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<br />A. If GRANTEE fails to perform any of the provisions of this Agreement, GRANTEE will be in <br />default. “Default” by GRANTEE includes providing false, misleading or incomplete <br />information in documents submitted to the City or documented in Attachment A; or failing <br />to use Grant Funds exclusively for eligible costs. The City may excuse GRANTEE’s default in <br />writing. If the City does not excuse GRANTEE’s default the City may immediately cancel or <br />terminate this Agreement in its entirety, and may demand repayment in full of the Grant <br />Funds. Additionally, the City may delay payment to GRANTEE if GRANTEE fails to comply <br />with the terms of this Agreement until GRANTEE comes into compliance. The City must <br />furnish prior written notice to GRANTEE of termination, cancellation, or delay of payment. <br /> <br />B. Regardless of any contrary provisions in this Agreement, GRANTEE is liable to the City for <br />damages sustained by the City by virtue of any breach of this Agreement by GRANTEE. The <br />City must give GRANTEE written notice of the claimed breach and the amount of the <br />claimed damage. Once that written notice is given, the City may withhold any payments to <br />GRANTEE for the purpose of set-off until such time as the exact amount of damages due to <br />the City from GRANTEE is determined. Following notice from the City of the claimed breach <br />and damage, GRANTEE and the City must attempt to resolve the dispute in good faith. <br /> <br />C. The above remedies shall be in addition to any other right or remedy available to the City <br />under this Agreement, law, statute, rule, and/or equity. <br /> <br />D. If the City does not insist upon strict performance of any provision or to exercise any right <br />under this Agreement, that lack of insistence does not mean that the City has given up its <br />right to have GRANTEE strictly perform its obligations of this Agreement. If the City agrees <br />in writing to give up strict performance by GRANTEE in one instance, that written consent is <br />not a general waiver, and does not mean that the City has given up its rights throughout the <br />entire term of the Agreement. <br /> <br />E. If this Agreement expires or is cancelled or terminated for any reason by either party, the <br />City will not be obligated to provide any other payments to GRANTEE, except for payments <br />that were due prior to expiration, cancellation, or termination of this Agreement. <br /> <br />F. Upon written notice to GRANTEE, the City may immediately suspend or cancel/terminate <br />this Agreement in the event any of the following occur: (i) Either the City of Hugo does not <br />obtain anticipated funding from the federal government for this grant; (ii) funding for this <br />grant from the federal government is withdrawn, frozen, shut down, or is otherwise made <br />unavailable; or (iii) the City loses the funding for any other reason. <br /> <br />12. SURVIVAL OF PROVISIONS <br /> <br />Provisions that by their nature are intended to survive the term, cancellation, or termination of <br />this Agreement do survive such term, cancellation or termination. Such provisions include but <br />are not limited to: grant requirements, independent contractor, indemnification, duty to notify, <br />data privacy and security, records-availability/access, default and cancellation/termination, <br />media outreach, and Minnesota Law Governs. <br /> <br />