Orange County NC Website
<br />1 <br />EXHIBIT A <br />PUBLIC ENTITY RIDER TO MASTER SERVICES AGREEMENT <br /> <br />This Rider (“Rider”) is a0ached to the Master Services Agreement dated effec<ve February 1, 2024 (the “Master <br />Services Agreement”), between Orange County Emergency Services (“Client”) and Bonterra Tech LLC (“SSG”), to <br />modify the terms and condi<ons of the Master Services Agreement. Client and SSG each may be referred to <br />individually as a “Party” and collec<vely as the “Par<es.” <br />The Par<es agree to modify the terms and condi<ons of the Master Services Agreement as follows: <br />1. Sec8on 5.1 General. Sec<on 5.1 is hereby modified as follows (addi<ons are represented by underline and <br />dele<ons are represented by strikethrough): <br />“General. Fees, currency, and payment terms are specified in the applicable Order Form. All fees are in United <br />States Dollars (unless otherwise noted in the Order Form) and exclude taxes. Client is responsible for payment <br />of all applicable taxes (excluding those on SSG's net income) rela<ng to the provision of the Services. In the <br />event Client is tax exempt, such evidence shall be provided to SSG at <me of execu<on of any Order Form. <br />Except as otherwise expressly specified in the Order Form, all recurring fees payment obliga<ons start from <br />the execu<on of the Order Form. SSG may increase recurring fees on an annual basis upon 60 days prior <br />wri0en no<ce. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days a\er <br />the invoice date. In the event the amount stated on an invoice is disputed in good faith by the Client, the <br />Client may withhold payment of all or a por<on of the amount stated on an invoice un<l the par<es resolve <br />the dispute. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed <br />by applicable law. Failure to make <mely payments is a material breach of the Agreement and SSG will be <br />en<tled to suspend any or all of the Services, including its performance obliga<ons hereunder in accordance <br />with the provisions of Sec<on 11.4 and/or to modify the payment terms, and to request full payment before <br />any addi<onal performance is rendered by SSG. Client agrees to reimburse SSG for expenses incurred, <br />including interest and reasonable a0orney fees, in collec<ng amounts due SSG hereunder that are not under <br />good faith dispute by Client. Amounts paid or payable for SaaS Services are not con<ngent upon the <br />performance of any Professional Services. Client agrees that its purchases hereunder are neither con<ngent <br />on the delivery of any future func<onality or features nor dependent on any oral or wri0en comments made <br />by SSG regarding future func<onality or features.” <br />2. Sec8on 6.1 Ownership. Sec<on 6.1 is hereby modified as follows (addi<ons are represented by underline <br />and dele<ons are represented by strikethrough): <br />“Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided by <br />SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its <br />licensors. Client does not acquire any right, <tle, or interest in or to the SaaS Services. If Client provides any <br />sugges<ons, ideas, enhancement requests, feedback, or recommenda<ons rela<ng to the SaaS Services or <br />Professional Services (collec<vely, “Feedback”), provided that such Feedback does not contain Confiden<al <br />Informa<on of Client, SSG may use such Feedback as it deems appropriate in its sole discre<on without any <br />restric<on or obliga<on to Client. Client has no obliga<on to provide Feedback. Client hereby assigns rights to <br />SSG any sugges<ons, ideas, enhancement requests, feedback, recommenda<ons or other informa<on provided <br />by Client rela<ng to the SaaS Services or Professional Services. SSG may use such submissions as it deems <br />appropriate in its sole discre<on. All rights, <tle and interest in or to any copyright, trademark, service mark, <br />trade secret, and other proprietary right rela<ng to the SaaS Services and the related logos, Service names, etc. <br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DFDocuSign Envelope ID: F96193CE-1C3E-4AB8-B35D-B4F5A97AE7D4