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Software Licensing Agreement
SOFTWARE LICENSING AGREEMENT CONTRACT N: 3080= - BETWEEN CITY 2suN KANSAS P.O. Box 76a SAUNA, U67402-0736 AND IMAGETREND, INC. LaKENSINGTON 04 MAGETREND 7. a_I�, MN 55044 THIS AGREEMENT is made and entered into on the date last written below, by and between the ImageTrend, Inc., a Minnesota corporation (hereinafter'IMAGETREND"), and City of Salina, Kansas (hereinafter"CLIENT'). RECITALS WHEREAS, IMAGETREND owns the software system known SOFTWARE; and WHEREAS,CLIENT desires to obtain the license of the Software mentioned above; and WHEREAS, IMAGETREND is willing to provide CLIENT with a non-exclusive license of the Software on the terms and conditions contained herein; NOW,THEREFORE,THE PARTIES HEREBY AGREE AS FOLLOWS: SECTION 1. DEFINITIONS. "Authorized personnel" means employees of CLIENT that use the Software in the scope of their employment, or CLIENT's contractors where the contractor's services must necessarily require access to the Software. Personnel who intend to: reverse engineer, disclose, or use or acquire for any purpose not in the scope of the personnel's employment or necessary for contractor services, any Confidential Information are not Authorized Personnel. "Confidential information" means the proprietary products and trade secrets of IMAGETREND and/or its suppliers, including, but not limited to, computer software, code,technical parameters, price lists, customer lists, designs, software documentations, manuals, models and account tables, and any and all information maintained or developed by CLIENT pursuant to this AGREEMENT which is deemed confidential under existing state and/or federal law. "Custom Development"means that CLIENT contracts IMAGETREND through a signed and accepted Statement of Work to customize the software. Each CLIENT shall have the non-exclusive license to utilize such software. Such software may then become a part of the core product and be distributed. Custom Development may require ongoing support and/or hosting and shall be subject to support and/or hosting fee increases. IMAGETREND maintains ownership of all Custom Development. "ePCR" means an Electronic Patient Care Report "ImageTrend Elite Data Marts" means the relational database(s)that contain an enhanced and simplified reporting-ready format of the transactional data collected within ImageTrend Elite.The Elite Data Marts are available for use with the ImageTrend Elite Reporting Tools. "ImageTrend Elite Reporting Tools"means the Transactional Report Writer,Visual Informatics, Analytical Chart Reporting Tool and Analytical Tabular Reporting Tool in the Software that are based on a set of Elite Data Marts. "Incident(s)" means an instance where the CLIENT sends a vehicle to a potential or actual patient. "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, March 20,2018 www.imagetrend.com Page 12 user manuals and user documentation, interface format and input/output format, and any other materials pertaining to the Software. "Perpetual License" means an unlimited use of software without rights for resale. "Reference" means referral in the promotion of IMAGETREND'S software to other potential CLIENTS. "Run(s)" means an incident where the CLIENT sends a vehicle to a potential or actual patient. "Software" means the computer program(s) in machine readable object code form listed in Exhibit"A", including the executable processing programs comprising the various modules from the Software and the Licensed Information. °Statement of Work'means the technical document which outlines mutually agreed upon system specification for Custom Development and associated costs, payment terms and acceptance procedures. This document requires CLIENT acceptance and signature prior to beginning work. "Support" means interactive telephone and e-mail support, computer based online training, product upgrades and enhancements, along with defect corrections, delivered from IMAGETREND's offices. "Upgraded Version" means the Licensed Software and/or Licensed Information to which updates, enhancements, corrections, installations of patches or other changes have been made.The exterior form of the Updated Version is reflected by changes to the version numbers. SECTION 2. TERM OF AGREEMENT. The term of this AGREEMENT shall be one year(s)from signature date, subject to Section 13 of this AGREEMENT. This AGREEMENT shall be subject to automatic annual renewal unless terminated by either party as provided in Section 13, below. SECTION 3. GRANT OF LICENSE. A. NON-EXCLUSIVE PERPETUAL USE LICENSE. In accordance with the terms and conditions hereof, IMAGETREND agrees to grant to CLIENT and CLIENT agrees to accept a non-transferable and non-exclusive perpetual use license of the Software. During the term of the