Ordinance No. 16,404 (Item 8.b.)ORDINANCE NO. 16,404
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH
IMAGETREND LLC FOR FIRE/EMS RECORD MANAGEMENT SOFTWARE FOR
THE FIRE DEPARTMENT; AUTHORIZING PAYMENT BY THE CITY OF
BAYTOWN IN AN AMOUNT NOT TO EXCEED THIRTY-NINE THOUSAND EIGHT
HUNDRED SIXTY-SIX AND NO/100 DOLLARS ($39,866.00) FOR YEAR ONE OF A
THREE YEAR CONTRACT; MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute a Professional Services Agreement with ImageTrend LLC for Fire/EMS record
management software for the Fire Department. A copy of said agreement is attached hereto as Exhibit "A"
and incorporated herein for all intents and purposes. A copy of the ImageTrend Order Form is attached
hereto as Exhibit "B" and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to ImageTrend
LLC, in an amount not to exceed THIRTY-NINE THOUSAND EIGHT HUNDRED SIXTY-SIX AND
NO/100 DOLLARS ($39,866.00) for year one of a three year contract for professional services in
accordance with the agreements authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 26" day of February, 2026. I A
EST: o,YTO 9ffr,'
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ANGLLA CKSON, City C ldr
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APPROVED AS TO FORM- i
KRISTIN HOLMES, Assistant City Attorney
R:\Ordinances and Resolutions\Ordinance Drafts\2026-2-26\Ordinance Approving Professional Services Agreement for hnageTrend LLC for Fire -
EMS record management software.vh.docx
EXHIBIT "A" ImageTrend S
Master Subscription Agreement
This Master Subscription Agreement (the "MSA") is between the Customer listed in the signature block below
("Customer") and ImageTrend, LLC ("ImageTrend"), a Minnesota entity. (each, a "Party" and together, the
"Parties.")
The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase
ImageTrend's Services and Professional Services as described in an Order Form, Statement of Work or other
document signed or agreed to by the Parties.
In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form or
Statement of Work, the terms of the Order Form or Statement of Work shall control.
SECTION 1. ACCESS TO THE SERVICES
1.1 Service. ImageTrend will make the Services and Customer Data available pursuant to this Agreement and the
applicable Order Form(s) in accordance with Customer's Service Plan. ImageTrend will use commercially
reasonable efforts to make the Services available pursuant to the Service Level Agreement which is located at
Imp-,:ila.
1.2 Support. ImageTrend will, at no additional charge, provide Customer standard customer support for the
Services as detailed on the Site at httlis: 'x�,-�,ti .imagetrend.com support.
1.3Implementation Services. ImageTrend may provide Implementation Services subject to the terms and
conditions stated in a Project Plan. Any education or training hours expire one year from the date of execution of
such Order Form.
1.4 Professional Services. ImageTrend may provide Professional Services, including education or training, subject
to the terms and conditions stated in a Project Plan or Statement of Work. Any education or training hours expire
one year from the date of execution of such Statement of Work.
1.5 Updates. Customer acknowledges that ImageTrend may update the features and functionality of the Services
during the Subscription Term. Customer will be notified prior to upgrade or maintenance releases. ImageTrend will
not materially decrease the overall functionality of the Services purchased by Customer during the Subscription
Term. ImageTrend shall provide Customer with thirty (30) days' advance notice of any deprecation of any material
feature or functionality.
SECTION 2. USE OF THE SERVICES
2.1 Compliance. Customer is responsible for compliance with the provisions of this Agreement for any and all
activities that occur under an Account. Without limiting the foregoing, Customer will ensure that its use of the
Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or
other obligations Customer may maintain or enter into.
2.2 System Requirements. Customer is responsible for procuring and maintaining the network connections that
connect Customer's network to the Services including, but not limited to, browser software that supports protocols
used by ImageTrend, including the Transport Layer Security (TLS) protocol or other protocols accepted by
ImageTrend. ImageTrend assumes no responsibility for the reliability or performance of any connections as
described in this Section.
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2.3 No Competitive Access. Customer may not access the Services for competitive purposes or if Customer is a
competitor of ImageTrend, LLC.
