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Agenda 12/12/2023 Item #16F13 (Approve Agreement with ImageTrend, LLC)12/12/2023 EXECUTIVE SUMMARY Recommendation to approve Agreement #24-004-NS-WV with ImageTrend, LLC, authorize expenditures for the sole source purchase of electronic patient care service as software from ImageTrend for a period of five years in an amount not-to-exceed $75,000 per fiscal year, and approve payment for additional software services provided by ImageTrend from October 1, 2023 through December 8, 2023. OBJECTIVE: To provide the community with an effectively run Collier Emergency Medical Service (“EMS”) system and to ensure the timely processing of patient billings and run reports for compliance needs. CONSIDERATIONS: The Board approved the purchase of ImageTrend software on September 14, 2021 (Agenda Item 16.F.6). Historically, staff recommended the initial purchase of this software on an emergency basis due to a breach of privacy incident encountered with the previous company on contract. As permitted by County Procurement Ordinance No. 2017-08, as amended, at Section Eleven, numbered paragraph 10, staff requests that the Board find that it is in the County’s best interest to purchase electronic patient care reporting service software from ImageTrend, LLC as a sole source vendor from December 9, 2023 through December 8, 2028. Staff conducted extensive market research to find Patient Care Reporting software compatible with the County’s needs and thereafter submitted a Procurement Waiver Request Form, in which Procurement approved the recommendation for the purchase of the ImageTrend software as an exemption to the competitive process on November 6, 2023. The ImageTrend software is essential to County Operations because EMS operates 24 hours every day and must have working software at all times to ensure patient data is entered and stored during a med ical emergency. Imagetrend is the only vendor to suit EMS’ specific needs as refined throughout the years. Notably, the Procurement Division also advertised on the County’s bidding platform for period of seven days and no other competitors responded with an interest or capability of providing these services. Regardless, if approved, staff will subsequently conduct a further thorough review of competitors and peer counties and prepare a cost to benefit analysis to determine if the County should continue with ImageTrend in the future or consider a different vendor. The attached new Agreement #24-004-NS includes a five year term, with no renewal terms, and an effective date of December 9, 2023. If approved, Agreement #24-004-NS also allows for the upgraded software services to be provided on a going forward basis. FISCAL IMPACT: Costs associated with EMS Patient Care Reporting services are budgeted annually in the Emergency Medical Services Fund 4050000000 operating budget. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact resulting from this action. RECOMMENDATIONS: Recommendation to approve Agreement #24-004-NS-WV with Image Trend, LLC, authorize expenditures for the sole source purchase of electronic patient care service software for a period of five years in an amount not-to-exceed $75,000 per fiscal year. Prepared by: Cherie DuBock, EMS, Accounting Supervisor ATTACHMENT(S) 1. [Linked] 24-004 NS _Vendor Signed_ImageTrend (PDF) 16.F.13 Packet Pg. 2755 12/12/2023 2. 24-004 NS_COI_ImageTrend (PDF) 3. 24-040-WV ImageTrend LLC (revised 11.14.23) (PDF) 16.F.13 Packet Pg. 2756 12/12/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.13 Doc ID: 27343 Item Summary: Recommendation to approve Agreement #24-004-NS-WV with ImageTrend, LLC, authorize expenditures for the sole source purchase of electronic patient care service as software from ImageTrend for a period of five years in an amount not-to-exceed $75,000 per fiscal year. Meeting Date: 12/12/2023 Prepared by: Title: – Emergency Medical Services Name: Cherie DuBock 11/27/2023 2:59 PM Submitted by: Title: – Emergency Management Name: Michael Choate 11/27/2023 2:59 PM Approved By: Review: Procurement Services Vanessa Miguel Level 1 Purchasing Gatekeeper Completed 11/29/2023 9:38 AM Procurement Services Kristofer Lopez Additional Reviewer Completed 11/29/2023 1:26 PM Procurement Services Sandra Herrera Procurement Director Review Completed 11/30/2023 11:04 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 11/30/2023 2:54 PM Emergency Management Michael Choate Executive Director Review Completed 12/05/2023 12:24 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 12/05/2023 12:36 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 12/05/2023 1:06 PM Office of Management and Budget Agnieszka Chudy Additional Reviewer Completed 12/06/2023 9:28 AM County Manager's Office Amy Patterson Level 4 County Manager Review Completed 12/06/2023 5:51 PM Board of County Commissioners Geoffrey Willig Meeting Pending 12/12/2023 9:00 AM 16.F.13 Packet Pg. 2757 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/15/2023 CAC Specialty 3414 Peachtree Road NE, Suite 1000 Atlanta, GA 30326 205.414.8100 205.414.8105 www.cacspecialty.com Hartford Fire Insurance Company 19682 Trumbull Insurance Company 27120 Hartford Casualty Insurance Company 29424 Twin City Fire Insurance Company 29459 Indian Harbor Insurance Company 36940 33138Landmark American Insurance Company A 1,000,00021UUNAY1CP86/15/2023 6/15/2024 300,000 3 10,000 3 1,000,000 2,000,000 2,000,000 B 21UENDQ8431 6/15/2023 6/15/2024 1,000,000 3 C 21XHUAY1E24 6/15/2023 6/15/2024 5,000,00033 5,000,000 3 10,000 D 21WEAY1F1N 6/15/2023 6/15/2024 3 1,000,000N 1,000,000 1,000,000 E Cyber and Tech E&O MTP904334801 6/15/2023 6/15/2024 F Excess Cyber and Tech E&O $5MX$5M LHZ849579 6/15/2023 6/15/2024 Helen Dillen Helen Dillen Helen.Dillen@cacspecialty.com 3 Each Claim/Aggregate Each Claim/Aggregate 5,000,000 5,000,000 IMAGETREND LLC 20855 Kensington Blvd. Lakeville MN 55101 77206495 3 3 33 3 3 3 33 Collier County Board of County Commissioners, OR Board of County Commissioners in Collier County, OR, Collier County Government, OR Collier County non-contributory basis if and to the extend required by written contract. Collier County Board of Commissioners 3295 Tamiami Trail E Naples FL 34112 Re: Agreement 24-004 NS are included as an additional insured under the captioned Commercial General Liability and Automobile Liability Liability policies on a primary and 77206495 | 23-24 GL, AU, Umb, WC, Cyber, Tech E&O | Helen Dillen | 11/15/2023 11:49:25 AM (PST) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. 16.F.13.b Packet Pg. 2758 Attachment: 24-004 NS_COI_ImageTrend (27343 : Agreement ImageTrend) WAIVER REQUEST FORM /ŶƐƚƌƵĐƟŽŶƐ: The Procurement Ordinance, 17-Ϭϴ͕ ĂƐ ĂŵĞŶĚĞĚ͕^ĞĐƟŽŶ ůĞǀĞŶ͕ WƌŽĐƵƌĞŵĞŶƚ DĞƚŚŽĚƐ, ĚĞĮŶĞƐ ƐŝŶŐůĞ ĂŶĚƐŽůĞƐŽƵƌĐĞ͘CŽŵƉůĞƚĞƚŚŝƐĨŽƌŵĨŽƌƉƵƌĐŚĂƐĞƐŐƌĞĂƚĞƌƚŚĂŶΨϯ͕ϬϬϬĂŶĚƉƌŽǀŝĚĞƚŚĞƐƵƉƉŽƌƟŶŐĚŽĐƵŵĞŶƚĂƟŽŶƚŽ ƚŚĞWƌŽĐƵƌĞŵĞŶƚ^ĞƌǀŝĐĞƐŝǀŝƐŝŽŶ͘tĂŝǀĞƌƌĞƋƵĞƐƚƐŐƌĞĂƚĞƌƚŚĂŶΨϱϬ͕ϬϬϬǁŝůůƌĞƋƵŝƌĞĂƉƉƌŽǀĂůďǇƚŚĞŽĂƌĚŽĨ ŽƵŶƚǇŽŵŵŝƐƐŝŽŶĞƌƐ͘CŽŵƉůĞƚĞĂůůƐĞĐƟŽŶƐŽĨƚŚŝƐĨŽƌŵprior ƚŽƐƵďŵŝƫŶŐŝƚƚŽWƌŽĐƵƌĞŵĞŶƚ͘ ĞĮŶŝƟŽŶƐ͗ x ^ŝŶŐůĞƐŽƵƌĐĞ ƌĞĨĞƌƐƚŽĂƉƌŽĐƵƌĞŵĞŶƚĚŝƌĞĐƚĞĚƚŽŽŶĞƐŽƵƌĐĞďĞĐĂƵƐĞŽĨ ƐƚĂŶĚĂƌĚŝǌĂƟŽŶ͕ǁĂƌƌĂŶƚǇ͕ŽƌŽƚŚĞƌ ĨĂĐƚŽƌƐ͕ĞǀĞŶƚŚŽƵŐŚŽƚŚĞƌĐŽŵƉĞƟƟǀĞƐŽƵƌĐĞƐŵĂǇďĞĂǀĂŝůĂďůĞ͘ x ^ŽůĞƐŽƵƌĐĞ ƌĞĨĞƌƐƚŽĂƉƌŽĐƵƌĞŵĞŶƚǁŚĞƌĞƚŚĞƐĞůĞĐƟŽŶŽĨŽŶĞƉĂƌƟĐƵůĂƌƐƵƉƉůŝĞƌƚŽƚŚĞĞǆĐůƵƐŝŽŶŽĨĂůůŽƚŚĞƌƐ ŵĂǇďĞďĂƐĞĚŽŶĂůĂĐŬŽĨĐŽŵƉĞƟƟŽŶ͕ƉƌŽƉƌŝĞƚĂƌǇƚĞĐŚŶŽůŽŐǇ͕ĐŽƉǇƌŝŐŚƚ͕ǁĂƌƌĂŶƚǇ͕ŽƌĂƐƵƉƉůŝĞƌ͛ƐƵŶŝƋƵĞ capaďŝůŝƚǇ͘ SECTION ONE ZĞƋƵĞƐƚĞƌEĂŵĞ͗ ŝǀŝƐŝŽŶ͗ /ƚĞŵͬ^ĞƌǀŝĐĞ͗ sĞŶĚŽƌEĂŵĞ͗ SECTION TWO ,ŝƐƚŽƌŝĐĂůŽƵŶƚǇǁŝĚĞ Spend: ZĞƋƵĞƐƚĞĚĂƚĞZĂŶŐĞ͗ EŽƚƚŽǆĐĞĞĚŵŽƵŶƚ WĞƌ&ŝƐĐĂůzĞĂƌ͗ Is ƚŚĞƌĞĂŶĂŐƌĞĞŵĞŶƚ ĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚŝƐǁĂŝǀĞƌƚŽ ďĞƌĞǀŝĞǁĞĚďǇŽŶƚƌĂĐƚƐ͍ zĞƐEŽ SECTION THREE YƵŽƚĞͬWƌŽƉŽƐĂů͗ zĞƐ EŽ /ĨǇĞƐ͕ĂƩĂĐŚ͘ ŐƌĞĞŵĞŶƚͬdĞƌŵƐΘŽŶĚŝƟŽŶƐ͗ zĞƐ EŽ /ĨǇĞƐ͕ĂƩĂĐŚ͘ SECTION FOUR ^ŽůĞ^ŽƵƌĐĞ ^ŝŶŐůĞ^ŽƵƌĐĞ One Time Purchase DƵůƟƉůĞWƵƌĐŚĂƐĞƐ SECTION FIVE ĞƐĐƌŝƉƟŽŶŽĨWƵƌĐŚĂƐĞ͘ŶƚĞƌĂĚĞƐĐƌŝƉƟŽŶŽĨƚŚĞŝƚĞŵ;ƐͿƚŚĂƚǁŝůůďĞƉƵƌĐŚĂƐĞĚƵŶĚĞƌƚŚŝƐǁĂŝǀĞƌ͘ WƵƌƉŽƐĞ͘ĞƐĐƌŝďĞŝŶĚĞƚĂŝůƚŚĞƉƵďůŝĐƉƵƌƉŽƐĞŽĨƚŚĞƌĞƋƵĞƐƚĞĚŝƚĞŵ;ƐͿĂŶĚǁŚǇŝƚŝƐĞƐƐĞŶƟĂůƚŽŽƵŶƚǇŽƉĞƌĂƟŽŶƐ͘ WĂŐĞϭ ŽĨ4 ZĞǀŝƐĞĚϵͬϮϬϮϯ Cherie DuBock EMS patient care reporting ImageTrend, LLC $ 386,497 10/24/23-09/30/2026 $ 75,000 This purchase is for the annual cost associated with the Software as a service (Saas) ImageTrend, a patient care reporting software. The cost will also cover annual maintenance and also includes upgrades to new platforms This purchase will include data integration from ImageTrend to software called First Watch that EMS uses in connection with CAD. Another upgrade will include ImageTrend's Open Platform connection that allows for the ePCR data to be transmitted between the local hospital system and into the patients ePCR record. The BCC approved the purchase of ImageTrend software for EMS patient care reporting on 9/14/10 Item 16F6. ImageTrend is the only vendor that can provide this annual maintenance of their software. The software is essential to County Operations because EMS operates 24 hours every day and must have working software at all times to ensure patient data is entered and stored during a medical emergency. The public purpose of this software is to enter, track, and store patient care data as required. The data integration piece of this purchase is crucial because without it EMS's First Watch Software would not get the patient care integrated. 