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3 Revised 10/17 <br />Milestone_Annual Upgrades <br />2. <br />3. <br />4. <br />5. <br />6. <br />7. <br />8. <br />9. <br />10. <br /> <br />iii) Should County reasonably determine that Provider has not met the Milestone Dates <br />established in Section 3(a)(ii), County shall notify Provider of the failure to meet <br />the Milestone Date. The County must provide the Provider seven (7) days to cure <br />the breach. County may withhold the accompanying payment without penalty <br />until such time as Provider cures the breach. In the alternative, upon Provider’s <br />failure to meet any Milestone Date the County may modify the Milestone Date <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 Milestone Dates. <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from 7/1/2018 to 6/31/2028. <br /> <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 Milestone Dates listed in Section 3. <br />ii) The Commencement Date for the Provider's Basic Services shall be July 1st, 2018. <br /> <br />5. Compensation <br /> <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 twelve thousand <br />four hundred fifty nine Dollars ($212,459.00 {year 1: $99,999.00; year 2: $11,070.00; <br />year 3: $11,402.00; year 4: $11,744.00; year 5: $12,096.00; year 6: $12,459.00; year 7: <br />12,833.00; year 8: $13,218.00; year 9: $13,615.00; year 10: $14,023.00}). In the event <br />the amount stated on an invoice is disputed by the County, the County may withhold <br />payment of all or a portion of the amount stated on an invoice until the parties resolve <br />the dispute. Payment for Basic Services shall become due and payable pursuant to the <br />SOW attached to Provider’s General Agreement. <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 /> <br />6. Responsibilities of the County <br /> <br />5