2.4 Product Specific Terms. The provision and use of certain Services are subject to ImageTrend's Product Specific
Terms located at http,�: �-vwNti,.inia,etrend.com legal product-Specitie-terms.
SECTION 3. TERM, CANCELLATION AND TERMINATION
3.1 Term The term of this Master Subscription Agreement begins on the date this MSA is fully executed (the
"Effective Date") and will remain in effect until Customer no longer has a valid Order Form or Statement of Work
in effect, or until this MSA is terminated in accordance with the terms hereof, whichever occurs first. The
Subscription Term will be defined in each individual Order Form. Unless a subscription to a Service is terminated
in accordance with this MSA or the applicable Order Form, or unless otherwise stated in the applicable Order Form,
Customer's subscription to a Service will automatically renew for a one-year Subscription Term at the end of each
prior Subscription Term, for a maximum of five (5) one-year Subscription Term.
3.2 Cancellation. Either Party may elect to terminate an Account and subscription to a Service at the end of the then -
current Subscription Term by providing notice to re% enueoperationsrci Ima,eTrend.com no less than sixty (60) days
prior to the end of such Subscription Term.
3.3 Termination for Cause A Party may terminate this Agreement for cause (a) upon written notice to the other
Party of a material breach by the other Party if such breach remains materially uncured after thirty (30) days from
the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any
other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
ImageTrend will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date
of termination if this Agreement is terminated by Customer in accordance with this Section 3.3 for ImageTrend's
uncured material breach.
Customer must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable
Service Order if ImageTrend terminates this Agreement for Customer's material breach in accordance with this
Section. In no event will ImageTrend's termination for cause relieve Customer of its obligation to pay any fees
payable to ImageTrend for the period prior to termination.
3.4 Non -appropriation. In the event Customer does not receive sufficient funds from the governing body that
appropriates its budget, Customer will provide ImageTrend with written notice of such non -appropriation. In such
event, the Agreement and any applicable Order Forms and Statements of Work will be terminated at the end of the
then -existing Term. ImageTrend will be entitled to payment for Services and any Implementation Services or
Professional Services provided through the date of notification or a date determined by such governing body,
whichever is later.
3.5 Export of Customer Data upon termination or expiration. Upon Customer's written request, ninety (90) days
after the effective date of tennination or expiration, ImageTrend will make Customer Data available to Customer.
Thereafter, ImageTrend will delete Customer Data in accordance with NIST 800-88 standards, unless prohibited by
law or legal order. For clarity, Customer Data that has been de -identified pursuant to section 6.5 or Aggregate Data
Insights derived from Aggregate Data pursuant to section 6.6 shall not be subject to such deletion.
SECTION 4. USAGE AUDIT AND PLAN MODIFICATIONS
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4.1 Usage Audit. Once per year, ImageTrend will conduct an audit of Customer's use of the Services utilizing the
software solution itself. In the event such audit shows increased usage beyond what is listed in the Order Form,
ImageTrend will provide 30 days' notice of an increase in fees related to such increased usage. ImageTrend will
provide the amount of usage used in the prior year of the Subscription Term expiration date. Any increased price
for increased usage will be agreed upon in writing by the Parties and approved by the governing body of Customer.
If the increased usage is not agreed upon, then the contract can be terminated pursuant to Section 3.4.
4.2 Payment Portals. If Customer mandates that ImageTrend use a vendor payment portal or compliance portal
that charges ImageTrend a subscription fee or a percentage of any uploaded invoice as a required cost of doing
business, Customer will be invoiced by ImageTrend for, and Customer is obligated to pay, the cost of this fee.
4.3 Taxes. Unless otherwise stated, ImageTrend's Subscription Charges do not include any Taxes. Customer is
responsible for paying Taxes assessed in connection with the subscription to the Services except those assessable
against the ImageTrend Group measured by its net income. ImageTrend will invoice the Customer for such Taxes
if ImageTrend believes it has a legal obligation to do so and Customer agrees to pay such Taxes if so invoiced.
ImageTrend agrees to exempt Customer from any taxes for which Customer provides to ImageTrend a tax
exemption certificate prior to the issuance of an invoice; provided, however, that no such exemption shall be
extended to Customer following written notice to ImageTrend from a taxing authority of appropriate jurisdiction
that Customer does not qualify for the claimed exemption.
