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Revised 07/20 <br />1 <br /> [Departmental Use Only] <br /> TITLE iDSS <br /> FY 2021-2022 <br />NORTH CAROLINA <br /> SERVICES AGREEMENT NO RFP/RFQ <br /> <br />ORANGE COUNTY <br /> <br /> This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of <br />June, 2021, (“Effective Date”) by and between Orange County, North Carolina a political <br />subdivision of the State of North Carolina (hereinafter, the "County") and Tempest, Inc., for <br />itself and on behalf of all of its subsidiaries and controlled affiliates including iDSS Global LLC, <br />Tempest Interactive Media LLC, and any other present and future subsidiaries and affiliates <br />(collectively "Tempest" and each a "Member" of Tempest) having an address of 30 South 15th <br />Street, Suite 1001, Philadelphia, PA 19102, (hereinafter, the "Provider"). <br /> <br />WITNESSETH: <br /> <br /> That the County and Provider, for the consideration herein named, do hereby agree as <br />follows: <br /> <br />1. Services <br /> <br />a. Scope of Work. <br /> <br />i) This Agreement is for services to be rendered by Provider to County with respect <br />to (insert type of project): Internet Destination Sales System <br /> <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 /> <br />iii) Time is of the essence with respect to this Agreement. <br /> <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 /> <br />2. Responsibilities of the Provider <br /> <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 /> <br />b. Standard of Care. <br /> <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 />DocuSign Envelope ID: A8EDD7D5-9CE7-4D14-BC91-EC9F7640782D