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DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B <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 Two Hundred and twenty-six <br /> Thousand Dollars ($226,000) as set forth on Exhibit 1, and unless otherwise agreed to by <br /> the parties, Provider will invoice the County each month for fees, costs, and expenses <br /> Basic Services provided through the invoice closing date. In the event the amount stated <br /> on an invoice is disputed by the County, the County may withhold payment of the <br /> disputed portion of the amount stated on an invoice until the parties resolve the <br /> dispute. Provider will answer in good faith the County's questions quickly, and both <br /> parties will work cooperatively to seek to resolve the dispute reasonably. Payment for <br /> Basic Services are due and payable within thirty (30) days following receipt by the <br /> County of each invoice. Provider will bill the County in advance for any out of pocket <br /> costs or expenses ("OOP") that Provider knows or reasonably foresees it will incur in the <br /> month ahead. Provider will advise the County of due dates for such OOP payments, and <br /> the County will pay Provider such pre-billed charges in advance of such due dates. In <br /> addition, as part of the Basic Services provided hereunder, the Provider may purchase <br /> advertising space, time and other media, directly or through a third-party media <br /> purchasing organization or may enter into third-party agreements for goods and services <br /> related to production, location, creative (including but not limited to videography, <br /> graphic arts, photography, music and digital arts), talent, media buying or as otherwise <br /> necessary to provide the Services ("Vendor Charges"). Frequently, such third-party <br /> vendors require payment in advance of services or delivery. Accordingly, Provider will <br /> submit to the County invoices for estimated OOP and estimates or quoted pricing for <br /> Vendor Charges, specifying payment due dates, and the County will make payment to <br /> Provider in time for Provider to meet such due dates. If estimated OOP and Vendor <br /> Charges that were invoiced by to and paid by the County in advance are different from <br /> actual OOP and Vendor Charges incurred by the Provider, then the Provider will <br /> reconcile the advance payments received from the County against actual OOP and <br /> Vendor Charges incurred, to reflect a credit or shortfall to be added to the next invoice. If <br /> OOP and Vendor Charges are not available at the time of the next bill by Provider, the <br /> reconciliation will be included in a later invoice. <br /> b. Additional Services. County shall not be responsible for costs related to any services in <br /> addition to the Basic Services performed by Provider unless County requests such <br /> additional services in writing and such additional services are evidenced by a written <br /> amendment to this Agreement. <br /> 6. Responsibilities of the County <br /> a. Cooperation and Coordination. The County has designated (Laurie Paolicelli, <br /> Executive Director, Chapel Hill Orange County Visitors Bureau) to act as the County's <br /> representative with respect to the Project and shall have the authority to render decisions <br /> within guidelines established by the County Manager and/or the County Board of <br /> Commissioners and shall be available during working hours as often as may be <br /> reasonably required to render decisions and to furnish information. <br /> Revised 2/17 4 <br />