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DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07 <br /> 3. Basic Services <br /> a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br /> (fully describe services to be provided): AVAYA voice over IP system (VoIP) software <br /> upgrade to a more robust call center environment to meet the pandemic response and <br /> vaccine distribution challenges. In order to accommodate the additional licenses needed, <br /> Avaya (manufacturer of phone system) requires an accompanying software upgrade to <br /> handle the increase in licenses. This contract will also move the current licensing model <br /> from perpetual with annual maintenance to a subscription model with maintenance built <br /> into the subscription costs. Labor, hardware and licensing costs are broken out in <br /> Attachment A. <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from 21 April 2021 to 20 April 2024. <br /> b. Scheduliniz 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 21 April <br /> 2021. <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 satisfactorily (as <br /> determined by the County) performed pursuant to this Agreement. The maximum <br /> amount payable for Basic Services shall not exceed two-hundred-sixty-seven-thousand- <br /> seven-hundred-forty-six and 92/100 Dollars ($267,746.92) (See Attachment A). <br /> Payment for satisfactorily performed Basic Services shall become due and payable <br /> within thirty (30) days of Provider properly invoicing County. Payment shall be subject <br /> to provisions of Section 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 07/20 <br /> 3 <br />