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CITY OF RICHMOND
STANDARD CONTRACT
Department:
FIRE
City Project Manager:
Rico Rincon
City Project Manager E-mail:
[email protected]
City Project Manager Phone No:
(510) 307-8041
Vendor No: Contract No:
Description of Services:
Provide Platform for Richmond Fire Department's Fire and Emergency Medical Services Records Management System
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name: ImageTrend, LLC
Street Address: 1305 Corporate Center Drive, Suite 500
City, State, Zip Code: Eagan, MN 55121
Contact Person: Sherri Leflay
Telephone: (952) 469-1589 Email: [email protected]
Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ☐ other [specify:] Minnesota LLC
2. Term. The effective date of this Contract is August 19, 2025 and terminates August 19, 2028
unless terminated earlier as set forth herein.
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DocID #55412v1
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3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $228,126.07 (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:
FY 25-26 total compensation shall not exceed $86,907.00.
FY 26-27 total compensation shall not exceed $68,887.35.
FY 27-28 total compensation shall not exceed $72,331.72.
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.
10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. Order of Precedence. Any inconsistency in this contract shall be resolved by giving precedence in the following order:
(a) Standard Contract
(b) Exhibits B through G
(c) Exhibit A
12. Signatures. These signatures attest the parties' agreement hereto:
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CITY OF RICHMOND,
ImageTrend, LLC
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: By:
Title: Title:
Date Signed: Date Signed:
I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: By:
City Clerk Title:
Date Signed:
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:
Service Plan and MSA Terms Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
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Contract No: For the Contract between the City of
Richmond and
_ImageTrend , LLC
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services subject to the terms and conditions contained herein this Contract, including MSA terms as attached hereto within this Exhibit A, and be compensated as outlined below [or attach service plan if necessary]:
ImageTrend, LLC ("Vendor" or “Contractor”) will provide services for the Richmond Fire Department's record management system pursuant to the specifications and instructions of the Project Manager as outlined in the Elite for Rescue Service Package, attached hereto.
Please see Exhibit A, Schedule 3 for details.
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Exhibit A
Master Subscription Agreement (MSA)
Updated January 16, 2025
This Master Subscription Agreement (the “MSA”) is between the customer (“Customer”) and ImageTrend, LLC (“ImageTrend”). (each, a “Party” and together, the “Parties. ”) The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase ImageTrend’s Services and Professional Services as described in an Order Form, or other document signed and agreed to by the Parties.
In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall control.
SECTION 1. ACCESS TO THE SERVICES
1.1 Service
ImageTrend will make the Services and Customer Data available pursuant to this Agreement and the applicable Order Form(s) in accordance with Customer’s Service Plan.
ImageTrend will use commercially reasonable efforts to make the Services available pursuant to the Service Level Agreement which is attached as Exhibit A, Schedule 1 hereto.
1.2 Support.
As part of the annual SaaS fees as described herein, ImageTrend will, at no additional charge, provide Customer standard customer support for the Services.
1.3 Implementation Services.
ImageTrend may provide Implementation Services subject to the terms and conditions stated in a project plan. Any education or training hours expire one year from the date of execution of such Order Form.
1.4 Professional Services.
ImageTrend may provide Professional Services, including education or training, subject to the terms and conditions stated in a Project Plan . Any education or training hours expire one year from the date of execution of such Order Form.
1.5 Updates.
Customer acknowledges that ImageTrend may update the features and functionality of the Services during the Subscription Term. Customer will be notified prior to upgrade or
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maintenance releases. ImageTrend will not materially decrease the overall functionality of the Services purchased by Customer during the Subscription Term. ImageTrend shall provide Customer with thirty (30) days’ advance notice of any deprecation of any material feature or functionality.
SECTION 2. USE OF THE SERVICES
2.1 Compliance.
Customer is responsible for compliance with the provisions of this Agreement for Customer’s activities that occur under an Account. Without limiting the foregoing, Customer will ensure that its use of the Services is compliant with this Agreement.
2.2 System Requirements.
Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Services including, but not limited to, browser software that supports protocols used by ImageTrend, including the Transport Layer Security (TLS) protocol or other protocols accepted by ImageTrend. ImageTrend assumes no responsibility for the reliability or performance of any connections as described in this Section.
2.3 No Competitive Access.
Customer may not access the Services for competitive purposes or if Customer is a competitor of ImageTrend, LLC.
