AMENDMENT TO AGREEMENT
S:\Agreements\ImageTrend\Amendment 1 To Agreement 2023-267 Permits Module_CAO bk 10-30-24.doc Updated – August 15, 2022
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AGREEMENT NO. __________________
AMENDMENT NO. [1] TO
AGREEMENT NO. 2023-267
This AMENDMENT NO. 1 TO AGREEMENT NO. 2023-267 is made and entered into on ________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (“CITY”), and IMAGETREND, LLC., a corporation; LLC authorized to do business in California (“CONTRACTOR”).
R E C I T A L S
WHEREAS, On November 29, 2023, CITY and CONTRACTOR entered into Agreement No. 2023- 267 (“Agreement”) for the purchase of ImageTrend software and training resources from CONTRACTOR to integrate into CITY’s existing E mergency Medical Services (EMS) system, which will assist with the reports the Bakersfield Fire Department has to prepare for the state of California ; and
WHEREAS, the parties desire to amend Agreement No. 2023-267 to increase compensation by $14, 650 to allow for the addition of ImageTrend’s Permits module to create, track and complete records for fire permits as set forth in Exhibit D attached hereto.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. Section 1 of Agreement No. 2023- 267 entitled “SCOPE OF WORK ” is hereby amended to read as follows:
1. SCOPE OF WORK. In exchange for the C ompensation (defined below), CONTRACTOR shall perform the following: provide to CITY various ImageTrend EMS software and onsite training of said software as described in Exhibit A attached hereto, setup and annual subscription to the Permits module as described in Exhibit D attached hereto, and subject to the additional terms set forth in Exhibit B (“Service Level Agreement”) and Exhibit C (“Software Licensing Terms”), each attached hereto (collectively, the “Scope of Work”) . The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
AMENDMENT TO AGREEMENT
S:\Agreements\ImageTrend\Amendment 1 To Agreement 2023-267 Permits Module_CAO bk 10-30-24.doc Updated – August 15, 2022
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2. Section 2 of Agreement No. 2023- 267 entitled
“COMPENSATION/PAYMENT PROCEDURE” is hereby amended to read as follows:
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”): a total payment not to exceed Four Hundred Sixteen Thousand and Three Dollars ($416,003) in accordance with the costs and fees set forth in Exhibits A and D.
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR . In no case will CITY compensate CONTRACTOR more than Four Hundred Sixteen Thousand Dollars ($416,000) for performing the Scope of Work.
3. Except as amended herein, all provisions of Agreement No. 2023-267 shall remain in full force and effect.
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Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
AMENDMENT TO AGREEMENT
S:\Agreements\ImageTrend\Amendment 1 To Agreement 2023-267 Permits Module_CAO bk 10-30-24.doc Updated – August 15, 2022
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. 2023- 267 to be executed the day and year first above written.
“CITY” “CONTRACTOR”
CITY OF BAKERSFIELD IMAGETREND, LLC
By:____________________________ By:_________________________________
KAREN GOH
Mayor Print Name: ________________________
Title:___________________________
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By:____________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:____________________________
ASHLEY ZAMBRANO
Deputy City Attorney
Insurance:____________
COUNTERSIGNED:
By:____________________________
RANDY MCKEEGAN
Finance Director
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075 Jon Sachs
CFO
AMENDMENT TO AGREEMENT
S:\Agreements\ImageTrend\Amendment 1 To Agreement 2023-267 Permits Module_CAO bk 10-30-24.doc Updated – August 15, 2022
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Attachment: Exhibit A – Price Sheet Attachment
Exhibit B – Service Level Agreement
Exhibit C – Software Licensing Terms
Exhibit D – Permits Module Quote
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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EXHIBIT A - PRICE SHEET ATTACHMENT
The prices below are based on the following SaaS transaction volumes, as provided by CITY:
48,000 Incidents annually
One Time Fees
Description SKU Unit Price Qty Extended Amount
Upgrade EMS NFIRS to Rescue SaaS Setup ELT.003.002.018 $27,600.00 1 $27,600.00 Onsite Training Session - 8 Hours ELT.006.003.004 $1,800.00 3 $5,400.00 Travel ELT.006.003.008 $1,750.00 1 $1,750.00
