HomeMy WebLinkAboutContract 63396CSC No. 63396
ADDENDUM TO MASTER SUBSCRIPTION AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
IMAGETREND, LLC
This Addendum to Master Subscription Agreement ("Addendum") is entered into by and
between ImageTrend, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties."
The Contract documents shall include the following:
1. The Master Subscription Agreement
2. Network Access Agreement
3. Vendor Order Form; and
4. This Addendum.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Notwithstanding any language to the contrary in the attached Master Subscription
Agreement or Vendor Order Form (the "Agreement"), the parties stipulate by evidence 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 commence on July 1, 2025 ("Effective Date") and shall
expire no later than September 30, 2028 ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties. The initial
term of this Agreement shall be divided into segments, with the first segment beginning on the
Effective Date, the second segment beginning on October 1, 2026, and the third segment beginning
on October 1, 2027. The City's annual payment to the Vendor for the initial term shall be according
to these segments. This Agreement may be renewed for two (2) one year renewal periods at the
City's option, each a "Renewal Term." The 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. Attomevs' 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.
3. 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 law 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.
4. 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
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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.
5. Sovereign Immunitv. 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.
6. Limitation of Liabilitv and Indemnitv. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
7. IP Indemnification. 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 the Agreement, it being understood that the 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 7, 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 the 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 the
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
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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 the 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.
8. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of 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 11 § 5 of the Texas Constitution, it is
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.
11. Public Information. City is a government entity under the 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
Addendum Page 3 of 9
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
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. Citv 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 computer 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 the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the 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
empl yee wh is n t le lly eli ible t per rm such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
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 the Agreement for violations of this
provision by Vendor.
Addendum Page 4 of 9
15. No Bovcott 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 2271 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 2271 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.
16. Ri2ht to 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.
17. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
18. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of
the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not have
a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
19. Insurance.
1 1 ThP_VPnrinr chap rarry the fn11mxArto inenrance cnveraae With n rnmr►anv that is
Addendum Page 5 of 9
licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include coverage
for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions) the below coverage references
Cyber Liability.
1.1.3.1. Combined limit of not less than $2,000,000 per claim;
$4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per claim;
$2,000,000 aggregate and Excess Coverage in the amount of $4,000,000. Excess
policy shall contain a follow -form provision and shall include coverage for
personal and advertising injury. The excess policy shall cover amounts for any
claims not covered by the primary Technology Liability policy. Defense costs shall
be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts exclusion
only applicable after final adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of, copyright,
trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Vendor under this Agreement;
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable
Addendum Page 6 of 9
if coverage meets all other requirements. Technology coverage shall be
written to indicate that legal costs and fees are considered outside of the
policy limits and shall not erode limits of liability. Any deductible will be
the sole responsibility of the Vendor and may not exceed $250,000 without
the written approval of the City. Coverage shall be claims -made, with a
retroactive or prior acts date that is on or before the effective date of this
Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
Addendum Page 7 of 9
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
AK"-A��
By: Dianna Giordano (Jun 10, 2025 10:48 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 06/10/2025
ImageTrend, LLC:
Jon Sachs (Jun 2, 202510:14 MDT)
By:
Name: Jon Sachs
Title: CF0
Date: 06/02/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
By.
Name: Taylor Paris
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: 25-0392
Approved: 5/13/2025
1295: 2025-1291511
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Steven Vandever (Jun 3, 2025 11:08 CDT)
Name: Steven Vandever
Title: Senior Manager, IT Solutions
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City Secretary: °ap�o °moo
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 8 of 9
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 City network and required
systems as requested by Contract Compliance Manager.
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 software, modules and vault setup, implementation, support and
maintenance. 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 Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement
will expire at the completion of the contracted services, or upon termination of the contracted services,
whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with City Secretary Contract No.
Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually 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 (30) 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
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor 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 Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, 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 Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this 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 Contractor. 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. Contractor 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. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City -issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor 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. Contractor 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 Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. 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 Contractor -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 of Network credentials.
(signature page follows)
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
AAry
By: Dianna Giordano (Jun 10, 2025 10:48 CDT)
Dianna Giordano
Assistant City Manager
Date: 06/10/2025
APPROVED AS TO FORM
AND LEGALITY:
By:
Taylor Paris
Senior Assistant City Attorney
ATTEST:
By:
Jannette Goodall
City Secretary
ImageTrend, LLC:
,Ion Sachr
By: Jon Sachs (Jun 2, 202510:14 MDT)
Name: Jon Sachs
Title: CFO
Date: 0 6/022/2025
ImageTrend 2
Master Subscription Agreement
This Master Subscription Agreement (the "MSA") is between the Customer listed in the signature block
below ("Customer") and ImageTrend, LLC ("ImageTrend"), a Minnesota entity. (each, a "Party" and
together, the "Parties.")
The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase
ImageTrend's Services and Professional Services as described in an Order Form, Statement of Work or
other document signed or agreed to by the Parties.
In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order
Form or Statement of Work, the terms of the Order Form or Statement of Work shall control.
SECTION 1. ACCESS TO THE SERVICES
1.1 Service. ImageTrend will make the Services and Customer Data available pursuant to this Agreement
and the applicable Order Form(s) in accordance with Customer's Service Plan. ImageTrend will use
commercially reasonable efforts to make the Services available pursuant to the Service Level Agreement
which is located at https://www.imaaetrend.com/leaal/sla.
