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FEB-02-1996 06:47 P.02i13 <br /> /n yw X., <br /> co <br /> [Departmental Use Only] <br /> TITLE SplinterGroup <br /> FY 2011 <br /> NORTH CAROLINA <br /> SERVICES AGREEMENT UNDER$90,000.00 <br /> ORANGE COUNTY <br /> This Services Agreement(hereinafter"Agreement"), made and entered into this January 27, 2011, <br /> ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the <br /> State of North Carolina (hereinafter, the "County") and The Splinter Group, Inc., a North Carolina <br /> Corporation with its principal place of business in Carrboro, Orange County, North Carolina, (hereinafter, <br /> the"Provider"). <br /> WITNESSETH: <br /> That the County and Provider, for the consideration herein named, do hereby agree as follows: <br /> 1. Services <br /> a. Scope of Work. <br /> i) This Agreement is for services to be rendered by Provider to County with respect to <br /> marketing services described in Provider's Proposal attached hereto and incorporated <br /> herein as Attachment A. <br /> ii) By executing this Agreement, the Provider represents and agrees that Provider is <br /> qualified to perform and fully capable of performing and providing the services required or <br /> necessary under this Agreement in a fully competent, professional and timely manner. <br /> iii) Time is of the essence with respect to this Agreement <br /> iv) The services to be performed under this Agreement consist of Basic Services, as <br /> described and designated in Section 3 hereof. Compensation to the Provider for Basic <br /> Services under this Agreement shall be as set forth herein. <br /> 2. Responsibilities of the Provider <br /> a. ervices to be provided. The Provider shall provide the County with all services required in <br /> Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in <br /> accordance with the highest professional standards. <br /> b. %nndard.of Care. <br /> i) The Provider shall exercise reasonable care and diligence in performing services under <br /> this Agreement in accordance with the highest generally accepted standards of this type <br /> of Provider practice throughout the United States and in accordance with applicable <br /> federal, state and local laws and regulations applicable to the performance of these <br /> services. Provider is solely responsible for the professional quality, accuracy and timely <br /> completion and/or submission of all work related to the Basic Services. <br /> ii) Provider shall be responsible for all errors or omissions in the performance of the <br /> Agreement. Provider shall correct any and all errors, omissions, discrepancies, <br /> ambiguities, mistakes or conflicts at no additional cost to the County, where such errors, <br /> omissions, discrepancies, ambiguities, mistakes or conflicts relate to the information or <br /> content provided, created or modified 'by the Provider. Provider's responsibility for <br /> correction of errors pursuant to this Section shall not extend to errors, omissions, <br /> discrepancies, ambiguities, mistakes or conflicts arising from content or information <br /> provided by the County. For the purposes of this section "information or content" shall <br /> include text and images appearing on the website. <br /> 1 <br />