Agency Level Validation Fire Setup ELT.003.002.013 $500.00 1 $500.00 Total One-Time Fees: $35,250.00
Recurring Fees
Description SKU Unit Price Qty Extended Amount
Upgrade EMS NFIRS to Rescue - SaaS
Additional Annual
ELT.001.002.034 $47,998.25 1 $47,998.25
CAD Distribution ELT.002.007.001 $3,840.00 1 $3,840.00
Other CAD Vendor ELT.002.007.019 $0.00 1 $0.00
Mobile Fire Inspections - SaaS ELT.001.002.014 $10,000.00 1 $10,000.00 Agency Level Validation Fire ELT.001.002.002 $2,000.00 1 $2,000.00 Continuum® CTM.001.002.00
1 $24,000.00 1 $24,000.00
Continuum® EMS Content Package CTM.001.002.00
2 $12,000.00 1 $12,000.00
Continuum® Fire Content Package CTM.001.002.00
3 $12,000.00 1 $12,000.00
Total Recurring Fees: $111,838.25
TOTAL YEAR 1: $147,088.25
Send Invoices To:
Paul Briones
[email protected]
2101 H ST
Bakersfield, California 93301-3921
Payment Terms:
1. “One Time Fees” are due once, as specified by the Milestone terms below.
2. “Recurring Fees” are annual fees which recur each year. They are due on each anniversary of the fee, with the start date beginning upon completion as specified by the Milestone terms below.
The Recurring Fees will escalate in price annually by 7% beginning on 10/19/2024 and each year thereafter.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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3. ImageTrend may temporarily suspend performance (e.g. cease to provide access, hosting, support) due to CITY’s breach of contract provided CITY shall have 30 days to cure such breach before ImageTrend may suspend performance.
4. ImageTrend may charge to CITY a late fee of 1.5% per month, or the highest rate allowed under the law, whichever is lower, on any overdue amounts. CITY also agrees ImageTrend may charge to CITY all reasonable costs and expenses of collection, including attorneys' fees where, in ImageTrend’s discretion, payments are consistently deficient or late.
5. All Annual SaaS Fees are based upon anticipated transaction volumes (as provided by CITY) and are subject to an annual usage audit. ImageTrend reserves the right to increase fees in accordance with increased transaction volume per the Unit Price listed in the tables above.
6. ImageTrend will not be responsible for third-party fees related to this Agreement unless specifically outlined by this Agreement
Optional Items
Items in the table below are not goods or services currently contracted or provided by this Agreement, rather, they are included to allow CITY to add those goods or services by first providing written notice to ImageTrend, subsequently ImageTrend will provide CITY with a Work Order for the Optional item, and upon CITY’s signature of that Work Order, ImageTrend will begin the work.
Product SKU Unit Price Description
Investigations ELT.001.002.018 $14,400.00 Investigations is a separate module that allows your investigators to document all aspects of a
fire-related investigation, including such things as
witnesses, evidence grids and weather related
information.
Note: Elite Fire or Rescue is required.
Permits ELT.001.002.021 $12,000.00 The Permits module allows you to create, track and complete records, such as building or
construction permits. Note: Elite Fire or Rescue is
required.
MILESTONE 1
Project Kick Off. ImageTrend will designate an implementation coordinator. The implementation coordinator will schedule a “Kick Off Call” with CITY where the implementation coordinator outlines the implementation process, gives an overview of the CITY’s order, and starts discovery of how the CITY’s processes work. This Project Kick Off Milestone is complete when: 1) CITY has been assigned an implementation coordinator; and 2) the Kick Off Call has occurred
Description Unit Price Quantity Extended Amount
Upgrade EMS NFIRS to Rescue SaaS Setup $27,600.00 1 $27,600.00 Agency Level Validation Fire Setup $500.00 1 $500.00
Milestone 1 Total $28,100.00
MILESTONE 2
Site Available. ImageTrend software is available via the Web. This Site Available Milestone is complete when ImageTrend has provided CITY: 1) at least one web URL to the ImageTrend software, and 2) a Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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system administrator account with login credentials, and 3) CITY is able to log into the ImageTrend software at that URL.
