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3 <br /> <br />3. Compensation. <br />A. Services Performed. The City shall pay the Service Provider only for <br />completed Work and for services actually rendered which are described herein. Such payment <br />shall be full compensation for Work performed or services rendered, including, but not limited <br />to, all labor, materials, supplies, equipment, and incidentals necessary to complete the Work. <br />B. Compensation. Total compensation, including all services and expenses, <br />shall not exceed a maximum of $313,500 for the first year (January 1, 2023, to December 31, <br />2023). For subsequent calendar years, the total compensation under this Agreement for each <br />calendar year, including all services and expenses, shall be the amount authorized to be <br />expended during that calendar year under the BIA budget adopted and as may be modified by <br />the City in accordance with the BIA Ordinance from time to time. Such payment shall be made <br />in monthly payments. Such payment shall be full compensation for work performed or services <br />rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete <br />the Work. <br />C. Shortfall of Available Funds. Funds available for Work to be rendered <br />pursuant to this Agreement are limited. Should insufficient funds be available to fully fund the <br />Work, City reserves the right to reduce payment(s) to Service Provider. Should payment(s) be <br />reduced by the City due to insufficient funds available, Service Provider and City shall mutually <br />agree on the type and amount of Work which is to be consequently reduced or eliminated. <br />D. Surplus of Funds. If the amount paid to the Contractor by the City under <br />this Agreement for a given year is in excess of the amount expended by the Contractor in carrying <br />out the Work for that year, the Contractor shall provide written notice thereof to the City in <br />addition to reporting the surplus in reports that may be required under Section 1 above. <br />Thereafter the City may require, at the City’s sole discretion, that the excess funds be (1) used <br />for the subsequent year’s Work, (2) returned to the City, or (3) used as the City may otherwise <br />direct. <br />E. Service Provider Failure. If Service Provider fails or refuses to accept <br />direction or carry out the reasonable directions of the City in performance of the Work, the City <br />may, in addition to any other remedy, withhold from any payment otherwise due an amount that <br />the City in good faith believes is equal to the cost of the City of correcting, re-procuring, or <br />remedying any damage caused by Service Provider’s conduct. <br />4. Termination of Contract. City reserves the right to terminate this Agreement at <br />any time by sending written notice of termination to Service Provider (“Notice”). The Notice shall <br />specify a termination date (“Termination Date”) at least fourteen (14) days after the date the <br />Notice is issued. The Notice shall be effective (“Notice Date”) upon the earlier of either actual <br />receipt by Service Provider (whether by email, mail, delivery, or other method reasonably <br />calculated to be received by Service Provider in a reasonably prompt manner) or three calendar <br />days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately <br />commence to end the Work in a reasonable and orderly manner. Unless terminated for Service <br />Provider’s material breach, the Service Provider shall be paid or reimbursed for: (a) all Work <br />completed up to the Notice Date, less all payments previously made; and (b) Work completed