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DocuSign Envelope ID:576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F <br /> [Departmental Use Only] <br /> TITLE PhotoShelter Contract <br /> FY 2019-20 and 2020-21 <br /> NORTH CAROLINA <br /> SERVICES AGREEMENT UNDER$90,000.00 <br /> NO RFP/RFQ <br /> ORANGE COUNTY <br /> This Services Agreement (hereinafter "Agreement"), made and entered into this 5th day of <br /> September, 2019, ("Effective Date") by and between Orange County, North Carolina a political <br /> subdivision of the State of North Carolina (hereinafter, the "County") and PhotoShelter Inc., a <br /> Delaware Corporation, with offices at I I I Broadway, 19th Floor, New York, New York, 10006 <br /> ("PhotoShelter"), (hereinafter, 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 <br /> to(insert type ofproject): Cloud-based digital asset management platform licensing <br /> agreement. <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 required <br /> in Section 3 to satisfactorily complete the Project within the time limitations set forth <br /> 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 /> performance of these services. Provider is solely responsible for the professional <br /> Revised 12/18 <br /> 1 <br />