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4 <br /> 6. Submission of Reports and Other Documents. The Contractor shall submit all reports <br /> and other documents as and when specified in Exhibit A. Said information shall be subject to <br /> review by the City, and if found to be unacceptable, Contractor shall correct and deliver to the <br /> City any deficient Work at Contractor's expense with all practical dispatch. Contractor shall <br /> abide by the City's determinations concerning acceptability of Work. <br /> 7. Termination of Contract. City reserves the right to terminate this Agreement at any time <br /> by sending written notice of termination to Contractor ("Notice"). The Notice shall specify a <br /> termination date ("Termination Date") at least fourteen (14) days after the date the Notice is <br /> issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by <br /> Contractor (whether by fax, mail, delivery or other method reasonably calculated to be received <br /> by Contractor in a reasonably prompt manner)or three calendar days after issuance of the Notice. <br /> Upon the Notice Date, Contractor shall immediately commence to end the Work in a reasonable <br /> and orderly manner. Unless terminated for Contractor's material breach, the Contractor shall be <br /> paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice <br /> Date, less all payments previously made; and (b) those hours worked and Eligible Expenses <br /> incurred after the Notice Date, but prior to the Termination Date, that were reasonably necessary <br /> to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail <br /> to Contractor's address provided herein, postage prepaid, certified or registered mail, return <br /> receipt requested, or by delivery. In addition, the Notice may also be sent by any other method <br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City <br /> does not by this section 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, City may deduct <br /> from the final payment due the Contractor (a) any damages, expenses or costs arising out of any <br /> such violations,breaches,or non-performance and (b) any other backcharges or credits. <br /> 8. Changes. The City may, from time to time, unilaterally change the scope of the services of <br /> the Contractor to be performed hereunder. Such changes, including any increase or decrease in <br /> the scope of work(and resulting increase or decrease in compensation),shall: (a)be made only in <br /> writing and signed by an authorized City representative, (b) be explicitly identified as a Change <br /> Order and(c)become a part of this Agreement. <br /> 9. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the Work <br /> without the express,prior written consent of the City. <br /> 10. Indemnification. Except as otherwise provided in this paragraph, the Contractor hereby <br /> agrees to defend and indemnify the City from any and all Claims arising out of, in connection <br /> with, or incident to any acts, errors, omissions, or conduct by Contractor (or its employees, <br /> agents, representatives subcontractors/subconsultants) relating to this Agreement, whether such <br /> Claims sound in contract, tort, or any other legal theory. The Contractor is obligated to defend <br /> and indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the <br /> City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against <br /> someone else who then seeks contribution or indemnity from the City. The Contractor's duty to <br /> defend and indemnify pursuant to this paragraph is not in any way limited to, or by the extent of, <br /> 14 <br />