ImageTrend Linking Agreement
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1/2/2020 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND ImageTrend THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this 25th day of April, 2023, between the City of Glendale, an Arizona municipal corporation (the “City”), and ImageTrend, a(n) Minnesota corporation authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On May 4, 2021 under Town of Gilbert Cooperative Purchasing Agreement, the Town of Gilbert entered into a contract with Contractor to purchase the goods and services described in the Contract No. 321000150 (“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies including the City. B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. C. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. D. The City desires to contract with Contractor for supplies or services identical, or nearly identical, to the supplies or services Contractor is providing other units of government under the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to provide the supplies and services set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Linking Agreement, the parties agree as follows: 1. Term of Agreement. The City is purchasing supplies and/or services from Contractor pursuant to the Cooperative Purchasing Agreement. According to the Cooperative Purchasing Agreement, purchases can be made by governmental entities from the date of award, which was May 4, 2021, until the date the contract expires on June 30, 2025 unless the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative Purchasing Agreement, however, may not be extended beyond June 30, 2030. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until June 30, 2025. The City may renew the term of this Agreement for up to five (5) additional one (1) year terms until the Cooperative Purchasing Agreement expires on June 20, 2030. Glendale renewals are not automatic and 2 4/29/2021 shall only occur if the City gives the Contractor notice of its intent to renew. The City may give the Contractor notice of its intent to renew this Agreement 30 days prior to the anniversary of the Effective Date to effectuate such renewal. 2. Scope of Work; Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or services identified in the Scope of Work attached as Exhibit B. B. Contractor agrees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. 3. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed Two hundred thousand dollars ($200,000) annually or One million five hundred thousand dollars ($1,500,000.00) for the entire term of the Agreement (initial term plus any renewals). 4. Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511. 5. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. 6. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. 7. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of A.R.S. § 41-4401. 8. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 9. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 4 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND IMAGETREND EXHIBIT A (CONTRACT No. 321000150 - CONTRACT FOR SOFTWARE AND SERVICES) SOFTWARE LICENSING TERMS To the degree any Work Order involves licensing ImageTrend Software, the following terms shall apply: “ImageTrend Elite Data Marts” means the relational database(s) that contain an enhanced and simplified reporting-ready format of the transactional data collected within ImageTrend Elite. The Elite Data Marts are available for use with the ImageTrend Elite Reporting Tools. “ImageTrend Elite Reporting Tools” means the Transactional Report Writer, Visual Informatics, Analytical Chart Reporting Tool and Analytical Tabular Reporting Tool in the Software that are based on a set of Elite Data Marts. “Incident(s)” means an instance where the 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 Service License (SaaS) or Integration as a Service (IaaS) (“SaaS”) ImageTrend hereby grants Client a non-exclusive, non-transferable license to use the ImageTrend Software product(s) listed in the Work Order for such time as listed in said Work Order. During the term of the Work Order, the 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. EXHIBIT A-1 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. 