Bold Hat / NW Marine Trade Association 4/26/2023

A.The City shall pay the Grant Recipient only for completed Work and for services actually rendered,which are described herein.Such payment shall be full compensation for the Work performed or services rendered,including,but not limited to,all labor,materials,supplies, equipment,and incidentals necessary to complete the Work. B.The Grant Recipient shall be paid in such manner as described in Exhibit B. C.Total compensation shall not exceed a maximum of five thousand dollars ($5,000.00). D.If the Grant Recipient fails or refuses to correct any Work when so directed by the City,the City may withhold,from any payment otherwise due,an amount that the City in good faith believes is equal to the cost to the City of correcting,re-procuring,or remedying any damage caused by the Grant Recipient’s conduct or an amount equal to damages the City,in good faith,believes it incurred and which cannot be remedied. 5.Termination of Contract.The City reserves the right to terminate this Agreement at any time by sending written notice of termination to the Grant Recipient (“Notice”).The Notice shall specify a termination date (“Termination Date”)at least fourteen (14)days after the date the Notice is issued.The Notice shall be effective (“Notice Date”)upon the earlier of either actual receipt by the Grant Recipient (whether by email,mail,delivery,or other method reasonably calculated to be received by the Grant Recipient in a reasonably prompt manner)or three calendar days after issuance of the Notice.Upon the Notice Date,Grant Recipient shall immediately commence to end the Work in a reasonable and orderly manner.Unless terminated by the Grant Recipient’s material breach,the Grant Recipient shall be paid or reimbursed for (a) all Work completed prior to the Notice Date;and (b)Work completed after the Notice Date,but prior to the Termination Date,that was reasonably necessary to terminate the Work in an orderly manner.Notices under this Section 5 shall be sent by the United States Mail to the Grant Recipient’s address provided herein,postage prepaid,or by delivery.In addition,Notices may also be sent by any other method reasonably believed to provide the Grant Recipient actual notice in a timely manner,such as email.The City does not,by this Section 5 waive,release,or forego any legal remedy for any violation,breach,or non-performance of any of the provisions of this Agreement.At its sole option,the City may deduct from the final payment due to the Grant Recipient (a)any damages,expenses,or costs arising out of any such violations,breaches, or non-performance and (b)any other back charges or credits. 6.Changes.The City may,from time to time,unilaterally change the Work to be performed by the Grant Recipient hereunder.Such changes,including any increase or decrease in the Work (and resulting increase or decrease in compensation),shall:(a)be made only in writing and signed by an authorized City representative,(b)be explicitly identified as an amendment to this Agreement,and (c)become a part of this Agreement. 7.Subletting/Assignment of Grant.The Grant Recipient shall not sublet or assign any of the Work without the express,prior written consent of the City. Page 2 of 7