: (a) be made only
<br />in writing and signed by an authorized City representative, (b) be explicitly identified as an
<br />amendment to this Agreement and (c) become a part of this Agreement.
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<br />9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the
<br />Work without the express, prior written consent of the City.
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<br />10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
<br />hereby agrees to defend and indemnify and save harmless the City from any and all Claims arising
<br />out of, in connection with, or incident to any negligent or intentional acts, errors, omissions, or
<br />conduct by Service Provider (or its employees, agents, representatives or
<br />subcontractors/subconsultants) relating to this Agreement, whether such Claims sound in contract,
<br />tort, or any other legal theory. The Service Provider is obligated to defend and indemnify and save
<br />harmless the City pursuant to this Section 10 whether a Claim is asserted directly against the City,
<br />or whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else
<br />who then seeks contribution or indemnity from the City. The Service Provider’s duty to defend
<br />and indemnify and save harmless pursuant to this Section 10 is not in any way limited to, or by the
<br />extent of, insurance obtained by, obtainable by, or required of the Service Provider. The Service
<br />Provider’s obligations under this Section 10 shall not apply to Claims caused by the sole
<br />negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is
<br />caused by or results from the concurrent negligence of (a) the Service Provider, its employees,
<br />subcontractors/subconsultants or agents, and (b) the City, then the Service Provider’s liability
<br />under this Section 10 shall be only to the extent of Service Provider’s negligence. Solely and
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