HomeMy WebLinkAboutFire Department Budget Amendment Darkhorse Date Analytics software
11-21-2023
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Approved Jessica Perreault via email 11.8.23
11-8-23
CONSULTING SERVICES AGREEMENT
DATA ANALYTICS AND PREDICTIVE MODELING TOOL
THIS SOFTWARE AS A SERVICE AGREEMENT ("Agreement) is entered into
effective as of August 10„2023 (the "Effective Date")
BETWEEN:
Darkhorse Emergency Corp., a corporation formed under the laws of Alberta,with an
address at 10139 81 Avenue, Edmonton,AB,T6E 1W9, Canada ("Darkhorse")
and
Meridian Fire Department,with an address of 33 E. Broadway Ave., Ste.210, Meridian, ID
83642 U n ited States ("the Customer")
WHEREAS:
A. Darkhorse provides Consulting and Implementation Services, Subscription Services,
and Advisory Services related to a predictive modeling solution for emergency
services providers, as defined herein;
B. The Customer is an emergency service provider that wishes to acquire
Implementation Services, Subscription Services, and Advisory Services in accordance
with this Agreement; and
C. Darkhorse and the Customer are forming this Agreement to establish the terms and
conditions upon which the Darkhorse will provide the Implementation Services,
Subscription Services, and Advisory Services to the Customer.
D. The Customer is a based in the United States. All currency amounts within this
contract will be in USD.
NOW THEREFORE,for good and valuable consideration,the receipt and adequacy of which is
hereby acknowledged,the Parties agree as follows:
1.0 DEFINITIONS
1.1 Definitions. The following terms as used in this Agreement, including the recitals,
shall have the meanings indicated below, unless otherwise indicated or the context otherwise
req u i res:
(a) "Business Day" means a day Monday through Friday that the chartered banks
are open for business in the Province of Alberta.
(b) "Business Hours"9 a.m.to Sp.m. MST during Business Days.
N "Confidential Information" means any information about a party, including
but not limited to information about its business, products, services,suppliers,
customers, or pricing that is provided or otherwise obtained pursuant to this
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Agreement, except that Confidential Information does not include information
that: (i) was in the prior possession of the receiving party; (ii) was received by
the receiving party from a third party without obligations of confidentiality; (iii)
is in the public domain; or (iv) is developed independently by a party without
use of or reference to the information of the other party.
(d) "Customer Data" means information provided by Customer to assist in the
development of Deliverables or input in accessing and using the Subscription
Services, including but not limited to information requested by Darkhorse
related to call data, spatial data, operational data and municipal development
plans.
(e) "Customer Environment" means electricity, internet connectivity, compatible
mobile communications devices, and compatible computer hardware,
software, and operating systems,as further described in Schedule "B".
(f) "Darkhorse Reports" means any reports or other output generated from the
Customer accessing and using the Subscription Services.
(g) "Deliverable" means a deliverable to be provided as set out in a SOW.
(h) "Derivative Work" means a work that is based upon one or more pre-existing
works, such as a revision, modification, translation (including compilation or
recapitulation by computer), abridgement, condensation, expansion, or any
other form in which such a pre-existing work may be recast, transformed, or
adapted, and that, if prepared without authorization by the owner of the
pre-existing work,would constitute a copyright infringement.
(i) "Documentation" means all documentation with respect to the Subscription
Services found at httos://darkhorseemeraency.com/
0) "Event of Force Majeure" has the meaning set out in Section 12.3.
(k) "Implementation Services" means the services to be provided by Darkhorse
related to the customization and implementation of Darkhorse's Software and
Subscription Services, including the provision of any Deliverables under a SOW.
Implementation Services shall not include any data conversion or migration
unless expressly provided in a SOW.
(I) "Initial Term" has the meaning set out in Section 7.
(m) "Intellectual Property Rights" means: (i) rights associated with works of
authorship throughout the world, including but not limited to copyrights,
neighbouring rights, moral rights, and mask works, and all Derivative Works
thereof; (ii) trade design and industrial design rights; (iii) integrated circuit
topography rights; (iv) trade-mark and trade name rights and similar rights; (v)
trade secret rights and rights in confidential information; (vi) patents, designs,
algorithms and other industrial property rights, (vii) all other intellectual and
industrial property rights (of every kind and nature throughout the world and
however designated) whether arising by operation of law, contract, license, or
otherwise; and (viii) all registrations, initial applications, renewals, extensions,
continuations, divisions or reissues thereof now or hereafter in force (including
any rights in any of the foregoing).
