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11 <br /> 6. Submission of Reports and Other Documents. HDR shall submit all reports and other <br /> documents as and when specified in Exhibit A. Said information shall be subject to review by <br /> the City, and if found to be unacceptable, HDR shall correct and deliver to the City any deficient <br /> Work at HDR's expense with all practical dispatch. HDR shall abide by the City's <br /> determinations concerning acceptability of Work. <br /> 7. Termination of Contract. City reserves the right to terminate this Agreement at any <br /> time by sending written notice of termination to HDR ("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 /> HDR (whether by fax,mail, delivery or other method reasonably calculated to be received by <br /> HDR in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon <br /> the Notice Date, HDR shall immediately commence to end the Work in a reasonable and orderly <br /> manner. Unless terminated for HDR's material breach, HDR shall be paid or reimbursed for: (a) <br /> all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments <br /> previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice <br /> Date,but prior to the Termination Date, that were reasonably necessary to t-iniinate the Work in <br /> an orderly manner. The Notice shall be sent by the United States Mail to HDR's address <br /> provided herein, postage prepaid, certified or registered mail, return receipt requested, or by <br /> delivery. in addition,the Notice may also be sent by any other method reasonably believed to <br /> provide HDR actual notice in a timely manner, such as fax. The City does not by this section <br /> waive, release or forego any legal remedy for any violation,breach or non-performance of any of <br /> the provision of this Agreement. At its sole option, City may deduct from the final payment due <br /> HDR (a) any damages, expenses or costs arising out of any such violations,breaches, or non- <br /> 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 <br /> of HDR to be performed hereunder. Such changes, including any increase or decrease in the <br /> 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. HDR shall not sublet or assign any of the Work <br /> without the express,prior written consent of the City. <br /> 10. Indemnification. <br /> A. HDR will defend and indemnify the City from any and all Claims to the extent they arise out <br /> of any negligent, reckless or wrongful acts, errors, omissions, or behavior by HDR arising out of <br /> its performance of, this Agreement. HDR will defend and indemnify the City whether a Claim is <br /> asserted directly against the City, or whether a Claim is asserted indirectly against the City, e.g., a <br /> Claim is asserted against someone else who then seeks contribution or indemnity from the City. <br /> The amount of insurance obtained by, obtainable by,or required of HDR does not in any way <br /> limit HDR's duty to defend and indemnify the City. The City retains the right to approve Claims <br /> investigation and counsel assigned to said Claim and all investigation and legal work regarding <br /> Agreement 3 of 8 <br />