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<br /> C. Total compensation shall not exceed a maximum of fourteen thousand five
<br /> hundred thousand dollars ($14,500.00).
<br /> D. If the Grant Recipient fails or refuses to correct any Work when so directed by the
<br /> City, the City may withhold, from any payment otherwise due, an amount that the City in good
<br /> faith believes is equal to the cost to the City of correcting, re-procuring, or remedying any
<br /> damage caused by the Grant Recipient's conduct or an amount equal to damages the City, in
<br /> good faith,believes it incurred and which cannot be remedied.
<br /> 5. Termination of Contract. The City reserves the right to terminate this Agreement at
<br /> any time by sending written notice of termination to the Grant Recipient ("Notice"). The Notice
<br /> shall specify a termination date ("Termination Date") at least fourteen(14) days after the date the
<br /> Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual
<br /> receipt by the Grant Recipient (whether by fax, mail, delivery, or other method reasonably
<br /> calculated to be received by the Grant Recipient in a reasonably prompt manner) or three
<br /> calendar days after issuance of the Notice. Upon the Notice Date, Grant Recipient shall
<br /> immediately commence to end the Work in a reasonable and orderly manner. Unless terminated
<br /> by the Grant Recipient's material breach, the Grant Recipient shall be paid or reimbursed for(a)
<br /> all Work completed prior to the Notice Date; and (b) Work completed after the Notice Date, but
<br /> prior to the Termination Date, that was reasonably necessary to terminate the Work in an orderly
<br /> manner. Notices under this Section 5 shall be sent by the United States Mail to the Grant
<br /> Recipient's address provided herein, postage prepaid, certified or registered mail, return receipt
<br /> requested, or by delivery. In addition, Notices may also be sent by any other method reasonably
<br /> believed to provide the Grant Recipient actual notice in a timely manner, such as fax. The City
<br /> does not, by this Section 5 waive, release, or forego any legal remedy for any violation, breach,
<br /> or non-performance of any of the provisions of this Agreement. At its sole option, the City may
<br /> deduct from the final payment due to the Grant Recipient (a) any damages, expenses, or costs
<br /> arising out of any such violations, breaches, or non-performance and (b) any other back charges
<br /> or credits.
<br /> 6. Changes. The City may, from time to time, unilaterally change the Work to be
<br /> performed by the Grant Recipient hereunder. Such changes, including any increase or decrease
<br /> in the 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 an
<br /> amendment to this Agreement, and(c)become a part of this Agreement.
<br /> 7. Subletting/Assignment of Grant. The Grant Recipient shall not sublet or assign any of
<br /> the Work without the express,prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. Except as otherwise provided in this Section 8, the Grant Recipient hereby agrees
<br /> to defend and indemnify the City from any and all Claims arising out of, in connection with, or
<br /> incident to any negligent or intentional acts, errors, omissions, or conduct by the Grant Recipient,
<br /> its employees, agents, representatives, or subcontractors/subconsultants, relating to this
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