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(n) "Issue" means any failure of the Subscription Services to substantially comply
with the Documentation when operated in accordance with this Agreement
and the Documentation, with the applicable tier and priority level for
resolution of such Issue as set out in Schedule "C".
(o) "Qualified Personnel" mean Customer employees who have successfully
completed Darkhorse's training program for the Software and Subscription
Services.
(p) "Renewal Term" has the meaning set out in Section 7.
(q) "Service Level Agreement" means Schedule "C".
(r) "Services" means Implementation Services and Subscription Services.
(s) "Software" means the software application provided by Darkhorse to be
installed on a computer or mobile communications device that will permit
access to Subscription Services.
M "SOW" means a statement of work agreed to in writing by the parties setting
out the Implementation Services to be provided pursuant to this Agreement,
and attached as Schedule "A"to this Agreement.
M "Subscription Services" means the services listed in Schedule B and any
Deliverables to be provided under a SOW,which may be accessed by Qualified
Personnel on a computer or mobile communications device.
M "Term" means the Initial Term, and any Renewal Terms, if applicable.
2.0 LICENSE
2.1 License to Customer. Darkhorse hereby grants to the Customer a personal,
nontransferable, royalty-free, fully paid up license (without rights of sublicense) during the
Term to install and use the Software solely on devices owned or controlled by the Customer
or its Qualified Personnel, and solely for the purpose of accessing and using the Subscription
Services. The license allows the Customer an unlimited number of users access to the
platform. Darkhorse hereby grants to the Customer a personal, nontransferable, royalty-free,
fully paid up license (without rights of sublicense) during the Term to reproduce and use any
Darkhorse Reports.
2.2 Licenses to Darkhorse. Customer hereby grants to the Darkhorse a personal,
nontransferable, royalty-free, fully paid up license (with rights to sublicense to its contractors
and suppliers) during the Term to use, reproduce and create Derivative Works of Customer
Data solely to provide Services and Darkhorse Reports to Customer in accordance with this
Agreement. No derivative works will be shared outside of the Customer's organization
without written consent from the Customer.
2.3 Restrictions. Customer is not licensed or permitted under this Agreement to do any
of the following and shall not allow any Qualified Personnel or others for whom Customer is
responsible to do any of the following: (i) access or attempt to access any other Darkhorse
systems, programs or data that are not made available for public use; (ii) rent,sell, lease, lend,
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redistribute or sublicense the Software or Darkhorse Reports or permit any third party to
benefit from the use or functionality of the Software, Services or Darkhorse Reports via a
rental, lease, timesharing, service bureau, or other arrangement without the express
permission of Darkhorse Emergency Corp.; (iii) use the Software on any compatible device
that Customer or Qualified Personnel do not own or control; (iv) copy, modify, or create
Derivative Works of the Software, Services or Darkhorse Reports; (v) work around any
technical limitations in the Software, Services or Darkhorse Reports, or use any tool to enable
features or functionalities that are otherwise disabled in the Software, or decompile,
disassemble, or otherwise reverse engineer the Software except as otherwise permitted by
applicable law or by licenses with respect to open source software included with the
Software; (vi) perform or attempt to perform any actions that would interfere with the proper
working of the Software or Services, prevent access to or the use of the Software or Services
by Darkhorse or other licensees or customers, or impose an unreasonable or
disproportionately large load on Darkhorse's infrastructure; or (vii) otherwise use the
Software,services or Darkhorse Reports except as expressly allowed under this Agreement.
3.0 IMPLEMENTATION SERVICES
3.1 Implementation Services. Subject to Customer fulfilling its obligations under the
Agreement and the applicable SOW or SOWs, Darkhorse shall use commercially reasonable
efforts to provide the Implementation Services in accordance with the applicable SOW or
sows.
3.2 Acceptance. Any provision of Deliverables shall be subject to any acceptance
procedures and criteria that may be set out in the applicable SOW.
3.3 Project Manager. Each party shall appoint the representative indicated in the
applicable SOW to act as a Project Manager, which may be changed from time to time by
providing written notice, who shall act as a single point of contact and be responsible for
giving all instructions and notices permitted or required under this Agreement with respect
to Implementation Services.
3.4 Training. Darkhorse shall provide training in the use of the Software and Subscription
Services as set out in Schedule 'W',or as otherwise agreed in writing by the parties.