16.F.13.c Packet Pg. 2759 Attachment: 24-040-WV ImageTrend LLC (revised 11.14.23) (27343 : Agreement ImageTrend) t/sZZYh^d&KZD WĂŐĞ2 ŽĨ4 ZĞǀŝƐĞĚϵͬϮϬϮϯ SECTION SIX /ŶĨŽƌŵĂƟŽŶdĞĐŚŶŽůŽŐǇ͘^ĞůĞĐƚzĞƐŝĨƚŚĞƉƌŽĚƵĐƚƐͬƐĞƌǀŝĐĞƐĂƌĞƌĞůĂƚĞĚƚŽ/ŶĨŽƌŵĂƟŽŶdĞĐŚŶŽůŽŐǇ͘/ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞ WƵƌĐŚĂƐŝŶŐŽŵƉůŝĂŶĐĞŽĚĞ;WͿŶƵŵďĞƌŽƌĞŵĂŝůĂƉƉƌŽǀĂůĚŽĐƵŵĞŶƚĂƟŽŶ͘ zĞƐEŽ/ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞWŶƵŵďĞƌ͗ SECTION SEVEN :ƵƐƟĮĐĂƟŽŶ͘/ĚĞŶƟĨǇƚŚĞĐƌŝƚĞƌŝĂƚŚĂƚƋƵĂůŝĮĞƐƚŚŝƐƉƵƌĐŚĂƐĞĂƐĂƐŽůĞŽƌƐŝŶŐůĞƐŽƵƌĐĞ͘ŚĞĐŬĂůůƚŚĂƚĂƉƉůǇ;ŝĨa ďŽǆŝƐ ĐŚĞĐŬĞĚ͕ŵĂŬĞƐƵƌĞƚŽƉƌŽǀŝĚĞĂŶĞǆƉůĂŶĂƟŽŶďĞůŽǁͿ͗ ^ŽůĞ^ŽƵƌĐĞ KŶůǇƵƚŚŽƌŝǌĞĚsĞŶĚŽƌŽƌŝƐƚƌŝďƵƚŽƌ͘/ƐƚŚŝƐǀĞŶĚŽƌƚŚĞŽŶůǇ ǀĞŶĚŽƌĂƵƚŚŽƌŝǌĞĚƚŽƐĞůůƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞ͍ /ĨǇĞƐ͕ĞǆƉůĂŝŶďĞůŽǁĂŶĚƉƌŽǀŝĚĞĚŽĐƵŵĞŶƚĂƟŽŶĨƌŽŵƚŚĞŵĂŶƵĨĂĐƚƵƌĞƌĐŽŶĮƌŵŝŶŐĐůĂŝŵƐŵĂĚĞďǇƚŚĞ ĚŝƐƚƌŝďƵƚŽƌƐ͘ EŽŽŵƉĂƌĂďůĞWƌŽĚƵĐƚŽƌ^ĞƌǀŝĐĞ͘/ƐƚŚĞƌĞĂŶŽƚŚĞƌǀĞŶĚŽƌǁŚŽĐĂŶƉƌŽǀŝĚĞĂƐŝŵŝůĂƌƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞ͕ ƌĞŐĂƌĚůĞƐƐŽĨĐŽƐƚ͕ĐŽŶǀĞŶŝĞŶĐĞ͕ƟŵĞůŝŶĞƐƐ͕ĞƚĐ͍͘ WƌŽĚƵĐƚŽŵƉĂƟďŝůŝƚǇ͘ŽĞƐƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞƉƌŽǀŝĚĞĐŽŵƉĂƟďŝůŝƚǇǁŝƚŚĞǆŝƐƟŶŐĞƋƵŝƉŵĞŶƚƚŚĂƚƉƌŽŚŝďŝƚƐ ƐǁŝƚĐŚŝŶŐƚŽĂŶŽƚŚĞƌĐŽŵƉĂƌĂďůĞďƌĂŶĚͬǀĞŶĚŽƌ͍/ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞĚĞƚĂŝůĞĚĞǆƉůĂŶĂƟŽŶďĞůŽǁ͕ŝŶĐůƵĚŝŶŐǁŚĂƚ ǁŽƵůĚŽĐĐƵƌŝĨƚŚĞŽƚŚĞƌďƌĂŶĚͬǀĞŶĚŽƌǁĞƌĞƵƐĞĚ͘ WƌŽƉƌŝĞƚĂƌǇ͘/ƐƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞƉƌŽƉƌŝĞƚĂƌǇ͍/ĨǇĞƐ͕ƉƌŽǀŝĚĞĂĚĞƚĂŝůĞĚĞǆƉůĂŶĂƟŽŶďĞůŽǁŽŶŚŽǁŝƚƐƵƐĞŝƐ ƌĞƐƚƌŝĐƚĞĚďǇƉĂƚĞŶƚ͕ĐŽƉǇƌŝŐŚƚ͕ŽƌŽƚŚĞƌĂƉƉůŝĐĂďůĞůĂǁƐĂŶĚ ƉƌŽǀŝĚĞĚŽĐƵŵĞŶƚĂƟŽŶǀĂůŝĚĂƟŶŐƚŚĂƚĐůĂŝŵ͘ ^ŝŶŐůĞ^ŽƵƌĐĞ ^ƚĂŶĚĂƌĚŝǌĂƟŽŶ͘/ƐƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞƉĂƌƚŽĨĂƉƵƌĐŚĂƐĞƚŚĂƚƚŚĞŽƵŶƚǇŚĂƐĂůƌĞĂĚǇƐƚĂŶĚĂƌĚŝǌĞĚŽŶ͍/ĨǇĞƐ͕ ƉůĞĂƐĞƉƌŽǀŝĚĞĚĞƚĂŝůĞĚŝŶĨŽƌŵĂƟŽŶďĞůŽǁ͘ ĂƚĞŽĨ^ƚĂŶĚĂƌĚŝǌĂƟŽŶ͗ ŐĞŶĚĂ/ƚĞŵEƵŵďĞƌ͗ tĂƌƌĂŶƚǇ ͘/ƐƚŚŝƐƚŚĞŽŶůǇǀĞŶĚŽƌĂďůĞƚŽĐŽŵƉůĞƚĞĨĂĐƚŽƌǇ-ĂƵƚŚŽƌŝǌĞĚǁĂƌƌĂŶƚǇƐĞƌǀŝĐĞƐŽŶŽƵŶƚǇŽǁŶĞĚ ĞƋƵŝƉŵĞŶƚ͍/ĨǇĞƐ͕ƉƌŽǀŝĚĞƚŚĞĚŽĐƵŵĞŶƚĂƟŽŶǀĞƌŝĨǇŝŶŐƚŚĞǁĂƌƌĂŶƚǇ͘ 'ĞŽŐƌĂƉŚŝĐdĞƌƌŝƚŽƌǇ͘/ƐƚŚŝƐǀĞŶĚŽƌƚŚĞŽŶůǇǀĞŶĚŽƌĂƵƚŚŽƌŝǌĞĚƚŽƐĞůůƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞŝŶŽƵƌƌĞŐŝŽŶ͍/Ĩ ǇĞƐ͕ƉƌŽǀŝĚĞĚŽĐƵŵĞŶƚĂƟŽŶĨƌŽŵƚŚĞŵĂŶƵĨĂĐƚƵƌĞƌĐŽŶĮƌŵŝŶŐƚŚŽƐĞĐůĂŝŵƐ͘ KƚŚĞƌ&ĂĐƚŽƌƐ͘ŶǇŽƚŚĞƌƌĞĂƐŽŶŶŽƚůŝƐƚĞĚĂďŽǀĞ͘ǆƉůĂŝŶďĞůŽǁ͘ ǆƉůĂŝŶ͘,ŽǁĚŽĞƐƚŚŝƐƉƵƌĐŚĂƐĞŵĞĞƚƚŚĞŝĚĞŶƟĮĞĚƐŽůĞŽƌƐŝŶŐůĞƐŽƵƌĐĞĐƌŝƚĞƌŝĂĐŚĞĐŬĞĚĂďŽǀĞ͍ SFTW03 ✔ This software is a proprietary software. This purchase meets the identified sole source criteria listed above because the vendor is the only one who is authorized to sell, distribute and provide annual maintenance for this ImageTrend software. ImageTrend is the only authorized vendor to provide vault records with attachment services. EMS has recently evaluated other vendors of this SaaS and ImageTrend is the only vendor to suit our specific needs that EMS has refined throughout years of use. 16.F.13.c Packet Pg. 2760 Attachment: 24-040-WV ImageTrend LLC (revised 11.14.23) (27343 : Agreement ImageTrend) t/sZZYh^d&KZD WĂŐĞϯ ŽĨ4 ZĞǀŝƐĞĚϵͬϮϬϮϯ ,ŽǁǁĂƐƚŚĞĚĞĐŝƐŝŽŶŵĂĚĞƚŽƵƐĞƚŚŝƐǀĞŶĚŽƌ͍ ĞƐĐƌŝďĞŝŶĚĞƚĂŝůŝĨĂĨŽƌŵĂůƐƚĂŶĚĂƌĚŝǌĂƟŽŶƉƌŽĐĞƐƐǁĂƐƉĞƌĨŽƌŵĞĚ ǀŝĂWƌŽĐƵƌĞŵĞŶƚŽƌŝĨƚŚĞƌĞŝƐĂŚŝƐƚŽƌŝĐĂůƉƌĞĐĞĚĞŶĐĞĞƐƚĂďůŝƐŚĞĚĨŽƌƚŚĞƵƐĞŽĨƚŚĞƉƌŽĚƵĐƚ͕ƉůĞĂƐĞĞǆƉůĂŝŶƉƵƌĐŚĂƐĞ͕ ĂŶĚƵƐĞŚŝƐƚŽƌǇĂŶĚƚŚĞĐƵƌƌĞŶƚůĞǀĞůŽĨŽƵŶƚǇŝŶǀĞƐƚŵĞŶƚŝŶƚŚĞƉƌŽĚƵĐƚ͘ ǆƉůĂŝŶǁŚǇŝƚŝƐŝŶƚŚĞŽƵŶƚǇ͛ƐďĞƐƚŝŶƚĞƌĞƐƚƚŽƵƐĞƚŚŝƐƉƌŽĚƵĐƚͬƐĞƌǀŝĐĞƌĂƚŚĞƌƚŚĂŶŝƐƐƵŝŶŐĂĐŽŵƉĞƟƟǀĞƐŽůŝĐŝƚĂƟŽŶ͘ tŚĂƚĂƌĞƚŚĞďĞŶĞĮƚƐĨƌŽŵƚŚĞĐŽŶƟŶƵĞĚƵƐĞ͍ƌĞƚŚĞƌĞĐŽƐƚƐƚŚĂƚǁŽƵůĚďĞŝŶĐƵƌƌĞĚŝĨĂĚŝīĞƌĞŶƚǀĞŶĚŽƌͬƉƌŽĚƵĐƚ ǁĂƐƵƐĞĚ͍tŚĂƚǁŽƵůĚŽĐĐƵƌŝĨĂŶŽƚŚĞƌďƌĂŶĚͬǀĞŶĚŽƌǁĂƐƵƐĞĚ͍ ǆƉůĂŝŶŚŽǁƚŚĞƉƌŝĐŝŶŐĐŽŵƉĂƌĞƐƚŽŽƚŚĞƌǀĞŶĚŽƌƐͬƉƌŽĚƵĐƚƐĂŶĚŝƐŝƚĐŽŶƐŝĚĞƌĞĚƚŽďĞĨĂŝƌĂŶĚƌĞĂƐŽŶĂďůĞ͘ WƌŽǀŝĚĞ ŝŶĨŽƌŵĂƟŽŶŽĨŚŝƐƚŽƌŝĐĂůƵƐĞĂŶĚǁŚĞƚŚĞƌƉƌŝĐŝŶŐŚĂƐŝŶĐƌĞĂƐĞĚͬĚĞĐƌĞĂƐĞĚ͘/ĨƐŽůĞƐŽƵƌĐĞĂŶĚŶŽŽƚŚĞƌƉƌŽĚƵĐƚŝƐ ĂǀĂŝůĂďůĞ͕ƉƌŽǀŝĚĞƚŚĞĐŽƐƚĨŽƌĂĚĚƌĞƐƐŝŶŐƚŚĞŶĞĞĚƐǀŝĂĂŶĂůƚĞƌŶĂƚĞĂƉƉƌŽĂĐŚ͘ tŝůůƚŚŝƐƉƵƌĐŚĂƐĞŽďůŝŐĂƚĞƚŚĞŽƵŶƚǇƚŽĨƵƚƵƌĞĂŶĐŝůůĂƌǇƉƌŽĚƵĐƚƐŽƌƐĞƌǀŝĐĞƐ, eŝƚŚĞƌŝŶƚĞƌŵƐŽĨŵĂŝŶƚĞŶĂŶĐĞŽƌ ƐƚĂŶĚĂƌĚŝǌĂƟŽŶ͍ /ĨǇĞƐ͕ĞǆƉůĂŝŶǁŚĂƚƚǇƉĞƐ͘ zĞƐEŽ EMS was approved to start using Image Trend software on 9/14/2010 and has been utilizing this vendor since then. EMS presently has 12-13 years invested with this vendor and the vendor satisfies their contract requirements with Collier County. As of 10/1/2019 EMS began using an upgraded version of the Image Trend software, called Elite and the transition was smooth due to using the same software. Having the same software and not changing the vendor for our patient care reporting needs reduces the time in the field spent learning new software by approximately 200 EMS personnel who are unable to take off work at the same time to attend multiple training sessions. Replacement for this software would not be in the county's best interest. The division would incur high costs associated with initial setup and implementation costs, training of staff costs and also risks from using a new software. Potentially could result in errors with patient data. The current software meets our needs as well as the requirements to store patient data. This software also interfaces with EMS's billing vendor. If the division was to change vendors EMS could look at higher costs associated with our billing companies for the interfacing that we require. Staff recently benchmarked this against other entities pricing for the same software. Cost have remained reasonable and less than other vendors would be due to our established relationship with this vendor. To use another software would translate to new incurred costs of implementation and specific customization to fit our agencies needs. 16.F.13.c Packet Pg. 2761 Attachment: 24-040-WV ImageTrend LLC (revised 11.14.23) (27343 : Agreement ImageTrend) t/sZZYh^d&KZD WĂŐĞ4 ŽĨ4 ZĞǀŝƐĞĚϵͬϮϬϮϯ DĂƌŬĞƚƌĞƐĞĂƌĐŚĂŶĚŵĂƌŬĞƚĂůƚĞƌŶĂƟǀĞƐ͘ tŚĞŶǁĂƐƚŚĞůĂƐƚƟŵĞĂŵĂƌŬĞƚĞǀĂůƵĂƟŽŶǁĂƐƉĞƌĨŽƌŵĞĚƚŽĚĞƚĞƌŵŝŶĞŝĨ ĞŝƚŚĞƌƚŚĞƚĞĐŚŶŽůŽŐǇŽƌǀĞŶĚŽƌŽīĞƌŝŶŐƐŚĂǀĞĐŚĂŶŐĞĚ͍ĂƐĞĚŽŶƚŚĞůŝĨĞĞǆƉĞĐƚĂŶĐǇŽĨƚŚĞƉƌŽĚƵĐƚ͕ǁŚĞŶĚŽǇŽƵ ĂŶƟĐŝƉĂƚĞĞǀĂůƵĂƟŶŐƚŚĞŵĂƌŬĞƚĂŐĂŝŶ͍ƩĂĐŚĂĚĞƚĂŝůĞĚŵĂƌŬĞƚĞǀĂůƵĂƟŽŶƌĞƉŽƌƚ ŝĨthe cŽŵƉůĞǆŝƚǇ͕ĚƵƌĂƟŽŶ͕ĂŶĚĚŽůůĂƌ ĂŵŽƵŶƚŽĨƚŚĞƉƵƌĐŚĂƐĞǁŝůůďĞĂ ŚŝŐŚƌŝƐŬƚŽƚŚĞŽƵŶƚǇ͘ /ƚŝƐĂĨĞůŽŶǇƚŽŬŶŽǁŝŶŐůǇĐŝƌĐƵŵǀĞŶƚĂĐŽŵƉĞƟƟǀĞƉƌŽĐĞƐƐĨŽƌĐŽŵŵŽĚŝƟĞƐŽƌƐĞƌǀŝĐĞƐďǇĨƌĂƵĚƵůĞŶƚůǇƐƉĞĐŝĨǇŝŶŐ ƐŽůĞƐŽƵƌĐĞ͘&ůŽƌŝĚĂ^ƚĂƚƵƚĞϴϯϴ͘ϮϮ;ϮͿ͘ SECTION EIGHT ZĞƋƵĞƐƚĞĚďǇ͗ ^ŝŐŶĂƚƵƌĞ͗ ŝǀŝƐŝŽŶŝƌĞĐƚŽƌ͗ ^ŝŐŶĂƚƵƌĞ͗ ĞƉĂƌƚŵĞŶƚ,ĞĂĚ;ZĞƋƵŝƌĞĚŝĨŽǀĞƌΨϱϬ͕ϬϬϬͿ͗ ^ŝŐŶĂƚƵƌĞ͗ WƌŽĐƵƌĞŵĞŶƚ^ƚƌĂƚĞŐŝƐƚ͗ ^ŝŐŶĂƚƵƌĞ͗ WƌŽĐƵƌĞŵĞŶƚŝƌĞĐƚŽƌ;ŽƌĚĞƐŝŐŶĞĞͿ͗ ^ŝŐŶĂƚƵƌĞ͗ WƌŽĐƵƌĞŵĞŶƚhƐĞKŶůǇ ĂƚĞĚǀĞƌƟƐĞĚ͗ ĂƚĞŽĨZĞĐŽŵŵĞŶĚŝŶŐ ĞƐŝŐŶĂƟŽŶ: ĂƚĞŽĨĞƐŝŐŶĂƟŽŶ ĞŶŝĞĚ͗ ƉƉƌŽǀĞĚ&Žƌ͗ ^ƚĂƌƚĂƚĞ͗ ŶĚĂƚĞ͗ ƉƉƌŽǀĞĚďǇŽĂƌĚ͗ ĂƚĞ͗ ŐĞŶĚĂη͗ ŽŶƚƌĂĐƚη͗ ŽŶƚƌĂĐƚEŽƚƉƉůŝĐĂďůĞ ǆĞŵƉƟŽŶη͗ Within the past few months, the EMS Database Administrator has reevaluated the use of this software. The division continues to look at what software is out on the market versus what we currently have. This is carried out by attending seminars and webinars to stay on top of the latest comparable software. EMS has an established relationship with the current vendor. EMS's Database Administer continues to re-evaluate the market and stay on top of technology with patient care reporting systems that fits the divisions needs and budget. ImageTrend has a proven track of providing quality software of value to the county. The chart below shows how ImageTrend compares to other ePCR software companies available: Cherie DuBock Tabatha Butcher Cherie DuBock Digitally signed by Cherie DuBock Date: 2023.10.03 13:07:11 -04'00' ButcherTabatha Digitally signed by ButcherTabatha Date: 2023.10.03 17:27:36 -04'00' ChoateMichael Digitally signed by ChoateMichael Date: 2023.11.03 16:36:49 -04'00' LopezKristofer Digitally signed by LopezKristofer Date: 2023.11.06 07:08:35 -05'00' HerreraSandra Digitally signed by HerreraSandra Date: 2023.11.06 09:15:05 -05'00' 10/25/23 11/6/23 12/9/23 12/8/28 24-004-NS 40 16.F.13.c Packet Pg. 2762 Attachment: 24-040-WV ImageTrend LLC (revised 11.14.23) (27343 : Agreement ImageTrend) COLLIER COUNTY NON-STANDARD AGREEMENT #24-004-NS-WV FOR "Electronic Patient Care Reporting Services" BETWEEN COLLIER COUNTY AND IMAGETREND, LLC ATTACHED: 1. ImageTrend Master Software and Services Agreement (38 pages) Department/Division Emergency Medical Services 8075 Lely Cultural Parkway, Suite 267 Naples, Florida 34113 Division Point of Contact Cherie DuBock, Accounting Supervisor Phone: 239-252-3756 Cherie.Dubock(r)col l iercountyfl.gov Noemi Garcia, EMS Division Chief Phone: (239) 252-3763 Noemi.Garcia[bcolliercountyfl.gov Master Software and Services Agreement CONTRACT NUMBER: 000O7H32.O BETWEEN 807� L@0y Cu9ftu°a� parrkwen� AND I NIAC ETREND` Lakevffle, hVigonneso%.a 55Oo414 Phone: 952-469-1589 � Toll Free: 1-888-469-7789 � Fax: 952-985-5671 � www.imagetrend.com cA(� MAG ETREND0 THIS AGREEMENT is made and entered into on the date last written below, by and between the ImageTrend, LLC, a Minnesota corporation (hereinafter "ImageTrend" or "Contractor"), and Collier County, FL c/o Emergency Medical Services, a political subdivision of the State of Florida (hereinafter "Client" or "County"), together "the Parties." RECITALS WHEREAS, Client desires to have services performed by ImageTrend; and WHEREAS, Client desires to purchase Commercial -Off -The -Shelf Software from ImageTrend; and WHEREAS, Client desires to purchase Custom Software Development from ImageTrend; and WHEREAS, the parties agree that this Agreement supersedes any and all agreements entered between the parties prior to the execution of this Agreement including Contract No.17-7141 and any amendments thereto. All superseded agreements and amendments are terminated in their entirety upon the Effective Date of this Agreement; and WHEREAS, ImageTrend possesses technical skill, knowledge, and capability in consulting and designing custom and off -the -shelf software solutions and performing technical software services and Client desires such services. