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A. The City shall pay the Grant Recipient only for completed Work and for services <br />actually rendered, which are described herein. Such payment shall be full compensation for the <br />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 five thousand dollars <br />($5,000.00). <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 <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 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 <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 email, 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, or by delivery. In addition, Notices may <br />also be sent by any other method reasonably believed to provide the Grant Recipient actual <br />notice in a timely manner, such as email. The City does not, by this Section 5 waive, release, or <br />forego any legal remedy for any violation, breach, or non-performance of any of the provisions <br />of this Agreement. At its sole option, the City may deduct from the final payment due to the <br />Grant Recipient (a) any damages, expenses, or costs arising out of any such violations, breaches, <br />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 <br />performed by the Grant Recipient hereunder. Such changes, including any increase or decrease in <br />the Work (and resulting increase or decrease in compensation), shall: (a) be made only in writing <br />and signed by an authorized City representative, (b) be explicitly identified as an amendment to <br />this Agreement, and (c) become a part of this Agreement. <br />Page of 7 2