1.2 Support. ImageTrend will, at no additional charge, provide Customer standard customer support for
the Services as detailed on the Site at https://www.imaizetrend.com/saport/.
1.3 Implementation Services. ImageTrend may provide Implementation Services subject to the terms and
conditions stated in a Project Plan. Any education or training hours expire one year from the date of
execution of such Order Form.
1.4 Professional Services. ImageTrend may provide Professional Services, including education or training,
subject to the terms and conditions stated in a Project Plan or Statement of Work. Any education or training
hours expire one year from the date of execution of such Statement of Work.
1.5 Updates. Customer acknowledges that ImageTrend may update the features and functionality of the
Services during the Subscription Term. Customer will be notified prior to upgrade or maintenance releases.
ImageTrend will not materially decrease the overall functionality of the Services purchased by Customer
during the Subscription Term. ImageTrend shall provide Customer with thirty (30) days' advance notice of
any deprecation of any material feature or functionality.
SECTION 2. USE OF THE SERVICES
2.1 Compliance. Customer is responsible for compliance with the provisions of this Agreement for any and
all activities that occur under an Account. Without limiting the foregoing, Customer will ensure that its use
of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices,
agreements or other obligations Customer may maintain or enter into.
2.2 System Requirements. Customer is responsible for procuring and maintaining the network connections
that connect Customer's network to the Services including, but not limited to, browser software that
supports protocols used by ImageTrend, including the Transport Layer Security (TLS) protocol or other
ImageTrend 2
protocols accepted by ImageTrend. ImageTrend assumes no responsibility for the reliability or performance
of any connections as described in this Section.
2.3 No Competitive Access. Customer may not access the Services for competitive purposes or if Customer
is a competitor of ImageTrend, LLC.
2.4 Product Specific Terms. The provision and use of certain Services are subject to ImageTrend's Product
Specific Terms located at htWs://www.imaaetrend.com/leaal/yroductspecificterms.
SECTION 3. TERM, CANCELLATION AND TERMINATION
3.1 Term. The term of this Master Subscription Agreement begins on the date this MSA is fully executed
(the "Effective Date") and will remain in effect until Customer no longer has a valid Order Form or
Statement of Work in effect, or until this MSA is terminated in accordance with the terms hereof, whichever
occurs first. The Subscription Term will be defined in each individual Order Form. Unless a subscription to
a Service is terminated in accordance with this MSA or the applicable Order Form, or unless otherwise
stated in the applicable Order Form, Customer's subscription to a Service will automatically renew for a
one-year Subscription Term at the end of each prior Subscription Term.
3.2 Cancellation. Either Parry may elect to terminate an Account and subscription to a Service at the end
of the then -current Subscription Term by providing notice to revenueoperationsn,Ima2eTrend.com no less
than sixty (60) days prior to the end of such Subscription Term.
3.3 Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the
other Party of a material breach by the other Party if such breach remains materially uncured after thirty
(30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition
in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for
the benefit of creditors.
ImageTrend will refund any prepaid fees covering the remainder of the Subscription Term as of the effective
date of termination if this Agreement is terminated by Customer in accordance with this Section 3.3 for
ImageTrend's uncured material breach.
Customer must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all
applicable Service Order if ImageTrend terminates this Agreement for Customer's material breach in
accordance with this Section. In no event will ImageTrend's termination for cause relieve Customer of its
obligation to pay any fees payable to ImageTrend for the period prior to termination.
3.4 Non -appropriation. In the event Customer does not receive sufficient funds from the legislature that
appropriates its budget, Customer will provide ImageTrend with written notice of such non -appropriation.
In such event, the Agreement and any applicable Order Forms and Statements of Work will be terminated
at the end of the then -existing Term. ImageTrend will be entitled to payment for Services and any
Implementation Services or Professional Services provided through the date of notification or a date
determined by such legislature, whichever is later.
3.5 Export of Customer Data upon termination or expiration. Upon Customer's written request, ninety
(90) days after the effective date of termination or expiration, ImageTrend will make Customer Data
available to Customer. Thereafter, ImageTrend will delete Customer Data in accordance with NIST 800-88
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standards, unless prohibited by law or legal order. For clarity, Customer Data that has been de -identified
pursuant to section 6.5 or Aggregate Data Insights derived from Aggregate Data pursuant to section 6.6
shall not be subject to such deletion.
SECTION 4. USAGE AUDIT AND PLAN MODIFICATIONS
4.1 Usage Audit. Once per year, ImageTrend will conduct an audit of Customer's use of the Services. In
the event such audit shows increased usage beyond what is listed in the Order Form, ImageTrend will
provide 30 days' notice of an increase in fees related to such increased usage.
4.2 Payment Portals. If Customer mandates that ImageTrend use a vendor payment portal or compliance
portal that charges ImageTrend a subscription fee or a percentage of any uploaded invoice as a required
cost of doing business, Customer will be invoiced by ImageTrend for, and Customer is obligated to pay, the
cost of this fee.
