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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 may be 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 />Customer will mutually agree upon the method, details and means of performing the 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 />3 <br />Docusign Envelope ID: A0400265-F3F7-4308-BB98-2C447EA2C29C