Description Unit Price Quantity Extended Amount
Upgrade EMS NFIRS to Rescue - SaaS
Additional Annual $47,998.25 1 $47,998.25
Mobile Fire Inspections - SaaS $10,000.00 1 $10,000.00
Agency Level Validation Fire $2,000.00 1 $2,000.00
Continuum® $24,000.00 1 $24,000.00
Continuum® EMS Content Package $12,000.00 1 $12,000.00
Continuum® Fire Content Package $12,000.00 1 $12,000.00 Milestone 2 Total $107,998.25
MILESTONE 3
Go Live. The parties understand that while the system can be infinitely configured and refined, that the software system must reach a level of readiness and it must “go-live” for usage by the end-users in its intended use cases. CITY may desire staged roll out of different features or products for large implementations, or CITY may desire to have all functions go live all at once. In the interest of defining a fair and objective measurement point, this Go Live Milestone will be complete when the CITY ’s Software system processes, receives, transmits, generates, or otherwise interacts with the first non- test data record, excluding non-test data which is migrated on a one-time basis from another system.
Description Unit Price Quantity Extended Amount
CAD Distribution $3,840.00 1 $3,840.00
Other CAD Vendor $0.00 1 $0.00
Milestone 3 Total $3,840.00
MILESTONE 4
Training. This Training Milestone will be complete, and invoiceable in advance of delivery of all training session(s), when the Go Live Milestone is complete.
Description Unit Price Quantity Extended Amount
Onsite Training Session - 8 Hours $1,800.00 3 $5,400.00 Travel $1,750.00 1 $1,750.00
Milestone 4 Total $7,150.00
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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EXHIBIT B - SERVICE LEVEL AGREEMENT ATTACHMENT
ImageTrend is committed to offering exceptional levels of service to our customers. This Service Level Agreement (“SLA”) guarantees your website or application’s availability, reliability and performance. This SLA applies to any site or application hosted on our network.
1. Customer Support
ImageTrend is committed in providing an exceptional level of customer support. ImageTrend’s servers are monitored 24 hours per day, 7 days per week, 365 days per year and our support staff is available via phone (888.469.7789) and email (www.imagetrend.com /support) as posted on the company’s website. ImageTrend works to promptly resolve all issues reported by customers, and will acknowledge the disposition and potential resolution according to the chart below:
Severity Level Example Acknowledgement of Error Notice Response Goal
High/Site Down - Complete shutdown or partial shutdown
of one or more Software functions
- Access to one or more Software functions
not available
- Major subset of Software application
impacted that is necessary for usage of the
software
Within one (1) hour of initial notification
during business hours or via
support.imagetrend.com
Six (6) hours
Medium - Minor subsystem failure
-Data entry or access impaired on a limited
basis.
Within four (4) hours of initial notification 24 Business hours
Low - User error (i.e. training) or forgotten
passwords
- Issue can or must be delegated to local
CITY contact as a first level of response for
resolution
Same day or next business day of initial
notification
As
appropriate
depending
on nature of
issue and
party
responsible
for
resolution
2. Data Ownership
All customer data collected and maintained by ImageTrend shall at all times remain the property of the customer.
3. Data Protection
ImageTrend takes data privacy and cybersecurity very seriously. ImageTrend utilizes compliant and industry recognized best practices to ensure data security, and does not use or make available any personally identifiable information to third parties withou t customer consent or as required by law. ImageTrend acknowledges that its handling of information on behalf of customers may be subject to federal, state or local laws, rules, regulation and restrictions regarding the privacy of consumer information. ImageTrend agrees to comply with all of such laws, rules, regulations and restrictions at its sole cost and expense.
4. Suspension of Service
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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ImageTrend reserves the right to suspend and limit network resources to customers failing to pay the monthly fee in advance at its own discretion. In the event of service suspension, full service delivery will be restored within 48 hours from the date and time that payment is received.
5. Availability
ImageTrend is fully committed to providing quality service to all customers. To support this commitment, ImageTrend offers the following commitments related to application server Availability:
Availability Objective: ImageTrend will provide 99.5% Availability (as defined below) for the ImageTrend network services within ImageTrend’s Immediate Control. For purposes, hereof, "Availability” or “Available” means the ImageTrend Services are available for access and use through the Internet.