AGREEMENT, the CLIENT shall have access to the Software, which will be installed on servers at the IMAGETREND hosting facility and subject to the Service Level Agreement attached as Exhibit B. CLIENT expressly acknowledges that 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. B. IMAGETREND ELITE DATA MARTS NON-EXCLUSIVE USE LICENSE In accordance with the terms and conditions hereof, IMAGETREND agrees to grant the use of the ImageTrend Elite Data Marts only via ImageTrend Elite Reporting Tools as included and detailed in Exhibit A.This AGREEMENT does not give the CLIENT 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 available via separately-priced product and service offerings from IMAGETREND.This Section 3.B, is subject to the Non-Exclusive Use License as covered in Section 3.A and terms of this AGREEMENT. March 20,2018 vrvnv.imaaetrend corn Page 13 C. 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 to, copy 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. D. DATA OWNERSHIP AND DATA PROTECTION. All CLIENT data collected with IMAGETREND Software remains at all times the property of the CLIENT. IMAGETREND will not to use or make available any personally identifiable information other than for administering the CLIENT's account and collecting usage statistics in order to improve our products and services specifications. During the term of this AGREEMENT and after termination or expiration of this AGREEMENT, IMAGETREND will not in any way transfer to any third party or use in direct or indirect competition with the other party any information or data posted by CLIENT's and others on IMAGETREND's website and acknowledges that all such information is confidential. CLIENT shall have access to creative tools within the Elite Software platform. Use of these features is conditioned upon assignment to IMAGETREND of all copyrights in any work created within and using the Elite software platform,the terms of use for such creative tool features will prompt all users upon first use to agree to terms of use; those terms are hereby incorporated as part of this AGREEMENT and valid whether accepted before or after execution of this AGREEMENT. Please contact IMAGETREND for a copy of these terms prior to final acceptance of this AGREEMENT, if necessary. E. CLIENT DATA. Within thirty(30)days after the expiration of this AGREEMENT,the termination of this AGREEMENT, or IMAGETREND is no longer in business, IMAGETREND will deliver to the CLIENT its data, in machine readable format, on appropriate media, at the CLIENT's option. If the CLIENT wants the data to be delivered in a medium other than tape or CD, IMAGETREND shall do its best to accommodate the CLIENT,provided the CLIENT shall provide the medium on which the data is to be provided and shall pay for any additional cost incurred by IMAGETREND in accommodating this request. SECTION 4. SOFTWARE ABSTRACT. A. The IMAGETREND Elite contains and stores the data elements of an emergency medical database, including data schema and values that may originate from traditional computer aided dispatch (CAD) sources and data values that may be used in billing from pre-hospital patient care. The emergency medical database may contain certain vehicle transport information but does not contain data elements and/or values specific to the vehicle path tracking such as automatic vehicle location (AVL) or third party AVL integrations. The emergency medical March 20,2018 www.imagetrend.com Page 14 database does support integrations to third party CAD and billing solutions. The emergency medical database does not support any AVL, CAD or billing functions executed directly from the database. CLIENT shall not use IMAGETREND Software to integrate patient information from a clinical encounter associated with a patient incident requiring emergency medical care by the emergency transport crew with flight information relating to an emergency transport crew dispatch to produce an encounter record indicative of the patient's clinical encounter. B. The IMAGETREND Elite contains and stores the data elements of an emergency medical database as defined, described and mandated by the National EMS Information System (NEMSIS). The dataset was adopted by IMAGETREND for State and local regulatory authorities as required by NEMSIS. The NEMSIS data schema and elements are the sole work of the NEMSIS organization in conjunction with the National Highway Traffic Safety Administration (NHTSA). The NEMSIS dataset contains data elements and data structures originating and potentially owned by a number of nonprofit third party organizations and government agencies such as the World Health Organization (ICD 9 and ICD 10), International Health Terminology Standards Development Organization (SNOMED), U.S Department of the Interior and U.S. Geological