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HomeMy WebLinkAbout2024-088-E-Emergency Svc-BlazeStack-Fire Investigation Case ManagementRevised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: BlazeStack Vendor Contact Person: Randy Elmore Phone: 855-735-6673 Address: 907 Ranch Road, 620 S #302 City Lakeway State: Texas Zip: 78734 Department: Emergency Services Amount: $3700.00 Purpose: Fire Investigation Case Management Budget Code(s): 10750520-611000 Vendor # New Vendor Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/20/23 End Date 12/19/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC X 1/30/2024 1/30/2024 2/12/2024 2/13/2024 2/14/2024 Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 SOFTWARE SERVICES ORDER FORM AND SAAS SERVICES AGREEMENT This Software Services Order Form and SAAS Services Agreement (this “Agreement”) is between Blazestack Inc., a Texas corporation with mailing address of POB 160266, Austin, TX 78716 (“Blazestack”), and “Customer” identified immediately below. CUSTOMER INFORMATION: Orange County Emergency Services (“Customer”) with offices at: 510 Meadowlands Dr Hillsborough, NC 27278 919-245-6100 SERVICE FEE AND TERM: SERVICE, SERVICE LEVEL, USER-SEATS & CASE VOLUME ANNUAL SERVICE FEES FOR 3-YEAR TERM EFFECTIVE DATE & DUE DATE END DATE Fire Investigation Case Management Software Platinum Plan User-Seats: 4 Annual Case Volume: 50 $3,700 for first 12-months, $4,070 for second 12- months, $4,477 for third 12-months, (invoiced annually) 12/20/2023 12/19/2026 STANDARD SUPPORT: Blazestack will provide Technical Support to Customer via both telephone and electronic mail Monday through Friday during the hours of 9:00AM through 5:00PM Central Time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling (855) 735-6673 or any time by emailing support@blazestack.com. Company will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day. SERVICE INFORMATION: Service Fee includes implementation, support and 50 GB of Case Media Storage per annum. (Additional case media storage capacity can be added at a cost of $50/year per each additional 50 GB. Blazestack will provide notice when storage capacity reaches 50%.) DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 This Agreement is entered into on the “Effective Date” listed above, between Blazestack and Customer. This Agreement consists of the above Order Form, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form provided by Customer. BLAZESTACK: CUSTOMER: ________________________________ ________________________________ Name: Randy Elmore Name: Kirby Saunders Title: CEO Title: Director, Emergency Services Email: randy@blazestack.com Email: ksaunders@co.orange.nc.us TERMS OF SERVICE These Terms of Service is between Blazestack Inc., a Texas corporation (collectively, “Blazestack”), and the entity identified on the applicable Order Form (“Customer”). The Agreement is effective as of the date in the applicable Order Form (“Effective Date”). 1. DEFINITIONS Capitalized terms have the meanings described in this section or in the body of the Agreement. “Agreement” means these Terms of Service and the relevant Order Form. “Annual Case Volume” means maximum number of Cases entered into the system by Customer’s Users per year. “Case” means one individual incident at a specific location. “Customer Data” means all electronic data or information that Customer submits to the Service or is submitted on behalf of Customer as well as all Generated Data, as defined in Section 2.2, except to the extent of any data, information, or intellectual property owned by Company or a third-party. “Order Form” means a Blazestack ordering document that references these Terms of Service, whether online or via a separate form. “Report” means any report, analysis, content, survey, opinion, photo, technique, hypothesis, finding, study relating to any fire investigation prepared by Customer and/or User. “Service” means Blazestack’s proprietary fire investigation software accessible through the internet, that is intended for use in the investigation of fire. “Term” means the period of Customer’s subscription to the Service as specified in an Order Form, unless terminated earlier under Section 7 (Term and Termination). “Third-Party Products” means any products or services not developed by Blazestack. “User” means a single, unique authorized individual of the Customer that uses the Service on Customer’s behalf. “User-Seat” is a license for one User to use the Service. 2. SERVICE AND SUPPORT 2.1. Provision of Service. Blazestack shall provide Customer with access to the Service for the number of User-Seats specified on the Order Form during the Term, or if not specified a reasonable amount of Users in the sole discretion of Blazestack. DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 2.2. Use of Service. Customer shall use the Service and the data generated by the Service (“Generated Data”) only for fire investigation purposes. 