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4 Revised 01/24 <br />ii) Should the County and Town determine that the Provider is behind schedule, it may <br />require the Provider to expedite and accelerate its efforts, including providing <br />additional resources and working overtime, as necessary, to perform its services in <br />accordance with the approved project schedule at no additional cost to the County <br />or Town. <br /> <br />iii) The Commencement Date for the Provider's Basic Services shall be . <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 and Town) performed pursuant to this Agreement. The <br />maximum amount payable for Basic Services is Dollars ($ ). In the event the amount <br />stated on an invoice is disputed by the County or Town, the County may withhold payment <br />of all or a portion of the amount stated on an invoice until the parties resolve the dispute. <br />Payment for Basic Services shall become due and payable in direct proportion to <br />satisfactory services performed and work accomplished. Payments will be made as Project <br />milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone <br />fee. (For example, Provider may invoice for the amount listed as the milestone fee <br />corresponding to the first milestone task upon County’s and Town’s acknowledgement of <br />the satisfactory completion of Task one. Upon the County’s and Town’s acknowledgement <br />that the second Task has been satisfactorily completed Provider may invoice for that <br />corresponding milestone fee.) Milestone fees shall be the maximum amount payable for <br />its corresponding milestone task which shall not be altered except by written amendment. <br /> <br />b. Sole Source for Compensation. Subject to the Inter-Local Agreement between Orange <br />County and the Town of Chapel Hill regarding this project, the County will be the sole <br />source of funding and payments made directly to the provider for the Basic Service Fees <br />in this agreement. This reference does not grant any rights to Provider under the Inter- <br />Local Agreement. To the extent allowed by law the County agrees to indemnify the Town <br />for any claim regarding non-payment made by the Provider, up to the amounts identified <br />in the Inter-Local Agreement ($50,000.00). <br /> <br />c. Additional Services. County and Town shall not be responsible for costs related to any <br />services in addition to the Basic Services performed by Provider unless County and Town <br />requests such additional services in writing and such additional services are evidenced by <br />a written amendment to this Agreement. <br /> <br />6. Responsibilities of the County and the Town <br /> <br />a. Cooperation and Coordination. The County and Town have designated ( ) to act as the <br />County's and Town’s representative with respect to the Project who shall have the <br />authority to render decisions within guidelines established by the County Manager, Town <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 /> <br /> <br />Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77