SECTION 5. CONFIDENTIAL INFORMATION
Each Party will protect the other's Confidential Information from unauthorized use, access or disclosure in the same
manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as
otherwise expressly permitted pursuant to this Agreement, each Party may use the other Parry's Confidential
Information solely to exercise its respective rights and perform its respective obligations under this Agreement and
shall disclose such Confidential Information (a) solely to the employees and/or non -employee service providers and
contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality
intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or
subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply
with any applicable law or regulation. The provisions of this Section 5 shall control over any non -disclosure
agreement by and between the Parties and any such non -disclosure agreement shall have no further force or effect
with respect to the exchange of Confidential Information after the execution of this Agreement. This section shall
not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party,
or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation
of this Agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or
threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable
injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other
Party to seek injunctive or other equitable relief in addition to all legal remedies.
SECTION 6. CUSTOMER DATA SECURITY, USE AND REQUIREMENTS
6.1 Safeguards. ImageTrend will maintain commercially reasonably administrative, physical, and technical
safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will
include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer
Data (other than by Customer). ImageTrend's compliance with such safeguards shall be deemed compliance with
ImageTrend's obligations to protect Customer Data as set forth in the Agreement.
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6.2 Customer Data. ImageTrend will, and Customer hereby instructs ImageTrend to, access Customer Data to
provide, secure and improve the Services. Customer is solely responsible for the accuracy, content, and legality of
all Customer Data.
6.3 Business Associate Agreement. To the extent Customer is considered a "covered entity" under 45 CFR 160.103
of the Health Insurance Portability and Accountability Act of 1996, and its implementing regulations ("HIPAA"),
the Parties shall execute a Business Associate Agreement, which shall be attached hereto as Exhibit A and
incorporated herein by reference into this Agreement once signed by the Parties.
6.4 Data Export Authorization
Customer hereby authorizes ImageTrend to transmit Customer Data to an end point as is required by the Service in
order for it to function as intended.
SECTION 7. TEMPORARY SUSPENSION
In the event ImageTrend detects or has reasonable suspicion of any Malicious Software connected to Customer's
Account or use of a Service by Customer, ImageTrend reserves the right to restrict functionalities or suspend the
Services (or any part thereof), Customer's Account or Customer's rights to access and use the Services and remove,
disable or quarantine any Customer Data or other content. Unless legally prohibited from doing so or where
ImageTrend is legally required to take immediate action, ImageTrend will use commercially reasonable efforts to
notify Customer as soon as practicable when taking any of the foregoing actions. ImageTrend will use commercially
reasonable efforts to (a) mitigate any interruption to the Service, and (b) restore the Services as soon as practicable.
ImageTrend will not be liable to Customer or any other third party for any modification, suspension or
discontinuation of Customer's rights to access and use the Services under this Section 7. ImageTrend may refer any
suspected fraudulent, abusive, or illegal activity by Customer to law enforcement authorities at ImageTrend's sole
discretion.
SECTION 8. NON-IMAGETREND SERVICES
If Customer decides to enable, access or use Non-ImageTrend Services, Customer's access and use of such Non-
ImageTrend Services shall be governed solely by the terms and conditions of such Non-ImageTrend Services.
ImageTrend does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such
Non-ImageTrend Services, including, without limitation, their content or the manner in which they handle, protect,
manage or process data (including Customer Data), or any interaction between Customer and the provider of such
Non-ImageTrend Services. ImageTrend cannot guarantee the continued availability of such Non-ImageTrend
Service features. Customer irrevocably waives any claim against ImageTrend with respect to such Non-ImageTrend
Services. ImageTrend is not liable for any damage or loss caused or alleged to be caused by or in connection with
Customer's enablement, access or use of any such Non-ImageTrend Services, or Customer's reliance on the privacy
practices, data security processes or other policies of such Non-ImageTrend Services.
SECTION 9. INTELLECTUAL PROPERTY RIGHTS
9.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective
Intellectual Property Rights. The rights granted to Customer to use the Service(s) under this Agreement do not
convey any additional rights in the Service(s) or in any Intellectual Property Rights of ImageTrend associated
therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title
and interest in and to the Services and all hardware, Software and other components of or used to provide the
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Services and ImageTrend's machine learning algorithms, including all related Intellectual Property Rights, will
remain with ImageTrend and belong exclusively to ImageTrend.