4.0 SUBSCRIPTION SERVICES
4.1 Subscription Services. Subject to Customer's compliance with Section 4.2, Darkhorse
will use commercially reasonable efforts to provide Customer's Qualified Personnel with
access to the Subscription Services in accordance with the Service Level Agreement. Except
for the Customer Environment, Darkhorse shall be responsible for providing sufficient
infrastructure,equipment,technical support labour to provide the Subscription Services.
4.2 Customer Obligations. During the Term, Customer shall be responsible for
maintaining the Customer Environment at Customer's sole expense. To add clarity, this
includes the access interface to the Darkhorse platform,all Customer databases and the data
APIs that interface with the Darkhorse platform.
5.0 PAYMENTS
5.1 Implementation Services. Customer shall pay for Implementation and training in
accordance with the Schedules"A", "B" and "D".
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5.2 Subscription Services. Customer shall pay for Subscription Services in advance on an
annual basis as set out in Schedule "D".
5.3 Invoices. Invoices are paid Net 30 days from the date of invoice. All amounts
contemplated in the Schedules and all payments made shall be in the currency outlined in
Schedule G.
5.4 Taxes. Pricing for Services is exclusive of GST, PST or HST, or other similar use or sales
taxes,which shall be payable by Customer as applicable.
5.5 Interest. Interest will be payable on any overdue amounts under this Agreement at
the lesser of 12 percent (12%) per annum or the highest amount permitted by law.
6.0 REPRESENTATIONS AND WARRANTIES
6.1 Capacity. Each party represents and warrants to the other that it has the full power
and authority to enter into this Agreement and to carry out its obligations under this
Agreement.
6.2 Residency. Darkhorse represents and warrants that as of the Effective Date it is not a
non-resident for the purposes of the Income Tax Act (Canada).
6.3 Implementation Services. Darkhorse represents and warrants that it will provide
Implementation Services in accordance with general industry standards. Customer's sole
remedy and Darkhorse's sole obligation for a breach of this representation and warranty is to
use commercially reasonable efforts to re-perform such Implementation Services in
accordance with the representation and warranty.
6.4 Subscription Services. Darkhorse warrants that the Subscription Services will
substantially comply with the Documentation when operated or used in accordance with this
Agreement and the Documentation. Where an Issue arises with Subscription Services when
operated or used in accordance with this Agreement, the Customer's sole remedy and
Darkhorse's sole obligation is to provide support to resolve such Issue in accordance with the
Service Level Agreement.
6.5 Customer Data. Customer represents and warrants that all Customer Data shall be
complete, accurate and free of errors and omissions, and that Customer has all rights
necessary to grant the licenses to the Customer Data set out in this Agreement.
6.6 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
SOFTWARE, SERVICES AND DARKHORSE REPORTS ARE PROVIDED "AS-IS", AND
DARKHORSE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT. DARKHORSE SHALL HAVE NO LIABILITY FOR ANY USE OF OR
INABILITY TO USE THE SOFTWARE, SERVICES, OR DARKHORSE REPORTS FOR ANY ERROR,
INACCURACY OR OMISSION IN THE SOFTWARE, SERVICES OR DARKHORSE REPORTS
CAUSED BY ANY INCOMPLETENESS OR INACCURACY OF CUSTOMER DATA, OR ANY
UNAVAILABILITY, INTERRUPTION OR DEGREDATION OF INTERNET SERVICE.
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7.0 TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the Effective Date and run for an initial
term of two years ("Initial Term") and shall automatically renew for successive terms of two
years (each a "Renewal Term"), unless either party provides at least thirty (30) days' notice
prior to the end of the Initial term of Renewal Term,as applicable.
7.2 Termination. This Agreement may be terminated by a party upon written notice
where it has previously provided written notice of a material breach or default of any of the
provisions of this Agreement by the other party, and such breach or default remains uncured
for a period of thirty (30) days after the receipt of written notice describing such breach,
except that with respect to a breach of Section, parties shall have only the remedies set out
therein.
7.3 Effect of Termination. Immediately after the effective date of expiration or
termination of this Agreement, Customer shall discontinue all use of the Software and
Services. Within ten (10) days of expiration or termination of this Agreement, each party shall
return to the other party all Confidential Information of the other party (including in the case
of Darkhorse, the return of the Customer Data), except that the obligation to return
information shall not include that which must be retained for legal or archival purposes, or
which is retained on a party's network. Customer shall pay all amounts due or accruing due
as of the effective date of expiration or termination of this Agreement.