4.3 Taxes. Unless otherwise stated, ImageTrend's Subscription Charges do not include any Taxes. Customer
is responsible for paying Taxes assessed in connection with the subscription to the Services except those
assessable against the ImageTrend Group measured by its net income. ImageTrend will invoice the
Customer for such Taxes if ImageTrend believes it has a legal obligation to do so and Customer agrees to
pay such Taxes if so invoiced. ImageTrend agrees to exempt Customer from any taxes for which Customer
provides to ImageTrend a tax exemption certificate prior to the issuance of an invoice; provided, however,
that no such exemption shall be extended to Customer following written notice to ImageTrend from a taxing
authority of appropriate jurisdiction that Customer does not qualify for the claimed exemption.
SECTION 5. CONFIDENTIAL INFORMATION
Each Party will protect the other's Confidential Information from unauthorized use, access or disclosure in
the same manner as each Party protects its own Confidential Information, but with no less than reasonable
care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other
Party's Confidential Information solely to exercise its respective rights and perform its respective
obligations under this Agreement and shall disclose such Confidential Information (a) solely to the
employees and/or non -employee service providers and contractors who have a need to know such
Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of
such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative
agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law
or regulation. The provisions of this Section 5 shall control over any non -disclosure agreement by and
between the Parties and any such non -disclosure agreement shall have no further force or effect with respect
to the exchange of Confidential Information after the execution of this Agreement. This section shall not
apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing
Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving
Party in violation of this Agreement. Given the unique nature of Confidential Information, the Parties agree
that any violation or threatened violation by a Party to this Agreement with respect to Confidential
Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or
threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all
legal remedies.
SECTION 6. CUSTOMER DATA SECURITY, USE AND REQUIREMENTS
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6.1 Safeguards. ImageTrend will maintain commercially reasonably administrative, physical, and
technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those
safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or
disclosure of Customer Data (other than by Customer). ImageTrend's compliance with such safeguards
shall be deemed compliance with ImageTrend's obligations to protect Customer Data as set forth in the
Agreement.
6.2 Customer Data. ImageTrend will, and Customer hereby instructs ImageTrend to, access Customer
Data to provide, secure and improve the Services. Customer is solely responsible for the accuracy, content,
and legality of all Customer Data.
6.3 Business Associate Agreement. To the extent Customer is considered a "covered entity" under 45 CFR
160.103 of the Health Insurance Portability and Accountability Act of 1996, and its implementing
regulations ("HIPAA"), the Parties shall execute a Business Associate Agreement, which shall be attached
hereto as Exhibit A and incorporated herein by reference into this Agreement once signed by the Parties.
6.4 Data Export Authorization
Customer hereby authorizes ImageTrend to transmit Customer Data to an end point as is required by the
Service in order for it to function as intended. The following products require data to be exported in order
to meet their functions:
• HIH DM Fax Treatment Query
• First Watch Distribution
• Transfers from site to site
• HDE open platform healthcare connection
6.5 De -Identification. ImageTrend may use Customer Data to create de -identified data (a "De -identified
Data Set"). Such De -identified Data Set shall no longer constitute, as applicable, identifiable Customer Data
or Protected Health Information, as defined under HIPAA at 45 CFR 160.103, and ImageTrend may, in its
discretion, transform, analyze, distribute and redistribute, create derivative works of, license, make
available to third party researchers, or otherwise use such De -identified Data Set except as limited by
applicable law and regulation. Notwithstanding any of the foregoing, ImageTrend shall create the De -
identified Data Set in accordance with the then current HIPAA standards for de -identification set forth at
45 CFR § 164.514(b).
6.6 Data Aggregation. Customer hereby grants ImageTrend a non-exclusive license during the term of this
Agreement to use, reproduce, display, make derivative or collective works of and otherwise exploit
Customer Data, including the right to compile Customer Data collected and/or combine it with data
collected from other data sources to create Aggregate Data and to use such Aggregate Data to create
Aggregate Data Insights;
6.7 Data Ownership. Customer hereby irrevocably assigns, transfers, and conveys to ImageTrend all of
the Customer's right, title, and interest in and to a De -identified Data Set and Aggregate Data Insights,
including the right to sue, counterclaim, and recover for all past, present, and future infringement,
misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world (the
"Assignment"). To the extent Customer cannot make the Assignment as a matter of applicable law,
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Customer hereby irrevocably grants to ImageTrend, without further consideration, an exclusive, perpetual,
worldwide, transferable, sublicensable (through multiple tiers), royalty -free, fully paid -up license under any
and all such rights to exercise any and all present or future rights in the De -identified Data Set and the
Aggregate Data Insights.
SECTION 7. TEMPORARY SUSPENSION
In the event ImageTrend detects or has reasonable suspicion of any Malicious Software connected to
Customer's Account or use of a Service by Customer, ImageTrend reserves the right to restrict
functionalities or suspend the Services (or any part thereof), Customer's Account or Customer's rights to
access and use the Services and remove, disable or quarantine any Customer Data or other content. Unless
legally prohibited from doing so or where ImageTrend is legally required to take immediate action,
ImageTrend will use commercially reasonable efforts to notify Customer as soon as practicable when taking
any of the foregoing actions. ImageTrend will use commercially reasonable efforts to (a) mitigate any
interruption to the Service, and (b) restore the Services as soon as practicable. ImageTrend will not be liable
to Customer or any other third party for any modification, suspension or discontinuation of Customer's
rights to access and use the Services under this Section 7. ImageTrend may refer any suspected fraudulent,
abusive, or illegal activity by Customer to law enforcement authorities at ImageTrend's sole discretion.