9.2 Feedback. ImageTrend shall have a fully paid -up, royalty -free, worldwide, transferable, sub -licensable (through
multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, and incorporate into the
Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding
the Services that ImageTrend receives from Customer or other third parties acting on Customer's behalf.
ImageTrend also reserves the right to seek intellectual property protection for any features, functionality or
components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or
other feedback regarding the Services that ImageTrend receives from Customer or other third parties acting on
Customer's behalf.
9.3 Use of ImageTrend Marks. Customer may only use the ImageTrend Marks in a manner permitted by
ImageTrend, provided Customer does not attempt, now or in the future, to claim any rights in the ImageTrend
Marks, dilute or degrade the distinctiveness of the ImageTrend Marks, or use the ImageTrend Marks to disparage
or misrepresent ImageTrend or ImageTrend Services. ImageTrend may use Customer Marks with written agreement
of Customer.
9.4 Ownership of Customer Data. Customer shall retain ownership rights, including all Intellectual Property
Rights, to all Customer Data.
SECTION 10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed
and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its
terms; (b) no authorization or approval from any third party is required in connection with such Party's execution,
delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does
not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is
otherwise bound.
10.2 ImageTrend Warranties ImageTrend warrants that during an applicable Subscription Term (a) ImageTrend
does not have any express or implied obligation to a third party which in any way conflicts with any of ImageTrend's
obligations under this Agreement; (b) the Services will perform materially in accordance with the applicable
documentation; and (c) all implementation services and will be provided in a professional and workmanlike manner
in accordance with applicable industry standards. For any breach of a warranty in this section, Customer's exclusive
remedies are those described in Section 3.3 herein. The warranties herein do not apply to any misuse or unauthorized
modification of the Services made by Customer.
To the extent applicable, ImageTrend represents and warrants to Customer that ImageTrend (i) is not currently
excluded, debarred, or otherwise ineligible to participate in any federal health care program as defined in 42 U.S.C.
Section 1320a-7b(f) ("the Federal Healthcare Programs"); (ii) has not been convicted of a criminal offense related
to the provision of health care items or services and not yet been excluded, debarred, or otherwise declared ineligible
to participate in the Federal Healthcare Programs, and (iii) is not under investigation or otherwise aware of any
circumstances which may result in ImageTrend being excluded from participation in the Federal Healthcare
Programs. This shall be an ongoing representation and warranty during the term of this Agreement, and ImageTrend
shall immediately notify Customer of any change in the status of the representations and warranty set forth in this
section.
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10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND
TO THE FULLEST EXTENT PERMITTED BY LAW, AND IMAGETREND EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
AND NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IMAGETREND DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR -FREE OR
FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE
OBTAINED BY CUSTOMER FROM IMAGETREND OR THROUGH THE SERVICES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SECTION 11. INDEMNIFICATION
11.1 Indemnification by ImageTrend ImageTrend will indemnify and defend the Customer from and against any
claim brought by a third party against Customer alleging that Customer's use of a Service as permitted hereunder
(1) infringes or misappropriates a third party's valid patent, copyright, trademark or trade secret (an "IP Claim");
(2) is grossly negligent or constitutes willful misconduct; (3) resulted in fraud; (4) resulted in personal injury or
death (any of (1) through (4) are a "Claim"). ImageTrend shall, at ImageTrend's expense, defend such Claim and
pay damages finally awarded against Customer in connection therewith, including reasonable fees and expenses of
attorneys engaged by ImageTrend for such defense, provided that (a) Customer promptly notifies ImageTrend of
the threat or notice of such Claim; (b) ImageTrend will have sole, exclusive control and authority to select defense
attorneys, defend and/or settle any such Claim (however, ImageTrend shall not settle or compromise any claim that
results in liability or admission of any liability by Customer without Customer's prior written consent); and (c)
Customer fully cooperates with ImageTrend in connection therewith. If use of a Service by Customer has become,
or, in ImageTrend's opinion, is likely to become, the subject of any IP Claim, ImageTrend may, at ImageTrend's
option and expense (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii)
replace or modify a Service to make it non -infringing; or (iii) if options (i) or (ii) are not commercially reasonable
or practicable as determined by ImageTrend, terminate Customer's subscription to the Service(s) and repay
Customer, on a pro-rata basis, any Subscription Charges paid to ImageTrend for the unused portion of Customer's
Subscription Term for such Service(s). ImageTrend will have no liability or obligation under this Section 11.1 with
respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions
or specifications provided by Customer; (y) modification of the Service(s) by anyone other than ImageTrend or
ImageTrend Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software
where a Service would not by itself be infringing. The provisions of this Section 11.1 state the sole, exclusive and
entire liability of ImageTrend to Customer and Customer's sole remedy with respect to a Claim brought by reason
of access to or use of a Service by Customer.