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: SECTION 1. DEFINITIONS "Agreement" and "This Agreement" means this Master Software and Services Agreement, the Work Orders issued hereunder, all Attachments and Exhibits attached hereto, or any Amendments mutually executed hereto. "Business Day" means a single 8 hour period occurring on a Monday, Tuesday, Wednesday, Thursday or Friday, 9:00am CST to 5:00pm CST, excluding holidays per §14(b) below. Unless specified in a Service Order, ImageTrend personnel will only perform services during Business Days. "Business Week" means a 5 day period, beginning Monday at 9:00am CST and ending Friday at 5:00pm CST, excluding holidays per below. "Confidential information" means the proprietary products and trade secrets, including, but not limited to, computer software, code, technical parameters, price lists, methods of pricing, customer lists, designs, software documentations, manuals, models and account tables, and any and all information maintained or developed. Information shall be considered Confidential Information if it is identified in writing as confidential or proprietary, upon written notice specifying and describing the nature of the orally disclosed Confidential Information at that time, or within fifteen (15) days of such disclosure. The definition of Confidential Information shall be further subject to the restraints imposed by Florida law. 13 November 2023 www.imagetrend.com Page � 2 of 38 _ MAG ETREND`� "Commercial Off The Shelf" or "COTS" means pre -designed software products which are made available for sale by ImageTrend to many customers. COTS is mutually exclusive to Custom Software or Custom IP. MOTS means Modified Off The Shelf, and is a derivative work of ImageTrend COTS Software. "Custom IF or "Custom Software" means software products, or other Intellectual Property, which is designed for a specific purpose, for a specific customer or CLIENT. "Deliverable" means an intangible or tangible product, material, or service produced as a result of a Work Order, and each Deliverable is specified in the corresponding Work Order from which it is produced. "Disclosing Party" means the party disclosing Confidential Information to the other party, see also Receiving Party. "Effective Date" means the date is December 9, 2023. "Fixed Fee" means a fixed amount of compensation due in return for a fixed Deliverable. "Governmental Entity" shall have the same meaning as "State and local government entities" as defined in the General Services Administration Acquisition Manual (GSAM) at 538.7001, as updated. "Intellectual Property" means any intellectual property or proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, trade names, brand names, corporate names, assumed names and business names ("Trademarks", which term shall include the items described in clause (viii) below); (ii) patents and any and all divisions, continuations, continuations -in -part, reissues, continuing patent applications, reexaminations or extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like statutory rights; inventions, invention disclosures, discoveries and improvements, whether patentable or not; (iii) copyrights and works of authorship; (iv) trade secrets (including those trade secrets defined in the Uniform Trade Secrets Act and under corresponding federal, state or foreign statutory or common law), business, technical and know- how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any Person; (v) mask works; (vi) moral rights, author's rights or rights of publicity; (vii) claims, causes of action and defenses relating to the enforcement of any of the foregoing; (viii) any applications for registration of any of the foregoing, and all renewals or extensions of any of the foregoing, whether now existing or hereafter arising; and (ix) the goodwill associated with each of the foregoing. For the avoidance of doubt, "Intellectual Property Rights" includes any and all of the foregoing related to computer software, data files, Source Code, Object Code, APIs, manuals, documentation, specifications, databases or other materials or information. "Licensed Information" means any information pertaining to the Software which is owned by IMAGETREND and is licensed to CLIENT. Licensed Information includes such information as input form, user manuals and user documentation, interface format and input/output format, and any other materials pertaining to the Software. "Local Travel" means travel to a destination in the Twin Cities Metro area, within 30 miles of Lakeville, MN. "Materials" and "Expenses" means but is not limited to third party software licenses, physical hardware, test devices, or other items, reasonable travel expenses (including but not limited to food, 13 November 2023 www.imagetrend.com MAG ETREND0 lodging, and transportation), printing, delivery of materials, or any other cost reasonably incurred arising out of this Agreement. All travel expenses are limited to the costs allowed under Florida Statutes, §112.061. "Master Services Agreement" means this document excluding Work Orders issued from this document. "Pre -Existing Materials" means code, documentation, frameworks, development accelerators, tool sets or any other materials owned by ImageTrend and not developed as part of the services performed for Client. It may include, without limitation, Security Framework, Dashboard, ImageTrend Frameworks, Report Writer and any other tools or Intellectual Property made or used by ImageTrend unrelated to this Agreement. "On -Site Hour" means time an hour worked by ImageTrend personnel on Client premises, or other premises of Client's choosing that are not ImageTrend's corporate offices. "Statement of Work" means the technical document which outlines a mutually agreed upon specification for particular Custom Development projects and associated costs, payment terms and acceptance procedures. This document requires client acceptance and signature prior to beginning work. "Support" means technical support for the configuration and functioning of the products, including taking and monitoring defect reports, as defined further below in the Service Level Agreement between ImageTrend and Client. "Software" means ImageTrend software provided to Client by ImageTrend, specifically software developed and/or written by ImageTrend. Software developed by a third -party which is purchased on behalf of Client is considered Third Party Material. "Receiving Party" means the party receiving Confidential Information from the Disclosing Party. "The Agreement" means collectively this Master Services Agreement, its Exhibits, all Work Orders issued from this Master Services Agreement, and all Exhibits to Work Orders. "Third Party Material(s)" means software or other materials owned by a party other than Client or ImageTrend. "Time and Materials Basis" means charges billable to the Client based upon each hour worked, multiplied by the hourly rate for the work, plus the actual cost of any Materials necessary (including but not limited to, the cost of third party software licenses, travel and accommodation expenses, or otherwise), or Materials beneficial (conditioned upon mutual assent of the parties), billed on a monthly basis in arrears. "Work Order" means the document which outlines a mutually agreed upon set of services, products, or Deliverables and associated costs, payment terms, and acceptance procedures. SECTION 2. TERM OF AGREEMENT The Term of this Agreement shall be 60 months from the Effective Date of this Agreement ("Initial Term"). 13 November 2023 www.imagetrend.com Page � 4 of 38 CAO MAG ETREND ` SECTION 3. WORK ORDERS CREATION OF WORK ORDERS. The parties may, from time to time, work together to detail the specific engagement scope, pricing, acceptance criteria, and terms of services to be performed and Deliverables to be delivered by ImageTrend. ImageTrend will set forth these details as a Work Order. If the Work Order is for the purchase of COTS Software, the Work Order shall also outline the quantity and SKU of each product or service as applicable. Should a Work Order contain no term regarding a topic, the terms of this Master Software and Services Agreement shall hold instead. LIMITATIONS OF WORK ORDERS. Work Orders may include requirements on the Client. Such requirements, when executed as part of a mutual agreed writing, form a material part of this Agreement and of the Work Order where the requirement is presented. Additionally, either party may set forth factual assumptions ("Assumption") in each Work Order. Notwithstanding anything in this Agreement or the Work Order, a Work Order will be rendered void to the extent that ImageTrend is obligated to perform services which are impossible or impracticable. Further, a Work Order will be rendered voidable to the extent that ImageTrend is obligated to perform services materially different than originally set out in that Work Order due to an inaccurate Assumption. The parties will make commercially reasonable efforts to negotiate an alternative or modified Work Order in light of the inaccurate Assumption. MODIFICATION OF WORK ORDERS. Any modification to the scope or tasks identified within the Work Order that change the work budget by an estimated 10 hours of work or more shall require a new modified written Work Order or written Change Order. ImageTrend shall not work on the new tasks in the modified Work Order until the Client has provided signed written acceptance of the new Work Order. FEE MODEL. The Work Order will contain fee and payment terms. The following fee models are contemplated: Fixed Fee ImageTrend shall perform the work outlined in the Work Order for a I ixed flat fee, plus Expenses. The Fixed Fee is exclusive of Expenses unless the Work Order outlines the Expenses. The Fixed Fee model may include milestone payments, with such milestone payments outlined in the Work Order. Time and Materials ImageTrend shall perform the work outlined in the Work Order on a Time and Materials basis, at the rates) specified in the Work Order. LEGAL EFFECT. Work Orders issued under this Master Services Agreement are incorporated by reference into this Master Services Agreement which collectively is called "the Agreement." Work Orders do not override the terms of this Master Services Agreement unless specifically stated that they do so. Work Orders may contain their own Fee/Payment Schedules and