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DocuSign Envelope ID:AA335D7A-5559-49E4-8BFB-49DFC3C62F17 <br /> below the maximum limit defined above. All customizations to re-brand the software in <br /> name and appearance to conform to style conventions for information technology <br /> associated with Orange County and its pre-arrest diversion program are included <br /> without counting against the custom development limit above. Software is provided for <br /> usage throughout the term of this agreement on a license-free basis. <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from February 2, 2019 to July 31, 2019. <br /> This agreement shall automatically be extended for up to a maximum of six (6) <br /> consecutive one-month extensions unless either party gives written notice to the other <br /> party (on or prior to the 15th day of any given month) of its intention to terminate this <br /> Agreement, which termination shall be effective as of the last calendar day of the month <br /> in which such termination notice was given. The compensation for each additional <br /> month shall be at the rate of$1,166.00 per month. <br /> b. Scheduling of Services. <br /> i) The Provider shall schedule and perform its activities in a timely manner. <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 February 2"d, <br /> 2019. <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 shall not exceed Fourteen Thousand <br /> Dollars ($14,000); (Seven Thousand Dollars ($7,000.00) after the first six months and <br /> One Thousand One Hundred Sixty Six Dollars ($1,166.00) per month if extended). <br /> Payment for Basic Services shall become due and payable within thirty (30) days of <br /> Provider properly invoicing County. Payment shall be subject to provisions of Section <br /> 5(b). <br /> b. Disputes. In the event the amount stated on an invoice is disputed by the County, the <br /> County may withhold payment of all or a portion of the amount stated on an invoice <br /> until the parties resolve the dispute. Should Provider fail to perform its duties under the <br /> terms of this Agreement, County may, without fault or penalty, withhold any payment <br /> associated with the work to be performed until such time as said work is completed. <br /> c. 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 /> Revised 10/17 <br /> 3 <br />