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5 <br /> a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows <br /> (fully describe services to be provided): To resell Microsoft 365 Licenses to Orange <br /> County per Exhibit A <br /> 4. Duration of Services <br /> a. Term. The term of this Agreement shall be from February 1St, 2026 to January 31St, <br /> 2027. <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 February 1St, <br /> 2026. <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 Six Hundred Eighty-One Thousand, Eight <br /> Hundred Seven Dollars and Thirty-One Cents Dollars ($681,807.31). 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 /> 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 /> 6. Responsibilities of the County <br /> a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as <br /> the County's representative with respect to the Project who shall have the authority to <br /> render decisions within guidelines established by the County Manager or the County <br /> Board of Commissioners and who shall be available during working hours as often as may <br /> be reasonably required to render decisions and to furnish information. <br /> Revised 01/24 <br /> 3 <br />