Payment Terms; those terms are binding insofar as they concern the services or Deliverables contemplated by the Work Order. For Work Orders 13 November 2023 www.imagetrend.com Page � 5 of 38 ;:;��,C) MAG ETREND0 without their own fee and payment terms, the payment terms in the Price Sheet and Work Order Attachment below control. CUSTOMIZED SOFTWARE DEVELOPMENT. The parties may mutually agree to a Work Order also known as a Statement of Work for the development of new or custom software, also known as "Modified Off The Shelf" or MOTS. All normal requirements of the Work Order shall apply, but additionally the parties must work together to mutually define a Statement of Work which outlines the tasks, and their timelines, to be undertaken as part of the project. Any Customized Software or MOTS Software developed under this Agreement will be Intellectual Property owned by ImageTrend. Should Client desire ownership of any Intellectual Property developed by ImageTrend, this must be embodied by a separate, mutually executed contract. For clarity, Client shall not and will not own any ImageTrend Intellectual Property under any circumstance under this Agreement. Client may only receive a license thereto as outlined in each Work Order. SECTION 4. PERFORMANCE OF SERVICES COMMENCEMENT. ImageTrend shall begin services described in the Work Order subsequent to the mutual signed execution of the Work Order. No services shall begin before mutual signed and written final acceptance of each Work Order. USE OF KNOW HOW. ImageTrend shall use its know-how, Intellectual Property, talent, skills, and employees to perform the services. Client shall conditionally receive a license to any and all pre-existing ImageTrend Intellectual Property and Know -How used in the creation of Deliverables and delivery of services as outlined below in §6 "Licensing and Intellectual Property" and the Software Licensing Terms Attachment. MATERIALS. Materials (including, but not limited to, third party software licenses, physical hardware, test devices, or other items and any other Material) that will be used in the development of the Software will be identified by ImageTrend to Client. ImageTrend shall acquire such Materials as the parties mutually agree should be acquired, and it shall be the Client's responsibility to pay for those materials. ACCEPTANCE OF SERVICES AND DELIVERABLES. ImageTrend shall deliver completed Deliverables and services to Client for acceptance. Each Work Order must detail the acceptance criteria for each Deliverable or service contained within that Work Order. If a Deliverable or services acceptance criteria is measurable objectively, it shall be complete upon satisfaction of that objective measurement without regard to either party's satisfaction with the Deliverable. If 1) a Deliverable's acceptance criteria is based on Client's satisfaction with the Deliverable, or 21 no acceptance criteria is detailed, than the following default clause shall apply: After delivery of the Deliverable or performance of the service. Client shall have no more than 15 days to: 1J accept the deliverable or service, or 2J reject the deliverable or service by providing a written rejection that reasonably sets forth the reason for the rejection and the changes required to gain Client's acceptance, or 3) provide a written request for a 15 additional day extension to review the Deliverable or service; ImageTrend shall not unreasonably withhold approval of such 15 day extension. If Client does not provide an acceptance within the above time frame inclusive 13 November 2023 www.imagetrend.com Page � 6 of 38 CAD MAG ETREND0 of extensions, the Deliverable or service will be deemed accepted. After delivery of the fourth revision of the service or Deliverable, the service or Deliverable shall be deemed accepted by Client. SECTION 5. FEES, INVOICING, AND PAYMENT TERMS PROMPT PAYMENT ACTS. IF CLIENT IS A GOVERNMENTAL ENTITY, THE FOLLOWING PARAGRAPH APPLIES: To the degree any term in this Section 5, or any payment related term in any Work Order, conflicts with the governing prompt payment act or similar procurement act which unambiguously limits client's ability to agree or comply with any term in this section 5 or in any payment related term in any work order ("The PPA")the term in the PPA will instead control ,. FEES. Client shall owe to ImageTrend such fees asset forth in each mutually executed Work Order. SCHEDULING NON -LOCAL TRAVEL. For air travel Client may, and is strongly advised to, schedule travel no less than 3 weeks in advance of the first on -site date by written request; ImageTrend reserves the right to approve or deny travel requests on a per -request basis. Client may also request travel by writing with 3 weeks or less advance notice; ImageTrend reserves the right to approve or deny such travel requests, and to invoice costs to Client due to scheduling changes ImageTrend must make to accommodate such a request if approved. All travel expenses are subject to Florida Statutes, § 112.0619 CANCELLATION, RESCHEDULE, OR DELAY. Client will provide to ImageTrend (10) ten business days prior written notice of Client's intent to delay, reschedule, or cancel ("Staffing Change") any service in a Work Order which requires an ImageTrend employee to perform work at a specific location or at a specific time (e.g. face-to-face meetings, on -site visits, after hours on -call status). If Client fails to provide such notice, Client shall reimburse ImageTrend for loss caused by the Staffing Change. ImageTrend shall use commercially reasonable efforts to mitigate any losses that would be incurred by a Staffing Change and due to ImageTrend by Client. INVOICING. Unless otherwise specified in a Work Order, payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." REMEDIES FOR NON-PAYMENT. Should Client fail to pay per the terms of this Agreement and this Section 5, ImageTrend may; 1) suspend services under all Work Orders until such payment is made in full. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. SALES TAX. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-1. TRAVEL COSTS. Should Client desire ImageTrend to send personnel to a location of Client's choosing in the continental United States, Client may pay $1,800 per ImageTrend trainer per trip and a further $1,750 per trainer per day spent at Client's chosen location. Travel outside of the continental US will be quoted by ImageTrend upon request. Travel may only be scheduled for a maximum of one business 13 November 2023 www.imagetrend.com Page � 7 of 38 MAG ETRENDG week of Monday through Friday per trip; however, Client may book consecutive trips. Non -local travel scheduling which runs from one business week into a subsequent business week(s) (e.g. start date on Friday at 8:00am, end date Wednesday at 5:00pm, "Overlapped Weekend") will result in ImageTrend invoicing Client an additional trip for each Overlapped Weekend. ImageTrend staff will work 8 hours each day, except on the first and last day of each trip ImageTrend may reserve up to 2 hours of the Business Day for travel time. Travel expenses shall be reimbursed as per Section 112.061, Fla. Stat. and must be pre -approved in writing. TIME AND MATERIALS RATE. Unless otherwise specified in a Work Order, ImageTrend's Time and Materials rate is $225.00 per hour. PRICE ESCALATION. ImageTrend reserves the right to escalate the prices contained herein, and any recurring fee, by no more than 5% of the then current price for each anniversary of the Effective Date beginning one year from the last signature. ImageTrend further reserves the right to escalate ImageTrend trainer travel trip prices once per year upon written notice to Client. Such ImageTrend trainer trip travel price increases will only affect future travel prices and will not change the price or amount due to ImageTrend for previously rendered travel. SECTION 6. DATA AND INTELLECTUAL PROPERTY CLIENT DATA. All Client data provided to ImageTrend remains at all times the property of the Client unless otherwise specified by a Work Order. ImageTrend will not use or make available any personally identifiable information or patient health information other than for performing the services outlined in a Work Order, and for use in an aggregated manner to monitor, operate, train artificial intelligence, and conduct statistical analyses relevant to the application's proper functioning, maintenance, optimization, or improvement. ImageTrend will not in any way transfer to any third party any Confidential Information of Client. DE -IDENTIFICATION. ImageTrend may create a de -identified data set of Client's data ("the De -identified Data Set") and ImageTrend may, in image I rend's discretion, transform, analyze, distribute and redistribute, create derivative works of, license, make available to 3rd party researchers, or otherwise use the De -identified Data Set except as limited by: 1) this Agreement, 2) applicable law and regulation, e.g. State and Local data privacy law and HIPAA/HITECH, 3) notwithstanding any of the prior, ImageTrend shall create the De -identified Data Set in accordance with the then current HIPAA Safe Harbor Rule at 45 CFR § 164.514(2)(i) by removing the 18 listed data elements, and any additional data element designated as 'Personal Information' by State and Local data breach law (or equivalent laws). ImageTrend shall ensure its methods for creating the De -identified Data Set comport with industry best practices and guidance such as NISTIR 8053 'De -Identification of Personal Information' (available at http://dx.doi.org/10,6028/NISTalRo8O53)9 ImageTrend shall use reasonable administrative, technical, and physical safeguards to protect and prevent unauthorized disclosure of the De -identified Data Set. ImageTrend