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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED <br /> 12 <br /> EXHIBIT I <br /> FARRAGUT TM <br /> MASTER SERVICES AGREEMENT <br /> This Master Services Agreement (this "Agreement") is made and entered into as of <br /> (the "Effective Date") by and between Farragut Systems, Inc., a North Carolina <br /> corporation having a place of business in Durham, North Carolina 27713 ("Farragut") and Orange County <br /> of North Carolina ("Customer"), a governmental agency with a mailing address of its executive offices at <br /> In consideration of the mutual promises and covenants contained herein and other good and valuable <br /> consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: <br /> 1. Services <br /> 1.1. Farragut agrees to provide installation, implementation, configuration, consulting, development, <br /> training, support, and/or other services as set forth in one or more agreed Statements of Work <br /> (the "Services"). Statement of Work No. 1 are attached hereto and incorporated by reference. <br /> The parties may from time to time agree to additional Statements of Work, each of which, when <br /> signed by an authorized representative of each party, will be deemed a part of and incorporated <br /> into this Agreement. Each Statement of Work will identify responsibilities of each party, and the <br /> parties shall work together cooperatively to complete their respective responsibilities. <br /> 1.2. All changes to a Statement of Work will be made pursuant to a mutually agreed Change Order. <br /> The form of Change Order is attached hereto as Exhibit A. The Change Order will address as <br /> necessary changes to the requirements, Statement of Work or cost of the Services. No changes <br /> to a Statement of Work will be effective unless authorized in a written Change Order agreed by <br /> the parties. <br /> 1.3. Customer agrees to cooperate with Farragut and promptly perform Customer's responsibilities <br /> under this Agreement. Customer will provide timely access to its key personnel and will timely <br /> respond to Farragut's questions relating to this Agreement or Farragut's performance under this <br /> Agreement and the associated Statements of Work. <br /> 1.4. Unless otherwise agreed in writing by the parties, Customer shall have sole responsibility for <br /> acquiring and maintaining its own technology environment, including but not limited to client <br /> workstations, operating systems, database software, servers, internet access, local area <br /> networks, and wide area networks. <br /> 2. Fees and Expenses <br /> 2.1. Customer shall pay Farragut the fees set forth in the applicable Statement of Work in accordance <br /> with the terms and conditions therein. If the Services are provided on a time and materials basis, <br /> any estimates provided by Farragut are for planning purposes only. Unless otherwise set forth in <br /> the Statement of Work, Farragut shall invoice Customer on a milestone basis upon acceptance <br /> of deliverables, and payments are due within thirty (30) days of receipt of invoice. If payment is <br /> not made within thirty (30) days of receipt of invoice, then Customer agrees to pay 2/3% per <br /> month interest on unpaid amounts or the highest rate allowed by law, if lesser. In the event that <br /> Customer, in good faith, disputes any invoiced amounts, Customer shall notify Farragut in writing <br /> prior to the payment due date identifying in detail the reason why such charges are disputed. <br /> Customer may delay payment on disputed charges (but only disputed charges) pending <br /> - 1 - <br />