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 RESPECT TO THE SOFTWARE AND SUPERSEDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND WARRANTIES FOR ANY SPECIAL PURPOSE. SECTION 6. MAINTENANCE. ImageTrend shall provide scheduled updates and new releases for the Software, as well as defect correction as needed per the Service Level Agreement, attached for so long as 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 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 medical incidents for-profit or not- for-profit and the Client is not a Governmental Entity. All employees & contractors of Client who respond to emergency medical incidents in the regular scope of their employment Public Agency, County, Region, or City for its own employed EMS workers (“Public Agency”) Client responds to emergency medical incidents and transports patients therefrom and is a Governmental Entity All employees & contractors of Client who respond to emergency medical incidents in the regular scope of their employment Hospital or Health Network Client is a 1) hospital, 2) health network, 3) or other medical institution that provides care which does not involve responding to emergency medical incidents and transporting patients therefrom as a primary service of the organization; and Client is recognized and licensed as such by the Client’s governing State All employees & contractors of Client who respond to emergency medical incidents in their regular scope of employment at or from the named Hospital brick-and- mortar locations. If the specific brick-and- mortar location(s) is not named in a Work Order, then it shall be interpreted as the brick-and-mortar location from which the Client primary contact, Ken Barnes or their successor, conducts their job duties most frequently. State, County, Region, City for its constituents Client is a Governmental Entity with authority or a official mandate to improve, facilitate, organize, surveil, investigate, report, collect reports of, or otherwise govern public health matters; or another entity acting Licensed individuals within Client’s legal or governing jurisdiction and geographic boundary, who to respond to emergency medical incidents in the regular scope of their employment, and not individuals whose primary job duty involves law enforcement. under a grant or contract of and for equivalent authority Group Purchase (Multi- Agency) Client(s) are a plurality of Private Agencies and/or Public Agencies All employees & contractors of each named organization, who respond to emergency medical incidents Financing Party (e.g. billing company) on behalf of Agency/City/County third party beneficiary Client is an entity which does not respond to emergency medical incidents or provide for the care or transportation of patients; rather Client is an entity who procures or pays for a third party beneficiary who is a Private or Public Agency. All employees & contractors of third party beneficiary Public or Private Agency, who respond to emergency medical incidents in the regular scope of their employment. DATA EXCHANGE AUTHORIZATION Between ImageTrend, Inc. (“ImageTrend”), a Minnesota Corporation located at 20855 Kensington Blvd., and Glendale Fire Department (AZ) (“the Data Controller” and “Client”) residing at 5800 W. Glenn Drive, Suite 350 Glendale, AZ 85301 for transmitting ePHI data as identified below Whereas; ImageTrend is a provider of data management services and a current Business Associate to the Data Controller and; Whereas; the Data Controller wishes ImageTrend to exchange certain ePHI data from and to the Data Controller’s System, in ImageTrend’s capacity as a Business Associate Data Exchange Purpose The purpose of this Data Exchange Authorization is to exchange Data Controller’s data in accordance with the table below that lists the data exchange work items to be fulfilled by ImageTrend (“the Identified Data Exchanges”). It is Data Controllers sole obligation to ensure the “Destination” column is accurate. ImageTrend will fulfill and exchange data with the listed Destination party, and will not deviate from the identified destination unless ImageTrend is directed otherwise in writing by Data Controller. Notwithstanding any term to the contrary, ImageTrend shall not be liable in any manner for sending or receiving data as outlined below; Data Controller assumes all risk for the data source(s) and destination(s) identified below. Description Quote Description Data Source Data Destination DataMart ImageTrend at Lakeville, MN 55044 DataMart FTP Auto Export A NEMSIS 3.3.4 or 3.4.0 file can be automatically exported to an SFTP location (agency’s or biller’s) based on specific criteria being met (i.e. incident status is ‘Ready for Billing’, incident is locked, etc.). The export process is triggered every 10 minutes. The ePCR PDF can also be exported and will use the same file name as the NEMSIS file. ImageTrend at Lakeville, MN55044 Maricopa Ambulance Authorization. Data Controller hereby authorizes ImageTrend to transmit, import, and/or disclose in accordance with the Identified Data Exchanges, and to transmit, import and/or disclose other data reasonably necessary to achieve the purpose of each work line item outlined in the table 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. Right to Revoke or Terminate. Data Controller 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. Ryan Freeburg Fire Chief 5 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND IMAGETREND EXHIBIT B Scope of Work PROJECT Providing FIRE Records Management System (RMS), National Fire Incident Reporting System (NFIRS), Fire Marshal Invesigation/Inspections Reporting and Electronic Patient Care Report (ePCR) software and related services for the Glendale Fire Department. See attached detailed Scope of Work and License Agreement. 