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Revised 06/21 <br />3 <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 Crowdstrike Falcon Complete, <br />Falcon X, and Falcon Device Control services to Orange County for the licenses and <br />services as described in the Quote (Attachment A), pursuant to the additional terms and <br />conditions for OMNIA Partners contract #RR191902 and those agreed upon between the <br />County and Crowdstrike (Exhibit 1). <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from January 31st, 2023 to January 30th, <br />2024. <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 January 31, <br />2023. <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 all services satisfactorily (as <br />determined by the County) performed pursuant to this Agreement. The maximum amount <br />payable for Basic Services shall not exceed One Hundred Twelve Thousand, Nine <br />Hundred Sixty-Five Dollars ($112,965.00). Payment for satisfactorily performed Basic <br />Services shall become due and payable within thirty (30) days of Provider properly <br />invoicing 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 />6. Responsibilities of the County <br /> <br />a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the <br />County's representative with respect to the Project who shall have the authority to render <br />decisions within guidelines established by the County Manager or the County Board of <br />DocuSign Envelope ID: 8CCC378C-D84F-4D9F-BAF3-FB77653C088A