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receipt of a written confirmation from the Council's authorized agent. Upon termination of this agreement, the Grantee must submit the annual written reports described in Attachment C. 5.02 Termination. This agreement may be terminated by the Council for cause at any time upon fourteen (14) calendar days' written notice to the Grantee. Cause shall mean a material breach of this agreement, and any amendments of this agreement, and includes failure to make reasonable and timely progress in performing and completing the project activities described in Attachment A. The Grantee shall have the right to cure any and all defaults during the fourteen-day notice period without incurring penalty. If this agreement is terminated, the Grantee shall receive payment on a pro rata basis for project activities described in Attachment A that have been completed. Termination of this agreement does not alter the Council's authority to recover grant funds on the basis of a later auditor other review, and does not alter the Grantee's obligation to return any grant funds due to the Council as a result of later audits or corrections. ff the Council determines the Grantee has failed to comply with the terms and conditions of this agreement and the applicable provisions of the Metropolitan Livable Communities Act, the Council may take any action to protect the Council's interests and may refuse to disburse additional grant funds and may require the Grantee to return all or part of the grant funds already disbursed, to the extent such grant funds were not used in accordance with this agreement. 5.03 Amendments. The Council and the Grantee may amend this agreement by mutual agreement. Except for a term extension pursuant to paragraph 5.01, amendments, changes or modifications of this agreement shall be effective only on the execution of written amendments signed by authorized representatives of the Council and the Grantee. . VI. GENERAL PROVISIONS 6.01 Equal Opportunity. The Grantee agrees it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 6.02 Conflict of Interest. The members, officers and employees of the Grantee shall comply with all applicable state statutory and regulatory conflict of interest laws and provisions. 6.03 Liability. To the fullest extent permitted by law, the Grantee shall defend, indemnify and hold harmless the Council and its members, employees and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the cleanup work funded in part by this grant. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes chapter 115B, the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) as amended, 42 U.S.C. sections 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, 42 U.S.C. sections 6901 et seq. This obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which otherwise • would exist between the Council and the Grantee. The provisions of this pazagraph shall survive the termination of this agreement. This indemnification shall not be construed as a waiver on the part Page 5 of 7 Pages 0~9