1.0 SCOPE OF WORK 1.1 Introduction ImageTrend will be implemented as a consolidated solution for electronic charting, records management, National Fire Incident Reporting System (NIFRS) compliance, scheduling, and billing. 1.2 Project Elements Contractor shall • provide the necessary expertise and support, which includes a transfer of knowledge to transition the project team through the learning process in completing the requirements. • provide for project deliverables organized by the following major project elements: o Project Management o Fit/Gap Analysis o City Environments o Software Implementation o Data Migration o System Integrations o Testing and Quality Assurance o Optional Training o Documentation o Deployment 1.3 Project Management Contractor shall • provide a Project Manager to work jointly with the City to manage the overall implementation effort, including activities conducted by sub-contractors and City personnel. • follow the City’s internal methods and standard format of the deliverables for project planning, documentation, and change control where possible and appropriate. • work with City Project Manager to perform project management duties to include, at a minimum: o Project supervision o Project time and expense management o Project status reporting o Change management o Quality management o Risk management o Schedule Management City shall • provide a Project Manager to work jointly with the Contractor to manage the overall implementation effort, including activities conducted by sub- contractors and City personnel. • work with Contractor Project Manager to perform project management duties to include, at a minimum: o Project supervision o Project time and expense management o Project status reporting o Change management o Quality management o Risk management o Schedule Management Deliverable: Project schedule 1.4 Fit/Gap Analysis City intends to minimize modifications where possible. Extensive modification decisions will be deferred until the project team is comfortable there are no other options. Contractor shall: 1. Work with the City to conduct the Fit/Gap analysis to clearly define the actual system workflow and unique business requirements. 2. City staff will review the standard reports with the Contractor. Any enhancements or custom reports will be mutually agreed upon during the Fit/Gap analysis; and 3. Provide a final mutually agreed upon document that guides the project team(s) through the project. Deliverable: Fit/Gap Analysis Report 1.5 City Environments Contractor shall Contractor will create two (2) instances of the application on their platform for City use. Instances will include Test and Production. Deliverable: Two separate instances for Test and Production. Deliverable: Instance creation and Signoff 1.6 Software Implementation Contractor shall • work install and configure software to meet the City’s need. • provide guidance and make recommendations on processes and naming standards. • verify all specs for required servers and software. City shall • make timely decisions on configuration options. • provide Contractor to current process and naming standards. • work with Contractor to implemented and improvements to processes and naming standards. • complete all pre-requisite work including server set up and testing. Deliverable: Successful software implementation Deliverable: Software implementation signoff 1.7 Data Migration Data migration shall include data from current patience care systems and records management system. Contractor shall • work with the City in the early stages of the project to jointly review all data conversion requirements, risks, and risk mitigation strategies. • provide a comprehensive Data Migration Plan. • work with the City in early stages to determine storage location requirements. City shall • work with the Contractor in the early stages of the project to jointly review all data conversion requirements, risks, and risk mitigation strategies. This effort will lead to a comprehensive Data Migration Plan. • work with the Contractor in early stages to review storage location requirements. Deliverable: Data Migration Plan Deliverable: Successful data migration and Signoff 1.8 System Integrations Integrations are required for Computer Aided Dispatch (CAD) system, training system, and the patient information exchange system. Contractor shall • work with the City in the early stages of the project to jointly review system integrations, risks, and risk mitigation strategies. • provide a comprehensive System Integration Plan. • work with the City in early stages to determine storage location requirements. City shall • work with the Contractor in the early stages of the project to jointly review system integrations requirements, risks, and risk mitigation strategies. This effort will lead to a comprehensive System Integration