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limited to, all labor, materials, supplies, equipment, and incidentals necessary to <br /> 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 one thousand three hundred <br /> ($1,300.00). <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 <br /> City in good faith believes is equal to the cost to the City of correcting,re-procuring, <br /> or remedying any damage caused by the Grant Recipient's conduct or an amount <br /> equal to damages the City, in good faith, believes it incurred and which cannot be <br /> 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 <br /> shall specify a termination date ("Termination Date") at least fourteen (14) days after the <br /> date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of <br /> either actual receipt by the Grant Recipient(whether by fax,mail,delivery,or other method <br /> reasonably calculated to be received by the Grant Recipient in a reasonably prompt <br /> manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Grant <br /> Recipient shall immediately commence to end the Work in a reasonable and orderly <br /> manner. Unless terminated by the Grant Recipient's material breach, the Grant Recipient <br /> shall be paid or reimbursed for (a) all Work completed prior to the Notice Date; and (b) <br /> Work completed after the Notice Date, but prior to the Termination Date, that was <br /> reasonably necessary to terminate the Work in an orderly manner. Notices under this <br /> 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. <br /> In addition,Notices may also be sent by any other method reasonably believed to provide <br /> the Grant Recipient actual notice in a timely manner, such as fax. The City does not, by <br /> this Section 5 waive,release,or forego any legal remedy for any violation,breach,or non- <br /> 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 <br /> costs arising out of any such violations, breaches, or non-performance and (b) any other <br /> 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 <br /> 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 /> Page 2 of 7 <br />