SECTION 8. NON-1MAGETREND SERVICES
If Customer decides to enable, access or use Non-ImageTrend Services, Customer's access and use of such
Non-ImageTrend Services shall be governed solely by the terms and conditions of such Non-ImageTrend
Services. ImageTrend does not endorse, is not responsible or liable for, and makes no representations as to
any aspect of such Non-ImageTrend Services, including, without limitation, their content or the manner in
which they handle, protect, manage or process data (including Customer Data), or any interaction between
Customer and the provider of such Non-ImageTrend Services. ImageTrend cannot guarantee the continued
availability of such Non-ImageTrend Service features. Customer irrevocably waives any claim against
ImageTrend with respect to such Non-ImageTrend Services. ImageTrend is not liable for any damage or
loss caused or alleged to be caused by or in connection with Customer's enablement, access or use of any
such Non-ImageTrend Services, or Customer's reliance on the privacy practices, data security processes or
other policies of such Non-ImageTrend Services.
SECTION 9. INTELLECTUAL PROPERTY RIGHTS
9.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective
Intellectual Property Rights. The rights granted to Customer to use the Service(s) under this Agreement do
not convey any additional rights in the Service(s) or in any Intellectual Property Rights of ImageTrend
associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated
herein, all rights, title and interest in and to the Services and all hardware, Software and other components
of or used to provide the Services and ImageTrend's machine learning algorithms, including all related
Intellectual Property Rights, will remain with ImageTrend and belong exclusively to ImageTrend.
9.2 Feedback. ImageTrend shall have a fully paid -up, royalty -free, worldwide, transferable, sub -licensable
(through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, and
incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or
other feedback regarding the Services that ImageTrend receives from Customer or other third parties acting
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on Customer's behalf ImageTrend also reserves the right to seek intellectual property protection for any
features, functionality or components that may be based on or that were initiated by suggestions,
enhancement requests, recommendations or other feedback regarding the Services that ImageTrend receives
from Customer or other third parties acting on Customer's behalf.
9.3 Use of ImageTrend Marks. Customer may only use the ImageTrend Marks in a manner permitted by
ImageTrend, provided Customer does not attempt, now or in the future, to claim any rights in the
ImageTrend Marks, dilute or degrade the distinctiveness of the ImageTrend Marks, or use the ImageTrend
Marks to disparage or misrepresent ImageTrend or ImageTrend Services. ImageTrend may use Customer
Marks with written agreement of Customer.
9.4 Ownership of Customer Data. Customer shall retain ownership rights, including all Intellectual
Property Rights, to all Customer Data.
SECTION 10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against such Party in
accordance with its terms; (b) no authorization or approval from any third party is required in connection
with such Parry's execution, delivery or performance of this Agreement; and (c) the execution, delivery and
performance of the Agreement does not and will not violate the terms or conditions of any other agreement
to which it is a party or by which it is otherwise bound.
10.2 ImageTrend Warranties. ImageTrend warrants that during an applicable Subscription Term (a)
ImageTrend does not have any express or implied obligation to a third parry which in any way conflicts
with any of ImageTrend's obligations under this Agreement; (b) the Services will perform materially in
accordance with the applicable documentation; and (c) all implementation services and will be provided in
a professional and workmanlike manner in accordance with applicable industry standards. For any breach
of a warranty in this section, Customer's exclusive remedies are those described in Section 3.3 herein. The
warranties herein do not apply to any misuse or unauthorized modification of the Services made by
Customer.
To the extent applicable, ImageTrend represents and warrants to Customer that ImageTrend (i) is not
currently excluded, debarred, or otherwise ineligible to participate in any federal health care program as
defined in 42 U.S.C. Section 1320a-7b(f) ("the Federal Healthcare Programs"); (ii) has not been convicted
of a criminal offense related to the provision of health care items or services and not yet been excluded,
debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs, and (iii) is not
under investigation or otherwise aware of any circumstances which may result in ImageTrend being
excluded from participation in the Federal Healthcare Programs. This shall be an ongoing representation
and warranty during the term of this Agreement, and ImageTrend shall immediately notify Customer of any
change in the status of the representations and warranty set forth in this section.
10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.2, THE SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF
ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND IMAGETREND EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS
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FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES
THAT IMAGETREND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR -FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE,
AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM IMAGETREND OR
THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THIS AGREEMENT.
