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5 <br /> bids that are within the approved total project cost initially or after negotiations <br /> with the contractor the cost is not reduced to an amount within the total project cost, <br /> the Provider is not obligated to engage in further redesign. <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): Consolidate all Orange County Transportation <br /> plans, programs, policies, etc into single document (TMP), including analysis, maps, <br /> extensive public engagement, prioritization matrix, and action plan for implementation. <br /> Attachment 1 identifies key deliverables for the Scope of Work. <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from October 1,2023 to September 30,2024. <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 accordance <br /> with the approved project schedule at no additional cost to the County. <br /> iii) The Commencement Date for the Provider's Basic Services shall be October 1, <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 amount <br /> payable for Basic Services shall not exceed One Hundred Fifty Thousand Dollars <br /> ($150,000). Payment for satisfactorily performed Basic Services shall become due and <br /> payable within thirty(30) days of Provider properly invoicing County. Payment shall be <br /> subject to provisions 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 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 /> 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 /> Revised 04/23 <br /> 3 <br />