2.3. System Requirements. Customer shall meet the minimum system requirements for access to the Service, currently set forth at the end of this Agreement but subject to change by Blazestack on a reasonable basis. Blazestack shall provide written notification to Customer for any changes to the minimum system requirements. 2.4. Third-Party Products. Blazestack may offer Customer the ability to use Third Party Products with the Service, subject to Customer’s agreement with any applicable terms and conditions for those Third- Party Products. 3. RESPONSIBILITES AND RESTRICTIONS 3.1. Blazestack Responsibilities. Blazestack shall: (i) provide Customer with access to the Service in accordance with this Agreement and all applicable laws; and (ii) provide the Service with a minimum of 99.0% Uptime during any calendar month, except Blazestack shall have 2 business days to restore availability after any downtime. “Uptime” means the availability of the Service, excluding lack of availability due to Customer or third-party causes, downtime for maintenance, or a Force Majeure Event. 3.2. Customer Responsibilities. Customer shall: (i) ensure Users to comply with this Agreement; (ii) cooperate with Blazestack so that Blazestack can provide the Service; (iii) be responsible for the Customer Data including the accuracy, completeness, and legality of the Customer Data; (iv) prevent unauthorized access or use of the Service and promptly notify Blazestack if Customer discovers or reasonably believes any unauthorized access or use has occurred; (v) use the Service in accordance with this Agreement and applicable laws; and (vi) create Reports in accordance with industry standards. Furthermore, the Customer is responsible for the results of the use of the Service, including any and all Reports, and hereby acknowledges to the Company that (a) Customer is solely responsible for any such use of Report and (b) the Company is not certifying or validating any portion of the Report. 3.3 Restrictions. Only Users may use the Service and only with the account credentials issued to that User by the Customer. Users may not share their account credentials. Customer shall not, and shall not permit any third party to: (i) use the Service except as expressly authorized under this Agreement; (ii) interfere with or disrupt the integrity or performance of the Service; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Service available; (iv) remove any title, trademark, copyright, or restricted rights notices or labels from the Service; (v) modify or create a derivative work of the Service or any portion of the Service; (vi) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, object code or underlying structure or algorithms of the Service; (vii) access or attempt to access or use the Services for purposes of competitive analysis of the Services or the development, provision, or use of a competing software service or product; or (viii) copy, record, screenshot, or otherwise capture any aspect of the Service in any medium without the prior written consent of Blazestack. 4. FEES 4.1. Fees; Disputes. Customer shall pay all fees specified in all Order Forms (“Fees”), in an amount not to exceed $12,247. Fees are quoted and payable in United States dollars and are non-refundable, except as described in Section 7 (Term and Termination). Acceptable forms of payment are limited to credit card, ACH, wire transfers and physical check, provided that Blazestack may change acceptable forms of payment upon thirty (30) days’ notice to the Customer. User-Seats purchased but not utilized during the Term are not eligible for refunds. Customer shall not be responsible for costs related to any services in addition to the Service performed by Blazestack unless Customer requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. In the event the amount stated on an invoice is disputed by Customer, Customer may withhold payment of the disputed portion until the parties resolve the dispute. Should Blazestack fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 payment associated with the work to be performed until such time as said work is completed. 4.2. Taxes. Fees are exclusive of all taxes, including any applicable sales, excise, or use taxes (“Taxes”). Customer shall pay any Taxes directly or to Blazestack, as required by law. If Customer is exempt from paying Taxes, Customer shall provide Blazestack with a valid tax exemption certificate. 