8.0 CONFIDENTIALITY
8.1 Confidential Information. Each party agrees to maintain the confidentiality of the
Confidential Information of the other party and shall not disclose the Confidential
Information of the other party without its prior written consent or as required by law. Each
party agrees not to use the Confidential Information of the other party except to fulfill
obligations or exercise rights under this Agreement, or to enforce this Agreement. A party
shall be entitled to disclose the Confidential Information of the other party where required by
applicable law, or the order of a court or government agency without authority to do so,
except that where permitted by applicable law, the party obligated to disclose such
Confidential Information shall provide prior written notice of such disclosure to the party
whose Confidential Information is being disclosed.
9.0 OWNERSHIP
9.1 Software and Services. Except for the limited licenses granted in this Agreement,
Darkhorse shall own all right, title and interest in and to the Software and the Services,
including but not limited to all Intellectual Property Rights therein or thereto. To the extent
Customer acquires any right, title and interest in and to the Software and the Services,
including but not limited to all Intellectual Property Rights therein or thereto, except as
provided above,Customer hereby assigns and agrees to assign the same to Darkhorse.
9.2 Customer Data. Except for the limited licenses granted in this Agreement, Customer
shall own all right, title and interest in and to the Customer Data, including but not limited to
all Intellectual Property Rights therein or thereto. To the extent Darkhorse acquires any right,
title and interest in and to the Customer Data, including but not limited to all Intellectual
Property Rights therein or thereto, except as provided above, Darkhorse hereby assigns and
agrees to assign the same to Customer.
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9.3 Inventions and Improvements.Any and all inventions and improvements which the
Customer may conceive, suggest or make while receiving access to the Software or the
Services, shall be the sole and exclusive property of Darkhorse. Customer hereby assigns and
agrees to assign to Darkhorse all right, title and interest in and to the inventions and
improvements, including but not limited all Intellectual Property Rights therein or thereto.
9.4 Further Assurances. The Customer shall, whenever requested by Darkhorse, execute
any and all applications, assignments and other instruments which Darkhorse shall deem
necessary in order to apply for and obtain letters of patent or copyrights of Canada or foreign
countries for the Software, Services, inventions or improvements, and in order to assign and
convey to Darkhorse the sole and exclusive right, title and interest in and to the Software,
Services, inventions or improvements, including but not limited to all Intellectual Property
Rights therein or thereto.
10.0 INDEMNITY
10.1 Indemnification. Subject to Section 10.2, Darkhorse shall defend, indemnify and hold
harmless Customer from any and all claims, actions, suits, damages and expenses alleging
that the Software or Services, as provided by Darkhorse, infringe or misappropriate the
Intellectual Property Rights of a third party.
10.2 Notice and Cooperation. Darkhorse's obligations of indemnity are subject to: (i)
Customer promptly notifying Darkhorse in writing for any claim of for indemnification
pursuant to Section 10.1 (provided that Customer's failure to provide such notice shall relieve
Darkhorse of its indemnification obligations only to the extent that such failure prejudices the
Darkhorse's ability to defend the claim); (ii) providing Darkhorse with sole control of the claim,
its defense and all negotiations for its settlement or compromise; and (iii) providing
information and assistance reasonably necessary to permit the Darkhorse to defend the
claim.
10.3 Exceptions. Darkhorse shall not be liable under Section 10.1 to the extent any claims
results from Customer Data, modifications to the Software or Services other than by or for
Darkhorse or use of the Software or Services in a manner not authorized by the Agreement.
11.0 LIMITATIONS OF LIABILITY
11.1 EXCEPT FOR OBLIGATIONS UNDER SECTION 10, OR A BREACH OF SECTIONS 2,6.5 OR
8-10 OR AMOUNTS PAYABLE UNDER THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE
FOR: (i) ANY FORM OF INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
OF ANY KIND, LOST PROFITS OR OTHER ECONOMIC LOSSES, FROM ALL CAUSES OF ACTION
OF ANY KIND, INCLUDING TORT (INCLUDING NEGLIGENCE), CONTRACT AND BREACH OF
WARRANTY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES IN EXCESS OF AMOUNTS PAID OR
PAYABLE BY CUSTOMER TO DARKHOUSE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR
TO THE DATE SUCH DAMAGES AROSE.
