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Revised 04/21 <br />3 <br />will redesign and/or reduce portions of the project in an effort to reduce the bid <br />prices to within the total project cost and rebid the project. One such redesign is <br />included within Basic Services. If this second letting for bids does not produce bids <br />that are within the approved total project cost initially or after negotiations with the <br />contractor the cost is not reduced to an amount within the total project cost, the <br />Provider is not obligated to engage in further redesign. <br /> <br />3. Basic Services <br /> <br />a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br />(fully describe services to be provided): Safety Center App for all Orange County <br />Employee Smart Devices <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from 10/1/20 to 9/30/21, renewable annually <br />through September 30, 2023, with up to a 5% increase in billable fees annually. <br /> <br />b. Scheduling of Services. <br />i) The Provider shall schedule and perform its activities in a timely manner. <br /> <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 accordance <br />with the approved project schedule at no additional cost to the County. <br /> <br />iii) The Commencement Date for the Provider's Basic Services shall be 10/1/2020. <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 the Subscription fees for the Term of <br />this Agreement. The maximum amount payable for Basic Services shall not exceed Six <br />Thousand Four Hundred Thirty-Nine and 70/100 Dollars ($6,439.70) annually, subject to <br />increases as provided in section 4.a. Payment for satisfactorily performed Basic Services <br />shall become due and payable within thirty (30) days of Provider properly invoicing <br />County. Payment shall be subject to provisions of Section 5(b). <br /> <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 until <br />the parties resolve the dispute. Should Provider fail to perform its duties under the terms <br />of this Agreement, County may, without fault or penalty, withhold any payment associated <br />with the work to be performed until such time as said work is completed. <br /> <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 /> <br />DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E