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2 <br /> [Departmental Use Only] <br /> TITLE OCTS -TripSpark <br /> FY FY 25 <br /> NORTH CAROLINA <br /> SERVICES AGREEMENT RFP/RFQ <br /> ORANGE COUNTY <br /> This Services Agreement (hereinafter "Agreement") , made and entered into this 3 day of <br /> December, 2024 , ("Effective Date") by and between Orange County, North Carolina a political <br /> subdivision of the State of North Carolina (hereinafter, the " County " or "Licensee") and Trapeze <br /> Software Group, Inc . dba TripSpark Technologies (hereinafter, the " Provider" or "Trip Spark") . <br /> WITNESSETH . <br /> That the County and Provider, for the consideration herein named, do hereby agree as <br /> follows : <br /> 1 . Services <br /> a . Scope of Work . <br /> i) This Services Agreement, and attached Attachment 1 , Attachment 2 (collectively <br /> the "Agreement") is for services to be rendered by Provider to County in <br /> accordance with the Attachment 1 of the Agreement (" Services ") . Attachment 1 <br /> details the Scope of Work, schedule and deliverables . Attachment 2 -Federal and <br /> State requirements -are hereby incorporated into this Agreement by reference as <br /> though fully set out here . <br /> ii) By executing the Agreement, the Provider agrees that Provider is qualified to <br /> perform and capable of performing and providing the Services required or <br /> necessary under the Agreement in a competent and professional manner . <br /> iii) The Services to be performed under the Agreement consist of Services , as further <br /> described and designated in Section 3 hereof. Compensation to the Provider for <br /> Services under the Agreement shall be as set in Exhibit B of Attachment 1 . <br /> 2 . Responsibilities of the Provider <br /> a . Services to be provided . The Provider shall provide the County with all Services <br /> required in accordance with Exhibit C of Attachment 1 to complete the Services within <br /> the time period set forth therein and in accordance with the highest professional <br /> standards . <br /> b . Standard of Care . <br /> i) The Provider shall exercise reasonable care and diligence in performing Services <br /> under the Agreement in accordance with the highest generally accepted standards <br /> of this type of Provider practice throughout the United States and in accordance <br /> Revised 01 / 24 1 <br />