HomeMy WebLinkAboutContract 53882 ,-, .. CSC No. 53882
crrys��9�9y9�'ADDENDUM TO MASTER SOFTWARE AND SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
IMAGETREND, INC.
This Addendum to Master Software and Services Agreement("Addendum")is entered into
by and between ImageTrend, Inc.("Vendor")and the City of Fort Worth("City'),collectively the
"parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The Master Software and Services Agreement;and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Master Software and Services
Agreement (the "Agreement"), the Parties hereby stipulate by evidencc of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto,that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City(the"Effective Date")and shal l expire one(1)years after
the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties.The Agreement may be renewed
for an unlimited number of renewals-at City's option,each a"Renewal Term."City shall provide
Vendor with written notice of its intent to renew at least thirty(30)days prior to the end of each
term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits a material breach of the Agreement,the noo-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10)calendar days after
receipt of notice fiom the non-breaching party, or other time frame as agreed to by the
parties. if the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify
Addendum .
CITY SECRETARY !
FT WORTH,TX �
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state Iaw other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after-the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
Addendum Page 2 of 10
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. IP Iudemnificatiou. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under this Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
9. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
10. No Debt. In compliance with Article I § S of the Texas Constitution, it is h
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable,City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
Addendum Page 3 of 10
1 1. Public Information. City is a government entity underthe laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the II
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. it will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
13. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's comp«ter network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit"A" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel,requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"),National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
14. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City
with copies of all 1-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
Addendum Page 4 of 10
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
lb. Ri0tto Audit. Vendor agrees that City shall, until the expiration of three (3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page,follows)
Addendum ['age 5 of 10
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
fr„w„ of this contract,including ensuring all
By: performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: May 6,2020 By:
Name: Mark Rauscher
Approval Recommended: Title: Assistant Fire Director
Approved as to Form and Legality:
By:
Name:
Title: i By: lrong(Aiay 5,2020)
Ok Name: John B.Strong
Attest: `(� Title: Assistant City Attorney
Contract Authorization:
M&C: M&C 20-0133 0311-7(go
By: H5 tags: aaao- W6903
Name: Mary Kayser C"
Title: City Secretary
VENDOR:
lmageTrcnd, Inc.
Attn:Michael J. McBrady
20855 Kensington Blvd.
Lakeville,MN 55044
By: t„epn .arw opr 3-2u)
Name: Joseph T.Graw
Title: Preslc)ewcoo
Date: Apr3,2020
I
Addendum I'agc 6 of 10
EXHIBIT A
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
description of services. In order to provide the necessary support, Vendor needs access to
description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet,
email, HEAT System, etc. ("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing description of services. Such access is granted
subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. Access is being granted for purposes of completing services for the City pursuant
to the Agreement and Access shall expire at the completion of the, or upon termination of the
Agreement, whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with
the Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (34) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents,
servants, employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of Access and/or termination of this Network Access Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Network Access Agreement.A breach by Vendor,
its officers,agents,servants,employees or representatives,of this Agreement and any other written
instructions or guidelines that the City provides to Vendor pursuant to this Network Access
Agreement shall be grounds for the City immediately to deny Vendor access to the Network and
Addendum Page 7 of 10
Vendor's Data,terminate the Agreement and the Network Access Agreement,and pursue any other
remedies that the City may have under the Agreement or this Network Access Agreement or at
law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor
Personnel shall include all officers, agents, servants, employees, or representatives of
Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who
will provide services to the City under this agreement of the following City requirements
and restrictions regarding access to the City's Network:
5.1.1. Vendor shall be responsible for any City-owned equipment assigned
to Vendor. Personnel, and will immediately report the loss or theft of such
equipment to the City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. Vendor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user 1D to gain access to the
City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate
use of Electronic Communications Resources as described in the City's
Administrative Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information
for use on any non-City computer except as necessary to provide services pursuant
to this Agreement;
5.1.7. All network activity may be monitored for any reason deemed
necessary by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of
the Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City
may terminate this Network Access Agreement at any time and for any reason with or without
notice, and without penalty to the City. Upon termination of this Network Access Agreement,
Vendor agrees to remove entirely any client or communications software provided by the City
from all computing equipment used and owned by the Vendor, its officers, agents, servants,
employees and/or representatives to access the City's Network.
7. Information Security. Vendor agrees to make every reasonable effort in accordance
with accepted security practices to protect the Network credentials and access methods provided
by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately
upon discovery of a breach or threat of breach which could compromise the integrity of the City's
Network, including but not limited to, theft of Vendor-owned equipment that contains City-
provided access software, termination or resignation of officers, agents, servants, employees or
representatives with access to City-provided Network credentials,and unauthorized use or sharing
Addendum Page 8 of 10
of Network credentials.
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that 1 am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: May 6,2020 By:►aa (w„5.2We)
Name: Mark Rauscher
Approval Recommended: Title: Fire Assistant Director
Approved as to Form and Legality:
By:
Name:
Title: By:
N e: John B.Strong
Attest: - ®R r Title: Assistant City Attorney
.......... s. .
Contract Authorization:
.M&C: M&C 20-0133
By: U
Name: Mary Kayser '
Title. City Secretary (N-
VENDOR:
ImageTrend, Inc.
Attn: Michael J. McBrady
20855 Kensington Blvd.
Lakeville,MN 55044
By: 3'ZM)
Name: Joseph T.Graw
Title: President/COO
OFFICIAL RECORD;
Date: Apra,2020
CITY SECRETARY
FT. WORTH,TX
Addendum Page 9 of 10
t
Addendum Page 10 of 10
f
Master Software and Services Agreement
CONTRACT NUMBER: 00000976.0
BETWEEN
Fort Worth Fire Department
505 W. Felix Street
Fort Worth, TX 76115
AND
I1\4AGETREN®"
I mageTrend, Inc.
20855 Kensington tiled.
Lakeville, Minnesota 55044
Phone: 952-469-1589 1 Toll Free: 1-888-469-7789 1 Fax:952-985-5671 [ www.imagetrend.com
I M AG E TREND'
THIS AGREEMENT is made and entered into on the date last written below, by and between the
ImageTrend, Inc., a Minnesota corporation (hereinafter"ImageTrend"), and Fort Worth Fire Department
(hereinafter"Client"),together"the Parties".
RECITALS
WHEREAS, Client desires to have services performed by ImageTrend, or
WHEREAS, Client desires to purchase Commercial-Off-The-Shelf Software from ImageTrend, or
WHEREAS,Client desires to purchase Custom Software Development from ImageTrend, and
WHEREAS, ImageTrend possesses technical skill, knowledge,and capability in consulting and
designing custom and off-the-shelf software solutions and performing technical software
services and Client desires such services,
NOW,THEREFORE,THE PARTIES HEREBY AGREE AS FOLLOWS:
SECTION 1. DEFINITIONS
"Agreement" and "This Agreement" means this Master Software and Services Agreement,the Work
Orders issued hereunder,all Attachments and Exhibits attached hereto, or any Amendments made in
mutually executed hereto.
"Business Day" means a single 8 hour period occurring on a Monday,Tuesday, Wednesday,Thursday or
Friday, 9:00arn CST to 5:00pm CST, excluding holidays per§14(b) below. Unless specified in a Service
Order, ImageTrend personnel will only perform services during Business Days.
"Business Week" means a 5 day period, beginning Monday at 9:00am CST and ending Friday at 5:00pm
CST, excluding holidays per below.
"Confidential information" means the proprietary products and trade secrets, including, but not limited
to, computer software, code,technical parameters, price lists, methods of pricing, customer lists,
designs, software documentations, manuals, models and account tables,and any and all information
maintained or developed. Information shall be considered Confidential Information if it is identified in
writing as confidential or proprietary, or if disclosed verbally or visually in discussion, upon written
notice specifying and describing the nature of the orally disclosed Confidential Information at that time,
or within fifteen (15)days of such disclosure.
"Commercial Off The Shelf'or"COTS" means pre-designed software products which are made available
for sale by ImageTrend to many customers. COTS is mutually exclusive to Custom Software or Custom IP.
MOTS means Modified Off The Shelf, and is a derivative work of ImageTrend COTS Software.
"Custom IN"or"Custom Software" means software products, or other Intellectual Property,which is
designed for a specific purpose,for a specific customer or CLIENT.
2 April 2020 www.imagetrend.com P a g e 2 of 44
"Deliverable" means an intangible or tangible product, material, or service produced as a result of a
Work Order, and each Deliverable is specified in the corresponding Work Order from which it is
produced.
"Disclosing Party" means the party disclosing Confidential Information to the other party,see also
Receiving Party.
"Effective Date" means the date upon which the last party has signed and executed this Agreement.
"Fixed Fee" means a fixed amount of compensation due in return for a fixed Deliverable.
"Governmental Entity"shall have the same meaning as "State and local government entities"as defined
in the General Services Administration Acquisition Manual (GSAM) at 538.7001, as updated.
"Intellectual Property" means any intellectual property or proprietary rights in any jurisdiction,whether
owned or held for use under license, whether registered or unregistered, including such rights in and to:
(1)trademarks,trade dress, service marks, certification marks, logos,trade names, brand names,
corporate names, assumed names and business names("Trademarks", which term shall include the
items described in clause (viii) below); (ii) patents and any and all divisions, continuations,
continuations-in-part, reissues,continuing patent applications, reexaminations or extensions thereof,
any counterparts claiming priority therefrom, utility models, patents of importation/confirmation,
certificates of invention, certificates of registration and like statutory rights; inventions, invention
disclosures, discoveries and improvements,whether patentable or not; (iii) copyrights and works of
authorship; (iv)trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act and
under corresponding federal,state or foreign statutory or common law), business,technical and know-
how information, non-public information, and confidential information and rights to limit the use or
disclosure thereof by any Person; (v) mask works; (vi) moral rights, author's rights or rights of publicity;
(vii) claims, causes of action and defenses relating to the enforcement of any of the foregoing; (viii)any
applications for registration of any of the foregoing, and all renewals or extensions of any of the
foregoing, whether now existing or hereafter arising; and (ix)the goodwill associated with each of the
foregoing. For the avoidance of doubt, "Intellectual Property Rights" includes any and all of the
foregoing related to computer software, data files,Source Code, Object Code,APIs, manuals,
documentation, specifications, databases or other materials or information.
"Licensed Information" means any information pertaining to the Software which is owned by
IMAGETREND and is licensed to CLIENT. Licensed Information includes such information as input form,
user manuals and user documentation, interface format and input/output format, and any other
materials pertaining to the Software.
"Local Travel" means travel to a destination in the Twin Cities Metro area, within 30 miles of Lakeville,
MN.
"Materials"and"Expenses" means but is not limited to third party software licenses, physical
hardware,test devices, or other items, reasonable travel expenses (including but not limited to food,
lodging, and transportation), printing, delivery of materials, or any other cost reasonably incurred arising
out of this Agreement.
"Master Services Agreement" means this document excluding Work Orders issued from this document.
"Pre-Existing Materials" means code, documentation,frameworks, development accelerators,tool sets
or any other materials owned by ImageTrend and not developed as part of the services performed for
2 April 2020 www.imagetrend.com P a g e 13 of 44
M AG E TREND'-
Client. It may include,without limitation,Security Framework, Dashboard, ImageTrend Frameworks,
Report Writer and any other tools or Intellectual Property made or used by ImageTrend unrelated to this
Agreement.
"On-Site Hour" means time an hour worked by ImageTrend personnel on Client premises, or other
premises of Client's choosing that are not ImageTrend's corporate offices.
"Statement of Work" means the technical document which outlines a mutually agreed upon
specification for particular Custom Development projects and associated costs, payment terms and
acceptance procedures.This document requires client acceptance and signature prior to beginning
work.
"Support" means technical support for the configuration and functioning of the products, including
taking and monitoring defect reports, as defined further below in the Service Level Agreement between
ImageTrend and Client.
"Software" means ImageTrend software provided to Client by ImageTrend, specifically software
developed and/or written by ImageTrend. Software developed by a third-party which is purchased on
behalf of Client is considered Third Party Material.
"Receiving Party" means the party receiving Confidential Information from the Disclosing Party
"The Agreement" means collectively this Master Services Agreement, its Exhibits, all Work Orders issued
from this Master Services Agreement, and all Exhibits to Work Orders.
"Third Party Material(s)" means software or other materials owned by a party other than Client or
ImageTrend.
"Time and Materials Basis" means charges billable to the Client based upon each hour worked,
multiplied by the hourly rate for the work, plus the cost of any Materials necessary(including but not
limited to,the cost of third party software licenses, travel and accommodation expenses, or otherwise),
or Materials beneficial (conditioned upon mutual assent of the parties), billed on a monthly basis in
arrears.
"Work Order" means the document which outlines a mutually agreed upon set of services, products,or
Deliverables and associated costs, payment terms, and acceptance procedures.
SECTION 2. TERM OF AGREEMENT
The Term of this Agreement shall be 12 months from the Effective Date of this Agreement ("Initial
Term"). Upon expiration of a Term,the Term shall automatically renew under the same terms and
conditions for additional subsequent 12 month term ("Renewal Term"), unless terminated under the
terms of this Agreement or by otherwise giving the other party no less than 30 days of written notice
prior to the last day of the then-current Term.
SECTION 3. WORK ORDERS
CREATION OF WORK ORDERS.The parties may,from time to time,work together to detail the specific
engagement scope, pricing, acceptance criteria, and terms of services to be performed and Deliverables
to be delivered by ImageTrend. ImageTrend will set forth these details as a Work Order. If the Work
Order is for the purchase of COTS Software,the Work Order small also outline the quantity and SKU of
2 April 2020 www.imaEetrend.com P a g e 14 of 44
I MAG ETREND"
each product or service as applicable. Should a Work Order contain no term regarding a topic,the terms
of this Master Software and Services Agreement shall hold instead.
