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3 <br /> <br /> <br />UNC SOM # 23-0415.t002 <br /> <br /> <br />ii) Should the County determine that the Provider is significantly behind schedule <br />(through its own fault), it may require the Provider to expedite and accelerate its <br />efforts to perform the Services in accordance with the approved project schedule at <br />no additional cost to the County. In no event shall Provider be responsible or liable <br />for any delay in the performance of its obligations hereunder arising out of or <br />caused by, directly or indirectly, forces beyond its control, including, without <br />limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or <br />military disturbances, nuclear or natural catastrophes or acts of God, and <br />interruptions, loss or malfunctions of utilities, communications or computer <br />(software and hardware) services. <br /> <br />4. Compensation <br /> <br />a. Compensation for Services. County shall pay University in accordance with Exhibit A, <br />attached hereto and incorporated herein by reference. Compensation for Services shall <br />include all compensation due the Provider from the County for all services satisfactorily <br />(as determined by the County) performed pursuant to this Agreement. Payment for <br />satisfactorily performed Services shall become due within thirty (30) days of Provider <br />properly invoicing County. Payment shall be subject to provisions of Paragraph 4(b). <br /> <br />b. Invoice Disputes. In the event the amount stated on an invoice is disputed by the County, <br />the 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 />c. Compensation for Additional Services. County shall not be responsible for costs related <br />to any services in addition to the Services performed by Provider unless County requests <br />such additional services in writing and such additional services are evidenced by a written <br />amendment to this Agreement. <br /> <br />5. Responsibilities of the County <br /> <br />a. Cooperation and Coordination. The County has designated Blake Rosser, Interim Director <br />of Orange County Housing, to act as the County's representative with respect to the <br />Agreement and who shall have the authority to render decisions within guidelines <br />established by the County Manager or the County Board of Commissioners and who shall <br />be available during working hours as often as may be reasonably required to render <br />decisions and to furnish information. <br /> <br />b. Email and Databases. County shall provide Provider and its staff with secure emails and <br />access to County databases, as necessary, for the deliverables and to access materials <br />necessary to provide the deliverables. Security of any such emails, databases and technical <br />platforms (“mediums”) required to access and prepare deliverables are the responsibility <br />of the County and the mediums shall be kept secure in accordance with industry best <br />practices and applicable laws and regulations. <br /> <br />c. Technical Support, Maintenance and Security of County Mailbox. The County retains full <br />ownership of and shall be responsible for the availability, connectivity, maintenance, <br />security, and other technical services in support of the ochpc@orangecountync.gov <br />DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5