2.4 Product Specific Terms.
The provision and use of certain Services, if applicable, are subject to ImageTrend’s Product Specific Terms set forth in Exhibit A, Schedule 2 hereto.
SECTION 3. TERM, CANCELLATION AND TERMINATION
3.1 Term. INTENTIONALLY LEFT BLANK
3.2 Cancellation. INTENTIONALLY OMITTED
3.3 Termination for Cause.
A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains materially uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
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receivership, liquidation, or assignment for the benefit of creditors, the Party will notify the other Party as promptly as possible.
ImageTrend will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by either Party in accordance with this Section 3.3.Customer must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Service Order if ImageTrend terminates this Agreement for Customer’s material breach in accordance with this Section.
In no event will ImageTrend’s termination for cause relieve Customer of its obligation to pay any fees payable to ImageTrend for the period prior to termination.
3.4 Non-appropriation.
In the event Customer does not receive sufficient funds from the legislature that appropriates its budget, Customer will provide ImageTrend with written notice of such non- appropriation. In such event, the Agreement and any applicable Order Forms and Statements of Work will be terminated at the end of the then-existing Term. ImageTrend will be entitled to payment for any unpaid Services, and any Implementation Services, or Professional Services provided received by Customer through the date of notification or a date determined by such legislature, whichever is later.
3.5 Export of Customer Data upon termination or expiration.
Upon Customer’s written request, ninety (90) days after the effective date of the Termination Date or expiration, ImageTrend will make Customer Data available to Customer. Thereafter, ImageTrend will delete Customer Data in accordance with NIST 800- 88 standards, unless prohibited by law or legal order. For clarity, Customer Data that has been de-identified pursuant to section 6.5 or Aggregate Data Insights derived from Aggregate Data pursuant to section 6.6 shall not be subject to such deletion.
SECTION 4. USAGE AUDIT AND PLAN MODIFICATIONS
4.1 Usage Audit.
Once per year, ImageTrend will conduct an audit of Customer’s use of the Services. In the event such audit shows increased usage beyond what is listed in the Order Form, ImageTrend will provide 30 days’ notice of an increase in fees related to such increased usage. Any such increase shall be memorialized by an amendment executed by the parties and take place for the following renewal term, not retroactive.
4.2 Payment Portals.
Intentionally omitted.
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4.3 Taxes.
Intentionally omitted.
SECTION 5. CONFIDENTIAL INFORMATION
Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non- employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. Given the unique nature of Confidential Information, the Parties agree that any violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree that any such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
SECTION 6. CUSTOMER DATA SECURITY , USE AND REQUIREMENTS
6.1 Safeguards.
ImageTrend will maintain commercially reasonably administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data.
Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer).
ImageTrend’s compliance with such safeguards shall be deemed compliance with ImageTrend’s obligations to protect Customer Data as set forth in the Agreement.
6.2 Customer Data.
ImageTrend will, and Customer hereby instructs ImageTrend to, access Customer Data to provide, secure and improve the Services. Customer is solely responsible for the accuracy, content, and legality of all Customer Data.
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6.3 Business Associate Agreement. INTENTIONALLY OMITTED
6.4 Data Export Authorization
Customer hereby authorizes ImageTrend to transmit Customer Data to an end point as is required by the Service in order for it to function as intended. The following products require data to be exported in order to meet their functions:
• HIH DM Fax Treatment Query
• First Watch Distribution
• Transfers from site to site
• HDE open platform healthcare connection
6.5 De-Identification.
Intentionally omitted.
6.6 Data Aggregation.
Intentionally omitted.
6.7 Data Ownership.
Intentionally omitted.
SECTION 7. TEMPORARY SUSPENSION
In the event ImageTrend detects or has reasonable suspicion of any Malicious Software connected to Customer’s Account or use of a Service by Customer, ImageTrend reserves the right to restrict functionalities or suspend the Services (or any part thereof), Customer’s Account or Customer’s rights to access and use the Services and remove, disable or quarantine any Customer Data or other content. Unless legally prohibited from doing so or where ImageTrend is legally required to take immediate action, ImageTrend will use commercially reasonable efforts to notify Customer as soon as practicable when taking any of the foregoing actions. ImageTrend will use commercially reasonable efforts to (a) mitigate any interruption to the Service, and (b) restore the Services as soon as practicable.
