HomeMy WebLinkAboutFountain Hills Fire Department (AZ) - Direct Messaging Connection Fee_encrypted_ - signed
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SOFTWARE OR SERVICES AGREEMENT AMENDMENT
Contract Details
Original Contract Number
(“Original Contract”)
00007811.0 Amendment Contract
Number
00008496.0
This Agreement (hereinafter referred to as this “Agreement”) is made as of the date executed by the
last of the parties named below:
BETWEEN: ImageTrend, LLC, Minnesota corporation (hereinafter “ImageTrend”)
AND: Fountain Hills Fire Department (hereinafter “Client”).
The Client and ImageTrend mutually agree to the following changes to the Original Contract between
Fountain Hills Fire Department and ImageTrend, LLC.
1. The purpose of this Amendment is for Client to modify the Original Contract and Client’s existing
product orders and/or add new product items as outlined below in the Price Sheet attachment.
2. This Amendment is coterminous with the Original Contract. The Original Contract’s term
remains the same. All other terms and conditions remain the same.
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby agree.
Client ImageTrend
Signature:{{*Sig1_es_:signer1:signature}}
Signature: {{*Sig2_es_:signer2:signature:prefill}}
Print Name: {{*N1_es_:signer1:fullname}}
Print Name: {{*N2_es_:signer2:fullname:prefill}}
Title: {{*Ttl1_es_:signer1:title}} Title: {{*Ttl2_es_:signer2:title:prefill}}
Date: {{*Dte1_es_:signer1:date}} Date: {{*Dte1_es_:signer2:date:prefill}}
Rachael Goodwin (Jan 25, 2024 09:19 MST)
Rachael Goodwin
Rachael Goodwin
Town Manager
01/25/2024
Town Clerk
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PRICE SHEET AND WORK ORDER ATTACHMENT
The prices below are based on the following SaaS transaction volumes, as provided by Client:
1,500 Incidents annually
One Time Fees
Description SKU Unit Price Qty Extended Amount
Direct Messaging Connection Fee - Per
Agency Connection
ELT.002.010.029 $200.00 2 $400.00
Total One-Time Fees: $400.00
TOTAL YEAR 1: $400.00
Send Invoices To:
John Krajnak
jkrajnak@fountainhillsaz.gov
16426 E. Palisades
Fountain Hills, AZ 85268
Payment Terms:
1. “One Time Fees” are due once upon contract signature.
2. 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.
3. ImageTrend may charge to Client a late fee of 1.5% per month, or the highest rate allowed
under the law, whichever is lower, on any overdue amounts. Client also agrees ImageTrend may
charge to Client all reasonable costs and expenses of collection, including attorneys' fees where,
in ImageTrend’s discretion, payments are consistently deficient or late.
4. ImageTrend will not be responsible for third-party fees related to this Agreement unless
specifically outlined by this Agreement.
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DATA EXCHANGE AUTHORIZATION
Between the Parties to this Agreement with Client as “Data Controller”
Whereas; ImageTrend is a provider of data management services and a current Business Associate to
the Data Controller and;
Whereas; the Data Controller wishes ImageTrend to exchange certain ePHI data from and to the Data
Controller’s System, in ImageTrend’s capacity as a Business Associate
Data Exchange Purpose The purpose of this Data Exchange Authorization is to exchange Data
Controller’s data in accordance with the table below that lists the data exchange work items to be
fulfilled by ImageTrend (“the Identified Data Exchanges”). It is Data Controllers sole obligation to ensure
the “Destination” column is accurate. ImageTrend will fulfill and exchange data with the listed
Destination party, and will not deviate from the identified destination unless ImageTrend is directed
otherwise in writing by Data Controller. Notwithstanding any term to the contrary, ImageTrend shall not
be liable in any manner for sending or receiving data as outlined below; Data Controller assumes all risk
for the data source(s) and destination(s) identified below.
Description Quote Description Data Source Data Destination
Direct Messaging
Connection Fee -
Per Agency
Connection
ImageTrend, LLC at
Lakeville, MN
Kno2
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.
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The Parties hereby agree to this Data Exchange Authorization:
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective
organizations, hereby agree.
Client
ImageTrend
Signature:{{*Sig1_es_:signer1:signature}}
Signature: {{*Sig2_es_:signer2:signature:prefill}}
Print Name: {{*N1_es_:signer1:fullname}}
Print Name: {{*N2_es_:signer2:fullname:prefill}}
Title: {{*Ttl1_es_:signer1:title}}
Title: {{*Ttl2_es_:signer2:title:prefill}}
Date: {{*Dte1_es_:signer1:date}} Date: {{*Dte1_es_:signer2:date:prefill}}