shall not attempt to re -identify any de -identified records. GRANT OF LICENSE TO IMAGETREND'S PRE-EXISTING IP AND OWNERSHIP OF NEW IP. All Intellectual Property Rights connected to the ImageTrend pre-existing materials such as architectural structure, modules, processes, and Know -How that may be used in Deliverables ("Pre-existing IP"), shall remain owned by ImageTrend. ImageTrend agrees to grant to Client a royalty -free, worldwide, transferable, 13 November 2023 www.imagetrend.com Page � 8 of 38 MAG ETREND`' non-exclusive, use license for these architectural structures, modules, and processes that may be used solely in conjunction with the Deliverables and services performed under Work Orders and in accordance with the license selected below in the Software Licensing Terms Attachment, conditioned upon full payment of the Work Order from which the Deliverable containing Pre -Existing IP originates. This license may not be transferred, and Client may not sublicense, use, reproduce, distribute or prepare derivative works of ImageTrend's Pre -Existing IP except to the extent strictly necessary to fulfill the purpose of a Work Order. New Deliverables utilizing the same Pre -Existing IP may require another license for that new Deliverable, in ImageTrend's discretion. New Custom Intellectual Property authored by the parties in the course of performing a Work Order shall be owned by the party that authored the Intellectual Property and in the case of derivative works, it shall be owned by the party who owns the work from which the derivative is made, or as otherwise set forth in the Work Order. In the case of ImageTrend Software products licensed per in the Software Licensing Terms Attachment below, or "Modified Off The Shelf Software" as defined above, ImageTrend shall own all Intellectual Property related to or arising out of any Work Order. A Work Order may specify who owns the intellectual property embodied in a Deliverable; however, absent such terms in the Work Order, the terms of this Agreement shall control. Any right not hereby granted is reserved. SECTION 7. CONFIDENTIALITY CONFIDENTIALITY ACKNOWLEDGEMENT. Each party hereby acknowledges and agrees that the other )arty's Data, potential clients or customers, client or customer lists, business plans, pricing structures, software and database designs, and any other information a Party has marked as Confidential, constitute Confidential Information, subject to Florida law. Each party agrees to treat (and take precautions to ensure that its authorized personnel treat) Confidential Information as confidential in accordance with the confidentiality requirements and conditions set forth below. Orally transmitted information shall not be Confidential Information unless specified as such in a writing transmitted from the Disclosing party to the Receiving party within 15 days of the oral transmission, with such writing providing a reasonable description and scope of the Confidential Information transmitted. CONFIDENTIALITY OBLIGATIONS. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that the provisions of this §7 shall not apply to information which: (i) is in the public domain; (ii) has been acquired by a Party by means other than the disclosure of the information by the Disclosing Party; (iii) is duly obtained by a Party directly or indirectly from a third party who has independently developed the information and is entitled to disclose the information to the Party, and such disclosure does not directly or indirectly violate the confidentiality obligation of such third party; or (iv) becomes known publicly, without fault on the part of a Party, subsequent to the receipt of the information by Party, or (v) is otherwise not confidential as provided by Florida law or subject to disclosure by a judicial order. SURVIVAL. This §7 shall survive the termination of this Agreement or of any license granted under this Agreement. 13 November 2023 www.imagetrend.com Page � 9 of 38 CAO IMAGETREND SECTION 8. WARRANTIES NO CONFLICTS OF INTEREST. ImageTrend does not have any express or implied obligation to a third party which in any way conflicts with any of ImageTrend's obligations under this Agreement. SERVICES. All services and will be provided in a professional and workmanlike manner in accordance with applicable industry standards and will comply with all applicable laws. All Deliverables will substantially conform to the agreed -upon specifications set forth in the applicable Work Order or as otherwise set forth in this Agreement. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT ABOVE, THE SERVICES IMAGETREND PROVIDES TO CLIENT ARE PROVIDED WITHOUT ADDITIONAL WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. IMAGETREND HEREBY EXPRESSLY DISCLAIM, AND CLIENT HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES. SECTION 9. LIMITATION OF LIABILITY EACH PARTY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THAT PARTY IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EACH PARTY'S CUMULATIVE LIABILITY ARISING OUT OF OR IN ANY MANNER RELATED TO THIS SHALL BE LIMITED TO THE AMOUNT OF THE FEES DUE UNDER THIS AGREEMENT. SECTION 10. DISPUTE RESOLUTION DUTY TO NEGOTIATE IN GOOD FAITH PRIOR TO FORMAL DISPUTES. IF CLIENT IS A GOVERNMENTAL ENTITY, THE FOLLOWING 2 PARAGRAPHS APPLY: Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, 13 November 2023 www.imagetrend.com Page � 10of38 CAO IMAGE TREND" privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the negotiation. ARBITRATION. If Client is NOT a Governmental Entity the following paragraph applies: Any dispute between ImageTrend and Client under this Agreement shall be resolved by arbitration by an arbitrator selected under the rules of the American Arbitration Association in the State of the defending party and the arbitration shall be conducted in that same location under the rules of said Association. If an arbitrator cannot be agreed upon by the parties, ImageTrend and Client shall each choose an arbitrator, and those two chosen arbitrators shall choose a third arbitrator, that third arbitrator shall preside over any dispute. ImageTrend and Client shall each be entitled to present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre - hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision by the arbitrator. The arbitrator shall endeavor to keep costs as low as possible while still allowing for the just and fair disposition of the dispute. The determination of the arbitrator shall be conclusive, final and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his determination, and shall furnish to each party a signed copy of such determination. ImageTrend and Client shall equally share the cost of the arbitrator(s) fees. The arbitrator may award reasonable costs and expenses, including reasonable attorney fees, to the prevailing party. SECTION 11. NON -EXCLUSIVITY This Agreement does not establish any exclusivity of service, contract, customer relationship, or otherwise between the parties. SECTION 12. AMENDMENTS This Agreement may only be modified by a mutually executed writing including but not limited to Work Orders, signed by a person having authority to sign. SECTION 13. TERMINATION Either Party may terminate this Agreement upon giving the other Party thirty days (30) days' prior written notice to the other Party in addition to any other remedy or right contained in this Agreement. This right of termination is additive to other rights of termination identified above in this Agreement and does not preclude the exercise of those other rights. SECTION 14. INDEMNIFICATION IMAGETREND INDEMNITY. ImageTrend shall defend and indemnify Client from and against third party claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs, and expenses ("Claims"), which arise out of any negligent act or omission, or willful misconduct of ImageTrend. Client shall promptly notify ImageTrend for any actual or prospective Claim for which indemnification is sought. In the event that any third -party Claim is made and Client invokes this clause, ImageTrend shall have the right and option to undertake and control such defense of such action with counsel of ImageTrend's choice with control to settle any such Claim. ImageTrend shall have no obligation to defend or indemnify Client from Claims arising out of Client's negligent or intentional 13 November 2023 www.imagetrend.com Page � 11of38 IMAGETREND0 wrongful acts or omissions. Because ImageTrend must provide its own insurers with notice of a claim within 60 days of actual knowledge of a Claim, Client accordingly must provide ImageTrend written notice no more than 60 days after Client has actual knowledge of a Claim else ImageTrend shall have no obligation to indemnify Client. CLIENT INDEMNITY. IF CLIENT IS A GOVERNMENTAL ENTITY THE FOLLOWING PARAGRAPH DOES NOT APPLY. Client shall defend and indemnify ImageTrend from and against third party claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs, and expenses ("Claims"), which arise out of any negligent act or omission, or willful misconduct of Client. ImageTrend shall promptly notify Client for any actual or prospective Claim for which indemnification is sought. In the event that any third -party Claim is made and Client invokes this clause, Client shall have the right and option to undertake and control such defense of such action with counsel of Client's choice with control to settle any such Claim. Client shall have no obligation to defend or indemnify ImageTrend from Claims arising out of Client's negligent or intentional wrongful acts or omissions. ImageTrend accordingly must provide Client written notice no more than 60 days after ImageTrend has actual knowledge of a Claim else Client shall have no obligation to indemnify Client. SECTION 15. COOPERATIVE USE Public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with the CLIENT are eligible to participate in any subsequent Agreement. The parties agree that these lists are subject to change. Any such usage by other municipalities and government agencies must be in accord with the ordinance, charter, rules and regulations of the respective political entity and with applicable State and Federal Laws. SECTION 16. GENERAL TERMS a. INSURANCE REQUIREMENTS. ImageTrend will provide to Client a Certificate of Insurance upon request with the insurance coverages and limits as follows: Commercial General Liability: Coverage shall have minimum limits of 1000 000 Per Occurrence, 2 000 000 for aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premise and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. II. Workers' Compensation: Insurance covering all employees meeting Statutory Limits incompliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of 1 000 000 for each accident. III. Cyber Liability: $1,000,000 Per Occurrence. IV. Technology E&O: 1,000,000 Per Occurrence. 