ImageTrend will not be liable to Customer or any other third party for any temporary suspension of Customer’s rights to access and use the Services under this Section 7.
ImageTrend may refer any suspected fraudulent, abusive, or illegal activity by Customer to law enforcement authorities at ImageTrend’s sole discretion with notice to Customer.
SECTION 8. NON-IMAGETREND SERVICES
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If Customer decides to enable, access or use Non-ImageTrend Services, Customer’s access and use of such Non-ImageTrend Services shall be governed solely by the terms and conditions of such Non-ImageTrend Services. ImageTrend does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non- ImageTrend Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Customer Data), or any interaction between Customer and the provider of such Non-ImageTrend Services. ImageTrend cannot guarantee the continued availability of such Non-ImageTrend Service features. Customer irrevocably waives any claim against ImageTrend with respect to such Non-ImageTrend Services. ImageTrend is not liable for any damage or loss caused by Customer’s enablement, access or use of any such Non-ImageTrend Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Non-ImageTrend Services.
SECTION 9. INTELLECTUAL PROPERTY RIGHTS
9.1 Intellectual Property Rights.
Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to Customer to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of ImageTrend associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services and ImageTrend’s machine learning algorithms, including all related Intellectual Property Rights, will remain with ImageTrend and belong exclusively to ImageTrend.
9.2 Feedback.
ImageTrend shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, and incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that ImageTrend receives from Customer or other third parties acting on Customer’s behalf. ImageTrend also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that ImageTrend receives from Customer or other third parties acting on Customer’s behalf.
9.3 Use of ImageTrend Marks.
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Customer may only use the ImageTrend Marks in a manner permitted by ImageTrend, provided Customer does not attempt, now or in the future, to claim any rights in the ImageTrend Marks, dilute or degrade the distinctiveness of the ImageTrend Marks, or use the ImageTrend Marks to disparage or misrepresent ImageTrend or ImageTrend Services.
ImageTrend may use Customer Marks with written agreement of Customer.
9.4 Ownership of Customer Data.
Customer shall retain ownership rights, including all Intellectual Property Rights, to all Customer Data.
SECTION 10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
10.1 Warranties.
Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
10.2 ImageTrend Warranties.
ImageTrend warrants that during an applicable Subscription Term (a) ImageTrend does not have any express or implied obligation to a third party which in any way conflicts with any of ImageTrend’s obligations under this Agreement; (b) the Services will perform materially in accordance with the applicable documentation; and (c) all implementation services will be provided in a professional and workmanlike manner in accordance with applicable industry standards. For any breach of a warranty in this section, Customer’s remedies include those described in Section 3.3 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by Customer.
To the extent applicable, ImageTrend represents and warrants to Customer that ImageTrend (i) is not currently excluded, debarred, or otherwise ineligible to participate in any federal health care program as defined in 42 U.S.C. Section 1320a-7b(f) (“the Federal Healthcare Programs”); (ii) has not been convicted of a criminal offense related to the provision of health care items or services and not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs, and (iii) is not under investigation or otherwise aware of any circumstances which may result in ImageTrend being excluded from participation in the Federal Healthcare Programs. This shall be an
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ongoing representation and warranty during the term of this Agreement, and ImageTrend shall immediately notify Customer of any change in the status of the representations and warranty set forth in this section.
10.3 Disclaimers.
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE
FULLEST EXTENT PERMITTED BY LAW, AND IMAGETREND EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY , TITLE, FITNESS FOR A PARTICULAR PURPOSE AS IS OUTLINED IN EXHIBIT A,SCHEDULE 3, SCOPE OF WORK, AND NON- INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IMAGETREND DOES NOT WARRANT
THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY , SECURE, ERROR-FREE OR FREE
FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE
OBTAINED BY CUSTOMER FROM IMAGETREND OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SECTION 11. INDEMNIFICATION
11.1 Indemnification by ImageTrend.
ImageTrend will indemnify and defend the Customer from and against any claim brought by a third party against Customer alleging that Customer’s use of a Service as permitted hereunder (1) infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”); (2) is negligent or constitutes willful misconduct; (3) resulted in fraud; (4) resulted in personal injury or death (any of (1) through (4) are a “Claim”). ImageTrend shall, at ImageTrend’s expense, defend such Claim and pay damages finally awarded against Customer in connection therewith, including reasonable fees and expenses of attorneys engaged by ImageTrend for such defense, provided that (a) Customer promptly as possible notifies ImageTrend of the threat or notice of such Claim; (b) ImageTrend will have sole, exclusive control and authority to select defense attorneys, defend and/or settle any such Claim (however, ImageTrend shall not settle or compromise any claim that results in liability or admission of any liability by Customer without Customer’s prior written consent); and (c) Customer fully cooperates with ImageTrend in connection therewith. If use of a Service by Customer has become, or, in ImageTrend’s opinion, is likely to become, the subject of any IP Claim, ImageTrend may, at ImageTrend’s option and expense (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by
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ImageTrend, terminate Customer’s subscription to the Service(s) and repay Customer, on a pro-rata basis, any Subscription Charges paid to ImageTrend for the unused portion of Customer’s Subscription Term for such Service(s). ImageTrend will have no liability or obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by Customer; (y) modification of the Service(s) by anyone other than ImageTrend or ImageTrend Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 12.1 state the sole, exclusive and entire liability of ImageTrend to Customer and Customer’s sole remedy with respect to a Claim brought by reason of access to or use of a Service by Customer.
SECTION 12. LIMITATION OF LIABILITY
12.1 EXCLUSION OF DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT,
TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR
THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE
PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS
AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER
THE INTERNET THROUGH NO FAULT OF IMAGETREND), BUSINESS INTERRUPTION, LOSS
OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY , CONSEQUENTIAL OR PUNITIVE LOSS OR
DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER
PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR
PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
12.2 LIMITATION OF LIABILITY .
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IMAGETREND’S
AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF THIS AGREEMENT, THE
SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE AMOUNT OF THREE MILLION USD ($3,000,000). IMAGETREND HAS RELIED ON THESE LIMITATIONS IN
DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND
USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 13.2 SHALL NOT APPLY TO CLAIMS
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OR DAMAGES RESULTING FROM IMAGETREND’S INDEMNITY OBLIGATIONS IN SECTION
12.1 OF THIS AGREEMENT.
12.3 LIMITATION OF LIABILITY IN THE AGGREGATE.
THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.
12.4 Enforceable against ImageTrend.
Any claims or damages that Customer may have against ImageTrend shall only be enforceable against ImageTrend and not any other entity, nor any officers, directors, representatives or agents of ImageTrend.
SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
13.1 Assignment.
Except as permitted herein, neither party may, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or rights under this Agreement, or delegate performance of its duties under this Agreement, without written prior consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (a) subject to Section 2.6 herein, Customer may, without ImageTrend’s consent, assign this Agreement in connection with any merger or change of control of Customer or the sale of all or substantially all of Customer’s assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement; and (b) ImageTrend may, without Customer’s consent, assign this Agreement in connection with any merger or change of control of ImageTrend or the sale of all or substantially all of ImageTrend’s assets provided that any such successor agrees to fulfill its obligations and provide equal or better services to Customer pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
13.2 Entire Agreement.
This Agreement constitutes the entire agreement and supersedes any and all prior agreements between Customer and ImageTrend, with regard to the subject matter hereof.
This Agreement shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation Customer provide(s) and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no
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oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.
13.3 Waiver.
Either Party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
SECTION 14. SEVERABILITY
If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.
SECTION 15. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties. Customer is solely responsible for determining whether the Services meet Customer’s technical, business, or regulatory requirements.
SECTION 16. NOTICE
16.1 Notices to Customer.
All notices provided by ImageTrend to Customer under this Agreement must be delivered in writing by (a) nationally recognized delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on any Order Form; or (b) electronic mail to the electronic mail address provided for the Account owner.
16.2 Notices to ImageTrend.
All notices provided by Customer to ImageTrend under this Agreement must be delivered in writing by (a) Courier or U.S. mail to 1305 Corporate Center Drive, Suite 500 Eagan, MN 55121 U.S.A. Attn: Legal Department; or (b) electronic mail to [email protected].
16.3 Timing of Notices.
All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
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SECTION 17. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Contra Costa County, California. ImageTrend hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or relating to access to or use of the Services by Customer.
SECTION 18. ETHICAL CONDUCT AND COMPLIANCE
Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly, any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing of value), or will offer or accept the same in connection with this Agreement.