SECTION 12. LIMITATION OF LIABILITY
12.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY
(WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS
AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS
AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA
IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER'S SYSTEMS OR OVER THE INTERNET
THROUGH NO FAULT OF IMAGETREND), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS
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OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT
LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH
THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH
DAMAGES.
12.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IMAGETREND'S AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF THIS
AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE
SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID BY THE CUSTOMER
DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE
TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE
OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE
PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND
PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF
IMAGETREND WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
IMAGETREND HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE
CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL
SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 12.2
SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM IMAGETREND'S INDEMNITY
OBLIGATIONS IN SECTION 11.1 OF THIS AGREEMENT.
12.3 LIMITATION OF LIABILITY IN THE AGGREGATE THE LIMITATION OF LIABILITY PROVIDED
FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER AND ITS
AFFILIATES, AND SHALL NOT BE CUMULATIVE.
12.4 Enforceable against ImageTrend Any claims or damages that Customer may have against ImageTrend shall
only be enforceable against ImageTrend and not any other entity, nor any officers, directors, representatives or
agents of ImageTrend.
SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT
13.1 Assignment. Except as permitted herein, neither party may, directly or indirectly, by operation of law or
otherwise, assign all or any part of this Agreement or rights under this Agreement, or delegate performance of its
duties under this Agreement, without written prior consent of the other party, which consent will not be
unreasonably withheld. Notwithstanding the foregoing, (a) Customer may, without ImageTrend's consent, assign
this Agreement in connection with any merger or change of control of Customer or the sale of all or substantially
all of Customer's assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement;
and (b) ImageTrend may, without Customer's consent, assign this Agreement in connection with any merger or
change of control of ImageTrend or the sale of all or substantially all of ImageTrend's assets provided that any such
successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this
Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective
successors and assigns.
13.2 Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all prior
agreements between Customer and ImageTrend, with regard to the subject matter hereof. This Agreement shall
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apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other
order documentation Customer provide(s) and all such terms or conditions in such purchase order, request for
information, request for proposal, or other order documentation are null and void. Except as expressly stated herein,
there are no other agreements, representations, warranties or commitments which may be relied upon by either Party
with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The
headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.
13.3 Waiver. Either Party's failure to enforce at any time any provision of this Agreement does not constitute a
waiver of that provision or of any other provision of this Agreement.
SECTION 14. SEVERABILITY
If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body,
such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the
remaining provisions of this Agreement shall remain in effect.
SECTION 15. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture,
general agency, fiduciary or employment relationship between the Parties. Customer is solely responsible for
determining whether the Services meet Customer's technical, business, or regulatory requirements.
SECTION 16. NOTICE
16.1 Notices to Customer. All notices provided by ImageTrend to Customer under this Agreement may be
delivered in writing by (a) nationally recognized delivery service ("Courier") or U.S. mail to the contact mailing
address provided by Customer on any Order Form; or (b) electronic mail to the electronic mail address provided for
the Account owner.
16.2 Notices to ImageTrend All notices provided by Customer to ImageTrend under this Agreement must be
delivered in writing by (a) Courier or U.S. mail to 1305 Corporate Center Drive, Suite 500, Eagan, MN 55121 Attn:
Legal Department; or (b) electronic mail to comracts((1 [magcTrciid.com
16.3 Timing of Notices. All notices provided by either Party to the other shall be deemed to have been given
immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after
being deposited in the mail or with a Courier as permitted above.
SECTION 17. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas, without reference to conflict of laws principles.
Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Harris County, Texas.
Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose
of resolving any dispute relating to this Agreement or relating to access to or use of the Services by Customer.
SECTION 18. ETHICAL CONDUCT AND COMPLIANCE
Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly, any
illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing of value),
or will offer or accept the same in connection with this Agreement.
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SECTION 19. SURVIVAL
Sections 2.1, 3.5, 5, 6.5-6.7, 10-17 and 20 shall survive termination of this Agreement with respect to use of the
Services by Customer. Termination of this Agreement shall not limit a Party's liability for obligations accrued as of
or prior to termination or for any breach of this Agreement.
SECTION 20. DEFINITIONS
When used in this Agreement with initial letters capitalized, these terms have the following meaning:
"Account" means any accounts or instances created by, or on behalf of, Customer within the Services.
"Agreement" means the Master Subscription Agreement together with any and all Product Specific Terms, Order
Form and other mutually executed documents. The Master Subscription Agreement may also be referred to as
"MSA."
"Confidential Information" means all information disclosed by one Party to the other Party which is in tangible
form and designated as confidential or is information, regardless of form, which a reasonable person would
understand to be confidential given the nature of the information and circumstances of disclosure, including but not
limited to the pricing terms, product plans and designs, business processes, security notifications, database
structures, database schemas and customer communications. Notwithstanding the foregoing, Confidential
Information shall not include information that (a) was already known to the receiving Party at the time of disclosure
by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving
Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally
available to the public other than by violation of this Agreement or another valid agreement between the Parties; or
(d) was or is independently developed by the receiving Party without the use of the disclosing Party's Confidential
Information.
"Customer Data" means all electronic data, text, messages, communications or other materials submitted to and
stored within a Service by Customer in connection with Customer's use of such Service.
"Force Majeure Event" means any circumstances beyond ImageTrend's reasonable control, including, but not
limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor
problem (other than one involving ImageTrend employees), Internet service provider failure or delay, Non-
ImageTrend Services, or acts undertaken by third parties, including without limitation, denial of service attack.
"ImageTrend Marks" means any trademarks, service marks, service or trade names, taglines, logos or other
designations of ImageTrend, whether registered or unregistered.
"Intellectual Property Rights" means any and all of a Party's patents, inventions, copyrights, trademarks, domain
names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
"Malicious Software" means any viruses, malware, Trojan horses, time bombs, or any other similar harmful
software.
"Non-ImageTrend Services" means third party products, applications, services, software, networks, systems,
directories, websites, databases and information which a Service links to, or which Customer may connect to or
enable in conjunction with a Service, including, without limitation, Non-ImageTrend Services which may be
integrated directly into an Account by Customer or at Customer's direction.
ImageTrend S
"Order Form" means ImageTrend's generated order form(s) executed by Customer with respect to Customer's
subscription to a Service.
"Personnel" means employees and/or non -employee contractors of ImageTrend engaged by ImageTrend in
connection with performance hereunder.
"Planned Downtime" means planned downtime for upgrades and maintenance to the Services scheduled in
advance of such upgrades and maintenance.
"Product Specific Terms" means ImageTrend's Product Specific Terms located at
leaps: ,lvww.imao ctrcrid.corn!lega1:prod uct-specific-tell ms.
"Professional Services" means professional services (including any training, success and implementation services)
provided by ImageTrend Personnel as indicated on an Order Form or other written document such as an SOW.
"Service(s)" means the products and services that are used or ordered by Customer via an Order Form referencing
this Agreement, and made available by ImageTrend, via the applicable Customer login. "Services" exclude (a) Non-
ImageTrend Services as that term is defined in this Agreement; and (b) any Additional Features or Associated
Services that are not provided under this Agreement or Customer's Service Plan. From time to time, the names and
descriptions of the Services or any individual Service may be changed. To the extent Customer is given access to
such Service as so described by virtue of a prior Service Order or other prior acceptance of this Agreement, this
Agreement shall be deemed to apply to such Service as newly named or described.
"Site" means a website operated by ImageTrend, including https:w�v% .1magcTrcnd-cony, as well as all other
websites that ImageTrend operates (but does not include the Services).
"Subscription Charges" means all charges associated with Customer's access to and use of an Account.
"Subscription Term" means the period during which Customer has agreed to subscribe to a Service.
