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obligations under this Agreement and subject to subsection 2, Canada
will pay to Prairie Pacific Consulting Ltd. at the times and in the
manner set forth in section 4.3, amounts which in respect of the
Project equal Canada's contribution for the Project set out in
Schedule A.

4.2 Subsection 2 says notwithstanding anything contained, in this
Agreement, Canada's liability for the Payment of monies under this
Agreement shall in no event exceed $51,500.00.

4.3 Upon receipt of an invoice Prepared by Prairie Pacific
Consulting Ltd., Cansda shall pay to Prairie Pacific Consulting Ltd.
on April 2, -1984, and at monthly intervals thereafter, a portion of
Canada's share as described in Schedule A. In addition, Canada
shall pay the expenses incurred by Prairie Pacific Consulting Ltd.
in coordinating and administering the overall Energy
Information/Action Centre Project.

5S. Default

5.1 If, in the opinion of the Minister, there has been a
misrepresentation or breach of warranty under section 2, Prairie
Pacific Consulting Ltd. fails to Proceed diligently with the
Project, or the City is otherwise in default in carrying out any of
the terms, conditions, covenants and obligations of this Agreement,
or if Prairie Pacific Consulting Ltd. becomes bankrupt or insolvent,
or has a Receiving Order made ayainst it (either under the
Bankruptcy Act, or otherwise), or a Receiver is appointed, or the
Company makes an assignment for the benefit of creditors, or if an
Order is made or a resolution passed for the winding up of ¢
Company, or if the Company takes the benefit of any statute for the
time being in force relating to bankrupt or insolvent debtors, the
Minister may, by giving notice in writing to the City, exercise any
or all c£ the following remedies:

(a) terminate the whole or any part of this Agreement;

(b) terminate the obligation on the part of Canada to pay any
monies in respect of the Project, including monies due or
accruing due;

(c) in the event of such termination, all drafting equipment,
carputing equipment, and display material and equipment,
Purchased to carry out this Agreement, will become the
exclusive Property of Canada and shall be delivered by the
City to an address to be designated by Canada.