12.0 GENERAL
12.1 Notices. Notices and other communications sent by a party must be in writing and
shall be deemed properly given if they are sent by email or prepaid courier to the other party
at the respective physical address or email address set forth below:
Darkhorse Emergency Corp. Meridian Fire Department
10139 81 Avenue 33 E. Broadway Ave.,Ste.210
Edmonton,AB T6E 1W9 Meridian, ID 83642
Canada United States
Attention: Craig Hiltz,Vice President Attention: Charlie Butterfied,
Email: Deputy Chief
craia.hiltzndarkhorseemeraency.com Email: cbutterfield@me rid iancity.org
or at such other addresses or email addresses as the party may advise in writing. Such notices
and other communications shall be deemed to be received at the opening of business in the
office of the addressee on the Business Day following transmission in the case of emails and
delivery in the case of prepaid courier.
12.2 Utilization by Other Public Agencies Clause. The use of this contract shall be made
available to other local governmental agencies and agencies established for the public
benefit ("Public Agencies"). The parties agree to allow other governmental agencies to enter
into separate agreements with the Contractor under the terms in effect between the
Customer and the Contractor.The parties also agree that any other agency utilizing the terms
of this agreement shall not be deemed to be an agent or employee of the Customer for any
purpose whatsoever. The parties further agree that any Public Agency will enter its own
separate contract with the Contractor.
The Customer is not otherwise responsible for the Public Agencies' performance of the
Contract between the individual Public Agencies and the Contractor or for any obligation or
liability accruing to the Public Agencies in the performance thereof.The Public Agencies and
the Contractor further agree to waive any rights they may have in making the Customer a
party to a dispute between a Public Agency and the Contractor.
12.3 Pause Clause. If the activity or decisions of the Customer result in significant delays to
the timeline that cause Darkhorse to move their team onto another project, Darkhorse will
pause the project and restart it based on Darkhorse's schedule and availability.Timelines will
be adjusted accordingly.
12.4 Independent Contractors. The parties acknowledge that they are independent
contractors and no other relationship, including partnership, joint venture, employment,
franchise, master/servant or principal/agent is intended by this Agreement. Neither party
shall have the right to bind or obligate the other.
12.5 Force Majeure. Non-performance of this Agreement (other than any failure to meet to
make payments required under this Agreement) by a party shall be excused to the extent
that performance by such party is rendered impractical or impossible by civil disobedience,
strike, earthquake, fire, flood, governmental acts, governmental orders or governmental
restrictions, shortages of supplies, or any other reason where failure to perform is beyond the
reasonable control of, and not caused by negligence of, the non-performing party ("Event of
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Force Majeure"); provided further that the non-performing party provides prompt notice of
the Event of Force Mai eure and its expected duration, and uses reasonable efforts to resolve
such Event of Force Majeure.
12.6 Equitable Relief. Each party acknowledges that any breach of its obligations under
this Agreement with respect to the proprietary rights or Confidential Information of the other
party shall cause irreparable injury for which there are inadequate remedies at law, and
therefore the other party shall be entitled to seek in any court of competent jurisdiction
injunctive, preliminary or other equitable relief in addition to damages, including court costs
and reasonable legal and other professional fees, to remedy any actual or threatened
violations of its rights with respect to such matters.
12.7 Amendment and Waiver. No modification or amendment to this Agreement shall be
effective unless in writing and signed by both parties. Failure by either party to enforce any
provision of this Agreement shall not be deemed a waiver of future enforcement of that or
any other provision. Any waiver shall be effective only if in writing and signed by the party
waiving rights.
12.8 Advertising. The Customer grants Darkhorse the right to reference the services
performed for the Customer and the Customer name in Darkhorse's advertising or public
relations materials.
12.9 Entire Agreement. This Agreement, including the attached Schedules incorporated
herein, contains all the terms and conditions and constitutes the entire agreement in force
and effect between the parties with respect to the subject matter of this Agreement. This
Agreement supersedes all previous proposals, both oral and written, negotiations,
representations, commitments,writings and all other communications between the parties.
12.10 Survival. Sections 1, 5, 6, 7.3 and 8-12 shall survive the expiration or termination of this
Agreement.
12.11 Assignment. Customer may not assign this Agreement without the express written
consent of Darkhorse,which may be withheld in its sole discretion. Darkhorse may assign this
Agreement by providing written notice to the Customer. This Agreement shall be binding
upon and enure to the benefit of the parties and their respective heirs, executors, legal
personal representatives,successors and assigns.
12.12 Severability. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
12.13 Legal Fees. In the event any litigation is brought by either party in connection with
this Agreement,the substantially prevailing party in such litigation shall be entitled to recover
from the other party all the costs, reasonable legal and other professional fees reasonably
incurred by such party in the litigation, and need not bring a suit to final judgment to
substantially prevail.