LIMITATIONS OF WORK ORDERS. Work Orders may include requirements on the Client.Such
requirements,when executed as part of a mutual agreed writing,form a material part of this Agreement
and of the Work Order where the requirement is presented. Additionally, either party may set forth
factual assumptions ("Assumption") in each Work Order. Notwithstanding anything in this Agreement or
the Work Order, a Work Order will be rendered void to the extent that ImageTrend is obligated to
perform services which are impossible or impracticable. Further, a Work Order will be rendered voidable
to the extent that ImageTrend is obligated to perform services materially different than originally set out
in that Work Order due to an inaccurate Assumption.The parties will make commercially reasonable
efforts to negotiate an alternative or modified Work Order in light of the inaccurate Assumption.
MODIFICATION OF WORK ORDERS.Any modification to the scope or tasks identified within the Work
Order that change the work budget by an estimated 10 hours of work or more shall require a new
modified written Work Order or written Change Order. ImageTrend shall not work on the new tasks in
the modified Work Order until the Client has provided signed written acceptance of the new Work
Order.The parties may waive this requirement on a case-by-case basis in writing. Modifications
requiring less than an estimated 10 hours of work may be proposed and accepted verbally,with such
modifications requiring less than 10 hours of work billed on a Time and Materials basis.
FEE MODEL.The Work Order will contain fee and payment terms.The following fee models are
contemplated:
AM-
Fixed Fee ImageTrend shall perform the work outlined in the Work Order for a
fixed flat fee, plus Expenses. The Fixed Fee is exclusive of Expenses
unless the Work Order outlines the Expenses.The Fixed Fee model
may include milestone payments,with such milestone payments
outlined in the Work Order.
Time and Materials ImageTrend shall perform the work outlined in the Work Order on a
Time and Materials basis, at the rate(s) specified in the Work Order.
LEGAL EFFECT. Work Orders issued under this Master Services Agreement are incorporated by reference
into this Master Services Agreement which collectively is called "the Agreement."Work Orders do not
override the terms of this Master Services Agreement unless specifically stated that they do so. Work
Orders may contain their own Fee/Payment Schedules and Payment Terms;those terms are binding
insofar as they concern the services or Deliverables contemplated by the Work Order. For Work Orders
without their own fee and payment terms,the payment terms in Exhibit A below control.
CUSTOMIZED SOFTWARE DEVELOPMENT.The parties may mutually agree to a Work Order also known
as a Statement of Work for the development of new or custom software, also known as "Modified Off
The Shelf" or MOTS. All normal requirements of the Work Order shall apply, but additionally the parties
must work together to mutually define a Statement of Work which outlines the tasks, and their
timelines,to be undertaken as part of the project. Any Customized Software or MOTS Software
developed under this Agreement will be Intellectual Property owned by ImageTrend. Should Client
desire ownership of any Intellectual Property developed by ImageTrend, this must be embodied by a
2 April 2020 www.imagetrend.com P a g e 15 of 44
WAGE TREND .
separate, mutually executed contract. For clarity, Client shall not and will not own any ImageTrend
Intellectual Property under any circumstance under this Agreement. Client may only receive a license
thereto as outlined in each Work Order.
ISECTION 4. PERFORMANCE OF SERVICES
COMMENCEMENT. ImageTrend shall begin services described in the Work Order subsequent mutual
signed execution the Work Order. No services shall begin before mutual signed and written final
acceptance of each Work Order.
USE OF KNOW HOW. ImageTrend shall use its know-how, Intellectual Property,talent, skills, and
employees to perform the services. Client shall conditionally receive a license to any and all pre-existing
ImageTrend Intellectual Property and Know-How used in the creation of Deliverables and delivery of
services as outlined below in §5"Licensing and Intellectual Property"and Exhibit A_Software Licensing
Agreement.
MATERIALS. Materials (including, but not limited to,third party software licenses, physical hardware,
test devices, or other items and any other Material)that will be used in the development of the
Software will be identified by ImageTrend to Client. ImageTrend shall acquire such Materials as the
parties mutually agree should be acquired, and it shall be the Client's responsibility to pay for those
materials.
ACCEPTANCE OF SERVICES AND DELIVERABLES. ImageTrend shall deliver completed Deliverables and
services to Client for acceptance. Each Work Order must detail the acceptance criteria for each
Deliverable or service contained within that Work Order. if a Deliverable or services acceptance criteria
is measurable objectively, it shall be complete upon satisfaction of that objective measurement without
regard to either party's satisfaction with the Deliverable. If 1) a Deliverable's acceptance criteria is based
on Client's satisfaction with the Deliverable,or 2) no acceptance criteria is detailed,then the following
default clause shall apply:
After delivery of the Deliverable or performance of the service, Client shall have no more than 15
days to:1) accept the deliverable or service, or Z f reject the deliverable or service by providing a
written rejection that reasonably sets forth the reason for the rejection and the changes required
to gain Client's acceptance, or 3)provide a written request for a 15 additional day extension to
review the Deliverable or service; ImageTrend shall not unreasonably withhold approval of such
15 day extension. If Client does not provide an acceptance within the above time frame inclusive
of extensions, the Deliverable or service will be deemed accepted. After delivery of the fourth
revision of the service or Deliverable, the service or Deliverable shall be deemed accepted by
Client.
SECTION 5. FEES, INVOICING,AND PAYMENT TERMS
PROMPT PAYMENT ACTS. IF CLIENT IS A GOVERNMENTAL ENTITY THE FOLLOWING PARAGRAPH
APPLIES:To the degree any term in this Section 5, or any payment related term in any Work Order,
conflicts with the governing prompt payment act or similar procurement act which unambiguously limits
2 April 2020 www.imagetrend.com Page 16 of 44
I MAG ETRENa,
client's ability to agree or comply with any term in this section 5 or in any payment related term in any
work order("The PPA"),the term in the PPA will instead control. For clarity, unless there is an
unambiguous conflict between the terms of this Section 5 or in any Work Order,the PPA shall not
control and this Agreement shall still control.
FEES. Client shall owe to ImageTrend such fees as set forth in each mutually executed Work Order.
SCHEDULING NON-LOCAL TRAVEL. For air travel Client may, and is strongly advised to, schedule travel
no less than 3 weeks in advance of the first on-site date by written request; ImageTrend reserves the
right to approve or deny travel requests on a per-request basis. Client may also request travel by writing
with 3 weeks or less advance notice; ImageTrend reserves the right to approve or deny such travel
requests, and to invoice costs to Client due to scheduling changes ImageTrend must make to
accommodate such a request if approved.
CANCELLATION, RESCHEDULE,OR DELAY. Client will provide to ImageTrend (10)ten business days prior
written notice of Client's intent to delay, reschedule, or cancel ("Staffing Change") any service in a Work
Order which requires an ImageTrend employee to perform work at a specific location or at a specific
time (e.g.face-to-face meetings, on-site visits,after hours on-call status). If Client fails to provide such
notice,Client shall reimburse ImageTrend for loss caused by the Staffing Change. ImageTrend shall use
commercially reasonable efforts to mitigate any losses that would be incurred by a Staffing Change and
due to ImageTrend by Client.
INVOICING. Unless otherwise specified in a Work Order, invoices must be paid on Net 30 terms. Any
objection to an invoice must be made in writing. Client may request up to an additional 15 days to
review Deliverables associated with an invoice, approval to which ImageTrend shall not unreasonably
withhold. If Client does not object to an invoice, or request an extension to review Deliverables, within
15 days after receipt of the invoice then the invoice is deemed accepted and any right to object to the
invoice is waived. Payment shall be made by check or by ACH transfer to ImageTrend.
REMEDIES FOR NON-PAYMENT.Should Client fail to pay per the terms of this Agreement and this
Section 5, ImageTrend may 1)suspend services under all Work Orders until such payment is made in full,
and/or 2)charge a late fee at the lesser of 1.5%or the maximum allowed by law, and/or 3) invoice Client
for the costs of collection including reasonable attorney's fees.
TRAVEL COSTS. Should Client desire ImageTrend to send personnel to a location of Client's choosing in
the continental United States, Client may pay$1,750 per ImageTrend trainer per trip and a further
$1,400 per trainer per day spent at Client's chosen location.Travel outside of the continental US will be
quoted by ImageTrend upon request.Travel may only be scheduled for a maximum of one business
week of Monday through Friday per trip; however Client may book consecutive trips. Non-local travel
scheduling which runs from one business week into a subsequent business week(s) (e.g. start date on
Friday at 8:00am, end date Wednesday at 5:00pm, "Overlapped Weekend")will result in ImageTrend
invoicing Client an additional trip for each Overlapped Weekend. ImageTrend staff will work 8 hours
each day, except on the first and last day of each trip ImageTrend may reserve up to 2 hours of the
Business Day for travel time.
2 April 2020 www.imagetrend.com P a g e 17 of 44
IMAGE TREND"
TIME AND MATERIALS RATE. Unless otherwise specified in a Work Order, ImageTrend's Time and
Materials rate is $175.00 per hour.
PRICE ESCALATION. ImageTrend reserves the right to escalate the prices contained herein, and any
recurring fee, by no more than 3%of the then current price for each anniversary of the Effective Date
beginning on 11/20/2020. ImageTrend further reserves the right to escalate travel prices once per year
upon written notice to Client.Such travel price increases will only affect future travel prices and will not
change the price or amount due to ImageTrend for previously rendered travel.
SECTION 6. DATA AND INTELLECTUAL PROPERTY
CLIENT DATA.All Client data provided to ImageTrend remains at all times the property of the Client
unless otherwise specified by a Work Order. ImageTrend will not to use or make available any personally
identifiable information or patient health information other than for performing the services outlined in
a Work Order, and for use in an aggregated manner to monitor, operate,train artificial intelligence, and
conduct statistical analyses relevant to the application's proper functioning, maintenance, optimization,
or improvement. ImageTrend will not in any way transfer to any third party any Confidential Information
of Client.
DE-IDENTIFICATION. ImageTrend may create a de-identified data set of Client's data ("the De-identified
Data Set") and ImageTrend may, in ImageTrend's discretion,transform, analyze, distribute and
redistribute,create derivative works of, license, make available to 3rd party researchers,or otherwise
use the De-identified Data Set except as limited by: 1)this Agreement, 2)applicable law and regulation,
e.g. State and local data privacy law and HIPAA/HITECH, 3) notwithstanding any of the prior,
ImageTrend shall create the De-identified Data Set in accordance with the then current HIPAA Safe
Harbor Rule at 45 CFR§ 164.514(2)(i) by removing the 18 listed data elements, and any additional data
element designated as 'Personal Information' by State and Local data breach law(or equivalent laws).
The § 164.514(2)(i) data elements are reproduced below at Attachment A. ImageTrend shall ensure its
methods for creating the De-identified Data Set comport with industry best practices and guidance such
as NISTIR 8053 'De-Identification of Personal Information' (available at
http://dx.doi.org/10.6028/NIST.IR.8053). ImageTrend shall use reasonable administrative,technical, and
physical safeguards to protect and prevent unauthorized disclosure of the De-identified Data Set.
ImageTrend shall not attempt to re-identify any de-identified records.
GRANT OF LICENSE TO IMAGETREND'S PRE-EXISTING IP AND OWNERSHIP OF NEW IP. All Intellectual
Property Rights connected to the ImageTrend pre-existing materials such as architectural structure,
modules, processes, and Know-How that may be used in Deliverables ("Pre-existing IP"), shall remain
owned by ImageTrend. ImageTrend agrees to grant to Client a royalty-free, worldwide,transferable,
non-exclusive, use license for these architectural structures, modules, and processes that may be used
solely in conjunction with the Deliverables and services performed under Work Orders and in
accordance with the license selected below at Exhibit A, conditioned upon full payment of the Work
Order from which the Deliverable containing Pre-Existing IP originates.This license may not be
transferred, and Client may not sublicense, use, reproduce, distribute or prepare derivative works of
ImageTrend's Pre-Existing IP except to the extent strictly necessary to fulfill the purpose of a Work
Order. New Deliverables utilizing the same Pre-Existing IP may require another license for that new
Deliverable, in ImageTrend's discretion. New Custom Intellectual Property authored by the parties in the
course of performing a Work Order shall be owned by the party that authored the Intellectual Property
2 April 2020 www.imagetrend.com P a g e 18 of 44
WAGETREND
and in the case of derivative works, itshall be owned by the party who owns the work from which the
derivative is made, or as otherwise set forth in the Work Order. In the case of ImageTrend Software
products licensed per Exhibit A below, or"Modified Off The Shelf Software" as defined above,
ImageTrend shall own all Intellectual Property related to or arising out of any Work Order. A Work Order
may specify who owns the intellectual property embodied in a Deliverable; however, absent such terms
in the Work Order,the terms of this Agreement shall control. Any right not hereby granted is reserved.
ISECTION 7. CONFIDENTIALITY
CONFIDENTIALITY ACKNOWLEDGEMENT. Each party hereby acknowledges and agrees that the other
Party's Data, potential clients or customers, client or customer lists, business plans, pricing structures,
software and database designs, and any other information a Party has marked as Confidential,
constitute Confidential Information. Each party agrees to treat(and take precautions to ensure that its
authorized personnel treat) Confidential Information as confidential in accordance with the
confidentiality requirements and conditions set forth below. Orally transmitted information shall not be
Confidential Information unless specified as such in a writing transmitted from the Disclosing party to
the Receiving party within 15 days of the oral transmission,with such writing providing a reasonable
description and scope of the Confidential Information transmitted.
CONFIDENTIALITY OBLIGATIONS. Each party agrees to keep confidential all confidential information
disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in
the same manner it protects the confidentiality of similar information and data of its own (at all times
exercising at least a reasonable degree of care in the protection of confidential information); provided,
however,that the provisions of this §7 shall not apply to information which: (i) is in the public domain;
(ii) has been acquired by a Party by means other than the disclosure of the information by the Disclosing
Party; (iii) is duly obtained by a Party directly or indirectly from a third party who has independently
developed the information and is entitled to disclose the information to the Party, and such disclosure
does not directly or indirectly violate the confidentiality obligation of such third party; or(iv) becomes
known publicly,without fault on the part of a Party,subsequent to the receipt of the information by
Pa rty.
