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DocuSign Envelope ID:A2FDOFBC-4E1A-4308-A742-DE124C847BB6 <br /> Customer due to errors or omissions of the Provider. Should this Agreement be terminated, the Provider <br /> shall deliver to the Customer within seven (7) days, at no additional cost, all Deliverables including any <br /> electronic data or files relating to the Project. <br /> 8 Fee <br /> Varrow's Professional Services Fee for this Statement of Work will be charged at a Fixed Project Rate as <br /> defined in quote number AAAQ16794. The Fixed Project Rate includes travel expenses. <br /> The Fixed Project Rate is based on performance of the tasks and development of the deliverables <br /> described in this SOW. Customer agrees to pay Varrow for the services as described in this Statement of <br /> Work, including executed change orders, if applicable. <br /> The payment of any sums by the Customer under this Agreement or the failure of the Customer to require <br /> compliance by the Provider with any provisions of this Agreement or the waiver by the Customer of any <br /> breach of this Agreement shall not constitute a waiver of any claim for damages by the Customer for any <br /> breach of this Agreement or a waiver of any other required compliance with this Agreement. <br /> 9 Invoicing Terms <br /> Varrow will invoice project fees on the following schedule: <br /> • 25%will be invoiced upon commencement of services <br /> • 75%will be invoiced upon project completion <br /> 10 Project Addresses <br /> Project Location Address: Billing Address: <br /> Orange County Orange County <br /> 131 W. Margaret Lane, Suite 300 131 W. Margaret Lane, Suite 300 <br /> Hillsborough, NC 27278 Hillsborough, NC 27278 <br /> 11, Terms and Conditions— <br /> This Statement of Work is between Varrow, Inc. ("Varrow", "Provider") and Orange County ("Customer") <br /> for the services defined herein. <br /> If there is a Master Services Agreement in place between Varrow and Customer(the"Agreement")that is <br /> in effect at the time Customer executes this Statement of Work, then such Agreement shall govern the <br /> provision of services. <br /> The Provider agrees to indemnify and hold harmless the Customer from all loss, liability, claims or <br /> expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury <br /> including death or property damage to any person or persons caused in whole or in part by the <br /> negligence or misconduct of the Provider except to the extent same are caused by the negligence or <br /> willful misconduct of the Customer. It is the intent of this provision to require the Provider to indemnify the <br /> Customer to the fullest extent permitted under North Carolina law. <br /> Changes in the services and entitlement to additional compensation or a change in duration of this <br /> Agreement shall be made by a written Amendment to this Agreement executed by the Customer and the <br /> Provider. The Provider shall proceed to perform the Services required by the Amendment only after <br /> receiving a fully executed Amendment from the Customer. <br /> Orange County-IT Department <br /> Citrix Services Statement of Work: Revision C !!� ' September 10,2013 <br /> Varrow Quote Reference:AAAQ16794 V Page 6 <br />