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DocuSign Envelope ID : 69FI lA6C -C65C-4EAD-ADFD-64957D8CCEOA <br /> 1) The Provider shall perform as Basic Services the work and services described <br /> herein and as specified in the County ' s Request for Proposals or Request for <br /> Qualifications (the "RFP ") "RFP Number 367 005355 for "A Climate Action <br /> Plan for Orange County" issued May 24 , 2022 , and the Provider ' s proposal , <br /> which are fully incorporated and integrated herein by reference together with <br /> Attachments Attachment # 1 - OrangeCountyCAPBudgetandTimeline (designate all <br /> attachments) . In the event a term or condition in any referenced document or <br /> attachment conflicts with a term or condition of this Agreement the term or <br /> condition in this Agreement shall control . Should such conflict arise the priority <br /> of documents shall be as follows : This Agreement, the County ' s RFP together <br /> with attachments , Provider ' s Proposal together with attachments . <br /> 11) The Basic Services will be performed by the Provider in accordance with the j <br /> following schedule : (Insert milestones task list, dates and fees . If milestones <br /> are not established mark N/A under Milestone Task 1 . ) <br /> Milestone Task Milestone Date Milestone Fee <br /> 1 . See Attachment # 1 <br /> 2 . <br /> 3 . <br /> 4 . <br /> 5 . <br /> 6 . <br /> 7 . <br /> 8 . <br /> 9 . <br /> 10 . <br /> 111) Should County reasonably determine that Provider has not met the Milestone <br /> Dates established in Section 3 (a) (1ii) , County shall notify Provider of the failure to <br /> meet the Milestone Date . The County, at its discretion may provide the Provider <br /> seven (7 ) days to cure the breach . County may withhold the accompanying <br /> payment without penalty until such time as Provider cures the breach . In the <br /> alternative , upon Provider ' s failure to meet any Milestone Date the County may <br /> modify the Milestone Date schedule . Should Provider or its representatives fail to <br /> cure the breach within seven (7) days , or fail to reasonably agree to such modified <br /> schedule , County may immediately terminate this Agreement in writing, without <br /> penalty or incurring further obligation to Provider . This section shall not be <br /> interpreted to limit the definition of breach to the failure to meet Milestone Dates . <br /> 4 . Duration of Services <br /> a . Term . The term of this Agreement shall be from November 1 , 2022 to October 31 , 2023 . <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 /> Revised 06 / 21 3 <br />