SECTION 11. INDEMNIFICATION
11.1 Indemnification by ImageTrend. ImageTrend will indemnify and defend the Customer from and
against any claim brought by a third party against Customer alleging that Customer's use of a Service as
permitted hereunder (1) infringes or misappropriates a third party's valid patent, copyright, trademark or
trade secret (an "IP Claim"); (2) is grossly negligent or constitutes willful misconduct; (3) resulted in fraud;
(4) resulted in personal injury or death (any of (1) through (4) are a "Claim"). ImageTrend shall, at
ImageTrend's expense, defend such Claim and pay damages finally awarded against Customer in
connection therewith, including reasonable fees and expenses of attorneys engaged by ImageTrend for such
defense, provided that (a) Customer promptly notifies ImageTrend of the threat or notice of such Claim; (b)
ImageTrend will have sole, exclusive control and authority to select defense attorneys, defend and/or settle
any such Claim (however, ImageTrend shall not settle or compromise any claim that results in liability or
admission of any liability by Customer without Customer's prior written consent); and (c) Customer fully
cooperates with ImageTrend in connection therewith. If use of a Service by Customer has become, or, in
ImageTrend's opinion, is likely to become, the subject of any IP Claim, ImageTrend may, at ImageTrend's
option and expense (i) procure for Customer the right to continue using the Service(s) as set forth hereunder;
(ii) replace or modify a Service to make it non -infringing; or (iii) if options (i) or (ii) are not commercially
reasonable or practicable as determined by ImageTrend, terminate Customer's subscription to the Service(s)
and repay Customer, on a pro-rata basis, any Subscription Charges paid to ImageTrend for the unused
portion of Customer's Subscription Term for such Service(s). ImageTrend will have no liability or
obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part
by (x) compliance with designs, data, instructions or specifications provided by Customer; (y) modification
of the Service(s) by anyone other than ImageTrend or ImageTrend Personnel; or (z) the combination,
operation or use of the Service(s) with other hardware or software where a Service would not by itself be
infringing. The provisions of this Section 12.1 state the sole, exclusive and entire liability of ImageTrend
to Customer and Customer's sole remedy with respect to a Claim brought by reason of access to or use of
a Service by Customer.
11.2 Indemnification by Customer. Customer will indemnify, defend and hold ImageTrend harmless
against any claim brought by a third party against ImageTrend (a) arising from or related to Customer's use
of a Service in breach of this Agreement (and not arising solely from the Service itself); or (b) alleging that
Customer Marks or content selected by Customer in the design and implementation of the Services,
including but not limited to the URL, graphics, illustrations, logos, and marks, or Service Data infringes or
misappropriates a third party's valid patent, copyright, trademark or trade secret; provided that (i)
ImageTrend promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the
sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such
claim (however, Customer shall not settle or compromise any claim that results in liability or admission of
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any liability by ImageTrend without ImageTrend's prior written consent); and (iii) ImageTrend fully
cooperates with Customer in connection therewith.
SECTION 12. LIMITATION OF LIABILITY
12.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER
PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE
OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST
DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER'S
SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF IMAGETREND), BUSINESS
INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY
OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR
PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES
INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS
AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN
SUCH DAMAGES.
12.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, IMAGETREND'S AGGREGATE LIABILITY TO THE CUSTOMER ARISING
OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO
EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES
PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT
OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND
AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 13.2 IS TO ALLOCATE THE RISKS
UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY
GIVEN THE SUBSCRIPTION CHARGES AND PROFESSIONAL SERVICES FEES, WHICH WOULD
HAVE BEEN SUBSTANTIALLY HIGHER IF IMAGETREND WERE TO ASSUME ANY FURTHER
LIABILITY OTHER THAN AS SET FORTH HEREIN. IMAGETREND HAS RELIED ON THESE
LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO
ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN
THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 13.2 SHALL NOT APPLY TO
CLAIMS OR DAMAGES RESULTING FROM IMAGETREND'S INDEMNITY OBLIGATIONS IN
SECTION 12.1 OF THIS AGREEMENT.
12.3 LIMITATION OF LIABILITY IN THE AGGREGATE. THE LIMITATION OF LIABILITY
PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER
AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.
12.4 Enforceable against ImageTrend. Any claims or damages that Customer may have against
ImageTrend shall only be enforceable against ImageTrend and not any other entity, nor any officers,
directors, representatives or agents of ImageTrend.
SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
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13.1 Assignment. Except as permitted herein, neither party may, directly or indirectly, by operation of law
or otherwise, assign all or any part of this Agreement or rights under this Agreement, or delegate
performance of its duties under this Agreement, without written prior consent of the other party, which
consent will not be unreasonably withheld. Notwithstanding the foregoing, (a) subject to Section 2.6 herein,
Customer may, without ImageTrend's consent, assign this Agreement in connection with any merger or
change of control of Customer or the sale of all or substantially all of Customer's assets provided that any
such successor agrees to fulfill its obligations pursuant to this Agreement; and (b) ImageTrend may, without
Customer's consent, assign this Agreement in connection with any merger or change of control of
ImageTrend or the sale of all or substantially all of ImageTrend's assets provided that any such successor
agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this
Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their
respective successors and assigns.
13.2 Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all prior
agreements between Customer and ImageTrend, with regard to the subject matter hereof. This Agreement
shall apply in lieu of the terms or conditions in any purchase order, request for information, request for
proposal, or other order documentation Customer provide(s) and all such terms or conditions in such
purchase order, request for information, request for proposal, or other order documentation are null and
void. Except as expressly stated herein, there are no other agreements, representations, warranties or
commitments which may be relied upon by either Party with respect to the subject matter hereof. There are
no oral promises, conditions, representations, understandings, interpretations or terms of any kind between
the Parties, except as may otherwise be expressly provided herein. The headings used herein are for
convenience only and shall not affect the interpretation of the terms of this Agreement.
13.3 Waiver. Either Party's failure to enforce at any time any provision of this Agreement does not
constitute a waiver of that provision or of any other provision of this Agreement.
SECTION 14. SEVERABILITY
If any term in this Agreement is determined to be invalid or unenforceable by a competent court or
governing body, such term shall be replaced with another term consistent with the purpose and intent of
this Agreement, and the remaining provisions of this Agreement shall remain in effect.
