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ry <br /> there shall be no expectation of services continuing at any level in subsequent years <br /> unless the Agreement is amended to add compensation. <br /> C. If Contractor fails or refuses to accept direction or carry out the reasonable directions of <br /> the City in performance of its services,the City may, in addition to any other remedy, <br /> withhold from any payment otherwise due an amount that the City in good faith believes <br /> is equal to the cost to the City of correcting, re-procuring, or remedying any damage <br /> caused by Contractor's conduct. <br /> 5. Termination of Contract. Each party reserves the right to terminate this Agreement at <br /> any time by sending written notice of termination to the other party ("Notice"). The Notice shall <br /> specify a termination date ("Termination Date") at least thirty (30) days after the date the Notice <br /> is issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt <br /> by the other party(whether by fax, mail, delivery or other method reasonably calculated to be <br /> received by the other party in a reasonably prompt manner) or three calendar days after issuance <br /> of the Notice. Upon the Notice Date, the Contractor shall immediately commence to end the <br /> Work in a reasonable and orderly manner. Unless terminated for Contractor's material breach, <br /> the Contractor 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 <br /> and Eligible Expenses incurred after the Notice Date,but prior to the Termination Date,that <br /> were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent <br /> by the United States Mail to the other party's address provided herein, postage prepaid, certified <br /> or registered mail,return receipt requested, or by delivery. In addition, the Notice may also be <br /> sent by any other method reasonably believed to provide the other party actual notice in a timely <br /> manner, such as fax. The City and Contractor by this section do not waive, release or forego any <br /> legal remedy for any violation, breach or non-performance of any of the provision of this <br /> Agreement. At its sole option, City may deduct from the final payment due the Contractor(a) <br /> any damages, expenses or costs arising out of any such violations,breaches, or non-performance <br /> and (b)any other backcharges or credits. No payment shall be made by the City for any expenses <br /> incurred or work done following the effective date of termination unless authorized in writing by <br /> the City. <br /> 6. 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 <br /> in writing and signed by an authorized City representative, (b)be explicitly identified as such <br /> and(c)become a part of this Agreement. <br /> 7. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the <br /> Work without the express, prior written consent of the City. <br /> 8. 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. The <br /> Contractor is obligated to defend and indemnify the City pursuant to this paragraph whether a <br /> Page 3 <br />