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TERM OF THE AGREEMENT 2.1 This Agreement shall be for a term commencing on e parties in writing (the "Term"). The Term may be extended by mutual agreement of the parties in writing. 2.2 Termination for convenience. Without prejudice to any other remedies, the Village may terminate this Agreement, at any time without cause by giving thirty (30) days’ written notice. If the Village terminates for convenience, its only obligation with respect to payment of fees and expenses of Consultant is to pay for all Services rendered prior to the effective date of termination, in accordance with the terms of this Agreement. 2.3 Termination for cause. Either party may terminate this Agreement on the other party's material breach of this Agreement. The non-breaching party must give thirty (30) days' written notice and the opportunity to cure its breach. 2.4 Effect of termination. On termination, and on written request by the Village, Consultant shall make available to the Village any and all files associated with the performance of the Services, including all copies thereof, within five (5) days of the effective date of termination. On termination, Consultant shall immediately return all property and files provided by the Village. 2.5 Survival. The provisions of this Agreement which, by their terms, require performance after the termination or expiration of this Agreement, or have application to events that may occur after the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. All indemnity obligations and any applicable indemnification procedures will be deemed to survive the termination or expiration of this Agreement. COMPENSATION 3.1 The Consultant's compensation for the Services to be provided hereunder shall not exceed $180,000, to be allocated based on the cost per task areas set forth in the Consultant's Proposal and providing all necessary reimbursement details and documentation required in Section III of the Grant Agreement (Exhibit “A”). PAYMENT 41 The Village shall pay to consultant such portion of the fee based on the per cent of completion of each task set forth in the Consultant's Proposal, billed on a quarterly basis. The fee to be paid to Consultant exclusively from the funds awarded to the Village by the BOA Program Grant 4.2 Consultant shall be responsible for the payment of all federal, state, and local taxes (including but not limited to, income taxes, F.1.C.A. and unemployment taxes) in connection with the Services provided pursuant to this Agreement and the compensation paid by the Village.