Survey (GNIS), National Institute of Standards and Technology (FIPS), Health Level Seven International (HL7), Joint APCO/NENA Data Standardization Working Group (AACN). The NEMSIS dataset offers customer driven extensibility that allows the end user to extend and define the dataset at their own discretion. SECTION 5. SERVICES PROVIDED BY IMAGETREND. A. SUPPLY OF SOFTWARE AND LICENSED INFORMATION. IMAGETREND shall provide CLIENT software and services as detailed in Exhibit A. B. MODIFICATIONS, IMPROVEMENTS AND ENHANCEMENTS. During the terms of this AGREEMENT and any extensions under Section 2, IMAGETREND will provide CLIENT with error corrections, bug fixes, patches or other updates to the Software in object code form,to the extent available in accordance with IMAGETREND's release schedule. If CLIENT desires to add new functions or make enhancements to the Software, CLIENT must,for additional consideration, negotiate with IMAGETREND to develop new functions or improvements to the existing Software. All such error corrections, bug fixes, patches, updates, or other improvements or modifications shall be the sole property of IMAGETREND. C. INSTALLATION, INTRODUCTORY TRAINING AND DEBUGGING. 1. 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. 2. 'Train-the-trainer"training for administrators as detailed in Exhibit A.Additionally, online training videos and user guides in electronic format will be made available. 3. Introductory training relating to the Software as detailed in Exhibit A. The parties may enter into a supplemental written AGREEMENT in the event CLIENT desires that IMAGETREND provide additional training. SECTION 6. MAINTENANCE AND SUPPORT. A. Application use support as detailed in Service Level Agreement Exhibit B. B. Server hosting environment is monitored and supported 24/7. Emergency support information is available on the IMAGETREND Support site for emergency purposes. Non-emergency related contact may be charged to the CLIENT. March 20,2018 www.imapetrend.com Page IS C. Maintenance of IMAGETREND software, which includes scheduled updates and new releases, as well as defect correction as needed, is included. Specific out-of-scope system enhancement requests will be reviewed with the CLIENT and subject to approval if additional charges are necessary. SECTION 7. FEES. A. Except as otherwise provided in this AGREEMENT, IMAGETREND shall offer the Products and the Services at the prices set forth on Exhibit A. (i) IMAGETREND will perform price increases of the recurring fees.The first price increase will occur with the fees due for Year 2.These price increases will occur once every year and may not exceed 3%of the price then currently in effect. B. The fees for this contract are as detailed in the attached Exhibit A. C. At any time during this AGREEMENT,the CLIENT may contract with IMAGETREND for additional software and services not covered in this AGREEMENT with fees to be negotiated on an item-by-item basis.The CLIENT may contract Custom Development by IMAGETREND for additional fees as outlined and agreed to in a signed and accepted Statement of Work. D. If there is a delay in acceptance on the remaining items for longer than 60 days, IMAGETREND has the option to invoice the remaining balance on any or all of the open items for Year 1 and begin the Recurring Fees schedule. SECTION 8. PROTECTION AND CONFIDENTIALITY. A. ACKNOWLEDGEMENT. CLIENT hereby acknowledges and agrees that the Software and Licensed Information provided hereunder constitute and contain valuable proprietary products and trade secrets of IMAGETREND and/or its suppliers, embodying substantial creative efforts and confidential information, ideas and expressions.Accordingly, CLIENT agrees to treat(and take precautions to ensure that its authorized personnel treat) the Software and Licensed Information as confidential in accordance with the confidentiality requirements and conditions set forth below. CLIENT acknowledges and agrees that CLIENT shall not permit any non-Authorized User from accessing the Software made available to the CLIENT. B. MAINTENANCE OF CONFIDENTIAL INFORMATION. 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 Section 8 shall not apply to information which: (i) is in the public domain; (ii) has been acquired by CLIENT by normal means upon the disclosure of the information by IMAGETREND; (iii) is duly obtained by CLIENT directly or indirectly from a third party who has independently developed the information and is entitled to disclose the information to CLIENT, 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 CLIENT, subsequent to the receipt of the information by CLIENT. March 20,2018 www.imaeetrend.com Page 16 C. SURVIVAL, This Section 8 shall survive the termination of this AGREEMENT or of any license granted under this AGREEMENT. SECTION 9. WARRANTIES. A. PERFORMANCE. 