SURVIVAL.This§7 shall survive the termination of this Agreement or of any license granted under this
Agreement.
SECTION 8. WARRANTIES
NO CONFLICTS OF INTEREST. 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.
SERVICES.All services and will be provided in a professional and workmanlike manner in accordance
with applicable industry standards and will comply with all applicable laws. All Deliverables will
substantially conform to the agreed-upon specifications set forth in the applicable Work Order or as
otherwise set forth in this Agreement.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT ABOVE,THE SERVICES IMAGETREND PROVIDES
TO CLIENT ARE PROVIDED WITHOUT ADDITIONAL WARRANTY OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
2 April 2020 www.imagetrend.com P a g e 19 of 44
IMAGETRE>IVD,,
FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR
STATEMENTS MADE PRIOR TO THIS AGREEMENT, IMAGETREND HEREBY EXPRESSLY DISCLAIM,AND
CLIENT HEREBY WAIVES,ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE
SERVICES, INCLUDING WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-
INFRINGEMENTAND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THIS
AGREEMENT ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES.
ISECTION 9. LIMITATION OF LIABILITY
EACH PARTY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR
CONSEQUENTIAL, INDIRECT, INCIDENTAL,SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES
ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THAT PARTY IS ADVISED OF THE
LIKELIHOOD OF SUCH DAMAGES OCCURING. EACH PARTY'S CUMULATIVE LIABILITY ARISING OUT OF OR
IN ANY MANNER RELATED TO THIS SHALL BE LIMITED TO THE AMOUNT OF THE FEES DUE UNDER THIS
AGREEMENT.
SECTION 10. DISPUTE RESOLUTION
DUTY TO NEGOTIATE IN GOOD FAITH PRIOR TO FORMAL DISPUTES. IF CLIENT IS A GOVERNMENTAL
ENTITY,THE FOLLOWING 2 PARAGRAPHS APPLY:
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement
promptly by negotiation between executives who have authority to settle the controversy and who are
at a higher level of management than the persons with direct responsibility for administration of this
agreement. Any party may give the other party written notice of any dispute not resolved in the normal
course of business. Within 15 days after delivery of the notice,the receiving party shall submit to the
other a written response.The notice and response shall include with reasonable particularity (a) a
statement of each party's position and a summary of arguments supporting that position, and (b)the
name and title of the executive who will represent that party and of any other person who will
accompany the executive.Within 30 days after delivery of the notice,the executives of both parties
shall meet at a mutually acceptable time and place, or by teleconference.
All offers, promises, conduct and statements,whether oral or written, made in the course of the
negotiation by any of the parties,their agents,employees, experts and attorneys are confidential,
privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding
involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be
rendered inadmissible or non-discoverable as a result of its use in the negotiation.
ARBITRATION. If Client is NOT a Governmental Entity the following paragraph applies:
Any dispute between ImageTrend and Client under this Agreement shall be resolved by arbitration by an
arbitrator selected under the rules of the American Arbitration Association in the State of the defending
party and the arbitration shall be conducted in that same location under the rules of said Association. If
an arbitrator cannot be agreed upon by the parties, ImageTrend and Client shall each choose an
arbitrator, and those two chosen arbitrators shall choose a third arbitrator, that third arbitrator shall
preside over any dispute. ImageTrend and Client shall each be entitled to present evidence and
argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions
of this Agreement and may not change any of its provisions.The arbitrator shall permit reasonable pre-
hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to
supervision by the arbitrator.The arbitrator shall endeavor to keep costs as low as possible while still
2 April 2020 www.imagetrend.com Page 110 of 44
MAG ETRENDo
allowing for the just and fair disposition of the dispute.The determination of the arbitrator shall be
conclusive,final and binding upon the parties and judgment upon the same may be entered in any court
having jurisdiction thereof.The arbitrator shall give written notice to the parties stating his
determination, and shall furnish to each party a signed copy of such determination. ImageTrend and
Client shall equally share the cost of the arbitrator(s)fees.The arbitrator may award reasonable costs
and expenses, including reasonable attorney fees, to the prevailing party.
SECTION 11. NON-EXCLUSIVITY
This Agreement does not establish any exclusivity of service, contract, customer relationship, or
otherwise between the parties.
SECTION 12. AMENDMENTS
This Agreement may only be modified by a mutually executed writing including but not limited to Work
Orders, signed by a person having authority to sign.
SECTION 13. TERMINATION
Either Party may terminate this Agreement upon giving the other Party thirty days (30)days' prior
written notice to the other Party in addition to any other remedy or right contained in this Agreement.
This right of termination is additive to other rights of termination identified above in this Agreement and
does not preclude the exercise of those other rights.
SECTION 14. INDEMNIFICATION
IMAGETREND INDEMNITY. ImageTrend shall defend and indemnify Client from and against third party
claims, actions, suits, demands,damages, obligations, losses,settlements,judgments, costs,and
expenses ("Claims"),which arise out of any negligent act or omission, or willful misconduct of
ImageTrend. Client shall promptly notify ImageTrend for any actual or prospective Claim for which
indemnification is sought. In the event that any third-party Claim is made and Client invokes this clause,
ImageTrend shall have the right and option to undertake and control such defense of such action with
counsel of ImageTrend's choice with control to settle any such Claim. ImageTrend shall have no
obligation to defend or indemnify Client from Claims arising out of Client's negligent or intentional
wrongful acts or omissions. Because ImageTrend must provide its own insurers with notice of a claim
within 60 days of actual knowledge of a Claim, Client accordingly most provide ImageTrend written
notice no more than 60 days after Client has actual knowledge of a Claim else ImageTrend shall have no
obligation to indemnify Client.
CLIENT INDEMNITY. IF CLIENT IS A GOVERNMENTAL ENTITY THE FOLLOWING PARAGRAPH DOES NOT
APPLY. Client shall defend and indemnify ImageTrend from and against third party claims, actions, suits,
demands, damages, obligations, losses,settlements,judgments, costs, and expenses ("Claims"),which
arise out of any negligent act or omission, or willful misconduct of Client. ImageTrend shall promptly
notify Client for any actual or prospective Claim for which indemnification is sought. In the event that
any third-party Claim is made and Client invokes this clause, Client shall have the right and option to
undertake and control such defense of such action with counsel of Client's choice with control to settle
any such Claim. Client shall have no obligation to defend or indemnify ImageTrend from Claims arising
out of Client's negligent or intentional wrongful acts or omissions. ImageTrend accordingly must provide
2 April 2020 www.imagetrend.com Page 111 of 44
IMAGETREND
Client written notice no more than 50 days after ImageTrend has actual knowledge of a Claim else Client
shall have no obligation to indemnify Client.
SECTION 15. GENERAL TERMS
a. INSURANCE REQUIREMENTS. ImageTrend will provide to Client a Certificate of Insurance upon
request. Further insurance requirements are included below as an attachment.
b. ELECTRONIC SIGNATURES.The parties agree to conduct transactions primarily via electronic
means.Accordingly, each party accepts electronic signatures and Deliverables as equivalent to
physical versions of the same.
c. BUSINESS DAYS AND HOLIDAYS.The parties agree a business day is 8 hours long, and excludes
Saturdays, Sundays, and days reasonably considered a holiday by either party per each party's
written policies. Unless otherwise specified in a Work Order, ImageTrend shall perform services
only during business days, from 9:00am CST to 5:00pm CST.
d. COUNTERPARTS.This Agreement may be executed in counterpart originals, duly signed by both
parties, each of which will be deemed an original but all of which,together, will constitute one
and the same Agreement. Any terms not present in all counterpart copies are severed and void.
Electronic counterparts are equally as valid as original counterparts.
e. FORCE MAJEURE. Neither party will be liable for delays nor for non-performance due to an
unforeseeable event, external to this Agreement and the parties, where the occurrence of the
event beyond the non-performing or delayed party's reasonable control ("Force Majeure
Events.")This clause shall not apply to costs due to ImageTrend to reimburse cancellation,
reschedule, or modification of travel arrangements per§5 above. Force Majeure Events may
include, but are not limited to:war,terrorism or threats of terrorism, civil disorder, labor strikes,
fire, disease, medical epidemics or outbreaks, events which curtail necessary transportation
facilities (e.g, airports), or other unforeseeable events where the occurrence of the event is
beyond the non-performing or delayed party's control.
f. REASONABLE COOPERATION. Client will reasonably cooperate with ImageTrend to the extent
reasonably necessary to enable ImageTrend to perform the Services contemplated in each Work
Order. Accordingly, Client will provide access, information or other materials in a fashion timely
to the schedule of each Work Order. ImageTrend shall have no liability to Client for delays
arising out the actions or non-actions of Client.
g. NON ASSIGNABILITY.A party shall not assign this Agreement or its rights hereunder without the
prior written consent of the other party.
h. JURISDICTION AND VENUE. The parties agree that the law governing this Agreement shall be
that of the State of Minnesota without regard to its conflict of laws principles. IF CLIENT IS A
GOVERNMENTAL ENTITY the law governing this Agreement shall be that of the Client's
jurisdiction without regard to its conflict of laws principles.
2 April 2020 www.imagetrend.com Page 12 of 44
MAG E TREND,)
i. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties,
with respect to this subject matter, including, but not limited to the services,goods, products,
and Software provided by ImageTrend for Client and the compensation provided by Client for
said provision of such services therefore,and supersedes all previous proposals, both oral and
written, negotiations, representations, writings and all other communications between the
parties.This Agreement may not be released, discharged, or modified except by an instrument
in writing signed by the parties.
j. SEVERABILITY. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable,such determination shall not affect the validity or
enforceability of any other part or provision of this Agreement.
k. WAIVER. No waiver by either party of any of any provision hereof shall constitute a waiver of
any other term of this Agreement nor shall it preclude either party from enforcing its rights.
L NONAPPROPRIATION. IF CLIENT IS A GOVERNMENTAL ENTITY THE FOLLOWING PARAGRAPH
APPLIES.The continuation of this Agreement is contingent upon the appropriation of funds by
the legislature or other sources as applicable to fulfill the requirements of the Agreement. If the
insufficient monies are appropriated to provide for the continuation of the Contract,or if such
appropriation is reduced by the veto of the Governor or by any means provided in the applicable
appropriation laws or regulations for any lawful purpose, and the effect of such reduction is to
provide insufficient monies for the continuation of this Agreement or any Work Order hereto,
the Agreement or applicable Work Order(s)shall terminate on the date of the beginning of the
first fiscal year for which funds have not been appropriated. ImageTrend shall be entitled to
payment for deliverables in progress,to the extent work has been performed pursuant to this
Agreement or any Work Order hereto; obligations that have been incurred that extend beyond
the date of termination; and reasonable contract close-out costs.
m. ATTORNEYS' FEES. In any action between the parties to enforce any of the terms of this
Agreement,the prevailing party shall be entitled to recover reasonable expenses, including
reasonable attorneys'fees.
n. INDEPENDENT CONTRACTORS. It is the express intention of Client and ImageTrend that
ImageTrend and its employees and agents will perform the services hereunder as independent
contractors to Client. Nothing in this Agreement shall in any way be construed to constitute
ImageTrend or its employees or agents as an agent, employee or representative of Client.
Without limiting the generality of the foregoing, ImageTrend is not authorized to bind Client to
any liability or obligation or to represent ImageTrend has any such authority. Client and
ImageTrend agree that neither ImageTrend employees nor its agents will receive Client-
sponsored benefits from Client.
o. NOTICES. Any notice required to be given by either party to the other shall be deemed given if
in writing on the date actually delivered (including electronic methods such as e-mail), or if
deposited in the United States mail in registered or certified form with return receipt requested,
2 April 2020 www.imagetrend.com Page 113 of 44
IMA ETRE11 D
postage prepaid, on the postmarked date and addressed to the notified party at the address set
forth below, or to such other address as a party may designate from time to time by means of
notice given hereunder to the other party.
If to Client:
Fort Worth Fire Department
Attn:Valerie Washington, Assistant City Manager
505 W. Felix Street
Fork Worth,TX 76115
If to ImageTrend:
ImageTrend, Inc.
Attn: Mike McBrady
20855 Kensington Boulevard
Lakeville, MN 55044
IN WITNESS WHEREOF:the undersigned parties,each having authority to bind their respective
organizations, hereby agree
Client ImageTrend
Signature:., j'. Signature:'M3 P ays,fl207
Print Name: Valerie Washington Print Name: Joseph T.Graw
Title: Assistant City Manager Title: President/COO
Date: May 6,2020 Date: May 5,2020
2 April 2020 www.imagetrend,com Page 14 of 44
I MAGETRENu,
SOFTWARE LICENSING TERMS ATTACHMENT
To the degree any Work Order involves licensing ImageTrend Software,the following terms shall apply:
"ImageTrend Elite Data Marts" means the relational database(s)that contain an enhanced and
simplified reporting-ready format of the transactional data collected within ImageTrend Elite.The Elite
Data Marts are availabie for use with the ImageTrend Elite Reporting Tools.
"ImageTrend Elite Reporting Tools" means the Transactional Report Writer, Visual Informatics,
Analytical Chart Reporting Tool and Analytical Tabular Reporting Tool in the Software that are based on
a set of Elite Data Marts.
"Incident(s)" means an instance where the Client sends a vehicle or emergency responder to a situation
requiring emergency response, as measured by the number of incident reports within ImageTrend
Software systems.
"Licensed Information" means other Deliverables provided to Client by ImageTrend relating to the
operation or design of the Software, or other Deliverables provided to Client by ImageTrend which are
common to ImageTrend (e.g. such Deliverables are not unique to Client).A copy of the software
specification Licensed Information is available within the Software labeled as "ImageTrend University."
"The Software" means the sum of all software licenses granted by this Agreement or Work Order hereto
as provided in Section 1 below.
SECTION 1.. GRANT OF LICENSE TO SOFTWARE.