12.14 Headings. The division of this Agreement into Articles and Sections and the insertion
of headings are for convenient reference only and are not to affect its interpretation.
12.15 Choice of Law and Jurisdiction. This Agreement shall be governed and construed in
accordance with the laws of the Province of Alberta, other than with respect to conflict of
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laws. The parties irrevocably submit and attorn to the exclusive jurisdiction of the Province of
Alberta, in respect of matters arising in connection with Agreement.
12.16 Counterparts. This Agreement may be executed in two or more counterparts and
transmitted by facsimile or electronically as a PDF (Portable Document Format) document,
each of which when so executed and delivered shall be deemed an original,and all of which
together shall constitute one and the same instrument.
12.17 Electronic Signatures and Electronic Records: Darkhorse and the Customer
consent to the use of electronic signatures. The Agreement, and any other documents
requiring a signature hereunder, may be signed electronically by the Customer in the
manner specified by Darkhorse. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an
electronic record was used in its formation. The Parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an
electronic document, or a paper copy of a document bearing an electronic signature, on the
ground that it is an electronic record or electronic signature or that it is not in its original form
or is not an original.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed
effective as of the Effective Date.
Darkhorse Emergency Corp. Meridian Fire Department
Pe r: Pe r:
Name and Title: Craig Hiltz,Vice President Name and Title: Charlie Butterfield,
Deputy Chief
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SCHEDULE "A"
IMPLEMENTATION SERVICES
Services Provided
1. Implementation Services
a. Clear identification of required data and collaboration with the Customer data
manager to understand service-specific business rules and particulars.
b. Initial processing and validation of Customer data using the Darkhorse Wrangler.
c. Iterative Diagnostic and Deployment tool demos to clarify assumptions, generate
discussion, and familiarize the Customer team with the software.
d. Forecasting future incident demand and road networks based on municipalities'
population and development projections.
e. Customization of the Deployment software to the Customer's specific language to
facilitate adoption and ease of.
f. Access to our library of clear data visualizations that are easily exportable as SVG,
PNG, or CSV (data table) files.
g. Set up automated application updates from Customer data uploads to the
Darkhorse SFTP server.
h. Historical review facilitated by our Diagnostics software. This review includes call
volume, drivetime, overgoal responses, and performance to Customer service
standards.
i. Diagnostic analysis facilitated by our Diagnostics software. This includes identifying
the root causes of overgoal responses. The analysis is done on both a first response
level and on a contingent standard for incidents where an Effective Response Force
(ERF) is required.
j. In collaboration with the Customer, the creation of several predefined station
configuration scenarios.
k. Identification of mathematically optimal station locations using specialized
optimization software for the predefined scenarios and constraints.
I. Executive summary presentation deck capturing key insights from diagnostic
analysis, root cause analysis and station location recommendations
The Implementation phase will take between 10 and 12 weeks from the date full data is
provided to Darkhorse.
2. Advisory Services (OPTIONAL)
Access to Darkhorse advisor(s) throughout the subscription period.
To accommodate the reality that the Customer's needs may change from year to year,
Darkhorse offers two options to meet the needs of each contract year. Options can be
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changed at the beginning of each contract year.Option 2 can be initiated at any point of a
contract.
Option 1 - Fractional FTE: The Darkhorse team will provide access to the appropriate
resource to meet the Customer's needs on a longer-term arrangement. Resources
may range from a strategic advisor to a technical analyst. Engagements are typically in
place for the entire year. The cost will depend on the type and fraction of resource(s)
included.
Option 2 - Advisor Retainer: This is the most flexible approach if the Customer is
uncertain of their needs, but Darkhorse's responsiveness will depend on the
availability of the required advisor type.The Customer pre-pays for a block of 40 hours
for $10,000 and can re-purchase an equal or larger block as required. Purchased hours
do not expire for the term of the contract.Annual inflation escalation of block price is
based on CPI.
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SCHEDULE "B"
LIST OF SUBSCRIPTION SERVICES AND CUSTOMER ENVIRONMENT
Subscription Services
Subject to the Customer's provision of the Customer Environment, Subscription Services
consist of the provision of access to and use of the functionality of the following items in
accordance with the Agreement, including but not limited to the Service Level Agreement:
APPLICATION USE PLATFORM DATA UPDATE
FREQUENCY
Darkhorse Data cleanliness and Darkhorse Auto updates based
Wrangler consistency for Darkhorse computational on client frequency
Service applications. notebooks and requirements
standardized
Enables efficient analysis to database
answer ad-hoc analytics
requests.