4.3. Invoicing and Payment. Blazestack shall invoice Customer according to the terms on the Order Form. Unless the Order Form states otherwise, Fees are due upon receipt of invoice (the “Due Date”). Customer shall provide Blazestack with complete and accurate billing and contact information and promptly notify Blazestack of any changes throughout the Term. 4.4. Overdue Fees. If Blazestack does not receive all Fees by the applicable Due Date, Blazestack may charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate, starting from the date the payment was due until the date paid. Customer shall also reimburse Blazestack for all reasonable costs incurred in collecting any amounts not paid when due, including any attorneys’ fees. Blazestack reserves all rights and available remedies to collect overdue Fees from Customer, including but not limited to suspending Customer’s access to the Service until all Fees are paid. 4.5 Non-Appropriation. Blazestack acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of Customer’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Customer immediately upon written notice to Blazestack of the unavailability or non-appropriation of public funds. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the require ments of this Agreement. In the event of a change in the Customer’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Customer’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Customer upon written notice to Blazestack of such limitation or change in Customer’s legal authority. Notwithstanding anything herein, Customer shall remain obligated to Blazestack for any and all earned amounts. 5. CONFIDENTIALITY 5.1 Public Record Law. Both parties recognize and agree to adhere to North Carolina’s public records law. Blazestack agrees to indemnify and hold harmless Customer and its officers, employees, and agents from all costs, damages, and expenses incurred in connection directly resulting from the refusal to disclose any information required to be disclosed under North Carolina’s public records law. 5.2. Definition. “Confidential Information” means oral, electronic, or written information disclosed by a party, whether designated confidential or not, or that a reasonable person would know it was confidential based upon the nature or content of the information or the circumstances of its disclosure. Blazestack Confidential Information includes, but is not limited to, information pertaining to the features, functionality, any testing, and performance of the Service, pricing, and this Agreement as well as Feedback. Confidential Information does not include information that: (i) is now or becomes generally known or available to the public without breach of this Agreement by the receiving party (the “Recipient”); (ii) was acquired by the Recipient without restriction on its use or disclosure before the information was received from the disclosing party (the “Discloser”); (iii) is obtained by the Recipient without restriction on its use or disclosure from a third party authorized to make the disclosure; or (iv) is independently developed by the Recipient without using or referring to the Discloser’s Confidential Information. 5.3. Protection of Confidential Information. The Recipient may only use the Discloser’s Confidential Information in relation to this Agreement. The Recipient shall maintain the confidentiality of the DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 Discloser’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information (including but not limited to maintaining reasonable administrative, physical, and technical safeguards) and no less than a reasonable degree of care. Each party has the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section. 5.4. Compelled Disclosure. If the Recipient is required by law or a valid court or government order to disclose any of the Discloser’s Confidential Information, then (to the extent permitted under law) the Recipient shall promptly notify the Discloser in writing of the required disclosure so that the Discloser may seek to protect its Confidential Information. The Recipient shall cooperate with the Discloser in seeking such protection. 6. PROPRIETARY RIGHTS 6.1. Customer Ownership and Licenses. Customer owns all rights, title and interest in and to Customer Data and Reports. During the Term, Customer grants Blazestack a worldwide, non-exclusive, royalty-free, non-sublicensable (except as needed to provide the Service), non-transferable (except as described in Section 11.5 (Assignment)) right to access and use the Customer Data to provide the Service to Customer and to monitor and improve the Service. Blazestack will back up Customer Data, and Customer shall also back up Customer Data during the Term and will not have access to the Customer Data via the Service after the Term. Upon Blazestack’s receipt of a written request for the Customer Data to be returned prior to termination of this Agreement, and except to the extent allowed under this Agreement, Blazestack will return all requested Customer Data in non-proprietary format(s) (eg JSON or CSV) to Customer. Otherwise, Blazestack will delete and destroy all Customer Data upon termination. 