SECTION 19. SURVIVAL
Sections, 3.5, 5, 10–17 and 20 shall survive termination of this Agreement with respect to use of the Services by Customer. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of this Agreement.
SECTION 20. DEFINITIONS
When used in this Agreement with initial letters capitalized, these terms have the following meaning:
“Account” means any accounts or instances created by, or on behalf of, Customer within the Services.
“Aggregate Data” means the compilation of Customer Data collected over time and/or the combination of Customer Data with data collected from other data sources, and the derived data resulting from the analysis and processing of such compiled and combined data to create Aggregate Data Insights.
“Aggregate Data Insights” means the conclusions, patterns, trends, metrics, statistical models, predictions, or other analytical outcomes derived from the processing, examination, or interpretation of Aggregate Data.
“Agreement” means the Master Subscription Agreement together with any and all Product Specific Terms, Order Form and other mutually executed documents. The Master Subscription Agreement may also be referred to as “MSA. ”
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“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and clearly designated as confidential, and which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and customer advocacy communications. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
“Customer Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by Customer in connection with Customer’s use of such Service. “Customer Data” does not include Protected Health Information that has been de-identified pursuant to section 6.5 of this Agreement and Aggregate Data Insights derived from Aggregate Data pursuant section 6.6. “Force Majeure Event” means any circumstances beyond ImageTrend’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving ImageTrend employees), Internet service provider failure or delay, Non-ImageTrend Services, or acts undertaken by third parties, including without limitation, denial of service attack.
“ImageTrend Marks” means any trademarks, service marks, service or trade names, taglines, logos or other designations of ImageTrend which are registered. “Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
“Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
“Non-ImageTrend Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which Customer may connect to or enable in conjunction with a Service, including,
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without limitation, Non-ImageTrend Services which may be integrated directly into an Account by Customer or at Customer’s direction.
“Order Form” means ImageTrend’s generated order form(s) executed by Customer with respect to Customer’s subscription to a Service.
“Personnel” means employees and/or non-employee contractors of ImageTrend engaged by ImageTrend in connection with performance hereunder. “Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance. “Product Specific Terms” means ImageTrend’s Product Specific Terms located in Exhibit A, Schedule 1.
“Professional Services” means professional services (including any training, success and implementation services) provided by ImageTrend Personnel as indicated on an Order Form.
“Service(s)” means the products and services that are used or ordered by Customer via an Order Form referencing this Agreement, and made available by ImageTrend, via the applicable Customer login. “Services” exclude (a) Non-ImageTrend Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Customer’s Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent Customer is given access to such Service as so described by virtue of a prior Service Order or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
“Site” means a website operated by ImageTrend,
including https://www.ImageTrend.com, as well as all other websites that ImageTrend operates (but does not include the Services).
“Subscription Charges” means all charges associated with Customer’s access to and use of an Account.
“Subscription Term” means the period during which Customer has agreed to subscribe to a Service.
“Taxes” means taxes, levies, duties or similar governmental assessments, including value- added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
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EXHIBIT A, SCHEDULE 1
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 Examples of Severity
Notification of
Acknowledgement
by ImageTrend
Action
Expectation
Update and
Anticipated
Error Resolution
Plan After
Notification by
ImageTrend
Site
Down/Critical
• Complete shutdown or
partial shutdown of one or
more critical software
functions.
• Access to one or more
Software functions not
available.
• Major subset of
software application
impacted.
Within one (1) hour
of initial notification
via email or ticketing
system. Six (6) hours.
CAD Down/High
• Minor subsystem
failure.
• Data entry or access
impaired on a limited basis
– usually can be delegated
to local Client contact as a
first level or response for
resolution – usually user
error (i.e. training).
Within four (4) hours
of initial notification
during business
hours via phone,
email, or ticketing
system.
Twenty-four (24)
business hours.
Medium/Normal
• System operational with
minor issues; suggested
Within twenty-four
(24) hours of initial Future Release.
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enhancements as mutually
agreed upon.
notification during
business hours.
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. Imag eTrend agrees to comply with all of such laws, rules, regulations and restrictions at its sole cost and expense.
4. Suspension of Service
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.
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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 Client or a third -party entity (or any of their vendors or service providers) and Client’s or a third party entity’s network services or end-user hardware. b. Acts or omissions of Client, their employees, contractors, agents or representatives, third party vendors or service providers or anyone gaining access to the ImageTrend Services at the request of Client.
