Orange County NC Website
DocuSign Envelope ID:82D524E5-C75F-4822-B9EC-BOB503C3F270 <br /> ADDENDUM A <br /> ADDITIONAL QUOTE TERMS <br /> Governing Terms: All sales as a result of this quotation are subject to the terms and conditions of Sourcewell(formerly NJPA)Contract Number <br /> 022217-DC1, and the additional terms below. <br /> Prices:All subscription Unit Prices are for the specified billing period, and Total amounts are for a single billing period. <br /> Invoicing: Hardware, provisioning, implementation, and training charges are invoiced upon shipment. After the specified Deployment Date or <br /> SSD, Subscription services are invoiced in advance of the applicable billing period based on the quantity purchased. Prior to the specified <br /> Deployment Date or SSD,subscription services are invoiced monthly in arrears as described below. <br /> Subscriptions: Subscriptions commence and become billable at the specified Unit Price on the earlier of activation (or trial conversion), the <br /> specified Deployment Date or SSD. Subscriptions remain billable through the Subscription Term, which continues through the Term Months <br /> specified, as measured from the Subscription Start Date. For each Deployment Date specified, the Minimum Billed Quantity represents the <br /> minimum number of new subscriptions for which Client will be billed commencing on such date. Billing is based on the cumulative minimum <br /> commitment as of the respective Deployment Date. Lytx reserves the right to audit the number of Client's Event Recorders using subscription <br /> Services,and to the extent such amount exceeds the purchased quantity,Client agrees to pay Lytx for such excess at the applicable rate for such <br /> Service. <br /> API:With any purchased API, Lytx will provide documentation on how the API works. Client is responsible for API integration and programming. <br /> Manually Triggered Events: Manual events transferred to the Lytx data center in excess of Manual Events Package will be charged at the <br /> specified overage fee per event, unless Client instructs Lytx in writing to turn the manuals feature off. <br /> Installation Services: Any Lytx installation services provided hereunder shall be subject to a mutually agreed installation schedule. Client shall <br /> be responsible for ensuring availability of vehicles and Event Recorders (subject to supply by Lytx) and access to installation site on agreed <br /> installation date. No refunds shall apply for Lytx's failure to complete an installation due to vehicle or Event Recorder unavailability(unless caused <br /> by Lytx)or lack of access to installation site on agreed installation date.Additional fees may apply for return site visits due to such factors. <br /> Trials:Trial Period commences on the specified Trial Start Date.Trial Program includes use of trial Services and Hardware, if applicable,only for <br /> the duration of the Trial Period at the specified Prices. Either party may terminate a trial at any time for any reason. The parties expressly agree <br /> that Client's trial shall automatically terminate at the end of the initial Trial Period.Alternatively, Client can elect to continue the trial on a month- <br /> to-month basis at the Extended Trial Monthly Price per subscription by agreeing to a trial extension in writing. All trial Hardware must be returned <br /> to Lytx within thirty(30)days of trial termination(or extended trial termination,if applicable)in good condition, reasonable wear and tear excepted, <br /> or otherwise purchased by Client. List price shall apply to any unreturned trial Hardware. Lytx agrees to provide Client a prepaid shipping label to <br /> return trial Hardware. <br /> Part Numbers: <br /> Part#Used in Quote Corresponding GSA Schedule Item# <br /> ER-SF64-0020PM, ER-SF64-0020P1, ER-SF64-0020T, ER-SF64- ER-SF64-0020 <br /> 0020TC <br /> DC Enterprise, DC Purchase-Bill Annually 4230-001 MS-Al and 3235-OODOL-AFY(together)or GSA-Tier1-MS- <br /> A <br /> DC Enterprise, DC Purchase-Bill Annually 4230-001 MS-A2 and 3235-OODOL-AFY(together)or GSA-Tier2-MS- <br /> A <br /> DC Enterprise, DC Purchase-Bill Annually 4230-001 MS-A3 and 3235-OODOL-AFY(together)or GSA-Tier3-MS- <br /> A <br /> DC Enterprise, DC Purchase-Bill Monthly GSA-Tier1-MS-M <br /> DC Enterprise, DC Purchase-Bill Monthly GSA-Tier2-MS-M <br /> DC Enterprise, DC Purchase-Bill Monthly GSA-Tier3-MS-M <br /> Additional Services: The terms and conditions set forth at https://support.lytx.com/Terms shall apply to purchases of third party products resold <br /> by Lytx to Client and referred to herein as"Additional Services". Additional Services are not transferable or eligible for early termination without <br /> Lytx consent and acceleration of amounts due through remainder of the Subscription Term. <br /> Entire Agreement: Orders submitted on Client's own purchase order forms, which may contain statements, clauses or conditions modifying, <br /> adding to,or inconsistent with the terms and provisions herein will only be accepted by Lytx upon the condition and with the express understanding <br /> that any such statements, clauses or conditions contained in any order forms of Client are void and have no effect and that the obligations and <br /> liabilities of Lytx and Client shall be determined solely by the terms and conditions of sale contained herein. <br /> Notice:To the extent not exempt,this contractor and its subcontractors shall abide by the requirements of 41 CFR§§60-1.4(a), <br /> 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as <br /> protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, <br /> religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take <br /> affirmative action to employ and advance in employment individuals without regard to race,color, religion,sex, national origin, <br /> protected veteran status or disability. <br /> Lytx Confidential Page 3 of 3 Quote#DC-00067848 <br />