SECTION 15. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint
venture, general agency, fiduciary or employment relationship between the Parties. Customer is solely
responsible for determining whether the Services meet Customer's technical, business, or regulatory
requirements.
SECTION 16. NOTICE
16.1 Notices to Customer. All notices provided by ImageTrend to Customer under this Agreement may be
delivered in writing by (a) nationally recognized delivery service ("Courier") or U.S. mail to the contact
mailing address provided by Customer on any Order Form; or (b) electronic mail to the electronic mail
address provided for the Account owner.
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16.2 Notices to ImageTrend. All notices provided by Customer to ImageTrend under this Agreement must
be delivered in writing by (a) Courier or U.S. mail to 1305 Corporate Center Drive, Suite 500, Eagan, MN
55121 Attn: Legal Department; or (b) electronic mail to contracts(&,,Ima2eTrend.com.
16.3 Timing of Notices. All notices provided by either Party to the other shall be deemed to have been
given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2)
business days after being deposited in the mail or with a Courier as permitted above.
SECTION 17. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Minnesota, without reference to conflict of
laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in
Hennepin County, Minnesota. Customer hereby expressly agrees to submit to the exclusive personal
jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or relating
to access to or use of the Services by Customer.
SECTION 18. ETHICAL CONDUCT AND COMPLIANCE
Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly,
any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing
of value), or will offer or accept the same in connection with this Agreement.
SECTION 19. SURVIVAL
Sections 2.1, 3.5, 5, 6.5-6.7, 10-17 and 20 shall survive termination of this Agreement with respect to use
of the Services by Customer. Termination of this Agreement shall not limit a Party's liability for obligations
accrued as of or prior to termination or for any breach of this Agreement.
SECTION 20. DEFINITIONS
When used in this Agreement with initial letters capitalized, these terms have the following meaning:
"Account" means any accounts or instances created by, or on behalf of, Customer within the Services.
"Aggregate Data" means the compilation of Customer Data collected over time and/or the combination of
Customer Data with data collected from other data sources, and the derived data resulting from the analysis
and processing of such compiled and combined data to create Aggregate Data Insights.
"Aggregate Data Insights" means the conclusions, patterns, trends, metrics, statistical models, predictions,
or other analytical outcomes derived from the processing, examination, or interpretation of Aggregate Data.
"Agreement" means the Master Subscription Agreement together with any and all Product Specific Terms,
Order Form and other mutually executed documents. The Master Subscription Agreement may also be
referred to as "MSA."
"Confidential Information" means all information disclosed by one Party to the other Party which is in
tangible form and designated as confidential or is information, regardless of form, which a reasonable
person would understand to be confidential given the nature of the information and circumstances of
disclosure, including but not limited to the pricing terms, product plans and designs, business processes,
security notifications, and customer advocacy communications. Notwithstanding the foregoing,
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Confidential Information shall not include information that (a) was already known to the receiving Party at
the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third
party not known by the receiving Party to be under an obligation of confidentiality with respect to such
information; (c) is or becomes generally available to the public other than by violation of this Agreement
or another valid agreement between the Parties; or (d) was or is independently developed by the receiving
Party without the use of the disclosing Party's Confidential Information.
"Customer Data" means all electronic data, text, messages, communications or other materials submitted
to and stored within a Service by Customer in connection with Customer's use of such Service. "Customer"
Data" does not include Protected Health Information that has been de -identified pursuant to section 6.5 of
this Agreement and Aggregate Data Insights derived from Aggregate Data pursuant section 6.6.
"Force Majeure Event" means any circumstances beyond ImageTrend's reasonable control, including,
but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike
or other labor problem (other than one involving ImageTrend employees), Internet service provider failure
or delay, Non-ImageTrend Services, or acts undertaken by third parties, including without limitation, denial
of service attack.
"ImageTrend Marks" means any trademarks, service marks, service or trade names, taglines, logos or
other designations of ImageTrend, whether registered or unregistered.
"Intellectual Property Rights" means any and all of a Party's patents, inventions, copyrights, trademarks,
domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
"Malicious Software" means any viruses, malware, Trojan horses, time bombs, or any other similar
harmful software.
"Non-ImageTrend Services" means third party products, applications, services, software, networks,
systems, directories, websites, databases and information which a Service links to, or which Customer may
connect to or enable in conjunction with a Service, including, without limitation, Non-ImageTrend Services
which may be integrated directly into an Account by Customer or at Customer's direction.
"Order Form" means ImageTrend's generated order form(s) executed by Customer with respect to
Customer's subscription to a Service.
"Personnel" means employees and/or non -employee contractors of ImageTrend engaged by ImageTrend
in connection with performance hereunder.
"Planned Downtime" means planned downtime for upgrades and maintenance to the Services scheduled
in advance of such upgrades and maintenance.
"Product Specific Terms" means ImageTrend's Product Specific Terms located at
httr)s://www.ima2etrend.com/le2al/DroductsDecificterms.
"Professional Services" means professional services (including any training, success and implementation
services) provided by ImageTrend Personnel as indicated on an Order Form or other written document such
as an SOW.
11
ImageTrend 2
"Service(s)" means the products and services that are used or ordered by Customer via an Orde Form
referencing this Agreement, and made available by ImageTrend, via the applicable Customer login.