Plan. Deliverable: System Integration plan that outlines the integrations, schedule, and prerequisites. Deliverable: Successful System integration and Signoff 1.9 Testing and Quality Assurance Contractor shall • work with City to develop an Acceptance Test Plan to verify the configured system is free of defects. • include user test scripts covering the various function. • will collaborate with City to maintain a log of issues, configuration problem. and software malfunctions identified during testing. • work collaboratively to resolve issues to City’s satisfaction. • Allow for 45 – 60 days of testing in the test environment • will set issue priorities according to the City’s predetermined priority definitions below. Priority Problem Description Response Time Resolution Targets Level One (P1) • Loss of Data • Data corruption • Productive use prohibited • No workaround • Aborts Sun-Sat, 24X7, Mountain Standard Time Immediate or within 30 minutes of notification 12 hours - Program code correction or a procedural workaround Level Two (P2) • Primary purpose comprised • Productive use significantly impacted • Workaround generally not available Sun-Sat, 24X7, Mountain Standard Time Immediate or within 1 hour of notification 48 hours - Program code correction or a procedural workaround Level Three (P3) • Productive, but incomplete operation • Workaround generally available Sun-Sat, 24X7, Mountain Standard Time Immediate or within 8 hours of notification during normal business hours. One week - Procedural work around Program code correction in a future software release Level Four (P4) • Productive, mainly cosmetic in nature • Workarounds or configurable options generally available Sun-Sat, 24X7, Mountain Standard Time Immediate or within 8 hours of notification during normal business hours. One week - Procedural work around Program code correction in a future software release City shall • perform acceptance testing to ensure acceptance criteria items have been addressed and system is ready for cutover. • will promptly notify Contractor of any issues found in testing. • will work with the Contractor to set issue priorities. Deliverable: Acceptance Test Plan Deliverable: Successful Acceptance testing and Signoff 1.10 Optional Training Contractor shall • provide a Training Plan using a Train-the-Trainer approach to training. • provide training for City staff to understand system capabilities including but not limited to: o System use and functionality o Administrator functions including system configuration o Reporting built into system o Building custom reports • provide training material sufficient for City personnel to train new staff. Deliverable: Training plan which includes the topics, intended audience, and duration. Deliverable: Documentation used in training for Train the Trainer that can be reused. Deliverable: Training and Signoff 1.11 Documentation Contractor shall • provide the following types of system documentation, or proposed alternative, upon completion of project. o User Manuals and Reference Guides: Describes the features and functions of the system. o Configuration Guide: Describes the City’s configuration at the time of implementation. o Administrator Guide: Describes the process to set up, maintain, and change the application features. o Systems Administrator Guide: Describes the regular maintenance of the PCs and/or Servers used with the software and describes the details for connecting remotely to the system to provide remote support. o Technical Architecture Diagram: A visual representation of the solution as deployed in the City’s environment Deliverable: User Manuals and Reference Guide, Configuration Guide, Administrator Guide, System Administrator Guide, and a Technical Architecture Diagram. Deliverable: Documentation Signoff 1.12 Deployment and Post-Production Contractor shall • provide a mutually agreeable cutover schedule and contingency plan. • provide an onsite resource through deployment and a minimum of 1 week after deployment. • stabilization plan that details the Contractor’s commitments to stabilization and the transition to full support by City staff. • resolve all P1 and P2 issues before deploying to Production. • provide 60 days of implementation support after deployment to ensure ImageTrend is stable, and no issues arise in the live environment City shall • work with Contractor to develop a mutually agreed upon cutover schedule and contingency plan. • Deliverable: Comprehensive Deployment Plan and Signoff Deliverable: Successful Deployment and Signoff Deliverable: Aftercare Signoff 1.13 System Warranty, Maintenance & Support Contractor shall • provide support as outlined in Section 1.7 with clearly documented escalation paths based on severity and priority. • provide a qualified technician to respond via phone to address all calls in accordance with the importance and criticality of the question being asked and/or the problem being reported. • provide on-site technical support for problems