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Feb 2025 v2 <br />1 <br />TITLE Eno River Arts Mill <br />FY 2024-25 <br />NORTH CAROLINA <br />MEMORANDUM OF AGREEMENT <br />ORANGE COUNTY <br /> This Memorandum of Agreement (hereinafter “Agreement”), made and entered into this 7th <br />day of May, 2025, (“Effective Date”) by and between Orange County, North Carolina a <br />political subdivision of the State of North Carolina (hereinafter, the "County") and Orange <br />County Arts Alliance, (hereinafter, the "Alliance"). <br />WITNESSETH: <br />That the County and Alliance, for the consideration herein named, do hereby agree as follows: <br />1. Services <br />a.Scope of Work. <br />i)This Agreement is for services to be rendered by Alliance to County with respect <br />to the operations of the Eno Arts Mill Art Studios (hereinafter, “Eno Mill”, “Art <br />Mill Studios”, or “Facility”) and various festivals and events. <br />ii)By executing this Agreement, the Alliance represents and agrees that Alliance 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 />iii) Time is of the essence with respect to this Agreement. <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 Alliance for <br />Basic Services under this Agreement shall be as set forth herein. <br />2.Responsibilities of the Alliance <br />a.Services to be provided. The Alliance 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 />b. Standard of Care. <br />i)The Alliance 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 Alliance 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. Alliance is solely responsible for the professional <br />Docusign Envelope ID: 98F886E3-9716-479A-A626-18F9E717D58A