Darkhorse HQ Quick access to your most Web-based Auto updates based
important KPIs on client frequency
requirements
Darkhorse Historical data exploratory Web-based Auto updates based
Diagnostics application. on client frequency
Module requirements
Darkhorse Predictive modelling Web-based Annual spatial
Deployment application -Station update.
Module locations, resource Annual demand set
deployment scenarios, to review and
boundary optimization. updates.
The subscription start date will be the contract signing date.This date will be the anniversary
of subsequent subscription years.
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SCHEDULE "C"
SERVICE LEVEL AGREEMENT
ISSUE TIER AND PRIORITY DEFINITION SERVICE LEVEL
PRIORITY
Fier 1 Tier 1 issues are those Issues that Support for Tier 1 Issues will be
involve any loss of productive provided by a trained power user
Any Priority use caused by non-code factors, within the Customer organization.
such as the need or loss of Issues that cannot be handled by
credentials for logging in, Tier 1 support will be escalated to
inaccessibility to Wi-Fi for data Darkhorse Tier 2 personnel.
downloads,device-specific
support
Tier 2 issues are those Issues not
covered or resolvable via Tier 1
support, and these include
application bugs. Tier 2 support
requests will originate from the
designated client Tier 1
representative.
Priority 1: Priority 1 Issues are those Acknowledgement Time:
Urgent defined by complete loss of Maximum of 4 hours within
productive use. Functionality is Business Hours from the inquiry
prohibited with no client-side being made by the Customer.
workaround available.
Resolution Time is within 8
hours of Acknowledgement Time
Priority 2: Priority 2 are those Issues is Acknowledgement Time:
Normal when productive use is not Maximum of 8 hours within
impacted. Functionality is Business Hours from the inquiry
available but model outputs are being made by the Customer.
not as expected or has the app
has minor or cosmetic defects. Resolution Time will be
determined on a case-by-case
Workarounds or configurable basis after understanding client
options are generally available. urgency.Typically, a response is
achieved within 1-3 days.
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SCHEDULE "D"
PRICING
A project of this size and complexity can typically be completed in 10 to 12 weeks of effort.
Availability of your data and feedback is critical to maintaining this pace.
All costs exclude approved pass-through costs (i.e.,travel) and applicable taxes.
The implementation phase will have three invoices:
(1) 20% upon signing the contract
(2) 40%after the diagnostics phase, and
(3) 40%at the end of the implementation phase.
The annual subscription fee will be invoiced full on the first day of each subscription year.
Advisory Services are completely optional.
All amounts are in USD.
OFFER COMPONENTS: PLATFORM
Term of the Agreement 2 years
Implementation Services
Software implementation
Wrangler service
HQ module
Diagnostics module $60,000 one-time fee
Deployment module
Virtual training workshops (Diagnostics &deployment)
Data pipeline
Software Subscription
UI IIII I IILCu uJCIJ i i I II Kcal support I Annual invoice
HQ, Diagnostics, Deployment modules $20,000 per year
Annuai inuation escalation oasea on �_Ni
Total:Year 1 $80,000
15
SCHEDULE "E"
Workman's Compensation Exemption
Workers'
a o Compensation
Board
Customer Service Alberta
9912-107 Street Phone. 78DA98-3999
January 27,2012 Po Box 2415 Fax 780d98-7999
Edmonton AB TSJ 2S5 Website: www.wcb.ab.ca
Toll Free: 1-866-922-9221
DARKHORSE ANALYTICS INC.
9007 112 ST NW Account Number: 6595277
EDMONTON AB T6G 2C5
Dear Maciej Bukczynski:
RE: Voluntary Coverage Confirmation
Thank you for submitting your WCB-Alberta account application.
Under the Alberta Workers'Compensation Act,your industry is considered exempt.Coverage in
this industry is voluntary.
If you wish to proceed with voluntary coverage,please forward your consent to our office within
three business days. If your consent is received after this date,it will be considered a new
application and coverage will be effective the date your consent is received in our office.
To provide your consent,you can reply via email to jane.kan@wcb.ab.ca or phone me at 780-
498-3999.
For more information or to access our online services,please visit www.wcb.ab.ca.
Sincerely,
Jane Kan
Employer Account Services E2
encl.
