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Revised 01/24 4 <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 /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from July 1, 2026 to June 30, 2031. <br /> <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 /> <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 July 1, 2026. <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 is One Million, seven hundred thirty-eight thousand, <br />seven hundred forty-four Dollars ($1,738,744), charged as set forth in the RFP and <br />response to the RFP attached hereto and incorporated by reference. The Provider may <br />assess the County with a CPI adjustment up to 3% on the second through fifth year of <br />the contract term, based on the Bureau of Labor Statistics-All Urban Consumers index. <br />The CPI adjustment is capped at 3% during the term of the contract. (This shall include <br />the additional two 2-year extensions). In the event the amount stated on an invoice is <br />disputed by the County, the County may withhold payment of all or a portion of the <br />amount stated on an invoice until the parties resolve the dispute. Payment for Basic <br />Services shall become due and payable in direct proportion to satisfactory services <br />performed and work accomplished. Payments will be made as Project milestones as set <br />out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, <br />Provider may invoice for the amount listed as the milestone fee corresponding to the <br />first milestone task upon County’s acknowledgement of the satisfactory completion of <br />Task one. Upon the County’s acknowledgement that the second Task has been <br />satisfactorily completed Provider may invoice for that corresponding milestone fee.) <br />Milestone fees shall be the maximum amount payable for its corresponding milestone <br />task which shall not be altered except by written amendment. <br /> <br />Docusign Envelope ID: F19CC899-786D-8E38-813F-5D0A84DCD592