13 November 2023 www.imagetrend.com Page � 12of38 /H, �• IMAGE%REND° The Certificate Holder shall be named as Collier County Board of County Commissioners, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. On all certcates, the Certcate Holder must read: Collier County Board of County Commissioners, 3295 Tamiami Trail East, Naples, Florida 34112. Thirty (30) Days Cancellation Notice required. b. ELECTRONIC SIGNATURES. The parties agree to conduct transactions primarily via electronic means. Accordingly, each party accepts electronic signatures and Deliverables as equivalent to physical versions of the same, but not exclusively. c. BUSINESS DAYS AND HOLIDAYS. The parties agree a business day is 8 hours long, and excludes Saturdays, Sundays, and days reasonably considered a holiday by either party per each party's written policies. Unless otherwise specified in a Work Order, ImageTrend shall perform services only during business days, from 9:OOam CST to S:OOpm CST. d. COUNTERPARTS. This Agreement may be executed in counterpart originals, duly signed by both parties, each of which will be deemed an original but all of which, together, will constitute one and the same Agreement. Any terms not present in all counterpart copies are severed and void. Electronic counterparts are equally as valid as original counterparts. e. FORCE MAJEURE. Neither party will be liable for delays nor for non-performance due to an unforeseeable event, external to this Agreement and the parties, where the occurrence of the event beyond the non -performing or delayed party's reasonable control ("Force Majeure Events.") This clause shall not apply to costs due to ImageTrend to reimburse cancellation, reschedule, or modification of travel arrangements per §5 above. Force Majeure Events may include, but are not limited to: war, terrorism or threats of terrorism, civil disorder, labor strikes, fire, disease, medical epidemics or outbreaks, events which curtail necessary transportation facilities (e.g. airports), or other unforeseeable events where the occurrence of the event is beyond the non -performing or delayed party's control. f. REASONABLE COOPERATION. Client will reasonably cooperate with ImageTrend to the extent reasonably necessary to enable ImageTrend to perform the Services contemplated in each Work Order. Accordingly, Client will provide access, information or other materials in a fashion timely to the schedule of each Work Order. ImageTrend shall have no liability to Client for delays arising out the actions or non -actions of Client. g. NON ASSIGNABILITY. A party shall not assign this Agreement or its rights hereunder without the prior written consent of the other party. 13 November 2023 www.imagetrend.com Page � 13of38 1 MAG ETREND" h. JURISDICTION AND VENUE. The parties agree that the law governing this Agreement shall be that of the State of Florida without regard to its conflict of laws principles. IF CLIENT IS A GOVERNMENTAL ENTITY the law governing this Agreement shall be that of the Client's jurisdiction without regard to its conflict of laws principles. Venue shall be in the state and federal courts in and for Collier County, Florida. i. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties, with respect to this subject matter, including, but not limited to the services, goods, products, and Software provided by ImageTrend for Client and the compensation provided by Client for said provision of such services therefore, and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties. This Agreement may not be released, discharged, or modified except by an instrument in writing signed by the parties. j. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. k. WAIVER. No waiver by either party of any of any provision hereof shall constitute a waiver of any other term of this Agreement nor shall it preclude either party from enforcing its rights. NONAPPROPRIATION. IFCLIENT IS A GOVERNMENTAL ENTITY THE FOLLOWING PARAGRAPH APPLIES. The continuation of this Agreement is contingent upon the appropriation of funds by the legislature or other sources as applicable to fulfill the requirements of the Agreement. If the insufficient monies are appropriated to provide for the continuation of the Contract, or if such appropriation is reduced by the veto of the Governor or by any means provided in the applicable appropriation laws or regulations for any lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of this Agreement or any Work Order hereto, the Agreement or applicable Work Order(s) shall terminate on the date of the beginning of the first fiscal year for which funds have not been appropriated. ImageTrend shall be entitled to payment for deliverables in progress, to the extent work has been performed pursuant to this Agreement or any Work Order hereto; obligations that have been incurred that extend beyond the date of termination; and reasonable contract close-out costs. m. ATTORNEYS' FEES. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorneys' fees. n. INDEPENDENT CONTRACTORS. It is the express intention of Client and ImageTrend that ImageTrend and its employees and agents will perform the services hereunder as independent contractors to Client. Nothing in this Agreement shall in any way be construed to constitute ImageTrend or its employees or agents as an agent, employee or representative of Client. Without limiting the generality of the foregoing, ImageTrend is not authorized to bind Client to any liability or obligation or to represent ImageTrend has any such authority. Client and 13 November 2023 www.imagetrend.com Page � 14 of 38 MAG ETRENDrJ ImageTrend agree that neither ImageTrend employees nor its agents will receive Client - sponsored benefits from Client. o. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Federal law. p. PUBLIC ENTITY CRIME: By its execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. q. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offeror give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. r. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statutes, §448,095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT. Communications, Government &Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordReauest@colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 13 November 2023 www.imagetrend.com Page � 15 of 38 CAO MAG ETREND0 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. s. NOTICES. Any notice required to be given by either party to the other shall be deemed given if in writing on the date actually delivered (including electronic methods such as e-mail), or if deposited in the United States mail in registered or certified form with return receipt requested, postage prepaid, on the postmarked date and addressed to the notified party at the address set forth below, or to such other address as a party may designate from time to time by means of notice given hereunder to the other party. If to Client• Collier County EMS Attn: Tabatha Butcher Phone: (239) 252-3763 8075 Lely Cultural Parkway, Suite 267 Naples, FL 34113 If to ImaeeTrend: ImageTrend, LLC Attn: Legal Department Email: Contracts@imagetrend.com 20855 Kensington Boulevard Lakeville, MN 55044 13 November 2023 www.imagetrend.com Page � 16 of 38 I �. w NMAGETREND IN WITNESS WHEREOF, the Parties leave executed this Agreement on the date and year lir•st written above by an authorized person or agent. ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL) Contractor's Witnesses: Second Witness TType/print witness nameT BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Chairman 1MAGETREND, LLC By: Type/print signature and title Dat Approved as to norm and Legality: Doputy Caunty Attor7iey Print Name 13 November 2©23 www.ima�etrend.corn Page � 17 of 38 MAG E TREND SOFTWARE LICENSING TERMS ATTACHMENT To the degree any Work Order involves licensing ImageTrend Software, the following terms shall apply: "ImageTrend Elite Data Marts" means the relational databases) 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. Software as a ImageTrend hereby grants Client anon -exclusive, non -transferable license to use Service License the ImageTrend Software products) listed in the Work Order for such time as (SaaS) or listed in said Work Order. During the term of the Work Order, the Client shall Integration as a have access to the Software, which will be installed on servers at the ImageTrend Service (laaS) hosting facility and subject to the Service Level Agreement attached. All copies of ("SaaS") the Software and/or Licensed Information in any form provided by ImageTrend to Client hereunder are the sole property of ImageTrend and/or its suppliers, and that Client shall not have any right, title, or interest to any such Software 13 November 2023 www.imagetrend.com Page � 18 of 38 MAG ETREND0 and/or Licensed Information or copies thereof except as provided in this Agreement. ImageTrend ImageTrend will grant Client Cl non-exclusive, non -transferable, perpetual use Hosted License license without rights of resale or sublicensing, to the ImageTrend Software ("License") product(s) listed in the Work Order. Client shall have access to the Software, which will be installed on servers at the ImageTrend hosting facility and subject to the Service Level Agreement attached. All copies of the Software and/or Licensed Information in any form provided by ImageTrend to Client hereunder are the sole property of ImageTrend and/or its suppliers, and that Client shall not have any right, title, or interest to any such Software and/or Licensed Information or copies thereof except as provided in this Agreement. Client Hosted ImageTrend will grant Client anon -exclusive, non -transferable, perpetual use License license without rights of resale or sublicensing, to the ImageTrend Software ("On Premise product(s) listed in the Work Order. Client shall have access to the Software, License") which will be installed on servers at the Client hosting facility and subject to the attached Service Level Agreement. All copies of the Software and/or Licensed Information in any form provided by ImageTrend to Client hereunder are the sole property of ImageTrend and/or its suppliers, and that Client shall not have any right, title, or interest to any such Software and/or Licensed Information or copies thereof except as provided in this Agreement. Initial set up will require direct access to Client servers by ImageTrend personnel. However, after the installation is complete, management of non- ImageTrend software, operating systems, ancillary systems and the responsibility for keeping non- ImageTrend software updated will be the sole responsibility of Client. ImageTrend disclaims any and all liability arising out of out-of-date or otherwise insufficiently maintained non- ImageTrend software or hosting environment. ImageTrend has no duty to maintain the Client's hosted environment's cybersecurity. Client agrees to ensure that ImageTrend will have sufficient server access to fulfill ImageTrend's duties hereunder. Maintenance of Client Hardware, physical environment, storage, processing, patching, operating system maintenance, network device maintenance, Client 3rd party licenses (as outlined below), or any other task which is required to maintain the Client application hosting environment and is not directly arising out of a requirement of or defect to the ImageTrend application(s) are the sole responsibility of Client. It will not be ImageTrend's responsibility to maintain or resolve problems with Client's hosted environment. ImageTrend's sole responsibility shall be to provide application support for ImageTrend developed applications. Tasks which are ultimately discovered to be maintenance of the Client Hosting environment may be charged to Client at ImageTrend's out -of -scope rate. 13 November 2023 www.imagetrend.com Page � 19of38 MAG ETREND� 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. 13 November 2023 www.imagetrend.com Page � 20 of 38 IMAGETRENDV 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 13 November 2023 www.imagetrend.com Page � 21 of 38 IMAGE%REND° 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. Private Agency %Client responds to emergency medical incidents for -profit or not -for -profit and the Client is not a Governmental Entitv. Public Agency, County, Client responds to emergency Region, or City for its medical incidents and transports own employed EMS patients therefrom and is a workers ("Public Governmental Entity Hospital or Health Client is a 1) hospital, 2) health Network 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 dents in the regular scope of their employment All employees &contractors of Client who respond to emergency medical dents in the regular scope of their employment All employees &contractors of Client who respond to emergency medical dents in their regular scope of employment at or from the named Hospital brick -and -mortar locations. If the specific brick -and -mortar locations) is not named in a Work Order, then it shall be interpreted as the brick -and -mortar location from which the Client primary contact, Noemi Garcia or their successor, conducts their job duties most freouently. 13 November 2023 www.imagetrend.com Page � 22 of 38 ��; State, County, Region, City for its constituents Client is a Governmental Entity with authority or an official mandate to improve, facilitate, organize, surveil, investigate, report, collect reports of, or otherwise govern public health matters; or another entity acting under a grant or contract of and MAG ETREND0 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. for equivalent authority Group Purchase (Multi- Client(s) are a plurality of Private All employees & contractors of each Agency) Agencies and/or Public Agencies named organization, who respond to emergencv medical incidents Financing Party (e.g. billing company) on behalf of Agency/City/County third party beneficiary hich does Client is an entity wnot 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. 13 November 2023 www.imagetrend.com Page � 23 of 38 �p,(� MAG ETREND 1. PRICE SHEET AND WORK ORDER ATTACHMENT The prices below are based on the following SaaS transaction volumes, as provided by Client: 15,276 Incidents annually Previously Contracted Recurrine Fees �15,`J`J/.y2S Elite Rescue CAD Annual Fee $4,057.46 1 $4,057.46 Integration Elite Rescue Data Mart Annual Fee Support FirstWatch Distribution Annual Fee — Prorated Vault Records with Annual Fee — Attachments Prorated Newly Contracted Recurring Fees vNcn r�a��v�ni i�ca��wa�c Connection Send Invoices To: $5,796.38 1 $5,796.38 $1,406.88 NA ', $1,406.88 Collier County Board of Commissioners ATTN: Accounts Payable 3299 Tamiami Trl E Ste 700 Naples, FL 34112-5749 bccapclerk@collierclerk.com $728.48 NA $728.48 lU/1/LUL3- ' 9/30/2024 10/1/2023 — 9/30/2024 10/1/2023 — 9/ M/2024 6/23/2024 — 9/30/2024 5/6/2024- 9/30/2024 1Z,U45.UU Total Recurring Fees: $12,045.00 TOTAL YEAR 1: $12,045.00 13 November 2023 www.imagetrend.com Page � 24 of 38 CAa MAG ETREND0 Payment Terms: • "Newly Contracted Recurring Fees" are annual fees which recur each year. They are due on the anniversary of the fee. Newly Contracted Recurring Fees will be prorated at $1,003.75 per month from contract signature through September 31, 2024. Commencing October 1, 2024, the Newly Contracted Recurring Fees of $12,045.00 will be due annually. • All Recurring Fees are annual fees which recur each year beginning October 1st. • All Recurring Fees will escalate in price annually by 5%beginning 10/1/2024 and each year thereafter. • TIME AND MATERIALS RATE. Unless otherwise specified in a Work Order, ImageTrend's Time and Materials rate is $225.00 per hour. • 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. • Any late interest fees charged by Image Trend shall be pursuant to Section 218.74, Fla. Stats. . • All Annual SaaS Fees are based upon anticipated transaction volumes (as provided by Client) and are subject to an annual usage audit. ImageTrend reserves the right to increase fees in accordance with increased transaction volume per the Unit Price listed in the tables above. • ImageTrend will not be responsible for third -party fees related to this Agreement unless specifically outlined by this Agreement. 13 November 2023 www.imagetrend.com Page � 25 of 38 MAGETREND' SERVICE LEVEL AGREEMENT ATTACHMENT ImageTrend is committed to offering exceptional levels of service to our customers. This Service Level Agreement ("SLA") guarantees your website or application's availability, reliability and performance. This SLA applies to any site or application hosted on our network. 1. Customer Support ImageTrend is committed in providing an exceptional level of customer support. ImageTrend's servers are monitored 24 hours per day, 7 days per week, 365 days per year and our support staff is available via phone (888,469,7789) and email (www,imagetrend.com/support) as posted on the company's website. ImageTrend works to promptly resolve all issues reported by customers, and will acknowledge the disposition and potential resolution according to the chart below: of one or more Software functions -Access to one or more Software functions -Major subset of Software application impacted that is necessary for usage of the software Medium -Minor subsystem failure -Data entry or access impaired on a limited basis. Low -User error (i.e. training) or forgotten passwords - Issue can or must be delegated to local Client contact as a first level of response for resolution during business hours or via sup port.imagetrend.com Within four (4) hours of initial notification 24 Business hours Same day or next business day of initial As notification appropriate depending on nature of issue and responsible for resolution party 2. Data Ownership All customer data collected and maintained by ImageTrend shall at all times remain the property of the customer. 3. Data Protection ImageTrend takes data privacy and cybersecurity very seriously. ImageTrend utilizes compliant and industry recognized best practices to ensure data security, and does not use or make available any personally identifiable information to third parties without customer consent or as required by law. ImageTrend acknowledges that its handling of information on behalf of customers may be subject to federal, state or local laws, rules, regulation and restrictions regarding the privacy of consumer information. ImageTrend agrees to comply with all of such laws, rules, regulations and restrictions at its sole cost and expense. 