Each Work Order for the sale of Software Licenses shall outline which of the below licenses are being
granted by the Work Order.The license selection will be evidenced by the title of each SKU in the Work
Order,e.g. "Elite EMS SaaS"shall be licensed under the Software as a Service License below. If the
license is not apparent by the name of the SKU,then the license shall default to Software as a Service.
ImageTrend may discontinue or replace a license in this table by providing Client reasonable written
notice of the change. Replacing this table shall not have the effect of revoking previously agreed
licenses, rather, ImageTrend's right to replace this table shall apply to only future Work Orders.
Name of License Terms of License
Software as a ImageTrend hereby grants Client a non-exclusive, non-transferable license to use
Service License the ImageTrend Software product(s) listed in the Work Order for such time as
(SaaS) or listed in said Work Order. During the term of the Work Order,the Client shall
Integration as a have access to the Software,which will be installed on servers at the ImageTrend
Service (iaaS) hosting facility and subject to the Service Level Agreement attached. All copies of
("SaaS") the Software and/or Licensed Information in any form provided by ImageTrend
to Client hereunder are the sole property of ImageTrend and/or its suppliers,
and that Client shall not have any right,title, or interest to any such Software
2 April 2020 www.imagetrend.com Page 115 of 44
IMAGETREND,"
j and/or Licensed Information or copies thereof except as provided in this
Agreement.
ImageTrend ImageTrend will grant Client a non-exclusive, non-transferable, perpetual use
Hosted License license without rights of resale or sublicensing,to the ImageTrend Software
("License") product(s) listed in the Work Order. Client shall have access to the Software,
which will be installed on servers at the ImageTrend hosting facility and subject
to the Service Level Agreement attached.All copies of the Software and/or
Licensed Information in any form provided by ImageTrend to Client hereunder
are the sole property of ImageTrend and/or its suppliers, and that Client shall
not have any right,title, or interest to any such Software and/or Licensed
Information or copies thereof except as provided in this Agreement.
Client Hosted ImageTrend will grant Client a non-exclusive, non-transferable, perpetual use
License license without rights of resale or sublicensing,to the ImageTrend Software
("On Premise product(s) listed in the Work Order. Client shall have access to the Software,
License") which will be installed on servers at the Client hosting facility and subject to the
attached Service Level Agreement.All copies of the Software and/or Licensed
Information in any form provided by ImageTrend to Client hereunder are the
sole property of ImageTrend and/or its suppliers, and that Client shall not have
any right,title, or interest to any such Software and/or Licensed Information or
copies thereof except as provided in this Agreement.
Initial set up will require direct access to Client servers by ImageTrend personnel.
However, after the installation is complete, management of non- ImageTrend
software, operating systems,ancillary systems and the responsibility for keeping
non- ImageTrend software updated will be the sole responsibility of Client,
ImageTrend disclaims any and all liability arising out of out-of-date or otherwise
insufficiently maintained non-ImageTrend software or hosting environment.
ImageTrend has no duty to maintain the Client's hosted environment's
cybersecurity. Client agrees to ensure that ImageTrend will have sufficient server
access to fulfill ImageTrend's duties hereunder. Maintenance of Client Hardware,
physical environment, storage, processing, patching,operating system
maintenance, network device maintenance, Client 3rd party licenses (as outlined
below), or any other task which is required to maintain the Client application
hosting environment and is not directly arising out of a requirement of or defect
to the ImageTrend application(s)are the sole responsibility of Client. It will not
be ImageTrend's responsibility to maintain or resolve problems with Client's
hosted environment. ImageTrend's sole responsibility shall be to provide
application support for ImageTrend developed applications. Tasks which are
ultimately discovered to be maintenance of the Client Hosting environment may
be charged to Client at ImageTrend's out-of-scope rate of$175.00.
2 April 2020 www.imagetrend.corn Page 16 of 44
SECTION 2. PROTECTION OF SOFTWARE AND LICENSED INFORMATION
Client agrees to respect and not to, nor permit any third-party to, remove, obliterate, or cancel from
view any copyright,trademark, confidentiality or other proprietary notice, mark, or legend appearing on
any of the Software or Licensed Information, and to reproduce and include the same on each authorized
copy of the Software and Licensed Information.
Client shall not nor shall Client permit any third-party under Client's control to, copy, reverse engineer,
or duplicate the Software or any part thereof except for the purposes of system backup,testing,
maintenance, or recovery. Client may duplicate the Licensed Information only for internal training,
provided that all the names,trademark rights, product names, copyright statement, and other
proprietary right statements of ImageTrend are reserved. ImageTrend reserves all rights which are not
expressly granted to Client in this Agreement.
Client shall not, nor shall Client permit any third-party to, modify, reverse engineer, disassemble,or
decompile the Software, or any portion thereof, and shall not use the software or portion thereof for
purposes other than as intended and provided for in this Agreement.
SECTION 3. IMAGETREND ELITE DATA MARTS NON-EXCLUSIVE USE LICENSE.
In accordance with the terms and conditions hereof, ImageTrend hereby grants the use of the
ImageTrend Elite Data Marts only via ImageTrend Elite Reporting Tools, unless an "Elite Data Mart
License" is included and detailed in a Work Order. Absent that license,this Agreement does not give the
Customer the rights to access and query the ImageTrend Elite Data Marts directly using SQL query tools,
reporting tools, ETL tools, or any other tools or mechanisms. Direct access to ImageTrend Elite Data
Marts is only available via the aforementioned separately-priced product and service offering from
ImageTrend.
SECTION 4. INSTALLATION, INTRODUCTORY TRAINING AND DEBUGGING.
IMPLEMENTATION. ImageTrend shall provide Client with start-up services such as the installation and
introductory training relating to the Software, and, if necessary, initial debugging services known as
"Implementation". During Implementation,Client must make available sufficient time and resources as
is necessary to accomplish the milestones and tasks per the party's project plans (as applicable),
typically between 4 and 15 hours a week. Depending on Client's objectives, Client may need to allocate
more time or resources to achieve Client's desired timelines.
TRAIN THE TRAINER. ImageTrend may provide"Train-the-trainer"training for administrators as detailed
in each Work Order. Additionally,online training videos and user guides in electronic format will be
made available via ImageTrend University.
INSTRUCTIONS. ImageTrend will provide installation instructions and assistance for installation of the
Software on the Servers appropriate to the License selection in the Work Order per the table above at
(e.g. Client Hosted on premise license) as detailed in Service Level Attachment, below.
SOFTWARE SUPPORT. ImageTrend shall provide Software Support as detailed in the Service Level
Attachment, below.
2 April 2020 www.imagetrend.com Page 117 of 44
I MAG ETRENu
TRAINING USAGE AND EXPIRATION.The training line items and quantities as detailed in price table
attached must be delivered within 2 years of the Effective Date. It shall be Client's responsibility to
request the training session(s).Training not used within the 2 year cut-off shall expire and no refund or
credit will be payable to Client.
SECTION 5. SOFTWARE WARRANTIES.
PERFORMANCE WARRANTY. ImageTrend warrants that the Software will conform to the specifications
as set forth in the Licensed Information. However,this warranty shall be revoked in the event that any
person other than ImageTrend and its agents make any unauthorized modification or change to the
Software in any manner outside of the configuration available within the Software's built-in
functionality. This warranty does not apply to data extracted from the system.
OWNERSHIP WARRANTY. ImageTrend represents that it is the owner of the entire right,title, and
interests in and to the Software, and that it has the sole right to grant licenses thereunder, and that it
has not knowingly granted licenses thereunder to any other entity that would restrict rights granted
hereunder to Client.
LIMITATIONS ON WARRANTY. All of ImageTrend's obligations under this Section shall be contingent on
Client's use of the Software in accordance with this Agreement and in accordance with ImageTrend's
instructions as provided by ImageTrend in the Licensed Information, and as such instructions may be
amended, supplemented,or modified by ImageTrend from time to time. ImageTrend shall have no
warranty obligations with respect to usage which does not conform with ImageTrend's instructions as
provided by ImageTrend in the Licensed Information. ImageTrend shall have no warranty obligations
with respect to any failures of the Software which are the result of accident,abuse, misapplication,
extreme power surge or extreme electromagnetic field of a Client device. in addition to any other
limitation on warranty or liability; Client's sole remedy for breach of warranty related to or arising out of
the Software, or a defect with the Software,shall be at Client's option 1) repair of the Software or
defect, 2)termination of this Agreement for convenience as outlined elsewhere in this Agreement.
THE EXPRESS WARRANTIES PROVIDED HEREIN ARE THE ONLY WARRANTIES MADE BY ImageTrend WITH
RESPECTTO THE SOFTWARE AND SUPERSEDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO,ANY WARRANTIES OF MERCHANTABILITY AND WARRANTIES FOR
ANY SPECIAL PURPOSE.
SECTION 6. MAINTENANCE.
ImageTrend shall provide scheduled updates and new releases far the Software, as well as defect
correction as needed per the Service Level Agreement, attached for so long as Client has contracted for
support (as indicated by a recurring fee containing the product name and word 'Support').Specific out-
of-scope system enhancement requests are excluded from support. Should Client desire specific source-
code level modifications to the system, Client may submit a request to ImageTrend's UserVoice page at
https!//ImageTrend.uservoice.com/.
SECTION 7. RETURN OF DATA.
Upon termination of this Agreement for any reason, Client may request ImageTrend provide to Client a
2 April 2020 www.imagetrend.com Page 118 of 44
I M AG E TR END,
copy of Client's data. ImageTrend will produce this data by first using relevant export functionality
provided by the application,e.g.for ImageTrend Elite the data would be produced as a NEMSIS Version
3 XML file(s),or by other native data export format should the application provide no export
functionality. ImageTrend may redact or remove ImageTrend trade secret and confidential information,
such as database schema design details, or data which is used solely in an operational or administrative
fashion (e.g. data which was never entered by Client end-users). For clarity, ImageTrend may not redact
or remove data that Client or Client's end-users entered. ImageTrend will provide this exported data to
Client via secure electronic transfer,such as SFTP/FTPS. ImageTrend shall have 90 days from Client's
request to produce the native data export for Client. Should Client desire the data to come in any
alternative format, or be in any way different than as described in this section, Client must request those
services from ImageTrend separately on a Time and Materials basis under its own time frame.
ImageTrend will make efforts to accommodate Client's request, but ImageTrend is under no obligation
to do so.
SECTION 8. IMAGETREND ELITE AUTHORIZED USERS AND SCOPE OF USAGE
This Grant of License is strictly conditioned on the Software being used by only Authorized Users.
ImageTrend may audit Client's Software, users, and usage to ensure compliance with the scope of usage
detailed by this Agreement, in ImageTrend's discretion. Non-compliance with the scope of usage shall
be considered a material breach.
If this Agreement is for the licensing of ImageTrend Elite EMS,the following scope of usage and
Authorized User definitions apply.
Organization Type Organization Definition Authorized User Definition
Private Agency Client responds to emergency All employees&contractors of Client
medical incidents for-profit or who respond to emergency medical
not-for-profit and the Client is incidents in the regular scope of their
not a Governmental Entity. j employment
Public Agency,County, Client responds to emergency All employees &contractors of Client
Region, or City for its medical incidents and transports who respond to emergency medical
own employed EMS patients therefrom and is a incidents in the regular scope of their
workers ("Public Governmental Entity employment
Agency")
Hospital or Health Client is a 1) hospital, 2) health All employees &contractors of Client
Network network,3)or other medical who respond to emergency medical
institution that provides care incidents in their regular scope of
which does not involve employment at or from the named
responding to emergency Hospital brick-and-mortar locations. If
medical incidents and the specific brick-and-mortar
transporting patients therefrom location(s) is not named in a Work
as a primary service of the Order,then it shall be interpreted as
I organization; and Client is the brick-and-mortar location from
recognized and licensed as such which the Client primary contact,
by the Client's governing State Mark Rauscher or their successor,
conducts their job duties most
frequently.
2 April 2020 www.imagetrend.com Page I 19 of 44
I MAG ETREIVDo
State, County, Region, Client is a Governmental Entity Licensed individuals within Client's
City for its constituents with authority or a official legal or governing jurisdiction and
mandate to improve,facilitate, geographic boundary, who to respond
organize,surveil, investigate, i to emergency medical incidents in the
report, collect reports of, or regular scope of their employment,
otherwise govern public health and not individuals whose primary job
matters; or another entity acting duty involves law enforcement.
under a grant or contract of and
_ for equivalent authority
Group Purchase (Multi- Client(s) are a plurality of Private All employees&contractors of each
Agency) Agencies and/or Public Agencies named organization,who respond to
i emergency medical incidents
Financing Party(e.g. Client is an entity which does not . All employees &contractors of third
billing company) on respond to emergency medical party beneficiary Public or Private
behalf of incidents or provide for the care Agency, who respond to emergency
Agency/City/County or transportation of patients; medical incidents in the regular scope
third party beneficiary rather Client is an entity who of their employment.
procures or pays for a third party
beneficiary who is a Private or
Public Agency.