“Immediate Control” includes ImageTrend’s network services within the ImageTrend data center which extends to, includes and terminates at the Internet Service Provider (“ ISP”) circuit termination point on the router in ImageTrend's data center (i.e., public Internet connectivity).
Specifically excluded from the definition of “Immediate Control” are the following:
a. Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of CITY or a third-party entity (or any of their vendors or service providers) and CITY’s or a third party entity’s network services or end-user hardware. b. Acts or omissions of CITY , their employees, contractors, agents or representatives, third party vendors or service providers or anyone gaining access to the ImageTrend Services at the request of CITY.
c. Issues arising from bugs, defects, or other problems in the software, firmware, or hardware of third parties.
d. Delays or failures due to circumstances beyond ImageTrend’s reasonable control that could not be avoided by its exercise of due care.
e. Any outage, network unavailability or downtime outside the ImageTrend data center.
Availability Calculation: Availability is based on a monthly calculation. The calculation will be as follows: ((a – b) / a) x 100, where “a” is the total number of hours in a given calendar month, excluding Scheduled Maintenance (as defined below), and “b” is the total number of hours that service is not Available in a given month.
Offline Capability: The Software may have offline capability which provides redundancy when network or server back -end capability is not available. Periods of time when the Software’s primary functions continue to function offline shall be excluded from the unavailability calculation “b” above.
Scheduled Maintenance: ImageTrend conducts scheduled maintenance, as necessary, every last Wednesday of the month. ImageTrend will perform scheduled maintenance within that maintenance window between the hours of 9:00 p.m. CST to 11:00 p.m. CST. ImageTrend may change the regularly scheduled maintenance window from time to time at ImageTrend’s discretion upon reasonable notice to CITY.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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Service Disruption: Upon customer’s written notice to ImageTrend, if Availability for the month is below the guaranteed level, ImageTrend will issue a credit to customer in accordance with the schedule below:
Availability: 99.0% - 99.5% = 5% of monthly hosting fee credited
95.0% - 98.99% = 10% of monthly hosting fee credited
90.0% - 94.99% = 15% of monthly hosting fee credited
89.99% or below = 2.5% for every 1% of lost Availability (in no event exceeding 50% of monthly hosting fees)
ImageTrend maintains precise and objective Availability metrics, which shall be determinative when calculating any customer requested credit. ImageTrend maintained Availability metrics shall only be requested in good faith to address material customer conc erns. To receive a credit, customers must specifically request it during the month following the month for which the credit is requested. Credits shall not be issued if a customer account is past due, suspended or pending suspension.
6. General
ImageTrend reserves the right to change or modify this SLA and the related services being provided to benefit its customers, including changes to hosting environments and infrastructure, provided that any such improvements shall adhere to the regulatory guidelines and best practices referenced herein.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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EXHIBIT C SOFTWARE LICENSING TERMS ATTACHMENT
To the degree any Work Order involves licensing ImageTrend Software, the following terms shall apply:
“ImageTrend Elite Data Marts” means the relational database(s) that contain an enhanced and simplified reporting-ready format of the transactional data collected within ImageTrend Elite. The Elite Data Marts are available for use with the ImageTrend Elite Reporting Tools. “ImageTrend Elite Reporting Tools” means the Transactional Report Writer, Visual Informatics, Analytical Chart Reporting Tool and Analytical Tabular Reporting Tool in the Software that are based on a set of Elite Data Marts.
“Incident(s)” means an instance where the CITY sends a vehicle or emergency responder to a situation requiring emergency response, as measured by the number of incident reports within ImageTrend Software systems.
“Licensed Information” means other Deliverables provided to CITY by ImageTrend relating to the operation or design of the Software, or other Deliverables provided to CITY by ImageTrend which are common to ImageTrend (e.g. such Deliverables are not unique to CITY). A copy of the software specification Licensed Information is available within the Software labeled as “ImageTrend University.” “The Software” means the sum of all software licenses granted by this Agreement or Work Order hereto as provided in Section 1 below.
1) GRANT OF LICENSE TO SOFTWARE.
Each Work Order for the sale of Software Licenses shall outline which of the below licenses are being granted by the Work Order. The license selection will be evidenced by the title of each SKU in the Work Order, e.g. “Elite EMS SaaS” shall be licensed under the Software as a Service License below. If the license is not apparent by the name of the SKU, then the license shall default to Software as a Service.
