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Revised 06/21 3 <br />i) The Provider shall perform as Basic Services the work and services described herein <br />and as specified in the County’s Request for Proposals or Request for Qualifications <br />(the “RFP”) “RFP Number RFQ 367-OC5367 for “professional services for <br />Mechanical and Electrical Engineering Design Services” issued August 24, 2022, and <br />the Provider’s proposal, which are fully incorporated and integrated herein by <br />reference together with Attachments A - Progressive Design Collaborative (PDC) <br />HVAC Upgrades Proposal dated December 14, 2022 (designate all attachments). In <br />the event a term or condition in any referenced document or attachment conflicts with <br />a term or condition of this Agreement the term or condition in this Agreement shall <br />control. Should such conflict arise the priority of documents shall be as follows: This <br />Agreement, the County’s RFP together with attachments, Provider’s Proposal <br />together with attachments. <br /> <br />ii) The Basic Services will be performed by the Provider in accordance with the <br />following schedule: (Insert milestones task list, dates and fees. If milestones are <br />not established mark N/A under Milestone Task 1.) <br /> <br />Milestone Task Milestone Date Milestone Fee <br /> 1. N/A <br /> 2. <br /> 3. <br /> 4. <br /> 5. <br /> 6. <br /> 7. <br /> 8. <br /> 9. <br /> 10. <br /> <br /> <br />iii) Should County reasonably determine that Provider has not met the Milestone Dates <br />established in Section 3(a)(ii), County shall notify Provider of the failure to meet <br />the Milestone Date. The County, at its discretion may provide the Provider seven <br />(7) days to cure the breach. County may withhold the accompanying payment <br />without penalty until such time as Provider cures the breach. In the alternative, <br />upon Provider’s failure to meet any Milestone Date the County may modify the <br />Milestone Date schedule. Should Provider or its representatives fail to cure the <br />breach within seven (7) days, or fail to reasonably agree to such modified schedule, <br />County may immediately terminate this Agreement in writing, without penalty or <br />incurring further obligation to Provider. This section shall not be interpreted to <br />limit the definition of breach to the failure to meet Milestone Dates. <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from February 6, 2023 to June 30, 2024. <br /> <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 />DocuSign Envelope ID: F731FD7C-FE78-4F4A-8A71-1B0CE3D43EBE