"Services" exclude (a) Non-ImageTrend Services as that term is defined in this Agreement; and (b) any
Additional Features or Associated Services that are not provided under this Agreement or Customer's
Service Plan. From time to time, the names and descriptions of the Services or any individual Service may
be changed. To the extent Customer is given access to such Service as so described by virtue of a prior
Service Order or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such
Service as newly named or described.
"Site" means a website operated by ImageTrend, including httDs://www.Ima2eTrend.com, as well as all
other websites that ImageTrend operates (but does not include the Services).
"Subscription Charges" means all charges associated with Customer's access to and use of an Account.
"Subscription Term" means the period during which Customer has agreed to subscribe to a Service.
"Taxes" means taxes, levies, duties or similar governmental assessments, including value-added, sales, use
or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby agree.
Customer
Signature:
Dianna Giordano Jun 10, 202510:48 CDT)
Print Name: Dianna Giordano
Title: Assistant City Manager
Date: 06/10/2025
ImageTrend, LLC
Signature: 70j, SaChf
Jon Sachs (Jun 2, 202510:14 MDT)
Print Name: Jon Sachs
Title: CFO
Date: 06/02/2025
ImageTrend '2 1305 Corporate Center Drive, Suite 500, Eagan, MIN 55121
Phone: (952) 469-1589 1 Toil Free: (888) 469-7789
ORDER FORM
Prepared For: Bill To:
City of Fort Worth
City of Fort Worth Attn: IT Solutions
100 Fort Worth Trail
Fort Worth, Texas, United States, 76102-6314
Salesperson
Quote Number
Order Form
Date
Kristen Halpin
Enterprise Account Executive
Q-11936v5
Apr 14, 2025
Contract Effective Date
Initial Subscription Term (Months)
July 1, 2025
15
One Time Fees
Description Qty Fee Type Unit Price Total
Community Health"" Add -on Setup 1 One Time $0.00 0
Modules Setup & Implementation 25 One Time $0.00 0
Vault"" Setup 1 One Time $0.00 0
Total Net Price $0.00
Business Private 1/3
ImageTrend '2 1305 Corporate Center Drive, Suite 500, Eagan, MIN 55121
Phone: (952) 469-1589 1 Toil Free, (888) 469-7789
Recurring
Description
Qty
Fee Type
Unit Price for 12
Month Term
Total for Initial
Subscription Term
(15 Months)
CAD Distribution 1
Recurring
$5,627.55
$7,034.44
Account Advisement Services Level 1 1
Recurring
$20,800.00
$26,000.00
Staffing Solution Integration 1
Recurring
$17,544.64
$21,930.80
Auto Billing Export - NEMSIS v3 via Secure 1
Recurring
$10,692.33
$13,365.41
FTP
Auto Billing Export - NEMSIS v3 via Secure 1
Recurring
$4,051.69
$5,064.61
FTP
ODMAP Distribution 1
Recurring
$0.00
0
Pulsara Integration 1
Recurring
$0.00
0
FirstWatch Distribution 1
Recurring
$20,000.00
$25,000.00
CARES Distribution 1
Recurring
$21,500.00
$26,875.00
Community Health"" Add -on 1
Recurring
$0.00
0
Critical Care - Ground 1
Recurring
$0.00
0
Vault"" Records with Attachments 1
Recurring
$882.00
$1,102.50
Open Platform Healthcare Connection 1
Recurring
$11,255.09
$14,068.86
EMS w/NFIRS Reporting 1
Recurring
$268,704.00
$335,880.00
Data Mart"" Subscription 1
Recurring
$14,620.54
$118,275.68
Data Mart rM Additional Source - Subscription 1
Recurring
$7,310.27
$9,137.84
Total Net Price
$503,735.14
Total Initial Subscription Term: I $503,735.14
Total Recurring 12 Month Cost: $402,988.11
Total Onetime: I $0.00
Business Private 2/3
ImageTrend S
Incident Volume
1305 Corporate Center Drive, Suite 500, Eagan, MIN 55121
Phone: (952) 469-1589 1 Toil Free: (888) 469-7789
Category Incidents
Elite 210,000
Vault
210,000
This Order Form is subject to the terms of the Master Subscription Agreement located at
htti3://www.imaizetrend.com/leeal/msa unless there is a separate agreement between Fort Worth Fire
Department (TX) and ImageTrend.
This proposal is valid for 90 days from the date listed above.
Additional Terms:
• Fees for the Initial Subscription Term shall be invoiced as follows:
• The first three (3) months shall be invoiced in July in the amount of $100,747.03 for
the period of July 1, 2025 through September 30, 2025.
• Fees will be invoiced on October 1, 2025 for the period of October 1, 2025 through
September 30, 2026 in the amount of $402,988.11.
• Commencing October 1, 2026, the Subscription will automatically renew for a one-year
Subscription Term at the end of each prior Subscription Term for a maximum Term ending
September 30, 2028.
• Payments are due 30 days after receipt of an invoice.
• Recurring fees are subject to price increases each year following the Initial
Subscription Term, and will not exceed 5% of the then -current price in any given year.
• Any terms not defined herein shall have the same meaning as defined in the Master
Subscription Agreement.
• The Subscription Term for any Services added by Customer after the beginning of the then -
current Subscription Term will be coterminous with the then -current Subscription Term for
existing Services.
