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NORTH CAROLINA <br />�2a 4'? - i0? I5 <br />2" T <br />[Departmental Use Only] <br />TITLE WWI network overhaul <br />FY 2012 <br />SERVICES AGREEMENT UNDER $90,000.00 <br />ORANGE COUNTY RFP — NO REIMBURSABLE EXPENSES <br />This Services Agreement (hereinafter "Agreement "), made and entered into this 8th day <br />of May , 2012, ( "Effective Date ") by and between Orange County, North Carolina a <br />body politic and corporate of the State of North Carolina (hereinafter, the "County ") and MXN <br />Corporation, a Georgia Corporation, (hereinafter, the 'Provider "). <br />WITNESSETH: <br />That the County and Provider, for the consideration herein named, do hereby agree as <br />follows: <br />1. Services <br />a. Scope of Work. <br />i) This Services Agreement ( "Agreement ") is for professional services to be <br />rendered by Provider to County with respect to (insert type of project): As <br />described in 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 <br />required or necessary under this Agreement in a fully competent, professional and <br />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 <br />Basic Services under this Agreement shall be as set forth herein. <br />2. Responsibilities of the Provider <br />a. Services to be provided. The Provider shall provide the County with all services <br />required in Section 3 to satisfactorily complete the Project within the time limitations set <br />forth herein and in accordance with the highest professional standards. <br />b. Standard of Care. <br />i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the highest generally accepted standards <br />of this type of Provider practice throughout the United States and in accordance <br />with applicable federal, state and local laws and regulations applicable to the <br />Revised 5/15/2012 1 <br />