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1 <br />[Departmental Use Only] <br />TITLE Mobile Ticketing <br />FY 21-22 <br />NORTH CAROLINA <br />SERVICES AGREEMENT NO RFP/RFQ <br />ORANGE COUNTY <br />This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2020, <br />(“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North <br />Carolina (hereinafter, the "County" or “AGENCY”) and Delerrok Inc., a California corporation (hereinafter, <br />"Delerrok" or “Contractor”), a wholly-owned subsidiary of Cubic Transportation Systems, Inc. <br />WITNESSETH: <br />That the County and Contractor, for the consideration herein named, do hereby agree as follows: <br />1.Services <br />a.Scope of Work. <br />i.This Agreement is for certain equipment services to be rendered by Contractor to <br />County with respect to the TouchPass Hosted Services. The provider will supply the <br />County with the TouchPass Hosted Services: Fare Card Reader, Fare Cards, and <br />Software to operate the devices. The devices will be leased by the County. <br />ii.By executing this Agreement, the Contractor represents and agrees that Contractor is <br />qualified to perform and fully capable of performing and providing the equipment and <br />services required or necessary under this Agreement in a fully competent, professional <br />and timely manner. <br />iii.Time is of the essence with respect to this Agreement. <br />iv.The equipment to be provided and services to be performed under this Agreement <br />(“Basic Equipment and Services”), are described and designated in the exhibits hereof. <br />Compensation to the Contractor for the Basic Equipment and Services under this <br />Agreement shall be as set forth herein. <br />2.Responsibilities of the Contractor <br />a.Services to be provided. The Contractor shall provide the County with all equipment and <br />services required in the exhibits to make the TouchPass Hosted Services available to County <br />within the time limitations set forth herein and in accordance with the highest professional <br />standards. <br />b.Standard of Care. <br />i.The Contractor shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the highest generally accepted standards of <br />DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51