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M <br />and considered as a part of this Agreement the same as if fully set out herein. In <br />the event of any conflict or inconsistency in a term or condition between this <br />Agreement and the Exhibits, this Agreement shall control, except where there is a <br />conflict or inconsistency between this Agreement and the Business Associate <br />Agreement, then the provisions of the Business Associate Agreement shall <br />control. In the event a term or condition in any document or attachment conflicts <br />with a term or condition of this Agreement the term or condition in this <br />Agreement shall control. Should such conflict arise the priority of documents <br />shall be as follows: This Agreement, Exhibit B, and then the Provider's Proposal <br />and other attachments. <br />ii) The Basic Services will be performed by the Provider in accordance with the <br />schedule set forth in the Proposal. <br />iii) Should County reasonably determine that Provider has not met the schedule <br />established in Section 3(a)(ii), County shall notify Provider of the failure to meet <br />the schedule Date. The County, at its discretion may provide the Provider seven <br />(7) days to cure the breach. County may withhold the accompanying payment <br />without penalty until such time as Provider cures the breach. In the alternative, <br />upon Provider's failure to meet any schedule Date the County may modify the <br />schedule. Should Provider or its representatives fail to cure the breach within <br />seven (7) days, or fail to reasonably agree to such modified schedule, County may <br />immediately terminate this Agreement in writing, without penalty or incurring <br />further obligation to Provider. This section shall not be interpreted to limit the <br />definition of breach to the failure to meet the schedule set out in the Proposal. <br />4. Duration of Services <br />a. Term. The term of this Agreement shall be from 3/10/14 to 3/10/16. <br />b. Scheduling of Services <br />i) The Provider shall schedule and perform its activities in a timely manner so as to <br />meet the Schedule listed in Section 3. <br />ii) Should the County determine that the Provider is behind schedule, it may require <br />the Provider to expedite and accelerate its efforts, including providing additional <br />resources and working overtime, as necessary, to perform its services in <br />accordance with the approved project schedule at no additional cost to the <br />County. <br />iii) The Commencement Date for the Provider's Basic Services shall be 3/10/14. <br />5. Compensation <br />a. Compensation for Basic Services. Compensation for Basic Services shall include all <br />compensation due the Provider from the County for all services under this Agreement. <br />The maximum amount payable for Basic Services is One Hundred Thousand Six <br />hundred Fity -Six Dollars ($100,656). In the event the amount stated on an invoice is <br />Revised 9/13 3 <br />