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Revised 01/24 <br />3 <br /> <br />a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br />(fully describe services to be provided): See attached Memorandum of Agreement <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from 11/3/25 to 6/30/26. <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 11/3/25. <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 0 Dollars ($0). Payment for <br />satisfactorily performed Basic Services shall become due and payable within thirty (30) <br />days of Provider properly invoicing County. Payment shall be subject to provisions of <br />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 />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 /> <br />6. Responsibilities of the County <br /> <br />a. Cooperation and Coordination. The County has designated (Danielle DeCaprio, <br />OCPEH Manager) to act as the County's representative with respect to the Project who <br />shall have the authority to render decisions within guidelines established by the County <br />Manager or the County Board of Commissioners and who shall be available during <br />working hours as often as may be reasonably required to render decisions and to furnish <br />information. <br /> <br />Docusign Envelope ID: EF54627B-05C3-4463-A029-89F3A1BAE714