2 April 2020 www.imagetrend.com Page 20 of 44
S AG ETR END
PRICE SHEET AND WORK ORDER ATTACHMENT
The prices below are based on the following SaaS transaction volumes, as provided by Client:
110,000 Incidents annually
One Time Fees
Description SKU Unit Price Qty Extended Custom
Amount Description
FliteTM'EMS Setup ELT:003.002.0 $22,500..00 1, $22,500.00 1 To be invoiced
01 ! to Fart Worth
Data Mart'""License Ongoing FLT.001.001.0 $50,000.00 1 $50,000.00 To be Invoiced
Automated Delivery 17 to Fort Worth
Data Mart'""License Ongoing ELT.001.001.0 $25,000.00 1 $25,000.00 To be invoiced
Automated Delivery Additional Data 18 to Fort Worth
Source
i i
Total One-Time Fees:$97,500.00
Recurring Fees_
v- �.. ipt n SKU Unit Price Qty Extended custom
Amount Description=
Elite'"'EMS-SaaS *includes Elite'"" ELT.001.002,0 $1.00 101,250 $101,250.00 To be Invoiced
Field 10 to MedStar on
behalf of Fort
Worth
EMS w/NFIRS Reporting FLT.001.002.0 $34,105.00 _i
1 $34,105.00 To be Invoiced
20 to Fort Worth
I I '
CAD Distribution ELT.002.007.0 $5,000.00 f 1 $5,000.00 To be Invoiced
Ol to MedStar on
behalf of Fort
Worth
Other CAD Vendor FLT.002.007.0 $0.00 1 $0.00
19
TeleStaff Distribution ELT,002.011.0 $15,000.00 i 1 i $15,000,00 To be Invoiced
04 to Fart Worth
Data Mart'"License Ongoing ELT.005.001.0 $12,500.00 1 $12,500.00 i To be Invoiced
Automated Delivery Support 15 I to Fort Worth
i
Data Mart'"'License Ongoing ELT.005.001.0 $6,250.00 i 1 $6,250.00 To be Invoiced
Automated Delivery Additional Data 16 to Fort Worth
Source Support
Total Recurring Fees: $174,105.00
TOTAL YEAR 1: $271,605.00
2 April 2020 www.imagetreiid.com Page 121044
IMAGETRENDa`
Invoices to be Sent to Fort Worth should be sent to:
Mark Rauscher
mart<.rauscher@fortworthtexas.gov
505 W. Felix Street
Fort Worth,TX 76115
Invoices to be Sent to MedStar should be sent to:
Finance Department
MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth,TX 76116
Should Client choose not to engage with MedStar at any point in the future, Client shall be responsible
for the payment of all invoices issued pursuant to this contract.
Payment Terms:
• "One Time Fees" are due once, as specified by the Milestone terms below.
• "Recurring Fees" are annual fees which recur each year. The Recurring Fees will escalate in
price annually by 3% beginning on 11/20/2020 and each year thereafter.
• All "Recurring Fees"to be invoiced to Fort Worth will be invoiced annually in advance with the
commencement date pursuant to the Milestones outlined below.
• All "Recurring Fees"to be invoiced to MedStar on behalf of Fort Worth will be billed monthly in
arrears based on actual audited runs each month with the commencement date pursuant to the
Milestones outlined below.
• ImageTrend may temporarily suspend performance (e.g. cease to provide access, hosting,
support) due to Client's breach of contract provided Client shall have 30 days to cure such
breach before ImageTrend may suspend performance.
• ImageTrend may charge to Client a late fee of 1.5% per month, or the highest rate allowed
under the law,whichever is lower, on any overdue amounts. Client also agrees ImageTrend may
charge to Client all reasonable costs and expenses of collection, including attorneys'fees where,
in ImageTrend's discretion, payments are consistently deficient or late.
• All Annual SaaS Fees are based upon anticipated transaction volumes (as provided by Client) and
are subject to an annual usage audit. ImageTrend reserves the right to increase fees in
accordance with increased transaction volume per the Unit Price listed in the tables above.
• ImageTrend will not be responsible for third-party fees related to this Agreement unless
specifically outlined by this Agreement.
2 April 2020 www.imagetrend.corn Page 122 of 44
MAG E TREND,.
Optional Items
Items in the table below are not goods or services currently contracted or provided by this Agreement,
rather,they are included to allow Client to add those goods or services by first providing written notice
to ImageTrend,subsequently ImageTrend will provide Client with a Work Order for the Optional item,
and upon Client's signature of that Work Order, ImageTrend will begin the work.
Description
Account Advisement ELT.006.003.011 $12,600.00 ImageTrend offers advisement services to
Services Level 1 provide clients a single point of contact to
review various facets of their application
and provide guidance on best practices.
Level 1 includes a one hour per week phone
check in, coordination of upgrades when/if
needed and an advocate for non-support
related items. _
Webinar Training 2hr ELT.006.003.009 $350.00 Training sessions that are completed via
Session Webinar(maximum of 2 hours per session).
Topics can include administrator or user
education, in-depth education on various
modules or features of the system, or
learning how to better use Report Writer. _
Onsite Training ELT.006.003.004 $1,400.00 Training that is to be completed onsite at
Session -8 Hours the client's location.Training topics can
range from administrator training to user
education to in-depth Report Writer usage.
......... ---
Travel ELT.006.003.008 $1,750.00
--------------------------------------------------------------------------------------------------------------------------------------------------------------__.M_.---------._---------------
MILESTONE 1
Project Kick Off. ImageTrend will designate an implementation coordinator. The implementation
coordinator will schedule a "Kick Off Call"with Client where the implementation coordinator outlines the
implementation process, gives an overview of the Client's order, and starts discovery of how the Client's
processes work. This Project Kick Off Milestone is complete when: 1) Client has been assigned an
implementation coordinator, and 2)the Kick Off Call has occurred
ExtendedUnit Price Quantity Amount
Rescription
EliteW EMS Setup $22,500.00 1 $22,500.00
t
Data Mart"' License Ongoing
Automated Delivery $50,000.00 1 $50,000.00 j
Data Mart`"` License Ongoing
Automated Delivery Additional Data $25,000.00 1 $25,000.00
Source -
Milestone 1Total $97,500,00
2 April 2020 www.imagetrend.com Page 23 of 44
IMAGETREND°
-------------------------------------------------........------------------------------•-------------.........--------.-.-.-----------------------------------------------------------.....
MILESTONE 2
Site Available. ImageTrend software is available via the Web. This Site Available Milestone is complete
when ImageTrend has provided Client: 1) at least one web URL to the ImageTrend software, and 2) a
system administrator account with login credentials, and 3) Client is able to log into the ImageTrend
software at that URL.
QuantityDescription Unit Price
EliteT" EMS-SaaS *Includes EliteTM
Field $1.00 101,250 $101,250.00
GEMS w/NFIRS Reporting $34,105,00 1 $34,105.00
Milestone 2 Total $135,355.00
---------------------------------------------------------------------------------------------------------------------------------------------------------- _-----
MILESTONE 3
Go Live. The parties understand that while the system can be infinitely configured and refined, that the
software system must reach a level of readiness and it must"go-live"for usage by the end-users in its
intended use cases. Client may desire staged roll out of different features or products for large
implementations, or Client may desire to have all functions go live all at once. In the interest of defining a
fair and objective measurement point, this Go Live Milestone will be complete when the Client's Software
system processes, receives, transmits, generates, or otherwise interacts with the first non-test data
record, excluding non-test data which is migrated on a one-time basis from another system.
_ Quantity
CAD Distribution $5,000.00 1 $5,000.00 j
Other CAD Vendor $0.00 _._.. _....---._. .-1 $0.00
TeleStaff Distribution $15,000.00 1 $15,000.00
Data Mart"" License Ongoing
Automated Delivery Support $12,500.00 $12,500,00 1
Data Mart'" License Ongoing
Automated Delivery Additional Data $6,250.00 1 $6,250.00
Source Support
Milestone 3 Total $38,750.00
2 April 2020 www.imagetrend.com Page 24 of 44
I MAG ETREND"
SERVICE LEVEL AGREEMENT ATTACHMENT
This attachment exists for the purpose of creating an understanding between ImageTrend and Client
who elects to host the application on ImageTrend's servers. It is part of our guarantee for exceptional
service levels for as long as the system annual support fee is contracted.This Service Level Agreement
(SLA) applies to any site or application hosted in our datacenter as contracted.
Hosting at the ImageTrend's Datacenter
ImageTrend's hosting environment provides 99.5%availability and is comprised of state-of-the-art Blade
Servers and SAN storage that are configured with the no single point of failure through software and
infrastructure virtualization, blade enclosure redundancies and backup storage policies. Our Microsoft
SOFS SAN has a fiber channel backend, has dual storage controllers with redundant power supplies and
redundant paths to disk, and hot swappable drives. We do offsite replication to disk on a second SAN.
Scheduled maintenance and upgrades do not apply to the system availability calculation and all Clients
are properly notified of such scheduled occurrences to minimize accessibility interruptions.
Maintenance occurs the last Wednesday of each month between 9 and 11pm Central.
Hardware
ImageTrend server hardware is configured to prevent data loss due to hardware failure and utilize the
following to ensure a quick recovery from any hardware related problems.
1. Independent Application and Database Servers
o Microsoft SQL Server 2014
o Microsoft Windows Server 2016
2. Redundant Power Supplies
3. Off-Site Idle Emergency Backup Servers (optional)
4. Cisco 5516x ASA Firewall with IDS/IPS and VPN
5. Redundant Disk configuration
6. Disk Space allocation and Bandwidth as contracted
Physical Facility
The ImageTrend utilizes industry leading colocation facilities are located in Eagan, Minnesota and Dallas
Forth-Worth. Requirements such as power supply and power conditioning, normal and peak bandwidth
capacity, security and fail over locations are all part of an overall strategy to provide the most reliable
hosting facility possible.
1. UL Certified® containerized power units feed each data hall
2. High-efficiency Tri-mode cooling design &delivery offers RUE reduction
3. Diverse &secure utility entry points
4. Dual MMRs (Meet-Me-Rooms) offer unsurpassed network-neutral fiber interconnection to a
multitude of providers
5. Independent on-site A& B power generation
6. Multi-MegaWatt utility feeds in a fully redundant (2N)A/B configuration
2 April 2020 www.imagetrend.corn Page 125 of 44
IMAGE TREND,,
7. 20MW of power capacity
Data Integrity
ImageTrend applications are backed up daily allowing for complete recovery of data to the most recent
backup:
1. Daily Scheduled Database and Application Backups.
2. Daily Scheduled backup Success/Failure notification to ImageTrend staff
Application and Hosting Support
ImageTrend provides ongoing support as contracted for their applications and hosting services,
including infrastructure.This includes continued attention to product performance and general
maintenance needed to ensure application availability.Support includes technical diagnosis and fixes of
technology issues involving ImageTrend software. ImageTrend has a broad range of technical support
services available in the areas of:
o Web Application Hosting and Support
o Subject Matter Expert Application Usage Support
o Web Application Development/Enhancement
o Database Administration/Support
o Project Management
o Systems Engineering/Architecture
ImageTrend offers multi-level technical support, based on level-two usersupport by accommodating
both the general inquiries of the administrators and those of the system users. We will give the
administrators the ability to field support for the system as the first level of contact while providing
them the option to refer inquiries directly to ImageTrend.
ImageTrend's Support Team is available online 24/7 at www,iniagetrend.com/support with the call
center staffed Monday through Friday from 7:30 am to 6:00 pm CST at
Toll Free: 1-888-469-7789
Phone:952-469-1589
Online Support
ImageTrend offers an online support system which incorporates around-the-clock incident reporting of
all submitted tickets to ImageTrend's application support specialists. Once a Client submits a support
ticket, he or she can track the progress with a secure login to the support application. The system
promotes speedy resolution by offering keyword-based self-help services and articles in the
knowledgebase, should Clients wish to bypass traditional support services.Ticket tracking further
enhances the efforts of Support Desk personnel by allowing ImageTrend to identify patterns which can
then be utilized for improvements in production, documentation, education and frequently asked
questions to populate the knowledgebase.The support ticket tracking system ensures efficient
workflow for the support desk specialists while keeping users informed of their incident's status.
Support patterns can be referenced to populate additional knowledgebase articles.
2 April 2020 www.imagetrend.com Page 126 of 44
MAGETRENDm
Incident Reporting Malfunctions
ImageTrend takes all efforts to correct malfunctions that are documented and reported by the Client.
ImageTrend acknowledges receipt of a malfunction report from a Client and acknowledges the
disposition and possible resolution thereof according to the chart below.
Severity Level Example Acknowledgement of Error Goal timellne to',,q
Notice respond
resolution plan
High/Site Down i -Complete shutdown or partial Within orre(1)hour of initial Six hours
shutdown of one or more Software notification during business hours
functions or via support.imagetrend.com
Access to one or more Software
functions not available
-Major subset of Software application
impacted that is necessary for usage of
the software
Medium Minor subsystem failure Within four (4) hours of initial 24 Business hours
-data entry or access impaired on a notification
limited basis.
Low -User error(i.e.training)or forgotten Same day or next business day of As appropriate
passwords initial notification depending on nature
issue can or must be delegated to
re issue and party
local Client contact as a first level of responsible for
resolution
response for resolution —
Service Requests(enhancements) J
ImageTrend maintains a UserVoice page for its products. UserVoice is a voting platform that allows
customers to suggest and vote on enhancement ideas. UserVoice helps ImageTrend prioritize the most
important product enhancements across all ImageTrend users. That portal is available at
https://imap,etrend.uservoice.com (requires valid ImageTrend credentials). If an enhancement request is
specific to one Client and deemed to be outside of the original scope of the product,then the
enhancement will be evaluated by the product management team.After this, ImageTrend may present
a High Level Estimate of the work effort involved with developing the feature. If that high level estimate
is approved by the Client, a Statement of Work is written and presented to the Client.These requests
are subject to our standard rates and mutual agreement. Clients review and approve the scope,
specification and cost before work is started to ensure goals are properly communicated.
Product release management is handled by ImageTrend using standard development tools and
methodologies. Work items including,tasks, issues, and scenarios are all captured within the system.
Releases are based on one or more iterations during a schedule development phase.This includes by
not limited to: development, architecture,testing, documentation, builds,test and use cases.
Submissions of issues or requests are documented within our Product Management system and from
there workflow is created to track the path from initial request to resolution.
2 April 2020 www.imagetrend.com Page 127 of 44
IMAGETREND,-'
Out of Scope
Client may contract with ImageTrend for Out of Scope services. This will require a separate Statement of
Work and will be billed at ImageTrend's standard hourly rate.
Maintenance and Upgrades
System/product maintenance and upgrades, if applicable, are included in the ongoing support and
warranty as contracted. These ensure continued attention to product performance and general
maintenance.Scheduled product upgrades include enhancements and minor and major product changes.