ImageTrend may discontinue or replace a license in this table by providing CITY reasonable written notice of the change. Replacing this table shall not have the effect of revoking previously agreed licenses, rather, ImageTrend’s right to replace this table shall apply to only future Work Orders.
Name of License Terms of License
Software as a Service
License (SaaS) or
Integration as a
Service (IaaS)
(“SaaS”)
ImageTrend hereby grants CITY a non-exclusive, non-transferable license to use the ImageTrend Software product(s) listed in the Work Order for such time as listed in said Work Order. During the term of the Work Order, the CITY shall have access to the Software, which will be installed on servers at the ImageTrend hosting facility and subject to the Service Level Agreement attached. All copies of the Software and/or Licensed Information in any form provided by ImageTrend to CITY hereunder are the sole property of ImageTrend and/or its suppliers, and that CITY shall not have any right, title, or interest to any such Software and/or Licensed Information or copies thereof except as provided in this Agreement.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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2) PROTECTION OF SOFTWARE AND LICENSED INFORMATION
CITY agrees to respect and not to, nor permit any third-party to, remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or Licensed Information, and to reproduce and include the same on each authorized copy of the Software and Licensed Information.
CITY shall not nor shall CITY permit any third-party under CITY’s control to, copy, reverse engineer, or duplicate the Software or any part thereof except for the purposes of system backup, testing, maintenance, or recovery. CITY may duplicate the Licensed Information only for internal training, provided that all the names, trademark rights, product names, copyright statement, and other proprietary right statements of ImageTrend are reserved. ImageTrend reserves all rights which are not expressly granted to CITY in this Agreement.
CITY shall not, nor shall CITY permit any third-party to, modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof, and shall not use the software or portion thereof for purposes other than as intended and provided for in this Agreement. 3) INSTALLATION, INTRODUCTORY TRAINING AND DEBUGGING.
IMPLEMENTATION. ImageTrend shall provide CITY with start-up services such as the installation and introductory training relating to the Software, and, if necessary, initial debugging services known as “Implementation”. During Implementation, CITY must make available sufficient time and resources as is necessary to accomplish the milestones and tasks per the party’s project plans (as applicable), typically between 4 and 15 hours a week. Depending on CITY’s objectives, CITY may need to allocate more time or resources to achieve CITY’s desired timelines.
TRAIN THE TRAINER. ImageTrend may provide “Train-the-trainer” training for administrators as detailed in each Work Order. Additionally, online training videos and user guides in electronic format will be made available via ImageTrend University.
INSTRUCTIONS. ImageTrend will provide installation instructions and assistance for installation of the Software on the Servers appropriate to the License selection in the Work Order per the table above at (e.g. CITY Hosted on premise license) as detailed in Service Level Attachment, below.
SOFTWARE SUPPORT. ImageTrend shall provide Software Support as detailed in the Service Level Attachment, below.
TRAINING USAGE AND EXPIRATION. The training line items and quantities as detailed in price table attached must be delivered within 2 years of the Effective Date. It shall be CITY’s responsibility to request the training session(s). Training not used within the 2 year cut-off shall expire and no refund or credit will be payable to CITY.
4) SOFTWARE WARRANTIES.
PERFORMANCE WARRANTY. ImageTrend warrants that the Software will conform to the specifications as set forth in the Licensed Information. However, this warranty shall be revoked in the event that any Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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person other than ImageTrend and its agents make any unauthorized modification or change to the Software in any manner outside of the configuration available within the Software’s built-in functionality. This warranty does not apply to data extracted from the system.
OWNERSHIP WARRANTY. ImageTrend represents that it is the owner of the entire right, title, and interests in and to the Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder to CITY.
LIMITATIONS ON WARRANTY. All of ImageTrend’s obligations under this Section shall be contingent on CITY’s use of the Software in accordance with this Agreement and in accordance with ImageTrend’s instructions as provided by ImageTrend in the Licensed Information, and as such instructions may be amended, supplemented, or modified by ImageTrend from time to time. ImageTrend shall have no warranty obligations with respect to usage which does not conform with ImageTrend’s instructions as provided by ImageTrend in the Licensed Information. ImageTrend shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field of a CITY device. In addition to any other limitation on warranty or liability; CITY’s sole remedy for breach of warranty related to or arising out of the Software, or a defect with the Software, shall be at CITY’s option 1) repair of the Software or defect, 2) termination of this Agreement for convenience as outlined elsewhere in this Agreement.
