AGREEMENT NO. __________________
AMENDMENT NO. [2] TO
AGREEMENT NO. 2023-267
This AMENDMENT NO. 2 TO AGREEMENT NO. 2023-267 is made and entered into on ________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and IMAGETREND LLC a limited liability company authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on November 29, 2023, CITY and CONTRACTOR entered into Agreement No. 2023-267 for a three (3) year term with a total not to exceed amount of $401,353.00 for the purchase of ImageTrend software and training resources to integrate into CITY’s existing Emergency Medical Services (EMS) system, which will assist with the reports the Bakersfield Fire Department has to prepare for the state of California; and
WHEREAS, on July 15, 2024, CITY and CONTRACTOR entered into Agreement No. TS24-022 with a total not to exceed amount of $10,000.00 for the purchase of TeleStaff Distribution software to connect Bakersfield Fire Department’s workforce and scheduling systems directly into the ImageTrend platform; and
WHEREAS, on January 8, 2025, CITY and CONTRACTOR amended Agreement No. 2023-267 to increase the total compensation by $14,650 .00 to allow for the addition of ImageTrend’s Permit Module to create, track and complete records for fire permits as set forth in Exhibit D attached hereto; and
WHEREAS, the parties desire to amend Agreement No. 2023-267 for a second time to extend the term an additional thr ee (3) years and combine all software and services into one agreement subject to and in accordance with the ImageTrend Order Form attached hereto as Exhibit E; and
WHEREAS, Bakersfield Fire Department and CONTRACTOR have agreed to further amend Agreement No. 2023 -267 to extend the term an additional three (3) years, increasing compensation by $478, 997.00 and combining all software and services into one agreement,
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45
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 Compensation
(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; implementation and access to the Permits module as described in Exhibit D attached hereto; continued access to Staffing Solution Integration formerly know n as Telestaff Distribution as described in Exhibit E attached hereto; above subscriptions/ services are 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.
2. Section 2 of Agreement N o. 2023-267 entitled “COMPENSATION” 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 lump sum payment not to exceed Eight Hundred Ninety-Four Thousand, One Hundred Ninety -Three Dollars and Thirty -Nine Cents ($868,881.17) made in six (6) annual installments in accordance with the costs and fees set forth in Exhibits A, Exhibit D and Exhibit E as follows:
$147,088.25 December 2023
$115,558.13 December 2024
$128,044.40 December 2025
$148,741.91 December 2026
$159,153.85 December 2027
$170,294.63 December 2028
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 order to align subscription term dates, the Parties acknowledge and agree that CITY’s use and payment shall Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45
be prorated for December 2026, which shall not exceed the amount set forth above . In no case will CITY compensate CONTRACTOR more than Eight Hundred Ninety -Five Thousand Dollars ($895,000.00) for performing the Scope of Work.
3. Section 3 of Agreement No. 2023-267 entitled “ TERM” is hereby amended to read as follows:
3. TERM. Unless Master Agreement is terminated or this
Agreement is terminated sooner, as set forth herein, this Agreement shall terminate on December 30, 2029.
4. Except as amended herein, all provisions of Agreement No. 2023-267 shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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
Attachments:
Exhibit E- ImageTrend Order Form
By:____________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney:_______________________ Finance Director: _____________________
ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance:____________
Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45 CFO
John Wolfenden
1/3 Business Private
ORDER FORM
Prepared For: Bill To:
Chad Burton
Bakersfield Fire Department (CA)
2101 H ST, Bakersfield, California, United States,
93301-3921
[email protected]
Bakersfield Fire Department (CA)
2101 H ST, Bakersfield, California, United States,
93301-3921
Salesperson Quote Number Order Form
Date
Daniel Schultz
Senior Customer Success Manager
Q-19243 03-09-2026
Contract Effective Date Contract Term (Months)
12-31-2026 36
Description Qty Fee Type Unit Price Subscription
Start Date
Subscription
End Date Total
Permits 1 Recurring $7,728.08 12-31-2026 12-30-2029 $7,728.08 Continuum® EMS
Content Package
1 Recurring $14,700.52 12-31-2026 12-30-2029 $14,700.52 Continuum® 1 Recurring $29,401.03 12-31-2026 12-30-2029 $29,401.03 Upgrade EMS + Fire
RMS to Rescue - SaaS
Additional Annual
1 Recurring $58,799.92 12-31-2026 12-30-2029 $58,799.92 Staffing Solution
Integration
FKA Telestaff
Distribution
1 Recurring $4,007.15 12-31-2026 12-30-2029 $4,007.15
Mobile Fire Inspections
- SaaS
1 Recurring $12,250.43 12-31-2026 12-30-2029 $12,250.43 CAD Distribution 1 Recurring $4,704.17 12-31-2026 12-30-2029 $4,704.17 Agency Level Validation
Fire
1 Recurring $2,450.09 12-31-2026 12-30-2029 $2,450.09
Continuum® Fire
Content Package
1 Recurring $14,700.52 12-31-2026 12-30-2029 $14,700.52 Total Net Price $148,741.91
EXHIBIT E
Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45 2/3 Business Private
Total Year 1: $148,741.91
Total Recurring: $148,741.91
Total One time: $0.00
Y
ear Over Year Pricing
Item Name YR 1 Cost YR 1
Uplift YR 2 Cost YR 2
Uplift YR 3 Cost YR 3
Uplift
Permits $7,728.08 7% $8,269.05 7% $8,847.88 7%
Continuum® EMS Content Package $14,700.52 7% $15,729.56 7% $16,830.63 7% Continuum® $29,401.03 7% $31,459.10 7% $33,661.24 7%
Upgrade EMS + Fire RMS to Rescue - SaaS
Additional Annual
$58,799.92 7% $62,915.91 7% $67,320.03 7%
Staffing Solution Integration $4,007.15 7% $4,287.65 7% $4,587.79 7% Mobile Fire Inspections - SaaS $12,250.43 7% $13,107.96 7% $14,025.52 7% CAD Distribution $4,704.17 7% $5,033.46 7% $5,385.80 7% Agency Level Validation Fire $2,450.09 7% $2,621.60 7% $2,805.11 7% Continuum® Fire Content Package $14,700.52 7% $15,729.56 7% $16,830.63 7% $159,153.85 $170,294.63
Incident Volume
Category Incidents
Elite 19,841
This Order Form is subject to the terms of the Master Subscription Agreement located at http://www.imagetrend.com/legal/msa unless there is a separate agreement between Bakersfield Fire Department (CA) and ImageTrend.
This proposal is valid for 90 days from the date listed above.
A
dditional Terms:
• Recurring fees will be invoiced annually in advance, beginning on the Effective Date, unless Customer provides notice of cancellation in accordance with the MSA, no less than sixty (60) d
ays prior to the end of a Subscription Term.
• Payments terms are Net 30, due after receipt of an invoice. • Recurring fees are subject to price increases each year following the first year of the Subscription Term, and will not exceed 7% of the then-current price in any given year. • Any terms not defined herein shall have the same meaning as defined in the Master S
ubscription Agreement.
• The Subscription Term for any Services added by Customer after the beginning of the then- current Subscription Term will be coterminous with the then-current Subscription Term for
EXHIBIT E
Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45 3/3 Business Private
existing Services.
ImageTrend
Name
Title
Signature
Date
Bakersfield Fire Department (CA)
Name
Title
S
ignature
Date
EXHIBIT E
Docusign Envelope ID: 4538196C-2738-8E38-81A2-1E5B592EBD45