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3 <br /> CONSULTING AGREEMENT <br /> THIS CONSULTING AGREEMENT("Agreement") is entered into(the"Effective Date") upon execution of all <br /> necessary signatures by and between Orange County, a political subdivision of the State of North Carolina, and <br /> the Orange County Sheriff's Office, 106 E Margaret Lane, Hillsborough, NC 27278, (collectively, the "Customer"), <br /> and National Public Safety Group, LLC, a North Carolina limited liability company, 124 Newington Way,Aberdeen, <br /> North Carolina 28315, (the "Consultant" or "NPSG") (Customer and Consultant, individually, a "Party" and, <br /> collectively,the "Parties"). <br /> RECITALS <br /> A. The Customer intends to secure professional services more fully described in this Agreement, at Exhibit <br /> A, entitled "Scope of Services,"for consulting services. <br /> B. The Consultant is experienced in the selection, procurement, and implementation of public safety <br /> software, hardware, and related systems and offered to provide the Customer and its affiliates with <br /> certain consulting services, and the Customer desires to receive the consulting services, subject to the <br /> terms and conditions set forth herein. <br /> AGREEMENT <br /> NOW,THEREFORE, in consideration of the mutual covenants,agreements and conditions set forth herein, <br /> and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the <br /> Parties hereby agree as follows: <br /> 1. Engagement. <br /> a. Services. The Customer hereby engages the Consultant to perform the Services, as more <br /> particularly set forth on Exhibit A(as maybe amended or supplemented pursuant to the terms <br /> of the Agreement from time to time) (collectively,the "Services"), and the Consultant hereby <br /> accepts the engagement and agrees to provide the Services. The Consultant and the <br /> Customerwill mutually agree upon the method,details and means of performingthe Services. <br /> b. Performance of the Services. <br /> i. For each month during the Term (as defined below), the Consultant commits to <br /> dedicate its best efforts to render the Services, provided, however, that the <br /> Consultant shall work as many hours as may be reasonably necessary to timely render <br /> the Services pursuant to this Agreement. <br /> ii. The Consultant shall render to the Customer and certain of its affiliates the Services <br /> in a timely and professional manner consistent with industry standards in accordance <br /> with this Agreement. <br /> iii. With the prior written approval of Customer,the Consultant may subcontract certain <br /> portions of the Services or other obligations under this Agreement to parties whom <br /> or which the Consultant believes to be competent and professionally qualified <br /> therefor. In performing the Services, the Consultant agrees to provide its own <br /> Page 1 of 19 <br />