THE EXPRESS WARRANTIES PROVIDED HEREIN ARE THE ONLY WARRANTIES MADE BY ImageTrend WITH
RESPECT TO THE SOFTWARE AND SUPERSEDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND WARRANTIES FOR ANY SPECIAL PURPOSE.
5) MAINTENANCE.
ImageTrend shall provide scheduled updates and new releases for the Software, as well as defect correction as needed per the Service Level Agreement, attached for so long as CITY has contracted for support (as indicated by a recurring fee containing the product name and word ‘Support’). Specific out- of-scope system enhancement requests are excluded from support. Should CITY desire specific source- code level modifications to the system, CITY may submit a request to ImageTrend’s UserVoice page at https://ImageTrend.uservoice.com/
.
6) RETURN OF DATA.
Upon termination of this Agreement for any reason, CITY may request ImageTrend provide to CITY a copy of CITY’s data. ImageTrend will produce this data by first using relevant export functionality provided by the application, e.g. for ImageTrend Elite the data would be produced as a NEMSIS Version 3 XML file(s), or by other native data export format should the application provide no export functionality. ImageTrend may redact or remove ImageTrend trade secret and confidential information, such as database schema design details, or data which is used solely in an operational or administrative fashion (e.g. data which was never entered by CITY end-users). For clarity, ImageTrend may not redact or remove data that CITY or CITY’s end-users entered. ImageTrend will provide this exported data to CITY via secure electronic transfer, such as SFTP/FTPS. ImageTrend shall have 90 days from CITY’s request to produce the native data export for CITY. Should CITY desire the data to come in any Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
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alternative format, or be in any way different than as described in this section, CITY must request those services from ImageTrend separately on a Time and Materials basis under its own time frame.
ImageTrend will make efforts to accommodate CITY’s request, but ImageTrend is under no obligation to do so.
7) IMAGETREND ELITE AUTHORIZED USERS AND SCOPE OF USAGE This Grant of License is strictly conditioned on the Software being used by only Authorized Users.
ImageTrend may audit CITY’s Software, users, and usage to ensure compliance with the scope of usage detailed by this Agreement, in ImageTrend’s discretion. Non-compliance with the scope of usage shall be considered a material breach.
If this Agreement is for the licensing of ImageTrend Elite EMS, the following scope of usage and Authorized User definitions apply.
Organization Type Organization Definition Authorized User Definition Private Agency CITY responds to emergency medical
incidents for-profit or not-for-profit
and the CITY is not a Governmental
Entity.
All employees & contractors of CITY who
respond to emergency medical incidents
in the regular scope of their employment
Public Agency, County,
Region, or City for its own
employed EMS workers
(“Public Agency”)
CITY responds to emergency medical
incidents and transports patients
therefrom and is a Governmental
Entity
All employees & contractors of CITY who
respond to emergency medical incidents
in the regular scope of their employment
Hospital or Health
Network
CITY is a 1) hospital, 2) health
network, 3) or other medical
institution that provides care which
does not involve responding to
emergency medical incidents and
transporting patients therefrom as a
primary service of the organization;
and CITY is recognized and licensed
as such by the CITY’s governing State
All employees & contractors of CITY who
respond to emergency medical incidents
in their regular scope of employment at or
from the named Hospital brick-and-
mortar locations. If the specific brick-and-
mortar location(s) is not named in a Work
Order, then it shall be interpreted as the
brick-and-mortar location from which the
CITY primary contact, Paul Briones or their
successor, conducts their job duties most
frequently.
State, County, Region, City
for its constituents
CITY is a Governmental Entity with
authority or a official mandate to
improve, facilitate, organize, surveil,
investigate, report, collect reports
of, or otherwise govern public health
matters; or another entity acting
under a grant or contract of and for
equivalent authority
Licensed individuals within CITY’s legal or
governing jurisdiction and geographic
boundary, who to respond to emergency
medical incidents in the regular scope of
their employment, and not individuals
whose primary job duty involves law
enforcement.