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 Client.
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:
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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 concerns. 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 subject to applicable provisions within this Agreement and outlined in an agreed upon, signed modification , including changes to hosting environments and infrastructure, provided that any such improvements shall adhere to the regulatory guidelines and best practices referenced herein.
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EXHIBIT A, SCHEDULE 2 - PRODUCT SPECIFIC TERMS
IMAGETREND VAULT™ PRODUCT SPECIFIC TERMS
1. ImageTrend Vault can store additional data fields from ImageTrend Service Bridge, Fire Bridge, State Bridge, or Rescue Bridge (“ImageTrend Version 2 Products”). These are the data fields beyond the NEMSIS National Data Elements but supported by ImageTrend Version 2 Products. These data fields have the ImageTrend “IT” flag in the NISE export file as exported by the ImageTrend Version 2 Products. ImageTrend Vault may also import related incident attachments and pre-existing attached PDFs from ImageTrend Version 2 Products. ImageTrend Vault cannot accept nor store data beyond the elements identified here for legacy data ImageTrend Version 2 Products. ImageTrend makes no promise to accept or store data in ImageTrend Vault except as identified herein.
2. ImageTrend Vault can import NEMSIS 2.2.1 standardized Legacy Data with the following limitations:
A. NEMSIS 2.2.1 XML Legacy Data from non-ImageTrend vendors may be imported into ImageTrend Vault provided the NEMSIS 2.2.1 XML Legacy Data is the same compatible format as the NEMSIS 2.2.1 XML Legacy Data System’s State NEMSIS submission and otherwise conforming with the NEMSIS Data Dictionary v2.2.1 available at https://nemsis.org/media/nemsis_v2/documents/NEMSIS_Data_Elements_Definitions _v2.2.1.xls (“Conforming Legacy Data File”). It shall be the Customer and/or Customer vendor’s responsibility to ensure ImageTrend is supplied with a conforming NEMSIS
2.2.1 XML Legacy Data file.
B. As part of the ImageTrend Vault product and service package, ImageTrend shall perform a one (1) time import of Legacy data by either 1) Importing data from Customer’s ImageTrend Version 2 Products utilizing ImageTrend tools, or 2) importing a Conforming Legacy Data File. Additional uploads, corrections or modifications to uploaded data elements, or any other activity related to importing Legacy Data after ImageTrend has completed the one-time import is out of scope. ImageTrend may or may not choose to undertake this additional work at ImageTrend’s sole discretion pursuant to an SOW agreed to by the Parties.
AUTO BILLING EXPORT TO FTP
1. AVAILABLE EXPORTS The following file formats are available for export:
a. NEMSIS XML Version 3.3.4, or latest version with attachments b. NEMSIS XML Version 2.2.1, without attachments
c. System “Default” PDF format
2. FILE NAME FORMAT The above files will be named according to this convention:
“CustomerName_IncidentID_IncidentNumber”
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3. EXPORT SCHEDULE Incidents will be exported every ten (10) minutes. The system will modify the status of exported incidents. Previously exported incidents will not be exported a second time. The Export Add-on Form will provide the specific criteria for each Customer.
4. FTP REQUIREMENTS
a. Customer must use an FTP location which utilizes transport encryption (e.g. SFTP, FTPS with a modern transport encryption protocol such as TLS 1.1 or higher) to which the exported files will be deposited by the system
b. Customer must provide to ImageTrend the desired FTP directory, FTP URL, credentials (e.g. username and password) for the FTP location c. Dynamic workflow and process based subdirectories and naming conventions are out-of-scope for the FTP Automated Export. Dynamically depositing exported files and dynamically naming them is available as a custom project requiring its own Statement of Work at ImageTrend’s standard rate of $225/hour, please contact your ImageTrend sales representative for more information.
ADMINISTRATIVE REQUIREMENTS:
d. Customer must fill out the “Agency Export Form”. ImageTrend reserves the right to conduct no work until the Agency Export Form for the agency is complete. The completed form should be transmitted to ImageTrend via email. e. Customer must fill out and sign the “ePHI Data Export Sign Off” form. ImageTrend reserves the right to conduct no work until ImageTrend possesses a signed copy of the “ePHI Data Export Sign Off” form for the agency.
f. Customer must provide the date or date range of incidents that should be initially exported upon set-up (e.g. export is set up Jan 1, 2019 but all Ready To Bill status incidents from December 1, 2018 and forward should be initially exported).
