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(ii) indemnify, defend and hold Contractor harmless from any loss, claim or damage <br />arising from City's default of its obligations hereunder in connection with such <br />option and purchase. <br />3. START-UP FUNDING AND COMPENSATION <br />a. Within thirty (30) days of the Effective Date of this Agreement, City agrees to <br />provide Contractor with up to $591,289 for start-up funding as provided in the <br />Schedule of Start -Up Costs attached hereto as Exhibit C and incorporated herein <br />by reference. <br />b. From and after the Effective Date, City shall pay Contractor the monthly fee as <br />compensation for all Services rendered under this Agreement during the Term as <br />provided in Exhibit C. An audit of expenses will be conducted on a semi-annual <br />basis to reconcile any over or under -payment of expenses by the City. In the case <br />of the former, Contractor shall credit the City the amount of over -payment in the <br />immediate period. In the case of the latter, the City shall pay the Contractor the <br />amount of the under -payment. <br />C. The total sum to be expended under this Agreement shall not exceed $38,099,351. <br />d. With the exception of the payment required by Section 3.a., all other payments by <br />City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing fees, costs or services performed, subject to City accounting <br />procedures. . <br />e. The compensation required pursuant to this Agreement will be paid by City to <br />Contractor from multiple federal, state, and local funding sources (each <br />individually a "Funding Source" and cumulatively the "Funding Sources"), <br />including, but not limited to, the following: <br />i. <br />HHAP-COVID <br />ii. <br />HEAP <br />iii. <br />HHAP <br />iv. <br />CDBG-CV <br />V. <br />ESG-CV <br />vi. <br />PLHA <br />Contractor will be required to enter into a separate funding agreement for each <br />Funding Source. Contractor will be required to comply with all requirements of <br />each Funding Source, as detailed in the separate funding agreements. The total <br />amount of compensation in said funding agreements shall count toward the total <br />amount due and owing from City to Contractor under this Agreement, not <br />compensation in addition to the total amount of this Agreement. If Contractor does <br />not execute any of the separate funding agreements, Contractor will forfeit that <br />amount of funding from that Funding Source, and City will have the option to <br />terminate this Agreement pursuant to the terms of Section 15, below. Additionally, <br />in the event any Funding Source is reduced by 25% or more, City will have the <br />SJD\ 30975-0001\ 699300.3 5/15/2020 TAP o113 <br />