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Revised 06/21 3 <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): The resale of M365 G3, O365 G3, and EMS G3 <br />licensing per the attached quote from SHI (Attachment A). <br />4.Duration of Services <br />a.Term. The term of this Agreement shall be from January 18th, 2023 to January 17th, <br />2026. <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 January 18th, <br />2023. <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 Four Hundred and Three Thousand, <br />One Hundred and Ninty-Five, and Ninty-Seven Cents Dollars ($403,195.97). Payment <br />for satisfactorily performed Basic Services shall become due and payable within thirty <br />(30)days of Provider properly invoicing County. Payment shall be subject to provisions <br />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 />6.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 />7.Responsibilities of the County <br />DocuSign Envelope ID: 2FCD027B-9E19-49BF-B76A-D09833A03300