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C. Total compensation shall not exceed a maximum of twelve thousand dollars
<br /> ($12,000.00).
<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 damage
<br /> caused by the Grant Recipient's conduct or an amount equal to damages the City, in good faith,
<br /> believes it incurred and which cannot be remedied.
<br /> 5. Termination of Contract. The City reserves the right to terminate this Agreement at any
<br /> time by sending written notice of termination to the Grant Recipient("Notice"). The Notice shall
<br /> specify a termination date("Termination Date")at least fourteen(14)days after the date the Notice
<br /> is issued. The Notice shall be effective("Notice Date") upon the earlier of either actual receipt by
<br /> the Grant Recipient (whether by fax, mail, delivery, or other method reasonably calculated to be
<br /> received by the Grant Recipient in a reasonably prompt manner) or three calendar days after
<br /> issuance of the Notice. Upon the Notice Date, Grant Recipient shall immediately commence to
<br /> end the Work in a reasonable and orderly manner. Unless terminated by the Grant Recipient's
<br /> material breach, the Grant Recipient shall be paid or reimbursed for(a) all Work completed prior
<br /> to the Notice Date; and (b) Work completed after the Notice Date, but prior to the Termination
<br /> Date, that was reasonably necessary to terminate the Work in an orderly manner. Notices under
<br /> this Section 5 shall be sent by the United States Mail to the Grant Recipient's address provided
<br /> herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In
<br /> addition, Notices may also be sent by any other method reasonably believed to provide the Grant
<br /> Recipient actual notice in a timely manner,such as fax.The City does not,by this Section 5 waive,
<br /> release, or forego any legal remedy for any violation, breach, or non-performance of any of the
<br /> provisions of this Agreement. At its sole option, the City may deduct from the final payment due
<br /> to the Grant Recipient (a) any damages, expenses, or costs arising out of any such violations,
<br /> breaches, or non-performance and (b) any other back charges or credits.
<br /> 6. Changes. The City may,from time to time,unilaterally change the Work to be performed
<br /> by the Grant Recipient hereunder. Such changes, including any increase or decrease in the Work
<br /> (and resulting increase or decrease in compensation),shall: (a)be made only in writing and signed
<br /> by an authorized City representative, (b) be explicitly identified as an amendment to this
<br /> 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
<br /> Agreement, whether such Claims sound in contract, tort, or any other legal theory. The Grant
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