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DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 <br /> [Departmental Use Only] <br /> TITLE NEOGOV Perform <br /> FY 2017-18 <br /> NORTH CAROLINA <br /> SERVICES AGREEMENT UNDER <br /> $90,000.00 <br /> NO RFP/RFQ <br /> ORANGE COUNTY <br /> This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of May, 2017, ("Effective <br /> Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina(hereinafter, the <br /> "County")and GovernmentJobs.com,Inc.d/b/a/NEOGOV,Inc,(hereinafter,the"Provider"). <br /> WITNESSETH: <br /> That the County and Provider,for the consideration herein named,do hereby agree as follows: <br /> 1. 1. Services <br /> a. Scope of Work. <br /> i) This Agreement is for services to be rendered by Provider to County with respect to(insert type of <br /> project): See attached Exhibit A,which is hereby incorporated into this document. <br /> ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to <br /> perform and fully capable of performing and providing the services required or necessary under this <br /> 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 described and <br /> designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement <br /> 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 required in Section 3 to <br /> satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest <br /> professional standards. <br /> b. Standard of Care. <br /> i) The Provider shall exercise reasonable care and diligence in performing services under this <br /> Agreement in accordance with the highest generally accepted standards of this type of Provider practice <br /> throughout the United States and in accordance with applicable federal, state and local laws and <br /> regulations applicable to the performance of these services. Provider is solely responsible for the <br /> professional quality,accuracy and timely completion and/or submission of all work related to the Basic <br /> Services. <br /> ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or <br /> assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, <br /> discrepancies,ambiguities,mistakes or conflicts at no additional cost to the County. <br /> iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the <br /> performance of any work under this Agreement without prior written permission of the County. No <br /> permission for subcontracting shall create, between the County and the subcontractor, any contract or <br /> any other relationship. <br /> iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged <br /> by the Provider in the performance of any work or services required of the Provider under this <br /> Agreement,shall be considered employees or agents of the Provider only and not of the County,and any <br /> and all claims that may or might arise under any workers compensation or other law or contract on <br />