6.2. De-Identified Data. Blazestack may collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures and other information based on Aggregated Data (collectively, “De-Identified Data”). De-Identified Data will be owned solely by Blazestack and may be used for any lawful business purpose. “Aggregated Data” means Customer Data that is: (i) anonymized and not identifiable to any person or entity; (ii) combined with the data of other customers or additional data sources; and (iii) presented in a way which does not reveal Customer’s identity or any personally identifying information. 6.3. Feedback. If Customer provides Feedback, Customer grants to Blazestack sole and exclusive ownership of all intellectual property rights to any Feedback and results of the implementation or any such Feedback. “Feedback” means recommendations, suggestions, enhancement requests or any ideas, technology, developments, derivative works, or other intellectual property related to the Service or Blazestack. 6.4. Reservation of Rights. Blazestack and its licensors reserve all right, title and interest in and to the Service, including all related intellectual property rights, subject to the limited rights expressly granted in this Agreement. No other rights are granted to Customer by this Agreement. 7. TERM AND TERMINATION 7.1. Term. The Term begins on the Effective Date and ends on the Termination Date. “Termination Date” means the earlier date of: (i) the expiration or termination of all Order Forms under this Agreement; or (ii) termination of this Agreement under this section. 7.2. Intentionally Omitted. 7.3. Termination for Cause. A party may terminate this Agreement or any applicable Order Form: (i) if the other party is in material breach of this Agreement and fails to cure the breach within 30 days of receiving written notice from the non- breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If Customer terminates due to Blazestack’s breach, Customer’s exclusive remedy is a pro-rata reimbursement of prepaid Fees covering the remainder of the Term after the Termination Date. If Blazestack terminates due to Customer’s breach, Customer will pay any unpaid Fees covering the remainder of the Term after the Termination Date. Termination under this section DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 will not relieve Customer of its obligation to pay any Fees owed for the period prior to the Termination Date. 8. WARRANTIES AND DISCLAIMERS; INDEMNIFICATION; INSURANCE. 8.1. Mutual Warranties. Each party represents that it: (i) has the legal power to enter into this Agreement; (ii) will comply with all applicable laws in relationship to the provision and use of the Service during the Term; and (iii) will use reasonable efforts to avoid transmitting to the other party any harmful or malicious code, files, scripts, agents or programs. 8.2. Warranty Disclaimer. Blazestack does not make any representations that the functions performed by the Service will meet all of Customer’s requirements, that the operation of the Service will be uninterrupted or error free, that all defects in the Service will be corrected, or that the Service will be available in all languages or all countries. THE SERVICE IS PROVIDED “AS IS.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, BLAZESTACK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPECIFICALLY, THIRD PARTY CONTENT AND TEST FEATURES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY NETWORKING OR HOSTING PROVIDERS OR THIRD-PARTY PRODUCTS. 8.3 Indemnification. Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns against all losses arising out of or resulting from any third party claim, suit, action, or proceeding related to or arising out of or resulting from: (i) Customer’s (or its User’s) breach of any representation, warranty, covenant, or obligation under this Agreement, (ii) all matters related to any Report, (iii) the transmission of harmful or malicious code, files, scripts, agents or programs by or through Customer (or its Users), (iv) any intellectual property infringement or other matter resulting from the Customer’s Data, or (v) any acts or omissions of Customer (or its Users). Blazestack agrees to defend, indemnify and hold harmless the County from all third-party loss, liability, claims or expense, including attorney's fees, arising out of or related to the Service arising from real or tangible property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or intentional misconduct of Blazestack except to the extent same are caused by the negligence or willful misconduct of Customer. 