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 amendment or change to the Software in any manner. B. OWNERSHIP. 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. C. LIMITATIONS ON WARRANTY. All of IMAGETREND's obligations under this Section 9 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 any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field. 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. Except for damages and losses arising out of Section 10. Indemnification, or the Business Associate Agreement at Exhibit C, 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 occurring. SECTION 10. INDEMNIFICATION. A. INDEMNITY IMAGETREND (which includes its agents, employees and subcontractors, if any) agrees to indemnify CLIENT,as well as any agents thereof from all damages,judgments, loss and expenses, but not including consequential or incidental damages arising out of: (i) any personal injuries, property damage, or death that CLIENT may sustain while using IMAGETREND's, as well as any agents thereof, controlled property or equipment in the performance of this AGREEMENT; or (ii) any personal injury or death which results or increases by any action taken to medically treat CLIENT agents, employees and subcontractors; or (iii) any personal injury, property damage or death that CLIENT may sustain from any claim or action brought against CLIENT, as well as any agents thereof arising out of the negligence or recklessness of IMAGETREND in the performance of this AGREEMENT, March 20,2018 twwl.imagetrend.com Page 17 Except for the foregoing claims,and subject to immunities and defenses provided by law, including but not limited to the Kansas Tort Claims Act, K.S.A. 75-6101 et seq., and amendments thereto, CLIENT agrees to indemnify, defend, and hold harmless IMAGETREND from all claims, lawsuits, damages,judgments, loss, liability, or expenses (collectively, 'Losses"), but not including consequential or incidental damages, and only to the extent the aggregate of such Losses arising out of a single occurrence or accident do not exceed applicable policy limits under CLIENT's commercial general liability insurance policy, and only if such Losses arise out of any claim or action brought against IMAGETREND arising out of the negligence or recklessness of CLIENT, as well as any agents Thereof in the performance of this AGREEMENT. B. ENTIRE LIABILITY SECTION 10 (A)ABOVE STATES THE PARTIES ENTIRE LIABILITY AND THE PARTIES SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INDEMNIFICATION. SECTION 9 OF THIS AGREEMENT STATES THE FULL EXTENT OF IMAGETREND'S WARRANTY AND SECTION 10(A) PROVIDES NO ADDITIONAL WARRANTY OF ANY KIND.ANY OTHER WARRANTY, EXPRESS OR IMPLIED OUTSIDE OF THIS AGREEMENT, INCLUDING THOSE ARISING OUT OF THE UNIFORM COMMERCIAL CODE, ARE WAIVED. SECTION 11. INSURANCE REQUIREMENTS. 11.1. Types and Amount of Coverage. IMAGETREND agrees to obtain insurance coverage as specified in Exhibit D attached hereto, and shall not make any reduction from these specifications without the prior approval of CLIENT. If IMAGETREND subcontracts any of its obligations under this AGREEMENT, IMAGETREND shall require each such subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of IMAGETREND or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve IMAGETREND of liability. 11.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most recent"Bests" insurance guide, and admitted and/or authorized in the State of Kansas. Except as otherwise specified in Exhibit D, all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 11.3. Certificate of Insurance. The parties acknowledge that IMAGETREND has provided CLIENT with a certificate of insurance listing CLIENT as the Certificate Holder and evidencing compliance with the insurance requirements in this AGREEMENT. CLIENT reserves the right to require complete certified copies of all insurance policies procured by IMAGETREND pursuant to this AGREEMENT, including any and all endorsements affecting the coverage required hereunder. SECTION 12.TERMINATION. A. TERMINATION WITHOUT CAUSE. Following the expiration of the original term of this AGREEMENT, either party shall have the right to terminate this AGREEMENT,without cause, by giving not less than sixty(60)days written notice of termination. B. CUSTOM DEVELOPMENT TERMINATION Either party shall have the right to terminate any Custom Development portion(s)of this AGREEMENT,without cause, by giving not less than thirty(30)days written notice of termination. C. TERMINATION FOR CAUSE. This AGREEMENT may be terminated by the non-defaulting party by giving not less than thirty (30)days written notice of termination if any of the following events of default occur: (i) if a party March 20,2018 www.imagetrend corn Page 18 materially fails to perform or comply with this AGREEMENT or any provision hereof; (ii) if either party fails to strictly comply with the provisions of Section 8 , above, or makes an assignment in violation of Section 14, below; (iii) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state,or United States bankruptcy act, receivership statute,or the like, as they now exist, or as they may be amended from time to time, is filed by a party; or(v) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety(90) days. SECTION 13. 