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5 <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from October , 2019 to October 31, 2022 <br /> with an option to renew for two additional one year periods. <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 October , <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 /> This Agreement is intended to be an umbrella agreement authorizing the performance of <br /> emergency storm debris clearance and removal services that may or may not be <br /> necessary during the term of the Agreement. Should activation of a contract become <br /> necessary, fees will be estimated based off the initial assessment of damages occurred, <br /> using the fee schedules determined by the Local Government Debris Manager in <br /> consultation with State and FEMA officials. Prior to any service being provided, the <br /> County and Provider shall negotiate a "Not to Exceed" amount for the services required <br /> within this Agreement. The written Notice to Proceed issued by the County shall include <br /> the negotiated Not to Exceed Amount. Upon completion of the service Provider shall <br /> submit an invoice to the County as provided herein. All invoices shall include <br /> appropriate detail to satisfy County and current FEMA requirements. In the event the <br /> 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 may only be made upon receipt of a properly <br /> submitted invoice. Payment shall be made through the County's purchase order process <br /> and any such purchase order shall have attached a corresponding scope of work and shall <br /> be pre-audited as required by North Carolina law. Should Provider fail to perform its <br /> duties under the terms of this Agreement, County may, without fault or penalty, <br /> withhold any payment associated with the work to be performed until such time as said <br /> work is completed. <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 /> Revised 12/18 3 <br />