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Revised 06/21 <br />3 <br /> <br />3. Basic Services <br /> <br />Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br />(fully describe services to be provided): Access and use of RUBICONSmartCity <br />technology for 8 vehicles and related items set forth on the Quote attached hereto as <br />Attachment A and the Master Software Services Agreement dated as of March 31, 2023 <br />by and between County and Provider attached as Attachment B hereto (the “MSA”). <br />County and Provider hereby agree that (i) this Agreement constitutes an Order under the <br />MSA, (ii) the MSA shall be deemed executed by County and Provider upon the <br />execution of this Agreement regardless of whether the MSA is actually executed by <br />County and Provider and (iii) notwithstanding anything contained in this Agreement to <br />the contrary and notwithstanding the definition of “Order” (as set forth in Section 1.9 of <br />the MSA). In the event of any conflicts between this Agreement and the MSA, the MSA <br />shall be controlling. <br /> <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from March 31, 2023 to March 30, 2026. <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 <br />accordance with the approved project schedule at no additional cost to the <br />County. <br /> <br />iii) The Commencement Date for the Provider's Basic Services shall be March 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 <br />amount payable for Basic Services shall not exceed Eighty-Seven Thousand Eight <br />Hundred Thirty-Five Dollars ($87,835.00). 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 <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 /> <br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6