ImageTrend City of Fort Worth
Name Jon Sachs Name Dianna Giordano
Title Chief Financial Officer Title Assistant City Manager
Signature W <Sanh� Signature Dianna Giordano un 10, 202510:48 CDT)
Jon Sachs (Jun 2, 2025 10:14 MDT)
Date 06/02/2025 Date 06/10/2025
Business Private 3/3
5/14/25, 12:56 PM
M&C Review
ACITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORT WORTI I
REFERENCE **M&C 25- 041MAGETREND EMS
DATE: 5/13/2025 NO.: 0392 LOG NAME: ELECTRONIC PATIENT CARE &
INCIDENT SOFTWARE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize the Execution of an Agreement with ImageTrend,
LLC to Purchase Software, Maintenance, and Support with for an Electronic Patient Care
Reporting and Incident Data Collection System in the Amount of $503,735.14 for the
Initial Fifteen Month Term and Authorize Four One -Year Renewal Options in Increasing
Amounts Not To Exceed Five Percent Annually for the Fire Department Through the
Information Technology Solutions Department
RECOMMENDATION:
It is recommended that City Council:
1. Authorize the execution of an agreement with ImageTrend, LLC to purchase of electronic
patient care reporting and fire incident record management system software using a sole
source purchasing agreement in the amount of $503,735.14 for the initial fifteen month
term; and
2. Authorize four one-year renewal options with each renewal to be increased by an amount not
to exceed five percent annually for the Fire Department through the Information Technology
Solutions Department.
DISCUSSION:
On March 17, 2020, Mayor & Council Communication (M&C) 20-0133 authorized the execution of City
Secretary Contract No. (CSC) 53882 with ImageTrend, Inc. (ImageTrend) to purchase a record
management system (RMS) product and electronic patient care reporting (ePCR) system software for
the transfer of patient clinical data at the time care is transitioned from Fort Worth Fire personnel to
MedStar Mobile Health Care (MedStar) Emergency Medical Services (EMS) personnel, and to allow
for efficient integration of EMS incident data with other incident data in a modern RMS capable of
mobile data collection.
In addition, M&C 20-0133 authorized the execution of an Interlocal Agreement with MedStar 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).
Effective July 1, 2025, MedStar EMS will transition to the City of Fort Worth under the Fire Department
(FWFD).
To support this transition, this M&C requests authorization to execute a new agreement to purchase
RMS and ePCR software, maintenance, and support from ImageTrend through a sole source
purchase agreement in the amount of $503,735.14 for the initial fifteen month term effective July 1,
2025, of which $100,747.03 will be paid in Fiscal Year 2025, and $402,988.11 will be paid in Fiscal
Year 2026, with four one-year renewal options that will not increase by more than 5\% annually. The
software system and additional services are currently used by Metropolitan Area EMS Authority, d/b/a
MedStar Mobile Healthcare (MedStar). This new agreement will replace City Secretary Contract 53882
with ImageTrend.
A Chapter 252 exemption request related to this purchase was reviewed and approved by the City
Attorney's Office as a sole source.
apps.cfwnet.org/council_packet/mc_review.asp?ID=33255&counciIdate=5/13/2025 1 /2
5/14/25, 12:56 PM
M&C Review
FUNDING: Upon adoption of the Fiscal Year 2025 operating budget for Emergency Medical Services,
funding will be available in the Emergency Medical Services Fund for the Fire Department.
BUSINESS EQUITY - This purchase was approved for a waiver per the Chapter 252 exemption, as a
sole source by the Legal Department. Therefore, the business equity goal requirement is not
applicable.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire fifteen months after.
RENEWAL OPTIONS: The agreement may be renewed for four (4) additional one-year periods and
are subject to a five percent annual increase. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
This will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations and adoption of the
Fiscal Year 2025 Budget for Emergency Medical Services by the City Council, funds will be available
in the current operating budget, as appropriated, in the Emergency Medical Services Fund. Prior to
an expenditure being incurred, the Fire and Information Technology Solutions Departments have the
responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity I Budget I Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund I Department Account Project
ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Dianna Giordano ()
Kevin Gunn (2015)
Mark DeBoer (8598)
Form 1295 Certificate 101347626 (1)-Fort Worth - sianed.pdf (CFW Internal)
Waiver Business Equity aprvd Imagetrend.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=33255&councildate=5/13/2025 2/2
Addend um_ImageTrend-Fort Worth Revised
Final Audit Report 2025-06-02
Created: 2025-06-02
By: Kayla Kimmes (kkimmes@imagetrend.com)
Status: Signed
Transaction ID: CBJCHBCAABAAkMVrjl-6ySETg2jPFc8TYxBw-asEQgsM
"Addend um_ImageTrend-Fort Worth Revised" History
Document created by Kayla Kimmes (kkimmes@imagetrend.com)
2025-06-02 - 12:53:43 PM GMT
Document emailed to Jon Sachs Qsachs@imagetrend.com) for signature
2025-06-02 - 12:57:44 PM GMT
Email viewed by Jon Sachs Qsachs@imagetrend.com)
2025-06-02 - 4:14:00 PM GMT
=; Document e-signed by Jon Sachs Qsachs@imagetrend.com)
Signature Date: 2025-06-02 - 4:14:23 PM GMT - Time Source: server
Agreement completed.
2025-06-02 - 4:14:23 PM GMT
a Adobe Acrobat Sign