8.4 Insurance. Blazestack shall obtain, at its sole expense, (i) Commercial General Liability Insurance with a $1,000,000 limit per incident and $2,000,000 in the aggregate; and (ii) Cyber Insurance with a $1,000,000 limit per incident and in the aggregate. 9. LIMITATION OF LIABILITY 9.1 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS OR CUSTOMER’S WILLFUL MISCONDUCT, FRAUD, NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS. 9.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER THE PARTY HAS BEEN ADVISED DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 10. US. GOVERNMENT MATTERS; COMPLIANCE. 10.1. Terms for U.S. Government Customers. This section applies only to Customers that are U.S. government entities subject to the cited regulations (“U.S. Government Customers”). The Service is a “commercial item” (as defined in 48 C.F.R. 2.101) and involves the use of “commercial computer software” and “commercial computer software documentation” (as used in 48 C.F.R. 12.212). All U.S. Government Customers acquire subscriptions to the Service only as a “commercial item” and only with those rights that are granted to all other end- users pursuant to the terms and conditions of this Agreement, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.72021 through 227.72024. 10.2 Non-Discrimination. Blazestack shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non- discrimination laws, policies, rules, and regulations. Specifically, Blazestack agrees it will not participate in any disadvantage, difference, or distinction in the solicitation, selection, hiring, service to, or treatment of a vendor, supplier, subcontractor, or customer on the basis of Protected Class status (defined as age, race, ethnicity, color, national origin, religion, creed, sex, sexual orientation, gender, gender identity, gender expression, marital status, familial status, source of income, disability, political affiliation, veteran status, disabled veteran status) or on the basis of any otherwise unlawful use of personal or individual characteristics. Further, Blazestack agrees to pay all of its employees a living wage. Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 11. GENERAL TERMS 11.1. Dispute Resolution; Governing Law; Forum. The parties shall first attempt to resolve any dispute through non-binding mediation. The parties shall jointly select a mediator and shall participate in good faith in the mediation process. The costs of the mediation process shall be shared equally by the parties. The mediation shall take place in Orange County, North Carolina. If the dispute is not resolved through mediation within 90 days from receipt by one party of the initial notice of the dispute from the other party, either party may proceed to court to seek resolution. The laws of the State of North Carolina govern this Agreement excluding that State’s choice- of-law provisions. Venue for any disputes that proceed to legal action shall take place in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. 11.2. Notices. Notices under this Agreement must be in writing and will be considered given upon: (i) delivery by traceable courier or mail (delivery confirmation/return receipt requested); or (ii) the second business day after sending by email. Notices to Blazestack should be sent to notice@blazestack.com. Notices relating to this Agreement to be sent to Customer will be sent to P.O. Box 8181, Hillsborough, NC 27278 with attention to Kirby Saunders. Invoices will be sent to Lysa May, lmay@orangecountync.gov. 11.3. Customer References. During the Term, Blazestack, with prior written consent of the Customer, may include Customer’s name, logo and success stories in Blazestack’s website, press releases, promotional and sales literature, and lists of customers. 11.4. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an event outside the reasonable control of the obligated party, including but not limited to an electrical, internet, or telecommunication change or outage not caused by the obligated party; government restrictions; or illegal acts of third parties (“Force Majeure Event”). Each party will use reasonable efforts to mitigate the effect of a Force Majeure Event. 11.5. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld), except either party may assign this Agreement in its entirety without the other DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC Blazestack Inc. 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 hello@blazestack.com (855) 735-6673 CONFIDENTIAL Last updated: October 10, 2023 party’s consent to its affiliate or as part of a merger, acquisition, corporate reorganization, or sale of all or substantially of all its assets. 11.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 11.7. Waiver. No failure or delay by either pa rty to exercise any right under this Agreement will constitute a waiver of that right, unless expressly stated in this Agreement. 11.