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DocuSign Envelope ID:2C9BC415-6A28-4C2B-96FC-6AE37E38F9D0 <br /> Attachment A <br /> TECHNICAL SERVICES AGREEMENT <br /> THISTECHNICAL SERVICES AGREEMENT("Agreement")dated March 30 2021,is between <br /> ORANGE COUNTY("Customer")and STARPOINT GLOBAL SERVICES.("Starpoint"). <br /> FOR VALUE RECEIVED,the parties agree as follows: <br /> 1. Services. Starpoint agrees to provide the following services to Customer("Services"): <br /> PaperVision Enterprise Server Move for Orange County-455. The deliverables,scope of work,specifications, <br /> feesibudget,timetable and other agreements related to the performance of the Services shall be as set forth on the <br /> Statement of Work attached to this Agreement as Exhibit A("Statement of Work"). <br /> 2. General Terms and Conditions. <br /> a. Fees and Expenses. <br /> i. Fees. Customer agrees to timely pay Starpoint for the Services in accordance <br /> with the fee and payment schedule(including milestone payments)set forth in the Statement of Work. If the <br /> Services or Statement of Work is materially changed,Starpoint reserves the right to renegotiate the feesibudget for <br /> the Services. If completion of the Services is delayed for any reason,such delay shall not excuse Customer's <br /> obligation to pay for the Services. <br /> ii. Out-of-Pocket Expenses. Starpoint shall be reimbursed for all of its reasonable <br /> out-of-pocket expenses,including,but not limited to,travel related expenses,hotel expenses and meal expenses. <br /> iii. Invoices. Starpoint will invoice Customer monthly for Services rendered during <br /> the preceding monthly period as provided by the Statement of Work or upon completion of the Services(as <br /> determined by Starpoint,if not otherwise covered by the Statement of Work). Customer shall pay the invoices <br /> within thirty(30)days following receipt. All amounts not paid within ten(10)days following their due date shall <br /> bear interest at the rate of one and one-half percent(1.5%)per month from the date due until paid. Customer shall <br /> pay all costs of collection,including reasonable attorneys' fees,court or arbitration costs and expenses,in the event <br /> any invoice requires collection efforts. <br /> iv. Early Termination. In the event of the termination of this Agreement by <br /> Customer without cause prior to Starpoint being able to fully perform the required Services, Starpoint shall be <br /> entitled to full payment of its fees for the Services as set forth in the Statement of Work,unless Starpoint(in its sole <br /> and absolute discretion)shall otherwise agree in writing. <br /> b. Obligations of Customer. <br /> i. Support and Cooperation. Customer agrees to make available to Starpoint,upon <br /> reasonable notice,Customer's computer programs,data and documentation and its personnel(or outside <br /> consultants)reasonably required by Starpoint to complete the Services. <br /> ii. Customer System Backup Customer shall be solely responsible for backing up <br /> Customer's computer system("Customer System")and any and all data and other information installed on or <br /> contained in such system. Starpoint shall have no responsibility for loss of Customer information or data or loss of <br /> business. <br /> iii. Access. Customer shall make the Customer System available for access <br /> (including remote and on-site)by Starpoint as required or requested by Starpoint in order to provide the Services. <br /> 1 <br /> 455 CJS03192021 <br />