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5 <br /> i) The Provider shall perform as Basic Services the work and services described <br /> herein and as specified in the County's Request for Proposals or Request for <br /> Qualifications (the "RFP") "RFP Number 367-005434. for "Orange County <br /> Trails Plan" issued September 6, 2024, and the Provider's proposal, which are <br /> fully incorporated and integrated herein by reference together with Attachments 1 <br /> ("Original Proposal") and 2 (Deliverables and Tasks/Milestones") (designate all <br /> attachments). In the event a term or condition in any referenced document or <br /> attachment conflicts with a term or condition of this Agreement the term or <br /> condition in this Agreement shall control. Should such conflict arise the priority <br /> of documents shall be as follows: This Agreement, the County's RFP together <br /> with attachments, Provider's Proposal together with attachments. <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 <br /> are not established mark N/A under Milestone Task 1.) <br /> Milestone Task Milestone Date Milestone Fee <br /> 1. Kickoff 1/1/25 $26,000 <br /> 2. Task 4 6/1/25 $26,000 <br /> 3. Completion 10//25 $26,000 <br /> 4. <br /> 5. <br /> 6. <br /> 7. <br /> 8. <br /> 9. <br /> 10. <br /> iii) Should County reasonably determine that Provider has not met the Milestone <br /> Dates established in Section 3(a)(ii), County shall notify Provider of the failure to <br /> meet the Milestone Date. The County, at its discretion may provide the Provider <br /> seven (7) days to cure the breach. County may withhold the accompanying <br /> payment without penalty until such time as Provider cures the breach. In the <br /> alternative, upon Provider's failure to meet any Milestone Date the County may <br /> modify the Milestone Date schedule. Should Provider or its representatives fail to <br /> cure the breach within seven (7) days, or fail to reasonably agree to such modified <br /> schedule, County may immediately terminate this Agreement in writing, without <br /> penalty or incurring further obligation to Provider. This section shall not be <br /> interpreted to limit the definition of breach to the failure to meet Milestone Dates. <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from January 1, 2025 to September 30, 2025. <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 /> Revised 01/24 3 <br />