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable. The provision will be disregarded only if such modification is not possible or is prohibited by law. The remaining provisions of this Agreement will remain in effect. 11.9. Order of Precedence. If there is a conflict or inconsistency between any Order Form, Statement of Work, Exhibit, and this Agreement, the order of precedence shall be: (i) Order Form, (ii) Statement of Work, (iii) an Exhibit, and (iv) this Agreement. 11.10 Entire Agreement; Amendment. This Agreement, including the Software Services Order Form, constitutes the entire agreement between the parties with respect to the subject matter set forth herein, and supersedes all prior and contemporaneou s agreements, proposals, or representations, written or oral, concerning its subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, check, or other business form that Customer may use in connection with the acquisition or licensing of the Service or Software will have any effect on the rights, duties, or obligations of the parties under this Agreement, regardless of any failure of Blazestack to object to such terms, provisions, or conditions. Changes in the Service and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written amendment to this Agreement executed by Customer and Blazestack. Blazestack shall proceed to perform the Service required by the amendment only after receiving a fully executed amendment from Customer. As used in this Agreement, the terms “including,” “include,” and “includes” are not limiting and shall be deemed to be followed by the phrase “without limitation.” Use of the terms “hereunder,” “herein,” “hereby,” and similar terms refer to this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties hereto. 11.11. Headings. Headings are for reference only and do not affect the meaning or interpretation of this Agreement. 11.12. Counterparts; Signatures. This Agreement may be executed in one or more counterparts. Each counterpart is an original. All counterparts together form one document. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with relevant North Carolina law. 11.13. System Requirements. Customer shall meet the minimum system requirements for access to the Service • Google Chrome™: Version 97 to most Current • Microsoft® Edge®: Version 96 to most Current • Mozilla® Firefox®: Version 96 to most Current • Apple® Safari®: Version 15 to most Current DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY EMBROKER 01/03/2024 Embroker Insurance Services LLC 5214F Diamond Heights Blvd. Unit #1261 San Francisco, CA, 94131 Julie Noonan (844) 436-2765 certificates@embroker.com Blazestack 907 Ranch Rd 620 S Ste 302 Lakeway, TX, 78734 HARTFORD UNDERWRITERS INS CO 30104 CLEAR BLUE SPECIALTY INS CO 37745 591190a4-aa75-11ee-8c7c-7f5a48d8e68c x x x Y Y 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 57SBMAW8ATL 03/13/2023 03/13/2024 x x Y Y 1,000,000 A 57SBMAW8ATL 03/13/2023 03/13/2024 Orange County Emergency Services 510 Meadowlands Dr Hillsborough, NC, 27278 Aggregate 1,000,000Errors & Omissions / Cyber LiabilityB AX01-6086-01 03/13/2023 03/13/2024 Orange County Emergency Services is included as an Additional Insured on the General Liability and Auto Liability policies as per written contract. A Waiver of Subrogation applies to the Additional Insured with respect to the General Liability and Auto Liability policies as per written contract. Orange County Emergency Services is included as an Additional Insured on a primary non-contributory basis on the General Liability and Auto Liability policies as per written contract. DocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Orange County Hillsborough its officers, agents and employees 300 W Tryon St 27278NC 31574 Y Orange County, its officers, agents and employees are included as Additional Insured on the General Liability as required by written contract. 02/07/2024 1,000,000 1,000,000 2,000,000 A 10,000 1,000,000 2,000,000 Hartford Underwriters Insurance Company Clear Blue Specialty Insurance Company 30104 37745 Blazestack Inc. Lakeway 907 Ranch Rd 620 S Ste 302 78734TX Aggregate 1,000,000BTech E&O / Cyber Liability 03/13/2023 03/13/2024AX01-6086-01 03/13/2023 03/13/202457SBMAW8ATL 03/13/2023 03/13/202457SBMAW8ATL kristina.bokan@embroker.com Julie Noonan Embroker Insurance Services LLC San Francisco 5214F Diamond Heights Blvd. Unit 1261 94131CA 1,000,000 A DocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC EFFECTIVE DATE: NAMED INSURED POLICY NUMBER NAIC CODECARRIER AGENCY LOC #: AGENCY CUSTOMER ID: ofPageADDITIONAL REMARKS SCHEDULE ADDITIONAL REMARKS FORM TITLE:FORM NUMBER: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 101 (2008/01) Blazestack Inc.Embroker Insurance Services LLC 0013f00000D97JFAAZ DocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC