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amount of any such repayment shall be Motorola's Domestic User Price (DNUP) less the discounts on the State of North Carolina NC -725G contract at the time of the replacement. Customer will promptly provide Motorola with written notice of any such events and provide all related information and documentation. 3.2.2 Insurance Customer will, at its expense, maintain at all times during the Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Motorola. With Motorola's prior written consent, Customer may self - insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the Casualty Value (as defined below). The Casualty Value shall be all ARC payments accrued and unpaid in addition to the net present value of all remaining ARC payments which would have otherwise have occurred discounted at 3% per annum from the relevant date. Each insurance policy will name Customer as an insured and Motorola or it's Financial Assigns as additional insureds, and will contain a clause requiring the insurer to give Motorola at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Motorola and its Assigns. Upon delivery of the Equipment and upon each insurance renewal date, Customer will deliver to Motorola a certificate evidencing such insurance. In the event that Customer has been permitted to self - insure, Customer will furnish Motorola with a letter or certificate to such effect. 3.3 SOW and Order of Precedence Motorola shall provide to Customer the services set forth in the SOW(s) and other services as the parties may mutually agree upon in writing from time to time ( "Services "). All Services will be subject to the terms of this Agreement. In the event of a conflict among the terms of the documents that constitute this Agreement, the following order of precedence shall apply: (a) an Amendment (as defined below) shall control over any inconsistent terms in the document that it is amending (e.g., a SOW or this Agreement); (b) Terms of the SOW shall control over any inconsistent terms in this Agreement, for purposes of that individual SOW only. 3.4 Change Order Procedure Unless otherwise set forth in a SOW, either Party may request changes to a SOW by providing written notice to the other Party. If the change request is accepted, within ten (10) business days after receipt of any such request (or such other period of time as is mutually agreed upon by the Parties), Motorola shall submit to Customer a proposed Change Order to the applicable SOW describing the impact, if any, of the requested changes on the compensation, schedule for performance, and other terms of the Agreement or applicable SOW. A Change Order must be signed by both parties in order to be effective. Absent the execution of an Amendment, the parties shall fulfill their obligations under each SOW and this Agreement without change. 4. OPERATIONS. 4.1 Performance. Motorola's performance of the Services will conform in all material respects to the applicable Statement of Work. Repair or replacement of any non - conforming Equipment will be provided as part of the Service and is further described in the SOW. Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 4 Attachment number 1 G -2 Page 326