DATA MART –PRODUCT SPECIFIC TERMS
1. DELIVERY OF IMAGETREND DATA MART DATA. Customer may choose to receive regular deliveries of Data Mart data continuously via Microsoft SSIS or as otherwise negotiated between the parties. Such deliveries do not include the provisioning of a database instance or virtual private connection to directly run database queries against an ImageTrend Data Mart. Customer must host and provision its own Microsoft SQL Server instance or other tool to manipulate the .BAK file, as applicable.
2. FTP DELIVERY OF IMAGETREND ELITE DATA MART DATA Customer may choose to receive regular deliveries of Data Mart data via FTP or as otherwise negotiated between the parties. Such data shall be delivered in .BAK file format as frequently as agreed between customer and ImageTrend. Such deliveries do not include the provisioning of a database instance or virtual private connection to directly run database queries against an ImageTrend Data Mart. Customer must host and provision its own Microsoft SQL Server instance or other tool to manipulate the .BAK file, as applicable.
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3. DATA MART RESTRICTIONS ON MULTI-AGENCY SITES. In the event of a multi- agency site, only the owner of such multi-agency site may subscribe to DataMart. Any subscription to DataMart by a non-owner single agency on a multi-agency site is void.
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Exhibit A, Schedule 3
ELITE™ FOR RESCUE
Incident Documentation
• EMS documentation that is highly configurable for faster data collection • Fire Documentation provides highly configurable, NFIRS/NERIS compliant data collection • Clinicians’ portal for field crew documentation that provides offline EMS functionality and Cardiac Monitor import capabilities
• EKG Monitor Integration reduces documentation time and automatically embeds diagnostic quality EKG
• Repeat Patient automation to reduce data entry
• Continuous Quality Improvement (CQI) to streamlined review for all call types with the ability to message crews within the module
• State NEMSIS Regulatory Reporting to ensure mandatory compliance • Hospital Hub Direct Distribution (HH) rapidly sends data to hospitals • Hospital interoperability integrates with hospital Electronic Health Record to send completed ePCR to the receiving facilities
• Advanced Scope/Optional Scope combines ePCR and critical care capabilities into one application
• Site to Site Transfers enable sending data between various Elite sites Data Analytics
• Reporting tool that can schedule and report on all data elements • EMS Analytics provides rapid insights from dashboards and automatic alerts • Individual crew score cards provides the ability to evaluate performance across various levels from providers to shifts
• Fire Analytics provides rapid insights from dashboards and automatic alerts • Prebuilt fire accreditation reporting to track progress towards accreditation Personnel Management
• Users and permissions provides unlimited permission groups to control who/when/where in operations
• Training and Activities repository to centralized tracking of all the crew’s programs Operations
• Visual Pre Plans (VPP), the fastest pre-incident planning process that works across any device and quickly distributes critical information via dispatch. • Inventory management to track and organize all equipment/apparatus in a centralized location • Checklists to track recurring tasks to be completed and documented • Locations, Occupants, Inspections (LOI) collects important data on locations and occupancies to create pre-plans and issue inspections
• Offline fire inspections offer uninterrupted inspections regardless of facility limitations • Hydrants documentation to track testing/location for hydrants within the jurisdiction • Fire Investigations documentation that is NFPA 921 compliant Billing
• Single Billing Export automatically sends the completed ePCR to the billing company
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Contract No: For the Contract between the City of
Richmond and ImageTrend , LLC
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth in Exhibit B, Schedule 1 Order Form.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _Rico Rincon
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _Rico Rincon , before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after receipt of invoice.