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. Any orders placed to, or services required from IMAGETREND will be requested by each participating agency. Payment for purchases made under this Agreement will be the sole responsibility of each participating agency.The CLIENT shall not be responsible for any disputes arising out of transactions made by others. IMAGETREND shall be responsible for correctly administering this Agreement in accordance with all terms, conditions, requirements, and approved pricing to any eligible procurement unit. SECTION 14. NONASSIGNABILITY. Due to the unique qualifications and capabilities of IMAGETREND, neither the rights nor responsibilities provided for under this AGREEMENT shall be assignable by either party, either in whole or in part. SECTION 15. GOVERNING LAW. The parties agree that the law governing this AGREEMENT shall be that of the State of Kansas without regard to its conflict of laws principles. SECTION 16. COMPLIANCE WITH LAWS. IMAGETREND shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. SECTION 17. WAIVER. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this AGREEMENT or of any subsequent default or breach of the same or a different kind. SECTION 18. NOTICES. All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be personally served or mailed, postage prepaid and addressed to the respective parties as follows: TO CLIENT: City Clerk Attn: Kevin Royse P.O. Box 736 SALINA, KS 67402-0736 March 20.2018 WWW imagerend.com Page 19 TO IMAGETREND: ImageTrend, Inc. 20855 Kensington Blvd. Lakeville, MN 55044 ATTENTION: Mike McBrady Notice shall be deemed effective on the date personally delivered or, if mailed,three (3) days after deposit in the mail. SECTION 19. FORCE MAJEURE. Neither party shall be liable in damages or have the right to terminate this AGREEMENT for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. SECTION 20. VENUE. In the event of any legal action to enforce or interpret this AGREEMENT,the sole and exclusive venue shall be in the Saline County, Kansas District Court. SECTION 21. MEDIATION If a dispute arises out of or relates to this contract, or the alleged breach thereof, and if the dispute is not settled through negotiation,the parties agree first to try in good faith to settle the dispute by mediation within 30 days administered under the American Arbitration Association procedures for Mediation before resorting litigation. In the event that parties are unable to agree on a mediator, a mediator shall be appointed by the named administrator.The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider. SECTION 21. INTERPRETATION. This AGREEMENT has been negotiated between persons sophisticated and knowledgeable in the matters dealt with in this AGREEMENT. Each party further acknowledges that it has not been influenced to any extent whatsoever in executing this AGREEMENT by any other party hereto or by any person representing it, or both.Accordingly, any rule or law or legal decision that would require interpretation of any ambiguities in this AGREEMENT against the party that has drafted it is not applicable and is waived. The provisions of this AGREEMENT shall be interpreted in a reasonable manner to effect the purpose of the parties and this AGREEMENT. SECTION 22. SIGNATOR'S WARRANTY AND ACCEPTANCE BY PERFORMANCE. Each party warrants to each other party that he or she is fully authorized and competent to enter into this AGREEMENT, in the capacity indicated by his or her signature and agrees to be bound by this AGREEMENT. March 20,2018 www.imaoetrend.com Page 110 SECTION 23. PRIOR AGREEMENTS AND AMENDMENTS. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may only be modified by a written amendment duly executed by the parties to this AGREEMENT. SECTION 24. NON-APPROPRIATION. CLIENT is subject'to Kansas budget and cash basis laws, and operates on a calendar fiscal year.. In the event that this AGREEMENT involves financial obligations spanning multiple fiscal years for the CLIENT, it is subject to annual appropriation by the CLIENT'S governing body for future fiscal years. If the CLIENT'S governing body does not appropriate the funds necessary to fulfill the CLIENT'S financial obligations pursuant to this AGREEMENT,the CLIENT shall so notify the other parties to this AGREEMENT and this-AGREEMENT shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing body not to appropriate. SECTION 25. EQUAL OPPORTUNITY. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, IMAGETREND and its subcontractors, if any, agree that: (1) IMAGETREND shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this AGREEMENT because of race, sex, religion, age, color, national origin, ancestry or disability; (2) IMAGETREND shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the CLIENT'S human relations director, (3) If IMAGETREND fails to comply with the manner in which IMAGETREND reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44-10.31 and amendments thereto, IMAGETRE'ND shall be deemed to have breached this AGREEMENT and it may be canceled, terminated or suspended, in whole or in part, by CLIENT; (4) If IMAGETREND is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, IMAGETREND shall be deemed to have breached this AGREEMENT and it may be canceled, terminated or suspended, in whole or in part, by CLIENT; (5) IMAGETREND shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) IMAGETREND shall include similar provisions in any subcontract under this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] March 20.2018 www.imagetrend.com Page I it WITNESS THE EXECUTION HEREOF on the day and year last written below. APPROVED AS: 'CLIENT" "IMAGETREND° (City of Salina, Kansas) 1' By `" c 1 (tet By: Y ',./ # 0 Name: [___,13 i. c. Rty)rt Name: Mic°c-: r* ;rad r 1 Title: rv����[Lt_)tO1" Title: Pres Dated:Dated: 1 t kat CV1 2(c) lei Dated: S a c-1018 March 20.2018 www.imagetrend.com Page 112 EXHIBITS_ : : EXHIBIT A—Pricing Agreement EXHIBIT B—Service Level Agreement EXHIBIT C—HIPAA Business Associate Agreement EXHIBIT D—Insurance Requirements EXHIBIT E—Tax Exemption Certificate March 20.2018 vnxr.imagetrend.cam Page 113 EXHIBIT A- PRICING AGREEMENT IMAGETREND's license and annual support are based upon annual incidents as provided by CLIENT. IMAGETREND reserves the right to audit the annual incident volume and the option to increase future support costs,with prior notification to the CLIENT, if the number of annual incidents increases substantially and has a resulting effect of increased support calls to IMAGETREND. Pricing Agreement DescrfPtion` _ �� � a Milts Price MgElfelideal ImageTrend Elite Rescue License(Fire & EMS) 1 $18,000.00 $18,000.00 ImageTrend Mobile Fire Inspections License 1 $7,500.00 $7,500.00 Additional Agency to be added to existing ImageTrend Elite Rescue -One-Time Fee Saline Co Fire Dist#3 (100 Annual Incidents) 1 $1,500.00 $1,500.00 ImageTrend Elite Field Site License 1 $7,500.00 $7,500.00 Investigations Setup Fee 1 $1,500.00 $1,500.00 CAD Integration Vendor New World EMS and Fire 1 $5,000.00 $5,000.00 Billing Integration(Manual Export Tool) 1 No Charge No Charge Training Sessions—Onsite (Full Day M-F) 3 $1,000.00 $3,000.00 Travel per Trainer for Onsite Training 1 $1,750.00 $1,750.00 TOTAL One-Time Fees $45,750.00 MRecurrihVFees `"' _ x -SC* aC' % Units. P.rfcegEIN-Ezt ndeal ImageTrend Elite Rescue Annual Support 1 $2,880.00 $2,880.00 ImageTrend Elite Rescue Annual Hosting 1 $7,200.00 $7,200.00. ImageTrend Mobile Fire Inspection License Annual Support 1 $720.00 $720.00 ImageTrend Elite Field Site License Annual Support 1 $1,200.00 $1,200.00 Investigations Annual Support 1 $400.00 $400.00 CAD Annual Support and Hosting 1 $1,750.00 $1,750.00 Billing Integration Annual Support 1 No Charge No Charge TOTAL Recurring Fees $14,150.00 TOTAL Year 1 559,900.00 aOptio al =� -.Y :n - . _ Un PuceEid icedf Out of Scope billed at$175/Hour $175.00 Onsite Training Sessions f, 51,000/day $1,000.00 Travel per Trainer(for Onsite Training at Client's Facility Training)"' C' $1,750/trainer/trip $1,750.00 Webinar Training Sessions (2 hour session M-F during ImageTrend's Standard Business Hours) $250/session $250.00 *The CLIENT may elect to purchase additional services as set forth in the options identified above at any March 20,2018 www.imagetrend.com Page 114 time during the contract term. The CLIENT shall exercise said options by written notice to IMAGETREND. The prices above are valid for one year from contract signature. Payment Terms: a. Payment Terms are net 30 days. b. Upon acceptance and signature of Contract, 50%of the One-Time Fees will be invoiced.The remaining 50%of One-Time Fees will be invoiced independently upon completion. The Recurring Annual Fees will begin at system go-live. Payment terms of Net 30 days. c. If there is a delay in acceptance on the remaining items for longer than 60 days, IMAGETREND has the option to invoice the remaining balance on any or all of the open items for Year 1 and begin the Recurring Fees schedule. d. The recurring Annual Fees will be billed annually in advance. e. If there