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City of Santa. Ana <br />Grant Agreement No. 19-097 <br />Page 8 <br />Before the project is complete, the Conservancy may terminate or suspend this agreement for <br />any reason by providing the grantee with seven days notice in writing. In either case, the grantee <br />shall immediately stop work under the agreement and take all reasonable measures to prevent <br />further costs to the Conservancy. The Conservancy shall be responsible for any reasonable and <br />non -cancelable obligations incurred by the grantee in the performance of this agreement prior to <br />the date of the notice to terminate or suspend, but only up to the undisbursed balance of funding <br />authorized in this agreement. Any notice suspending work under this agreement shall remain in <br />effect until further written notice from the Conservancy authorizes work to resume. <br />If the grantee fails to complete the project as required, or fails to fulfill any other ohligations of <br />this agreement prior to the termination date, the grantee shall be liable for immediate repayment <br />to the Conservancy of all amounts disbursed by the Conservancy under this agreement. The <br />Conservancy may, at its sole discretion, consider extenuating circumstances and not require <br />repayment for work partially completed. This paragraph shall not be deemed to limit any other <br />remedies the Conservancy may have for breach of this agreement. <br />Before the project is complete, the grantee may terminate this agreement for any reason by <br />providing the Conservancy with seven days notice in writing and repaying to the Conservancy all <br />amounts disbursed by the Conservancy under this agreement. The Conservancy may, at its sole <br />discretion, consider extenuating circumstances and allow early termination without repayment <br />for work partially completed. <br />On or before the date of termination of the agreement under this section, whether terminated by <br />the grantee or the Conservancy, the grantee shall provide the Conservancy with all work, <br />material, data, information, and written, graphic or other work produced, developed or acquired <br />under this agreement (whether completed or partial), in appropriate, readily useable form. <br />The parties expressly agree to waive, release and relinquish the recovery of any consequential <br />damages that may arise out of the termination or suspension of this agreement under this section. <br />The grantee shall include in any agreement with any contractor retained for work under this <br />agreement a provision that entitles the grantee to suspend or terminate the agreement with the <br />contractor for any reason on written notice and on the same terms and conditions specified in this <br />section. <br />INDEMNIFICATION ION AND HOLD HARMLESS <br />The grantee shall be responsible for, indemnify and hold harmless the Conservancy, its officers, <br />agents and employees from any and all liabilities, claims, demands, damages, or costs, including <br />without limitation litigation costs and attorneys fees, resulting from or arising out of the willful <br />or negligent acts or omissions of the grantee, its officers, agents, contractors, subcontractors and <br />employees, or in any way connected with or incident to this agreement, except for the active <br />