Customers are notified in advance of scheduled maintenance. It is the Client's responsibility to accept all
offered updates and upgrades to the system. ImageTrend Elite customers have the option of enrolling in
one of the release rounds as detailed below to provide greater control over the update schedule. To
choose a release round, please inform your Implementation Coordinator, or ImageTrend Support if you
wish to change your original selection. If the Client does not accept these updates, Client is advised that
ImageTrend, at its discretion, reserves the right to limit support offered for previous versions. All code
releases maintain the integrity of any client specific configurations (i.e. templates, addresses, staff
information, active protocols, etc.).
Release Groups
Release Group 1 Updates occur every 2 weeks, and includes the demo site and sites which are still in
implementation(not yet live). It occurs between Wednesday and Monday, depending
on the specific release.
Release Group 2 This round includes the majority of current sites. Clients are sent a notification email
(default) approximately one week ahead of time with the date/time of the update, and the
highlights of the release. Release notes are also made available.These updates occur
every two weeks, approximately one week after Release Group 1.This update always
occurs on a Wednesday, between gam and 1pm Central Time.
Release Group 3 This group of sites receives updates once a month.Clients are sent a notification email
approximately one week ahead of time with the date/time of the update, and the
highlights of the release. This update always occurs on the first Tuesday of every
month between Sam and 9am Central Time. This version is the latest Stable release
(e.g. not the latest release from Round 1 or 2, instead a trailing release)
Escalation
Our support staff is committed to resolving your issues as fast as possible. If they cannot resolve your
issue,they will identify the course of action that they will be taking and indicate when an answer will be
available. They in turn will seek assistance from the designated developer. The next level of escalation
goes to the Project Manager,who also addresses all operational issues on an ongoing basis and reviews
the issue log regularly to assess product performance and service levels. Senior Management will handle
issues requiring further discussion and resolution.Any issues to be determined to be of a critical nature
are immediately escalated accordingly.
2 April 2020 www.imagetrend.com Page 128 of 44
I MAG ETREND"
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:
■ 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.
■ 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.
■ Issues arising from bugs, defects, or other problems in the software,firmware, or hardware of third
pa rties.
■ Delays or failures due to circumstances beyond ImageTrend's reasonable control that could not be
avoided by its exercise of due care.
• 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.
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.
2 April 2020 www.imagetrend.corn Page 129 of 44
MAGETRENDO'
BUSINESS ASSOCIATE AGREEMENT ATTACHMENT
This Business Associate Agreement ("Agreement") dated 11/20/2019 (the "Effective Date"), is entered
into by and between Fort Worth Fire Department located at 505 W. Felix Street, Fort Worth,TX 76115
(the "Covered Entity") and ImageTrend, Inc. a Minnesota corporation (the "Business Associate").
WHEREAS, Covered Entity(also referred to as "Client")and Business Associate have entered into, or are
entering into, or may subsequently enter into, agreements or other documented arrangements
(collectively,the "Business Arrangements") pursuant to which Business Associate may provide products
and/or services for Covered Entity that require Business Associate to access, create and use health
information that is protected by state and/or federal law; and
WHEREAS, pursuant to the Administrative Simplification provisions of the Health Insurance Portability
and Accountability Act of 1996 ("HIPAA"), the U.S. Department of Health & Human Services ("HHS")
promulgated the Standards for Privacy of Individually Identifiable Health Information (the "Privacy
Standards"), at 45 C.F.R. Parts 160 and 164, requiring certain individuals and entities subject to the
Privacy Standards (each a "Covered Entity", or collectively, "Covered Entities")to protect the privacy of
certain individually identifiable health information ("Protected Health Information", or"PHI");and
WHEREAS, pursuant to HIPAA, HHS has issued the Security Standards (the"Security Standards"), at 45
C.F.R. Parts 160, 162 and 164,for the protection of electronic protected health information ("EPHI");
and
WHEREAS, in order to protect the privacy and security of PHI, including EPHI, created or maintained by
or on behalf of the Covered Entity,the Privacy Standards and Security Standards require a Covered
Entity to enter into a "business associate agreement"with certain individuals and entities providing
services for or on behalf of the Covered Entity if such services require the use or disclosure of PHI or
EPHI; and
WHEREAS, on February 17, 2009,the federal Health Information Technology for Economic and Clinical
Health Act was signed into law(the"HITECH Act"), and the HITECH Act imposes certain privacy and
security obligations on Covered Entities in addition to the obligations created by the Privacy Standards
and Security Standards;and
WHEREAS,the HITECH Act revises many of the requirements of the Privacy Standards and Security
Standards concerning the confidentiality of PHI and EPHI, including extending certain HIPAA and HITECH
Act requirements directly to business associates; and
WHEREAS, Business Associate and Covered Entity desire to enter into this Business Associate
Agreement;
NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement and the
Business Arrangements, and other good and valuable consideration,the sufficiency and receipt of which
are hereby severally acknowledged,the parties agree as follows:
1. Business Associate Obligations. Business Associate may receive from Covered Entity, or create
or receive on behalf of Covered Entity, health information that is protected under applicable
state and/or federal law, including without limitation, PHI and EPHI. All capitalized terms not
2 April 2020 www.imagetrend.com Page 30 of 44
I MAG ETREND"
otherwise defined in this Agreement shall have the meanings set forth in the Privacy Standards,
Security Standards or the HITECH Act, as applicable (collectively referred to hereinafter as the
"Confidentiality Requirements"). All references to PHI herein shall be construed to include EPHI.
Business Associate agrees not to use or disclose(or permit the use or disclosure of) PHI in a
manner that would violate the Confidentiality Requirements if the PHI were used or disclosed by
Covered Entity in the same manner.
2. Use of PHI. Except as otherwise required by law, Business Associate shall use PHI in compliance
with 45 C.F.R. § 164.504(e). Furthermore, Business Associate shall use PHI (1)solely for Covered
Entity's benefit and only for the purpose of performing services for Covered Entity as such
services are defined in Business Arrangements, and (ii) as necessary for the proper management
and administration of the Business Associate or to carry out its legal responsibilities, provided
that such uses are permitted under federal and state law. Covered Entity shall retain all rights in
the PHI not granted herein.
3. Disclosure of PHI. Subject to any limitations in this Agreement, Business Associate may disclose
PHI to any third party persons or entities as necessary to perform its obligations under the
Business Arrangement and as permitted or required by applicable federal or state law. Further,
Business Associate may disclose PHI for the proper management and administration of the
Business Associate, provided that(i)such disclosures are required by law, or(ii) Business
Associate: (a) obtains reasonable assurances from any third party to whom the information is
disclosed that it will be held confidential and further used and disclosed only as required by law
or for the purpose for which it was disclosed to the third party; (b) requires the third party to
agree to immediately notify Business Associate of any instances of which it is aware that PHI is
being used or disclosed for a purpose that is not otherwise provided for in this Agreement or for
a purpose not expressly permitted by the Confidentiality Requirements. Additionally, Business
Associate shall ensure that all disclosures of PHI by Business Associate and the third party
comply with the principle of"minimum necessary use and disclosure," i.e., only the minimum
PHI that is necessary to accomplish the intended purpose may be disclosed; provided further,
Business Associate shall comply with Section 13405(b) of the HITECH Act, and any regulations or
guidance issued by HHS concerning such provision, regarding the minimum necessary standard
and the use and disclosure (if applicable)of Limited Data Sets. If Business Associate discloses
PHI received from Covered Entity, or created or received by Business Associate on behalf of
Covered Entity,to agents, including a subcontractor(collectively, "Recipients"), Business
Associate shall require Recipients to agree in writing to the same restrictions and conditions that
apply to the Business Associate under this Agreement. Business Associate shall report to
Covered Entity any use or disclosure of PHI not permitted by this Agreement, of which it
becomes aware,such report to be made within three (3) business days of the Business Associate
becoming aware of such use or disclosure. In addition to Business Associate's obligations under
Section 9, Business Associate agrees to mitigate,to the extent practical and unless otherwise
requested by Covered Entity in writing or as directed by or as a result of a request by Covered
Entity to disclose to Recipients, any harmful effect that is known to Business Associate and is the
result of a use or disclosure of PHI by Business Associate or Recipients in violation of this
Agreement.
4. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a
Designated Record Set on behalf of Covered Entity, Business Associate shall (i) provide access to,
and permit inspection and copying of, PHI by Covered Entity or, as directed by Covered Entity,
2 April 2020 www.imagetrend.com Page 131 of 44
an individual who is the subject of the PHI under conditions and limitations required under 45
CFR §164.524, as it may be amended from time to time, and (ii)amend PHI maintained by
Business Associate as requested by Covered Entity. Business Associate shall respond to any
request from Covered Entity for access by an individual within five (5) days of such request and
shall make any amendment requested by Covered Entity within ten (10) days of such request.
Any information requested under this Section 4 shall be provided in the form or format
requested, if it is readily producible in such form or format. Business Associate may charge a
reasonable fee based upon the Business Associate's labor costs in responding to a request for
electronic information (or a cost-based fee for the production of non-electronic media copies).
Covered Entity shall determine whether a denial is appropriate or an exception applies. Business
Associate shall notify Covered Entity within five (5)days of receipt of any request for access or
amendment by an individual. Covered Entity shall determine whether to grant or deny any
access or amendment requested by the individual. Business Associate shall have a process in
place for requests for amendments and for appending such requests to the Designated Record
Set,as requested by Covered Entity.
5. Accounting of Disclosures. Business Associate shall make available to Covered Entity in
response to a request from an individual, information required for an accounting of disclosures
of PHI with respect to the individual in accordance with 45 CFR§164.528, as amended by
Section 13405(c) of the HITECH Act and any related regulations or guidance issued by HHS in
accordance with such provision. Business Associate shall provide to Covered Entity such
information necessary to provide an accounting within thirty(30)days of Covered Entity's
request or such shorter time as may be required by state or federal law. Such accounting must
be provided without cost to the individual or to Covered Entity if it is the first accounting
requested by an individual within any twelve (12) month period. For subsequent accountings
within a twelve (12) month period, Business Associate may charge a reasonable fee based upon
the Business Associate's labor costs in responding to a request for electronic information (or a
cost-based fee for the production of non-electronic media copies)so long as Business Associate
informs the Covered Entity and the Covered Entity informs the individual in advance of the fee,
and the individual is afforded an opportunity to withdraw or modify the request. Such
accounting obligations shall survive termination of this Agreement and shall continue as long as
Business Associate maintains PHI.
6. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an
individual's specific authorization for the use of his or her PHI, and (i)the individual revokes such
authorization in writing, (ii)the effective date of such authorization has expired, or(iii)the
consent or authorization is found to be defective in any manner that renders it invalid, Business
Associate agrees, if it has notice of such revocation or invalidity, to cease the use and disclosure
of any such individual's PHI except to the extent it has relied on such use or disclosure, or where
an exception under the Confidentiality Requirements expressly applies.
7. Records and Audit. Business Associate shall make available to the U.S. Department of Health
and Human Services or its agents, its internal practices, books, and records relating to the use
and disclosure of PHI received from, created, or received by Business Associate on behalf of
Covered Entity for the purpose of determining Covered Entity's compliance with the
Confidentiality Requirements or any other health oversight agency, in a time and manner
designated by the Secretary. Except to the extent prohibited by law, Business Associate agrees
to notify Covered Entity immediately upon receipt by Business Associate of any and all requests
2 April 2020 www.imagetrend.corn Page 132 of 44
IMAGETRENU
by or on behalf of any and all federal, state and local government authorities served upon
Business Associate for PHI.
8. Implementation of Security Standards, Notice of Security Incidents. Business Associate will use
appropriate safeguards to prevent the use or disclosure of PHI other than as expressly permitted
under this Agreement. Business Associate will implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity and
availability of the PHI that it creates, receives, maintains or transmits on behalf of Covered
Entity. Business Associate acknowledges that the HITECH Act requires Business Associate to
comply with 45 C.F.R. §§ 164.308, 164.310, 164.312, 164.314, and 164.316 as if Business
Associate were a Covered Entity, and Business Associate agrees to comply with these provisions
of the Security Standards and all additional security provisions of the HITECH Act. Furthermore,
to the extent feasible, Business Associate will use commercially reasonable efforts to
ensure that the technology safeguards used by Business Associate to secure PHI will render such
PHI unusable, unreadable and indecipherable to individuals unauthorized to acquire or
otherwise have access to such PHI in accordance with HHS Guidance published at 74 Federal
Register 19006(April 17, 2009),or such later regulations or guidance promulgated by HHS or
issued by the National Institute for Standards and Technology ("NIST") concerning the
protection of identifiable data such as PHI. Business Associate acknowledges and agrees that the
HIPAA Omnibus Rule finalized January 25, 2013 at 78 Fed. Reg. 5566 requires Business Associate
to comply with new and modified obligations imposed by that rule under 45 C.F.R. §164.306, 45
C.F.R. § 164.308, 45 C.F.R. § 163.310,45 C.F.R. § 164,312,45 C.F.R. § 164.316,45 C.F.R. §
164.502, 45 C.F.R. § 164.504. Lastly, Business Associate will promptly report to Covered Entity
any successful Security Incident of which it becomes aware. At the request of Covered Entity,
Business Associate shall identify: the date of the Security Incident,the scope of the Security
Incident,the Business Associate's response to the Security incident and the identification of thg
party responsible for causing the Security Incident, if known. Business Associate and Covered
Entity shall take reasonable measures to ensure the availability of all affirmative defenses under
the HITECH Act, HIPAA,and other state and federal laws and regulations governing PHI and
EPHI.