that cannot be resolved via telephone or remote access. • assigned a tracking number and include specific information related to each call. • provide city with a reporting mechanism to track the status of all open service calls. • not close issue/calls until the City approves the resolution of the call. • provide software upgrades and services through the life of the contract necessary to keep the system operational. • provide City with product roadmaps and upgrade schedules. Deliverable: Reporting mechanism to track open service calls Deliverable: Product Roadmap and Upgrade Schedules 6 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND IMAGETREND EXHIBIT C METHOD AND AMOUNT OF COMPENSATION Payment shall be per Section 3 of this agreement. See attached quote and milestone payments. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor for full completion of all work required by the Project must not exceed $200,000.00 annually or $1,500,000.00 for the entire term of the Agreement. DETAILED PROJECT COMPENSATION Implementation of a comprehensive, turnkey and fully-integrated Records Management System (RMS)and Electronic Patient Care Report (ePCR) solution. The vendor Fire RMS and ePCR systems must be fully integrated with each other and must be able to reliably receive information from the dispatch agency via the computer aided dispatch (CAD) feed, and systematically retain and perform data reporting. Must also supply National Fire Incident Reporting System (NFIRS), Fire Marshal Invesigation/Inspections Reporting. PRICE SHEET AND WORK ORDER The prices below are based on the following SaaS transaction volumes, as provided by Client: 40,000 Incidents annually One Time Fees Description SKU Unit Price Qty Extended Amount Elite™ Rescue Setup & Implementation ELT.003.002.003 $25,000.00 1 $25,000.00 Total One-Time Fees: $25,000.00 Recurring Fees Description SKU Unit Price Qty Extended Amount Elite™ Rescue - SaaS *Includes Elite™ Field ELT.001.002.015 $47,531.40 1 $47,531.40 CAD Distribution ELT.002.007.001 $5,000.00 1 $5,000.00 Other CAD Vendor ELT.002.007.019 $0.00 1 $0.00 FTP Auto Export ELT.002.009.002 $5,000.00 1 $5,000.00 Mobile Fire Inspections - SaaS ELT.001.002.014 $12,150.00 1 $12,150.00 Investigations ELT.001.002.018 $10,000.00 1 $10,000.00 Continuum® CTM.001.002.00 1 $24,000.00 1 $24,000.00 Continuum® EMS Content Package CTM.001.002.00 2 $8,000.00 1 $8,000.00 Continuum® Fire Content Package CTM.001.002.00 3 $8,000.00 1 $8,000.00 Target Solutions Distribution ELT.002.011.003 $3,500.00 1 $3,500.00 Data Mart™ Subscription ELT.001.002.064 $8,000.00 1 $8,000.00 Total Recurring Fees: $131,181.40 TOTAL YEAR 1 TAXES: $14,368.69** TOTAL YEAR 1: $170,550.09 **Tax rates are subject to change Send Invoices To: Glendale Fire Department firedept@glendaleaz.com 11550 W. Glendale Ave. Glendale, Az. 85307 Payment Terms: 1. “One Time Fees” are due once, as specified by the Milestone terms below. 2. “Recurring Fees” are annual fees which recur each year. They are due on each anniversary of the fee, with the start date beginning upon completion as specified by the Milestone terms below. The Recurring Fees will escalate in price annually by 5% beginning with fees due for year 2 and each year thereafter. 3. 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. 4. 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. 5. 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. 6. ImageTrend will not be responsible for third-party fees related to this Agreement unless specifically outlined by this Agreement Optional Items Items in the table below are not goods or services currently contracted or provided by this Agreement, rather, they are included to allow 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. Product SKU Unit Price Description Webinar Training 2hr Session ELT.006.003.009 $450.00 Training sessions that are completed via 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. 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 Description Unit Price Quantity Extended Amount Elite™ Rescue Setup & Implementation $25,000.00 1 $25,000.00 Milestone 1 Taxes: $2,300.00 Milestone 1 Total $27,300.00 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. Description Unit Price Quantity Extended Amount Elite™ Rescue - SaaS *Includes Elite™ Field $47,531.40 1 $47,531.40 Mobile Fire Inspections - SaaS $12,150.00 1 $12,150.00 Investigations $10,000.00 1 $10,000.00 Continuum® $24,000.00 1 $24,000.00 Continuum® EMS Content Package $8,000.00 1 $8,000.00 Continuum® Fire Content Package $8,000.00 1 $8,000.00 Data Mart™ Subscription $8,000.00 1 $8,000.00 Milestone 2 Taxes: $10,826.68 Milestone 2 Total:$ 128,508.0813 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. Description Unit Price Quantity Extended Amount CAD Distribution $5,000.00 1 $5,000.00 Other CAD Vendor $0.00 1 $0.00 FTP Auto Export $5,000.00 1 $5,000.00 Target Solutions Distribution $3,500.00 1 $3,500.00 Milestone 3 Taxes: $1,242.00 Milestone 3 Total: $14,742.00