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DocuSign Envelope ID:552AC7A3-lBOC-4D85-823C-370394803F33 <br /> 4-1 Scope of Work (Continued) <br /> Maintenance Service: <br /> Contractor will provide remote maintenance of cellular modem firmware and software for <br /> provided hardware at an interval matching the selected billing occurrence to ensure up-to- <br /> date security. In the event of hardware failure, Client is responsible for all materials and <br /> installation charges. <br /> Term of Agreement <br /> This agreement shall have an initial term of one (1) year from the date executed by both <br /> t I parties beginning at the date of commission July 1,2019 and continuing through the end of <br /> bL <br /> day prior to the anniversary date, June 30, 2020. In situations where new modems/sites <br /> requiring additional cellular service are added mid-contract, an amendment to this contract <br /> shall be created to cover these connections for the remainder of the current term. The <br /> subsequent additional modems/sites shall be included in the renewing of the expiring <br /> contract. Rates will be reevaluated forty-five (45) days prior to the completion of the 1-year <br /> contract period to determine if adjustments to the current Fee Schedule are warranted or <br /> required. Renewing services, whether original or added, shall be quoted to the Client for <br /> review and a new Contract will be provided upon approval. If the new executed Agreement <br /> has not been received by the Contractor by the end of the expiring contract period, service <br /> shall continue,billed at a month-to-month rate as described in the attached"Service Rates" <br /> section. This agreement shall be terminated by either party with a thirty-day (30) written <br /> notice. <br /> V Responsibilities <br /> Orange County,NC expressly understands and agrees that it has no contractual relationship <br /> with Verizon Wireless,the underlying carrier,or its affiliates or contractors and that Orange <br /> t I County, NC is not a third-party beneficiary of any agreement between Custom Controls <br /> Unlimited, Inc and the underlying carrier. In addition, Orange County, NC acknowledges <br /> and agrees that the underlying carrier and its affiliates and contractors shall have no legal, <br /> equitable, nor any other liability of kind to Custom Controls Unlimited, Inc, and Orange <br /> County,NC hereby waives any and all claims or demands from hereon. <br /> Client Responsibilities <br /> A. Client shall notify Custom Controls Unlimited,Inc upon learning of any significant <br /> problem with performance of VerSCADA. <br /> B. Client shall cooperate with Custom Controls Unlimited, Inc in connection with <br /> performance by providing access to client's physical premises as reasonably <br /> necessary. <br /> C. Client owned hardware to be operated and maintained for access to VerSCADA, <br /> including,but not limited to,computers and associated peripherals,cellphones,and <br /> tablets. <br /> D. Client shall, as necessary, purchase such software and hardware as may be <br /> reasonable and required to be installed by Contractor for effective operations, <br /> including,but not limited to, provider network migrations and hardware failure. <br /> E. Client shall,in event of hardware failure,be responsible for related charges for that <br /> billing period. <br /> F. Client shall pay for services rendered as noted in the "Fee Schedule" below in <br /> addition to any overages*. <br /> *An overage charge of$2.00 will be added for every 1 Megabyte(MB)over total allotted monthly data;total allotted monthly data is <br /> calculated as the sum of each site's data allotment.To be billed separately per billing occurrence agreement. <br /> VerSCADA Agreement for Orange County,NC Page 2 00082719JDH <br />