Please help us serve you better by stating your account number on all correspondence
ED 0033 3587 1 of 1
16
SCHEDULE "F"
CERTIFICATE OF INSURANCE
Canadian Dollars
OONFP Edmonto,AB TSS 1J9 ue nfp.cca.486.0169
CERTIFICATE OF INSURANCE
NAMED INSURED: Darkhorse Emergency Holdings,Darkhorse Emergency LP, CERTIFICATE HOLDER: Mani Fire Department
Darkhorse Visualization Holdings and
Darkhorse Visualization LP
10139 81 ave NW 33 E.Broadway Ave.,Ste.210
Edmonton,AB T6E 4A4 Meridian ID BM42
This a to ce"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 herein is subject to all the terms,exdusions and oond0ions of such policies.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
POLICY POLICY TERM(MM/DD/YYY1)
TYPE OF INSURANCE NUMBER FROM TO LIMITS OF LIABILITY
GENERAL LIABILITYCertain Underwriters as arranged by Lloyd§through CFC per Occurrence $ 6,000,000
Underwriting
Par Occurrence ESLo39644&48 04/04/2023 04/04/2024 General Aggregate $ 5,000,000
•Contingent Employers Liability Pioducts/Completed Operations Aggregate $ 5,000,000
Blanket Contractual Liability Personal Injury&Advertising Liability $ 5,000,000
Broad Form Property Damage Non-Owned Automobile $ 2,000,000
Cross Liability/Sevembility of Interest Tenants Legal Liability $ 500,000
Medical Expense Any One Person $ 25,000
Employers Liability $ 1,000,000
PROPERTY Underwriters at Lloyds under Agreement No.B1306C500432300 Per Occurrence
•Per Occurrence FPBK2097 0523I2023 /1/2112024 Contents $ 175,000
Betlermen[s $ 25,000
Equipmerd breakdown $ 200,000
TECHNOLOGY PROFESSIONAL LIABILITY Certain Underwriters as arranged by Lloyd's through CFC Each Claim $ 2,000,000
Underwrbing
ESL0039644818 04/04112023 04104/2024 Techrldogy Professional Aggregate $ 2,000,000
CYBER LIABILITY Certain Underwriters as arranged by Lloyd's through CFC Limit $ 2,000,000
Underwriting
ESL0039644848 0410412023 1 041O412024 iCyberAggregate $ 2,000,000
ADDITIONAL INSUREDILOSS PAYABLE/LESSOR
Certificate Holder is added as Additional Insured on the CGL policy as required by written contract but only with respect to liability arising out of the operations of the Named Insured.
CANCELLATION:
Should any of the above described pdkies be ranrelled before the expiration data thereof,the issuing rampany volt endeavor to mail
30 days written notice to the certificate holder named above,but failure to mail such notice shall impose no obligation or liability of any kind upon Ore company,its agents or representatives.
ADDITIONAL INFORMATION
DATE: 2023-08-10 PER:
Cady Cust-Client Manager
CarlY.tust@nfp.ca
This certificate is issued as a matter of information only and confers no rights upon the certificate holder.This certificate does not amend,extend or alter the coverage
afforded by the policies above.
17
SCHEDULE "G"
U.S. PAYMENT TRANSFER DETAILS
Please email the the following information to Darkhorse at ARccodarkhorseanalvtics.com
within 2 weeks of signing the contract.
1) The finance department contact information (contact name,email and phone
number),and;
2) The payment method you will be using - (a) cross-border ACH,or (b) wire.
Darkhorse Emergency is located in Canada. If using ACH payment, please confirm with your
financial institution to ensure your account has this feature. IMPORTANT:there are different
ABA numbers when a US company is paying via ACH versus wire. Both are included in
the document linked below.
All payments are to be made in US dollars.
DARKHORSE
E M E R L END 10139 81 Ave NW,Edmoelon,AS TBE 1 W 9
US Payment Transfer Information
Financial Institution Information
Name of Bank: Royal Bank of Canada
Address: 10200 102 Ave NW-Unit D219,Edmonton,AB,T5J 4B7
Swift Code: ROYCCAT2
Bank Number: 003
Account Number: 037494002614
Account Type: USD Chequing Account
Company Information:
Name: Darkhorse Emergency Corp.
Address: 10139 81 Ave NW,Edmonton,AS T6E 1 W9
Contact Person: Chantelle Bryce
Telephone Numbers: 1-800-261-1832
Email Address: AR@darkhorseemergency.com
Intermediary/Corresponding Bank-For Wire Transfers
ABA number: 021000021
Swift Code: CHASUS33
This is a JP Morgan Chase bank and by entering this number,all
the needed information should populate automatically.
18