13 November 2023 www.imagetrend.com Page � 26 of 38 ,�t , MAG ETREIVD` 4. Suspension of Service ImageTrend reserves the right to suspend and limit network resources to customers failing to pay the monthly fee in advance at its own discretion. In the event of service suspension, full service delivery will be restored within 48 hours from the date and time that payment is received. 5. Availability ImageTrend is fully committed to providing quality service to all customers. To support this commitment, ImageTrend offers the following commitments related to application server Availability: Availability Objective: ImageTrend will provide 99.5% Availability (as defined below) for the ImageTrend network services within ImageTrend's Immediate Control. For purposes, hereof, 'Availability" or "Available" means the ImageTrend Services are available for access and use through the Internet. "Immediate Control" includes ImageTrend's network services within the ImageTrend data center which extends to, includes and terminates at the Internet Service Provider ("ISP") circuit termination point on the router in ImageTrend's data center (i.e., public Internet connectivity). Specifically excluded from the definition of "Immediate Control" are the following: a. Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Client or a third -party entity (or any of their vendors or service providers) and Client's or a third party entity's network services or end -user hardware. b. Acts or omissions of Client, their employees, contractors, agents or representatives, third party vendors or service providers or anyone gaining access to the ImageTrend Services at the request of Client. c. Issues arising from bugs, defects, or other problems in the software, firmware, or hardware of third parties. d. Delays or failures due to circumstances beyond ImageTrend's reasonable control that could not be avoided by its exercise of due care. e. Any outage, network unavailability or downtime outside the ImageTrend data center. Availability Calculation: Availability is based on a monthly calculation. The calculation will be as follows: ((a — b) / a) x 100, where "a" is the total number of hours in a given calendar month, excluding Scheduled Maintenance (as defined below), and "b" is the total number of hours that service is not Available in a given month. Offline Capability. The Software may have off line capability which provides redundancy when network or server back -end capability is not available. Periods of time when the Software's primary functions continue to function offline shall be excluded from the unavailability calculation 'b" above. Scheduled Maintenance: ImageTrend conducts scheduled maintenance, as necessary, every last Wednesday of the month. ImageTrend will perform scheduled maintenance within that maintenance window between the hours of 9:00 p.m. CST to 11:00 p.m. CST. ImageTrend may change the regularly scheduled maintenance window from time to time at ImageTrend's discretion upon reasonable notice to Client. 13 November 2023 www.imagetrend.com Page 27 of 38 MAG ETREND0 Service Disruption: upon customer's written notice to ImageTrend, if Availability for the month is below the guaranteed level, ImageTrend will issue a credit to customer in accordance with the schedule below: Availability: 99.0% - 99.5% = 5% of monthly hosting fee credited 95.0% - 98.99% = 10% of monthly hosting fee credited 90.0% - 94.99% = 15% of monthly hosting fee credited 89.99% or below = 2.5% for every 1 % of lost Availability (in no event exceeding 50% of monthly hosting fees) ImageTrend maintains precise and objective Availability metrics, which shall be determinative when calculating any customer requested credit. ImageTrend maintained Availability metrics shall only be requested in good faith to address material customer concerns. To receive a credit, customers must specifically request it during the month following the month for which the credit is requested. Credits shall not be issued if a customer account is past due, suspended or pending suspension. 6. General ImageTrend reserves the right to change or modify this SLA and the related services being provided to benefit its customers, including changes to hosting environments and infrastructure, provided that any such improvements shall adhere to the regulatory guidelines and best practices referenced herein. 13 November 2023 www.imagetrend.com Page � 28 of 38 MAG ETREND0 BUSINESS ASSOCIATE AGREEMENT ATTACHMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY ("Covered Entity") and Imagetrend, LLC, whose address is: 20855 Kensington Blvd, Lakeville, MN 55044, ("Business Associate"), effective as of this 9th day of December, 2023 (the "Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are net by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein. 2. Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under Contact # "00007832.0", "Master Software and Services Agreement" as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law, Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate, Business Associate may Disclose PHI for the proper 13 November 2023 www.imagetrend.com Page � 29 of 38 MAG ETREND`j management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purposes) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeeuards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Master Software and Services Agreement and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.3 16; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure %J PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Master Software and Services Agreement shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting, 13 November 2023 www.imagetrend.com Page � 30 of 38 MAG ETREND`P a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and (ii) any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements A Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Master Software and Services Agreement, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy A such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or 13 November 2023 www.imagetrend.com Page � 31 of 38 ,, ��; IMAGETREND" maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendments) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six (6) month period; however, a reasonable, cost -based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH. Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity 13 November 2023 www.imagetrend.com Page � 32 of 38 MAG ETREND0 shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164,5229 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (1) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With 13 November 2023 www.imagetrend.com Page � 33 of 38 CAO MAG ETRENDU respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on UnderlyinLy Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 13 November 2023 www.imagetrend.com Page � 34 of 38 s.-,�; 4., MAG ETREND0 16. Governing Law, This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. If to Business Associate: Naples, Cl 34112 Attn: Michael Quigley, Risk Management Director Telephone no: 239-252-8461 Facsimile no: 239-252-8048 ImageTrend, LLC 20855 Kensington Blvd Lakeville, MN 55044 Attn: Legal Department Telephone: 952-469-1589 Email:contracts@imagetrend.com 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees) arising out of or directly relating to any non -permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate, 19. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement, This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. 13 November 2023 www.imagetrend.com Page 35 of 38 I MAG ETREND d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. Contractor's Witnesses: r tness TT witness nameT J T�pe7 n Second Witn%es�s � TType/print witness nameT As to Form and Legality; Scott R. Teach Deputy County Attorney COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA n 00 Wag A 61 Mi6 ael Quigley, Director of Risk Management BUSINESS ASSOCIATE: ImageTrend, LLC IT! M Print Name: ,sep ► ' %jrr.; u 13 November 2023 www.imagetrend.com Page � 36 of 38 MAGETREND` DATA EXCHANGE AUTHORIZATION Between ImageTrend, LLC ("ImageTrend"), a Minnesota Corporation located at 20855 Kensington Blvd., Lakeville, MN 55044 and Collier County EMS ("the Data Controller" and "Client") residing at 8075 Lely Cultural Parkway Naples„ FL 34113 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 fWilled 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. Open Platform ImageTrend's Open Platform Healthcare ImageTrend at SESE O Healthcare Connection allows for the sending of Elite Lakeville, Connection ePCR data (via NEMSIS XMQ to a third MN55044 party system that transmits that onto a hospital system and consumes patient outcome data back, reconciles it, and inserts it back into the patients ePCR record. Please refer to ImageTrend's Open Platform Healthcare Connection Implementation Guide for specific fields and workflow. 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. The Parties hereby agree to this Data Exchange Authorization• 13 November 2023 www.imagetrend.com Page � 37 of 38 ,�.-, ��,, MAG ETRFND IN WITNESS WHCl2I4OF, the Parties have executed this Agreement on the date and year first written above by an authorized person or agent. ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL) Contractor's Witnesses: Second Witness " Pi TType/print witness nameT 130ARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Chairman IMAGETREND, LLC TI`ype/print signature and titleT I � � Dat Approved as to Form ruui Legality: Deputy County Attorney Print Name 13 November 2023 www.imagetrend.com Page � 38 of 3a