9. Data Breach Notification and Mitigation.
A. HIPAA Data Breach Notification and Mitigation. Business Associate agrees to implement
reasonable systems for the discovery and prompt reporting of any"breach" of
"unsecured PHI" as those terms are defined by 45 C.F.R. §164.402 (hereinafter a "HIPAA
Breach"). The parties acknowledge and agree that 45 C.F.R. §164.404, as described
below in this Section 9.1, governs the determination of the date of a HIPAA Breach. In
the event of any conflict between this Section 9.1 and the Confidentiality Requirements,
the more stringent requirements shall govern. Business Associate will,following the
discovery of a HIPAA Breach, notify Covered Entity immediately and in no event later
than three (3) business days after Business Associate discovers such HIPAA Breach,
unless Business Associate is prevented from doing so by 45 C.F.R. §164.412 concerning
law enforcement investigations. For purposes of reporting a HIPAA Breach to Covered
Entity,the discovery of a HIPAA Breach shall occur as of the first day on which such
HIPAA Breach is known to the Business Associate or, by exercising reasonable diligence,
would have been known to the Business Associate. Business Associate will be
considered to have had knowledge of a HIPAA Breach if the HIPAA Breach is known, or
2 April 2020 www.imagetrend.com Page 133044
9MAGETREND
by exercising reasonable diligence would have been known,to any person (other than
the person committing the HIPAA Breach)who is an employee,officer or other agent of
the Business Associate. No later than seven (7) business days following a HIPAA Breach,
Business Associate shall provide Covered Entity with sufficient information to permit
Covered Entity to comply with the HIPAA Breach notification requirements set forth at
45 C.F.R. §164.400 et seq. Specifically, if the following information is known to (or can
be reasonably obtained by)the Business Associate, Business Associate will provide
Covered Entity with: (1)contact information for individuals who were or who may have
been impacted by the HIPAA Breach (e.g.,first and last name, mailing address,street
address, phone number, email address); (ii)a brief description of the circumstances of
the HIPAA Breach, including the date of the HIPAA Breach and date of discovery; (iii) a
description of the types of unsecured PHI involved in the HIPAA Breach (e.g., names,
social security number, date of birth,address(es), account numbers of any type,
disability codes, diagnostic and/or billing codes and similar information); (iv) a brief
description of what the Business Associate has done or is doing to investigate the HIPAA
Breach, mitigate harm to the individual impacted by the HIPAA Breach, and protect
against future HIPAA Breaches; and (v) appoint a liaison and provide contact
information for same so that the Covered Entity may ask questions or learn additional
information concerning the HIPAA Breach. Following a HIPAA Breach, Business
Associate will have a continuing duty to inform Covered Entity of new information
learned by Business Associate regarding the HIPAA Breach, including but not limited to
the information described in items (i)through (v), above.
B. Data Breach Notification and Mitigation Under Other Laws. In addition to the
requirements of Section 9.1, Business Associate agrees to implement reasonable
systems forthe discovery and prompt reporting of any breach of individually identifiable
information (including but not limited to PHI, and referred to hereinafter as "Individually
Identifiable Information")that, if misused, disclosed, lost or stolen, Covered Entity
believes would trigger an obligation under one or more State data breach notification
laws (each a "State Breach")to notify the individuals who are the subject of the
information. Business Associate agrees that in the event any Individually Identifiable
Information is lost,stolen, used or disclosed in violation of one or more State data
breach notification laws, Business Associate shall promptly: (i) cooperate and assist
Covered Entity with any investigation into any State Breach or alleged State Breach; (ii)
cooperate and assist Covered Entity with any investigation into any State Breach or
alleged State Breach conducted by any State Attorney General or State Consumer Affairs
Department(or their respective agents); (iii)comply with Covered Entity's
determinations regarding Covered Entity's and Business Associate's obligations to
mitigate to the extent practicable any potential harm to the individuals impacted by the
State Breach; and (iv) assist with the implementation of any decision by Covered Entity
or any State agency, including any State Attorney General or State Consumer Affairs
Department (or their respective agents),to notify individuals impacted or potentially
impacted by a State Breach.
C. Breach Indemnification. Business Associate shall indemnify, defend and hold Covered
Entity and its officers, directors, employees, agents, successors and assigns harmless,
from and against all reasonable losses, claims, actions, demands, liabilities,damages,
costs and expenses (including costs of judgments,settlements,court costs and
2 April 2020 www.imagetrend.com Page 134 of 44
reasonable attorneys'fees actually incurred) (collectively, "Information Disclosure
Claims") arising from or related to: (i)the use or disclosure of Individually Identifiable
Information (including PHI) by Business Associate in violation of the terms of this
Agreement or applicable law, and (ii)whether in oral, paper or electronic media, any
HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable
Information by Business Associate. If Business Associate assumes the defense of an
Information Disclosure Claim, Covered Entity shall have the right, at its expense and
without indemnification notwithstanding the previous sentence,to participate in the
defense of such Information Disclosure Claim. Business Associate shall not take any
final action with respect to any Information Disclosure Claim without the prior written
consent of Covered Entity. Covered Entity likewise shall not take any final action with
respect to any Information Disclosure Claim without the prior written consent of
Business Associate.To the extent permitted by law and except when caused by an act of
Covered Entity or resulting from a disclosure to a Recipient required or directed by
Covered Entity to receive the information, Business Associate shall be fully liable to
Covered Entity for any acts,failures or omissions of Recipients in furnishing the services
as if they were the Business Associate's own acts,failures or omissions.
A. If Client is a Governmental Entity the following clause does not apply: Covered
Entity shall indemnify, defend and hold Business Associate and its officers,
directors, employees, agents,successors and assigns harmless,from and against
all reasonable losses, claims,actions, demands, liabilities,damages, costs and
expenses (including costs of judgments,settlements,court costs and reasonable
attorneys'fees actually incurred) (collectively, "Information Disclosure Claims")
arising from or related to: (i)the use or disclosure of Individually Identifiable
Information (including PHI) by Covered Entity, its subcontractors, agents,or
employees in violation of the terms of this Agreement or applicable law,and (Ii)
whether in oral, paper or electronic media,any HIPAA Breach of unsecured PHI
and/or State Breach of Individually Identifiable Information by Covered Entity,
its subcontractors, agents, or employees.
B. Covered Entity and Business Associate shall seek to keep costs or expenses that
the other may be liable for under this Section 9, including Information
Disclosure Claims,to the minimum reasonably required to comply with the
HITECH Act and HIPAA.Covered Entity and Business Associate shall timely raise
all applicable affirmative defenses in the event a violation of this Agreement, or
a use or disclosure of PHI or EPHI in violation of the terms of this Agreement or
applicable law occurs.
10. Term and Termination.
A. This Agreement shall commence on the Effective Date and shall remain in effect until
terminated in accordance with the terms of this Section 10, provided, however,that
termination shall not affect the respective obligations or rights of the parties arising
under this Agreement prior to the effective date of termination, all of which shall
continue in accordance with their terms.
B. Covered Entity shall have the right to terminate this Agreement for any reason upon
thirty(30) days written notice to Business Associate.
2 April 2020 www.imagetrend.com Page 35 of 44
IMAGETREND"
C. Covered Entity, at its sole discretion, may immediately terminate this Agreement and
shall have no further obligations to Business Associate if any of the following events
shall have occurred and be continuing:
A. Business Associate fails to observe or perform any material covenant or
obligation contained in this Agreement for ten (10)days after written notice
thereof has been given to the Business Associate by Covered Entity; or
B. A violation by the Business Associate of any provision of the Confidentiality
Requirements or other applicable federal or state privacy law relating to the
obligations of the Business Associate under this Agreement.
D. Termination of this Agreement for either of the two reasons set forth in Section 10.c
above shall be cause for Covered Entity to immediately terminate for cause any Business
Arrangement pursuant to which Business Associate is entitled to receive PHI from
Covered Entity.
E. Upon the termination of all Business Arrangements, either Party may terminate this
Agreement by providing written notice to the other Party.
F. Upon termination of this Agreement for any reason, Business Associate agrees either to
return to Covered Entity or to destroy all PHI received from Covered Entity or otherwise
through the performance of services for Covered Entity,that is in the possession or
control of Business Associate or its agents. In the case of PHI which is not feasible to
"return or destroy," Business Associate shall extend the protections of this Agreement
to such PHI and limit further uses and disclosures of such PHI to those purposes that
make the return or destruction infeasible,for so long as Business Associate maintains
such PHI. Business Associate further agrees to comply with other applicable state or
federal law,which may require a specific period of retention, redaction,or other
treatment of such PHI.
11. No Warranty. PHI IS PROVIDED TO BUSINESS ASSOCIATE SOLELY ON AN "AS IS" BASIS.
COVERED ENTITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,AND FITNESS FOR A
PARTICULAR PURPOSE.
12. Ineligible Persons. Business Associate represents and warrants to Covered Entity that Business
Associate (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"); (il) 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 (lii) is not under investigation or otherwise
aware of any circumstances which may result in Business Associate being excluded from
participation in the Federal Healthcare Programs. This shall be an ongoing representation and
warranty during the term of this Agreement, and Business Associate shall immediately notify
Covered Entity of any change in the status of the representations and warranty set forth in this
section. Any breach of this section shall give Covered Entity the right to terminate this
Agreement immediately for cause.
2 April 2020 www.imagetrend.com Page 136 of 44
I MAG ETRENLY
13. Miscellaneous.
A. Notice. All notices, requests, demands and other communications required or
permitted to be given or made under this Agreement shall be in writing, shall be
effective upon receipt or attempted delivery, and shall be sent by(i) personal delivery;
(ii)certified or registered United States mail, return receipt requested; or(iii)overnight
delivery service with proof of delivery. Notices shall be sent to the addresses below.
Neither party shall refuse delivery of any notice hereunder.
If to Covered Entity:
ATTN: Compliance Department
505 W. Felix Street
Fort Worth,TX 76115
If to Business Associate:
ImageTrend, Inc.
Attn: Michael J. MCBrady
20855 Kensington Blvd.
Lakeville, MN 55044
14. Waiver. No provision of this Agreement or any breach thereof shall be deemed waived unless
such waiver is in writing and signed by the Party claimed to have waived such provision or
breach. No waiver of a breach shall constitute a waiver of or excuse any different or subsequent
breach.
15. Assignment. Neither Party may assign (whether by operation or law or otherwise) any of its
rights or delegate or subcontract any of its obligations under this Agreement without the prior
written consent of the other Party. Notwithstanding the foregoing, Covered Entity shall have the
right to assign its rights and obligations hereunder to any entity that is an affiliate or successor
of Covered Entity,without the prior approval of Business Associate.
16. Severability. Any provision of this Agreement that is determined to be invalid or unenforceable
will be ineffective to the extent of such determination without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such remaining
provisions.
17. Entire Agreement. This Agreement constitutes the complete agreement between Business
Associate and Covered Entity relating to the matters specified in this Agreement, and
supersedes all prior representations or agreements, whether oral or written, with respect to
such matters. In the event of any conflict between the terms of this Agreement and the terms of
the Business Arrangements or any such later agreement(s),the terms of this Agreement shall
control unless the terms of such Business Arrangements are more strict with respect to PHI and
comply with the Confidentiality Requirements,or the parties specifically otherwise agree in
writing. No oral modification or waiver of any of the provisions of this Agreement shall be
binding on either Party; provided, however,that upon the enactment of any law, regulation,
court decision or relevant government publication and/or interpretive guidance or policy that
the Covered Entity believes in good faith will adversely impact the use or disclosure of PHI under
2 April 2020 www.imagetrend.com Page 137 of 44
IMAGE TREND"
this Agreement,Covered Entity may amend the Agreement to comply with such law, regulation,
court decision or government publication,guidance or policy by delivering a written amendment
to Business Associate which shall be effective thirty(30) days after receipt. No obligation on
either Party to enter into any transaction is to be implied from the execution or delivery of this
Agreement. This Agreement is for the benefit of, and shall be binding upon the parties,their
affiliates and respective successors and assigns. No third party shall be considered a third-party
beneficiary under this Agreement, nor shall any third party have any rights as a result of this
Agreement.
18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the
laws of the state in which Business Associate is located,excluding its conflicts of laws provisions.
Jurisdiction and venue for any dispute relating to this Agreement shall exclusively rest with the
state and federal courts in the county in which Business Associate is located.
19. Equitable Relief. The parties understand and acknowledge that any disclosure or
misappropriation of any PHI in violation of this Agreement will cause the other irreparable harm,
the amount of which may be difficult to ascertain, and therefore agrees that the injured party
shall have the right to apply to a court of competent jurisdiction for specific performance and/or
an order restraining and enjoining any such further disclosure or breach and for such other relief
as the injured party shall deem appropriate. Such right is to be in addition to the remedies
otherwise available to the parties at law or in equity. Each party expressly waives the defense
that a remedy in damages will be adequate and further waives any requirement in an action for
specific performance or injunction for the posting of a bond.
M Nature of Agreement; Independent Contractor. Nothing in this Agreement shall be construed
to create (i) a partnership,joint venture or other joint business relationship between the parties
or any of their affiliates, or(ii)a relationship of employer and employee between the parties.
Business Associate is an independent contractor, and not an agent of Covered Entity. This
Agreement does not express or imply any commitment to purchase or sell goods or services.
21. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
document. In making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart executed by the party against whom enforcement of this
Agreement is sought. Signatures to this Agreement transmitted by facsimile transmission, by
electronic mail in portable document format(".pdf")form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document,will have the
same force and effect as physical execution and delivery of the paper document bearing the
original signature.
2 April 2020 www.imagetrend.com Page t 38 of 44
IMAGE TREND .
IN WITNESS WHEREOF:the undersigned parties,each having authority to bind their respective
organizations, hereby agree
Client ImageTrend
Sign atu re:.. Signature:,&,.
Print Name: Valerie Washington Print Name: Joseph T.Graw
Title: Assistant City Manager Title: president/C00
Date: May 6,2020 Date: May 5,2020
2 April 2020 www.imagetrend.com Page 39044
DATA EXCHANGE AUTHORIZATION
Between ImageTrend, Inc. ("ImageTrend"), a Minnesota Corporation located at 20855 Kensington Blvd.,
Lakeville, MN 55044 and Fort Worth Fire Department("the Data Owner") residing at 505 West Felix
Street, Fort Worth,TX 76115 for transmitting ePHI data to Data Owner outside of the normal application
control environment.
Whereas; ImageTrend is a provider of data management services and a current Business Associate to
the Data Owner and;
Whereas;the Data Owner wishes ImageTrend to share certain ePHI data from the Data Owner's System
via the ImageTrend Data Mart, in ImageTrend's capacity as a Business Associate,with Data Owner in an
extracted raw format or backup format.
1. Data Export Purpose
The purpose of this Data Export is to provide Data Owner's data in a raw or extracted data
format.
2. Data Export Set Up
ImageTrend shall transmit to Data Owner the data identified by Data Owner during set up of
the interface and/or as identified within project plan or scoping documents ("Identified
Data"). It shall be Data Owner's responsibility to ensure that all data field selections are
correct, and that the destination address is correct. For"ImageTrend Elite Data Mart—EMS"
this includes the complete NEMSIS 3 dataset, and for"ImageTrend Elite Data Mart—Fire"
this includes the NFIRS 5.0 dataset.
3. Authorization
Data Owner hereby authorizes ImageTrend to transmit and disclose the Identified Data, and
to disclose and transmit other data reasonably necessary to achieve the data export's
purpose outlined in Section 1 above.This Agreement modifies any prior agreements of the
parties only to the extent necessary to effect this agreement, and does not otherwise
change the terms of any prior agreements between the parties. ImageTrend will only
interact with the Authorized individuals as listed below, or as otherwise instructed in writing
by Data Owner.
4. Right to Revoke or Terminate
Data Owner may terminate or revoke the right to transmit or disclose data granted to
ImageTrend by this Agreement at any time by providing reasonable written notice to
ImageTrend and providing a commercially reasonable period of time in which to effect the
termination.
2 April 2020 www.imagetrend.com Page 140 of 44
I MAG E TREND"
Authorized Individuals:
Name: Name:
Email: Email:
Role: Role:
Organization: Organization:
Name: Name:
Email: Email:
Role: Role.-
Organization: Organization:
The Data Owner has read, understands, and has authority to agree to the terms of this Agreement:
Client ImageTrend
Signature: . Signature:. �Lra
Print Name: Valerie Washington Print Name: Joseph T.Graw
Title: Assistant City Manager Title: President/COO
Date: May 6,2020 Date. May 5,2020
2 April 2020 www.imagetrend.corn Page 41 of 44
IMAGETREND`
PRODUCT SPECIFIC TERMS ATTACHMENT
DATA MART--CONTINUOUS FREQUENCY TERMS OF USE
+ GRANT OF LICENSE TO ELITE DATA MART(S) CLIENT is hereby granted a non-exclusive,
non-sublicensable, non-transferrable(except as outlined below) use license for the ImageTrend
Elite Data Mart(s) listed in Exhibit A below. CLIENT is further granted a limited right to use,
reproduce, and distribute the ImageTrend Data Dictionary(s)solely to and for authorized
employees and contractors to enable them to carry out their duties for CLIENT, and for no other
purpose.
• CONFIDENTIALITY OF IMAGETREND ELITE DATA MART(S) DATABASE(S)AND OTHER
DATABASES The schema,data structure, and overall design of the ImageTrend Elite Data
Mart(s) Database and other included databases, are hereby marked and declared Confidential
Information which constitutes valuable and proprietary work product and trade secrets of
ImageTrend. While CLIENT owns all its own data, CLIENT shall not share with, describe to, detail
to, or otherwise allow or aid a third party to reverse engineer the schema, data structure and
overall design of the ImageTrend Elite Data Mart(s)or any other ImageTrend Software or
ImageTrend database with third parties. CLIENT agrees to take reasonable measures to maintain
the secrecy of the schema, data structure, and overall design of the ImageTrend Elite Data
Mart(s), or to protect the schema, data structure and overall design of the ImageTrend Elite
Data Mart(s) in the same manner that CLIENT protects its' own trade secrets, whichever is
greater.
• CONFIDENTIALITY OF ELITE DATA DICTIONARY(S)The included ImageTrend Elite Data
Dictionary which describes the ImageTrend Elite Data Mart(s) is hereby marked and declared
Confidential Information which constitutes valuable and proprietary work product and trade
secrets of IMAGETREND. CLIENT shall not reproduce for, distribute to,grant access to, publicly
display to, nor allow the data dictionary to be used by:third parties,and/or any employee or
contractor who does not require the Elite Data Dictionary(s)to carry out their duties to CLIENT.
Upon expiry of the Elite Data Dictionary(s) license(s), CLIENT shall destroy or return all copies of
the Elite Data Dictionary(s) in CLIENT's control.
• DELIVERY OF IMAGETREND ELITE DATA MART DATA CLIENT has chosen to receive regular
deliveries of Data Mart(s) data continuously via Microsoft SSIS or as otherwise negotiated
between the parties. CLIENT should be advised that this Section 3—Grant of License does not
include the provisioning of a database instance or virtual private connection to directly run
database queries against the ImageTrend Elite Data Mart(s), rather,this section grants a license
to use the Elite Data Mart as well as contracts with IMAGETREND to provide regular delivery of
that Data to CLIENT as a service. CLIENT must host and provision it's own Microsoft SQL Server
instance or other tool to manipulate the .BAK file.
• SUPPORT FOR IMAGETREND ELITE DATA MART(S) CLIENT shall receive support for the
ImageTrend Elite Data Mart(s) under this Agreement's Service Level Agreement. Further, CLIENT
shall receive periodic updates to the ImageTrend Elite Data Mart(s) and Data Dictionary(s) along
with other regular Software updates.The Section D is not binding or valid if the CLIENT has not
contracted with IMAGETREND for Support services;Support services must be a line item in
2 April 2020 www.imagetrend.com Page 142 of 44
IMAGETREND '
Exhibit A or in other binding contracts between the parties as a condition precedent to receive
Support for the Elite Data Mart(s).
------- --- - ------- ----
DATA MART—FTP DELIVERY
• GRANT OF LICENSE TO ELITE DATA MART(S)CLIENT is hereby granted a non-exclusive,
non-sublicensable, non-transferrable (except as outlined below) use license for the ImageTrend
Elite Data Mart(s) listed in Exhibit A below. CLIENT is further granted a limited right to use,
reproduce, and distribute the ImageTrend Data Dictionary(s)solely to and for authorized
employees and contractors to enable them to carry out their duties for CLIENT, and for no other
purpose.
• CONFIDENTIALITY OF IMAGETREND ELITE DATA MART(S) DATABASE(S)AND OTHER
DATABASES The schema, data structure, and overall design of the ImageTrend Elite Data
Mart(s) Database and other included databases, are hereby marked and declared Confidential
Information which constitutes valuable and proprietary work product and trade secrets of
ImageTrend. While CLIENT owns all its own data, CLIENT shall not share with, describe to, detail
to, or otherwise allow or aid a third party to reverse engineer the schema, data structure and
overall design of the ImageTrend Elite Data Mart(s)or any other ImageTrend Software or
ImageTrend database with third parties. CLIENT agrees to take reasonable measures to maintain
the secrecy of the schema, data structure, and overall design of the ImageTrend Elite Data
Mart(s), or to protect the schema, data structure and overall design of the ImageTrend Elite
Data Mart(s) in the same manner that CLIENT protects its' own trade secrets, whichever is
greater.
• CONFIDENTIALITY OF ELITE DATA DICTIONARY(S)The included ImageTrend Elite Data
Dictionary which describes the ImageTrend Elite Data Mart(s) is hereby marked and declared
Confidential Information which constitutes valuable and proprietary work product and trade
secrets of IMAGETREND. CLIENT shall not reproduce for,distribute to,grant access to, publicly
display to, nor allow the data dictionary to be used by:third parties, and/or any employee or
contractor who does not require the Elite Data Dictionary(s)to carry out their duties to CLIENT.
Upon expiry of the Elite Data Dictionary(s) license(s), CLIENT shall destroy or return all copies of
the Elite Data Dictionary(s) in CLIENT's control.
• FTP DELIVERY OF IMAGETREND ELITE DATA MART DATA CLIENT has chosen to receive
regular deliveries of Data Mart(s) data via FTP or as otherwise negotiated between the parties.
This data shall be delivered in .BAK file format as frequently as listed in Exhibit A below. CLIENT
should he advised that this Section 3—Grant of License does not include the provisioning of a
database instance or virtual private connection to directly run database queries against the
ImageTrend Elite Data Mart(s), rather,this section grants a license to use the Elite Data Mart as
well as contracts with IMAGETREND to provide regular delivery of that Data to CLIENT as a
service. CLIENT must host and provision it's own Microsoft SQL Server instance or other tool to
manipulate the.BAK file
• SUPPORT FOR IMAGETREND ELITE DATA MART(S)CLIENT shall receive support for the
ImageTrend Elite Data Mart(s) under this Agreement's Service Level Agreement. Further, CLIENT
shall receive periodic updates to the ImageTrend Elite Data Mart(s) and Data Dictionary(s) along
with other regular Software updates.The Section D is not binding or valid if the CLIENT has not
2 April 2020 www.imagetrend.com Page 43 of 44
contracted with IMAGETREND for Support services;Support services must be aline item in
Exhibit A or in other binding contracts between the parties as a condition precedent to receive
Support for the Elite Data Mart(s).
2 April 2020 www.imagetrend.com Page 144 of 44
5/7/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTI O�RT11
DATE: 3/17/2020 REFERENCE**M&C 20- LOG NAME: 361NCIDENT SOFTWARE PURCHASE
NO.: 0133 AND MEDSTAR ILA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Purchase of Software, Maintenance, and Support with ImageTrend, Inc. for an
Electronic Patient Care Reporting and Incident Data Collection System, and Authorize
Execution of an Interlocal Agreement with MedStar Moblie Healthcare for Reimbursement
of Related Costs(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that City Council:
1)Authorize the purchase of electronic patient care reporting and fire incident record management system software from
ImageTrend, Inc. using a sole source purchasing agreement; and
2)Authorize execution of an interlocal agreement with MedStar Mobile Healthcare for the reimbursement of hardware
costs and direct payment of software costs related to the implementation and ongoing maintenance of the system (City
Project No. 102578).
DISCUSSION:
The Fire Department currently utilizes an outdated records management system for the collection of incident data and
patient care records. This requires additional time for both the entry of routine incident data as well as the transfer of
clinical records from firefighters to MedStar Mobile Healthcare (MedStar) paramedics at the incident scene. The
Metropolitan Area EMS Authority Board of Directors authorized reimbursement of costs to purchase mobile devices for
use with the ImageTrend, Inc. (ImageTrend)electronic patient care reporting (ePCR)system software. MedStar Mobile
Healthcare is the trade name for Metropolitan Area EMS Authority(MAEMSA). Reimbursement was authorized for 100
devices in an amount not to exceed $130,000.00.
Further, MedStar will directly pay costs related to the initial purchase and ongoing support and maintenance of
ImageTrend, ePCR software. Use of a common software solution as our EMS provider will permit a seamless and timely
transfer of patient clinical data at the time care is transferred from Fort Worth Fire personnel to MedStar personnel.
Additionally, the utilization of the ImageTrend Fire Record Management System (RMS)product will allow for efficient
integration of EMS incident data with other incident data in a modern RMS capable of mobile data collection. The
opportunity to receive reimbursement for hardware and software costs related to this implementation enables the City to
procure a software solution that will increase efficiency and improve patient care. The Fire Department requests
authorization to purchase RMS and ePCR software, maintenance, and support from ImageTrend through a sole source
purchase agreement and authorize the execution of an Interlocal Agreement with MedStar to permit reimbursement for
related costs.
As indicated in the table below, total costs paid by the City of Fort Worth are estimated to be$165,355.00 for
implementation. These first-year costs have been budgeted in the ITS Capital Project Fund. Ongoing annual maintenance
costs in the second year will be$69,890.65 and are expected to increase 3\% annually thereafter. Maintenance costs will
be included in the General Fund budget for IT Solutions. These costs are associated with the RMS portion of the project.
Costs associated with the ePCR software will be paid by MedStar. In the first year, this totals$106,250.00 and will be paid
directly by MedStar to ImageTrend. Additionally, MedStar will reimburse the department up to$130,000 for the purchase
of 100 iPad devices for use with the ImageTrend products as indicated in the table below. The total cost of implementing
this system in the first year is estimated at up to$401,605.00. Of this, the City of Fort Worth will be responsible for
$165,355.00 with the balance paid by MedStar.
Item Fort Worth Cost MedStar Cost
First Year ii
100 iPad Devices $0 (after reimbursement)il Up to$130,000
ePCR System and CAD Integration i� $106,250.001
Elite EMS Setup $22,500.00ii
Data Mart One Time Fees $75,000.00
apps.cfwnet.org/council_packet/mc_review.asp?ID=27702&councildate=3/17/202O 1/2
5/7/2020 M&C Review
Records Management System (RMS) $34,105.00
Staffing system integration $15,000.00ii
DataMart License and Support $18,750.00ii
Total First Year Costs: $165,355.00ii
Up to$236,250.00
Ongoing(Year 2 and on)
ePCR System and CAD Integration $109,437.501
Records Management System (RMS) $35,128.15
Staffing system integration $15,450.00ii
DataMart License and Support $19,312.50ii
Total Year 2 (Maintenance) Cost2: $69,890.65 $109,437.50
1 ImageTrend will direct bill MedStar for these charges.
2 Ongoing charges subject to annual 3\% cost increase.
Bidding: This purchase is exempt from public bidding because it is being purchased from a sole source.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations and execution of the agreements,
funds are available in the current operating budget and capital budget, as appropriated, of the General Fund and IT
Project Capital Fund and that reimbursement funds will be deposited into the General Fund. The Fire Department
(and Financial Management Services) is responsible for the collection and deposit of funds due to the City. Prior to
an expenditure being made, the participating department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID L ID Year (Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I Year I (Chartfield 2)
Submitted for City Manager's Office by_ Valerie Washington (6199)
Originating Department Head: Jim Davis(6801)
Additional Information Contact: Mark Rauscher(6803)
ATTACHMENTS
apps.cfwnet.org/council_packet/mc_review.asp?ID=27702&councildate=3/17/2020 2/2