Group Purchase (Multi-
Agency)
CITY(s) are a plurality of Private
Agencies and/or Public Agencies
All employees & contractors of each
named organization, who respond to
emergency medical incidents
Financing Party (e.g.
billing company) on behalf
of Agency/City/County
third party beneficiary
CITY is an entity which does not
respond to emergency medical
incidents or provide for the care or
transportation of patients; rather
CITY is an entity who procures or
All employees & contractors of third party
beneficiary Public or Private Agency, who
respond to emergency medical incidents
in the regular scope of their employment.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075
INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 11 of 11 S:\Agreements\Imagetrend\Exhibit A Thru C.Docx
Updated – September 11, 2017
pays for a third party beneficiary
who is a Private or Public Agency.
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075 Bakersfield Fire Department - Permits Module
Prepared For
Bakersfield Fire Department (CA)
Shane Gardner
2101 H ST
Bakersfield, California 93301-3921
Prepared By
Mike Tamasi
Sep 16, 2024
EXHIBIT D
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075 Quote
Description Qty Frequency Unit Price Total Prepared For Bill To
Prepared By: Mike Tamasi
Terms of Agreement: The above mentioned items will be invoiced upon Contract signature with payment terms of net 30 days. ◦ The recurring annual fees will be invoiced annually in advance. ◦ Project completion occurs upon receipt of the product. ◦ ImageTrend's license, annual support and hosting are based on up to 27,000 annual incidents as provided by Client. *IMAGETREND will perform price increases of the recurring fees. The first price increase will occur with the fees due for year two.
These price increases will occur once a year and may not exceed 7% of the price then currently in effect. ◦ This proposal is valid for 90 days.
◦ This quote reflects ImageTrend’s standard non-CJIS compliant framework, and is provided without any CJIS-related warranties, representations, or contractual commitments. Additional information and pricing for ImageTrend’s advanced CJIS compliant offerings are available upon request.
◦ The estimates set forth herein do not constitute a binding offer or acceptance. This quote does not express the full agreement or understanding of the parties, is subject to additional due diligence and change, and shall not be binding on ImageTrend. The parties do not intend to be legally bound until they enter into definitive agreements regarding the subject matter hereof.
IMAGETREND will invoice sales tax to non-exempt CLIENTS where applicable DISCLAIMER: This quote creates no legal obligations. This letter is intended to confirm the parties' current understanding of the terms, but it is not intended to create any legal obligations with respect to any of the terms. Neither party should rely on this quote and no legal or equitable remedy will arise from any such reliance. Instead, the parties must reach a final agreement. A final agreement will be a condition precedent to any binding obligations. A fully executed Contract Agreement will be required to be completed before an order is processed.
Salesperson Quote Number Date
Mike Tamasi, Senior Enterprise Account Executive, 952-469-6472 QUO-20619-K7V1S Sep 16, 2024 TOTAL Year 1 $7,425.00
*Annual Fees after Year 1 $6,750.00
Shane Gardner
Bakersfield Fire Department (CA)
2101 H ST
Bakersfield, California 93301-3921
661-326-3911
[email protected]
Shane Gardner
Bakersfield Fire Department (CA)
2101 H ST
Bakersfield, California 93301-3921
661-326-3911
[email protected]
One-Time Fees
Modules Setup & Implementation 1 One Time $675.00 $675.00 Recurring Fees
Permits 1 Recurring $6,750.00 $6,750.00
ImageTrend, LLC
20855 Kensington Blvd
Lakeville, MN 55044
Tel: 952-469-1589
Fax: 952-985-5671
www.imagetrend.comPage 2 of 3
EXHIBIT D
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075 Quote
PRODUCT DESCRIPTIONS
Permits The Permits module allows you to create, track and complete records, such as building or construction permits. Note: Elite Fire or Rescue is required.
ImageTrend, LLC
20855 Kensington Blvd
Lakeville, MN 55044
Tel: 952-469-1589
Fax: 952-985-5671
www.imagetrend.comPage 3 of 3
EXHIBIT D
Docusign Envelope ID: 195DB750-A781-4A11-961E-A67401B05075