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4. Compensation. <br /> A. The City shall pay Service Provider only for completed Work and for services actually rendered <br /> which are described herein. Such payment shall be full compensation for Work performed or services <br /> rendered, including, but not limited to,all labor,materials, supplies,equipment,and incidentals necessary <br /> to complete the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as provided on Form 4.03 Price <br /> Sheet. <br /> C. Total compensation,including all services and expenses,shall not exceed a maximum of <br /> $1 22,000.00. <br /> D. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the <br /> City in performance of its work,the City may,in addition to any other remedy,withhold from any <br /> payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of <br /> correcting,re-procuring,or remedying any damage caused by Service Provider's conduct. <br /> 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by <br /> sending written notice of termination to Service Provider("Notice"). The Notice shall specify a <br /> termination date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The <br /> Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider <br /> (whether by fax,mail,delivery or other method reasonably calculated to be received by Service Provider <br /> in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice <br /> Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. <br /> Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed <br /> for: (a)all hours worked and Eligible Expenses incurred up to the Notice Date,less all payments <br /> previously made;and(b)those hours worked and Eligible Expenses incurred after the Notice Date, but <br /> prior to the Termination Date,that were reasonably necessary to terminate the Work in an orderly <br /> manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's <br /> address provided herein,postage prepaid,certified or registered mail,return receipt requested,or by <br /> delivery. In addition,Notices may also be sent by any other method reasonably believed to provide <br /> Service Provider actual notice in a timely manner,such as fax. The City does not by this Section 7 waive, <br /> release,or forego any legal remedy for any violation,breach,or non-performance of any of the provision <br /> of this Agreement. At its sole option,City may deduct from the final payment due Service Provider(a) <br /> any damages,expenses or costs arising out of any such violations,breaches,or non-performance and(b) <br /> any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or <br /> work done following the effective date of termination unless authorized in writing by the City before the <br /> expenses are incurred or the work is done. <br /> 6. Changes. The City may,from time to time, unilaterally decrease the scope of the services of <br /> Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease <br /> in compensation),shall:(a)be made only in writing and signed by an authorized City representative,(b) <br /> be explicitly identified as such and(c)become a part of this Agreement. <br /> 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work <br /> without the express,prior written consent of the City. <br /> Page 2 <br /> Berks PSA 2020 <br />