The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
Contract No: For the Contract between the City of
Richmond and ImageTrend , LLC
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EXHIBIT B, Schedule 1
ORDER FORM
Prepared For: Bill To:
Den Mark Marcelo
Richmond Fire Dept
440 Civic Center Plaza, Richmond, California, United
States, 94804
[email protected]
Richmond Fire Dept
440 Civic Center Plaza, Richmond, California,
United States, 94804
Salesperson Quote Number Order Form
Date
Jason Spanier
Mid-Market Account Executive
Q-15616 09-12-2025
Contract Effective Date Subscription Term (Months)
Date of the last signature on this Order Form 36
One Time
Description Qty Fee Type Unit Price Total
Elite™ Rescue Premier - Setup & Implementation 1 One Time $12,800.00 $12,800.00 Modules Setup & Implementation 6 One Time $225.00 $1,350.00 Onsite Training Session - 8 Hours 3 One Time $1,800.00 $5,400.00 Travel 1 One Time $1,750.00 $1,750.00
Total Net Price $21,300.00
Recurring
Description Qty Fee Type Unit Price Total
Elite™ Rescue Premier - SaaS 1 Recurring $51,200.00 $51,200.00 CAD Distribution 1 Recurring $3,500.00 $3,500.00
Staffing Solution Integration 1 Recurring $3,500.00 $3,500.00 FirstWatch Distribution 1 Recurring $5,000.00 $5,000.00 Data Mart™ Subscription 1 Recurring $2,407.00 $2,407.00 Total Net Price $65,607.00
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Total Year 1: $86,907.00
Total Recurring: $65,607.00
Total One time: $21,300.00
Total Contract Value: $228,126.07
Year Over Year Pricing
Item Name YR 1 Cost YR 1 Uplift YR 2 Cost YR 2 Uplift YR 3 Cost YR 3 Uplift Elite™ Rescue Premier - SaaS $51,200.00 5% $53,760.00 5% $56,448.00 5% CAD Distribution $3,500.00 5% $3,675.00 5% $3,858.75 5% Staffing Solution Integration $3,500.00 5% $3,675.00 5% $3,858.75 5% FirstWatch Distribution $5,000.00 5% $5,250.00 5% $5,512.50 5% Data Mart™ Subscription $2,407.00 5% $2,527.35 5% $2,653.72 5% $68,887.35 $72,331.72
Incident Volume
Category Incidents
Elite 12,034
Additional Terms:
• One-Time Fees will be due upon contract signature.
• 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) days prior to the end of a Subscription Term.
• Customer’s subscription to a Service will automatically renew for a one-year Subscription Term at the end of each prior 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 5% of the then-current price in any given year. • Any terms not defined herein shall have the same meaning as defined in the Master Subscription 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 existing Services.
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BILLING CONTACT INFORMATION
Full Name:
Phone:
Email:
Address: 440 Civic Center Plaza
Richmond, CA 94804
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EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
Rico Rincon
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: [email protected]
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
ImageTrend, LLC
Attn: Legal Department
1305 Corporate Center Drive, Suite 500
Eagan, MN 55121
Email: [email protected]
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EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 6/
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.
d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may terminate this Contract by giving written notice of such termination, stating the reasons for such termination, if such default remains materially uncured after thirty (30) days from the date of receipt of such notice.
Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under 8/
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this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from (1) infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”); (2) is negligent acts or omissions or constitutes willful misconduct; (3) resulted in fraud; (4) resulted in personal injury or death . If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract. b. Indemnification by the City. The City will indemnify, defend and hold Contractor harmless against any claim brought by a third party against Contractor (a) arising from or related to the City’s breach of this Contract or (b) alleging that the City marks or content selected by the City in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or City Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) Contractor promptly notifies the City of the threat or notice of such claim; (ii) the City will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, the City shall not settle or compromise any claim that results in liability or admission of any liability by Contractor without Contractor’s prior written consent); and (iii) Contractor fully cooperates with the City in connection therewith.
c. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, 9/
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or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for 10/
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable 11/
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.
Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of 13/
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, 14/
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
Contract No: For the Contract between the City of
Richmond and ImageTrend , LLC
Business Private
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
NONE.
Contract No: For the Contract between the City of
Richmond and ImageTrend , LLC
Business Private
EXHIBIT F
INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: For the Contract between the City of
Richmond and ImageTrend , LLC
Business Private
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Business Private
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
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Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors) Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Business Private
General Liability
(primary and excess limits
combined)
PROJECT COST
$0 - $5 million
$5 million - $10 million
Over $10 million
Fireworks
REQUIRED LIMIT
$2 million p/o
$5 million p/o
$10 million p/o
$5 million p/o
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
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Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Business Private
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
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Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Business Private
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
Type 1 – Page 4 of 4
Revised: September 2011
Business Private
Contract No: For the Contract between the City
of Richmond and
ImageTrend, LLC
EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity: