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Revised 01/24 <br />2 <br /> <br />ORANGE COUNTY <br /> <br />This Services Agreement (hereinafter “Agreement”), made and entered into this 1 day of <br />November, 2024, (“Effective Date”) by and between Orange County, North Carolina a <br />political subdivision of the State of North Carolina (hereinafter, the "County") and ESi <br />Acquisition, Inc., (hereinafter, the "Provider") a Delaware corporation registered with the North <br />Carolina Secretary of State, having its principal place of business at 235 Peachtree Rd. Suite 2300, <br />Atlanta, GA 30303. <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 providing Hosting Services for County in a shared ASP Environment according <br />to the provisions set forth below and in Exhibit A (Juvare Hosted Terms) to this <br />Agreement). <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 /> <br />iii) 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 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 /> <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 />with applicable federal, state and local laws and regulations applicable to the <br />performance of these services. Provider is solely responsible for the professional quality, <br />accuracy and timely completion and submission of all work related to the Basic Services. <br /> <br />Docusign Envelope ID: 10CF5D4C-EAD1-4BD2-A3EB-0DC317D2B4F3