"Taxes" means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or
withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective organizations,
hereby agree.
Customer ImageTrend, LLC
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
10
eTrend � EXHIBIT "B„ 1305 Corporate Center Drive. Suite 500, Eagan, MN 55121
Imag
Phone: (952) 469-1589 Toll Free: (888) 469-7789
ORDER FORM
Prepared For:
Bill To:
Patrick Mahoney
Baytown Fire Department (TX)
Baytown Fire Department (TX)
201 E Wye DR, Baytown, Texas, United States,
201 E Wye DR, Baytown, Texas, United States,
77521-4130
77521-4130
patrick.mahoney@baytown.org
Salesperson
Quote Number
Order Form
Date
Kristen Halpin
Enterprise Account Executive
Q-13110v7
12-17-2025
Contract Effective Date
Subscription Term (Months)
June 1, 2026
36
One Time Fees
Description
Qty
Fee Type
Unit Price
Total
Modules Setup & Implementation
6
One Time
$0.00
0
Onsite Training Session - 8 Hours
2
One Time
$0.00
0
Elite— Rescue Premier - Setup & Implementation
1
One Time
$0.00
0
Travel
1
One Time
$1,050.00
$1,050.00
Total Net Price
$1,050.00
Recurring Fees
Description
Qty
Fee Type
Unit Price
Total
Pulsara Integration
1
Recurring
$2,000.00
$2,000.00
Open Platform Healthcare Connection
1
Recurring
$816.00
$816.00
Elite— Rescue Premier - SaaS
1
Recurring
$32,000.00
$32,000.00
CAD Distribution
1
Recurring
$4,000.00
$4,000.00
Total Net Price
$38,816.00
Business Private 1/3
ImageTrend 2
Year Over Year Pricing
1305 Corporate Center Drive. Suite 500, Eagan, MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
Total Year 1:
$39,866.00
Total Recurring:
$38,816.00
Total One time:
$1,050.00
Total Contract Value:
$123,417.44
Item Name
YR 1 Cost
YR 1 Uplift
YR 2 Cost
YR 2 Uplift
YR 3 Cost
YR 3 Uplift
Pulsara Integration
$2,000.00
5%
$2,100.00
5%
$2,205.00
5%
Open Platform Healthcare Connection
$816.00
5%
$856.80
5%
$899.64
5%
Elite— Rescue Premier - SaaS
$32,000.00
5%
$33,600.00
5%
$35,280.00
5%
CAD Distribution
$4,000.00
5%
$4,200.00
5%
$4,410.00
5%
$40,756.80 $42,794.64
Incident Volume
Category
Incidents
Elite
17,000
Health Information Hub
17,000
This Order Form is subject to the terms of the Master Subscription Agreement located at
http://www.imagetrend.com/legal/msa unless there is a separate agreement between Baytown Fire
Department (TX) and ImageTrend.
This proposal is valid for 90 days from the date listed above.
Additional Terms:
• One -Time Fees will be invoiced upon contract effective date.
• Recurring fees will be prorated at $3,234.66 per month from the contract effective date of this
Order Form through September 30, 2026. Such prorated Recurring fees will be invoiced on
October 1, 2026.
• Beginning October 1, 2026 and each October 15` thereafter, the Recurring fees will be
invoiced annually in advance, unless Customer provides notice of cancellation in accordance
with the MSA, no less than sixty (60) days prior to the end of a Subscription Term.
• Customer's subscription to a Service will automatically renew for a one-year Subscription
Term at the end of each prior Subscription Term.
• Payments terms are Net 30, due after receipt of an invoice.
• Recurring fees are subject to price increases each year following the first year of the
Subscription Term, and will not exceed 5% of the then -current price in any given year.
• Any terms not defined herein shall have the same meaning as defined in the Master
Subscription Agreement.
• The Subscription Term for any Services added by Customer after the beginning of the then -
current Subscription Term will be coterminous with the then -current Subscription Term for
existing Services.
Business Private 2/3
ImageTrend 1305 Corporate Center Drive. Suite 500. Eagan. MN 55121
Phone: (952) 469-1589 Toll Free: (888) 469-7789
ImageTrend City of Baytown
Name Name
Title Title
Signature Signature
Date Date
Business Private 3/3