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Work performed or services rendered, including, but not limited to, all labor, materials, supplies, <br /> equipment, and incidentals necessary to complete the Work. <br /> B. The Grant Recipient shall be paid in such manner as described in Exhibit B. <br /> C. Total compensation shall not exceed a maximum of ten thousand dollars <br /> ($10,000.00). <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 email,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, or by delivery. In addition,Notices may also be sent by any other method <br /> reasonably believed to provide the Grant Recipient actual notice in a timely manner,such as email. <br /> The City does not,by this Section 5 waive, release, or forego any legal remedy for any violation, <br /> breach,or non-performance of any of the provisions of this Agreement.At its sole option,the City <br /> may 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 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 /> Page 2 of 7 <br />