is a delay in acceptance on the remaining items for longer than 60 days, IMAGETREND has the option to invoice the remaining balance on any or all of the open items for Year 1 and begin the Recurring Fees schedule. f. CLIENT agrees IMAGETREND may, in IMAGETREND's discretion,cease to provide access, hosting, support or otherwise disable the Software listed in Exhibit A due to CLIENT's breach of contract,overdue payments, or missed payments. g. CLIENT agrees 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. h. IMAGETREND will invoice sales tax to non-exempt CLIENTS where applicable Note:If CLIENT would like to schedule Onsite Training on the weekend, additional fees may apply. Note:IMAGETREND is not responsible for any CAD Vendor requirements and any associated fees Note: CAD data will only be available for 60 days in the dispatch database; which may impact CAD Recon Reports Pricing escalation factors: a. IMAGETREND will perform price increases of the recurring fees. The first price increase will occur with the fees due for Year 2.These price increases will occur once every year and may not exceed 3% of the price then currently in effect. b. All Annual SaaS Fees are based upon anticipated usage and are subject to an annual usage audit,which may affect future fees. c. All hosting fees are based upon anticipated usage and includes 30 GB of Storage total. These fees are subject to annual usage audits, which may affect future fees at an increase of $15/10GB/month for Storage. Statements/Invoices should be mailed to: Melody Elam Salina Fire Department 222 W. Elm Salina, KS 67401 (785)826-7640 melody.elam@salina.org ImageTrend Salesperson Contact: Matt Rye 952-469-1589 mrye@imagetrend.com contracts ra??imagetrend.com March 20,2018 vernv.imagetrend.com Page 115 • EXHIBIT B- SERVICE LEVEL AGREEMENT PERPETUAL USE LICENSE, IMAGETREND HOSTED SOLUTION VERSION 4.0 This agreement exists for the purpose of creating an understanding between IMAGETREND and CLIENT who elect to host the application on IMAGETREND's servers. It is part of our guarantee for exceptional service levels for as long as the system annual support fee is contracted. The Licensed IMAGETREND Hosted Solution Service Level Agreement guarantees your web application's availability, reliability and performance. This Service Level Agreement (SLA) applies to any site or application hosted on our network as contracted. 1. Hosting at the ImageTrend's Datacenter IMAGETREND's hosting environment provides 99.9% availability and is comprised of state-of-the- art Blade Servers and SAN storage that are configured with the no single point of failure through software and infrastructure virtualization, blade enclosure redundancies and backup storage policies. Our Compellent SAN has a fiber channel backend, currently hosts 8TB of storage, has dual storage controllers with redundant power supplies and redundant paths to disk, and hot swappable drives. We do offsite replication to disk on a second SAN. Scheduled maintenance and upgrades do not apply to the system availability calculation and all CLIENTs are properly notified of such scheduled occurrences to minimize accessibility interruptions. Hardware IMAGETREND server hardware is configured to prevent data loss due to hardware failure and utilize the following to ensure a quick recovery from any hardware related problems. • Independent Application and Database Servers o Microsoft SQL Server 2012 o Microsoft Windows Server 2012 • Redundant Power Supplies • Off-Site Idle Emergency Backup Servers (optional) • Sonicwall VPN Firewall • • Redundant Disk configuration • Disk Space allocation and Bandwidth as contracted Physical Facility The IMAGETREND hosting facilities are located in downtown Minneapolis and Chicago with every industry standard requirement for hosting not only being met, but exceeded. Requirements such as power supply and power conditioning, normal and peak bandwidth capacity, security and fail over locations are all part of an overall strategy to provide the most reliable hosting facility possible. • Redundant, high-speed Internet connections over fiber optics. • Power protection via an in-line 80kVa UPS with a 150 KW backup diesel generator • Temperature controlled • Waterless Fire Protection and Clean agent fire suppression • Secured site access • Steel Vault Doors • 21°concrete walls and ceiling March 20,2018 www.imacietrend.com Pa g e 1 16 Data Integrity IMAGETREND applications are backed up daily allowing for complete recovery of data to the most recent backup: • Daily Scheduled Database and Application Backups. • Daily Scheduled backup Success/Failure notification to IMAGETREND staff 2. Application and Hosting Support IMAGETREND provides ongoing support as contracted for their applications and hosting services, including infrastructure.This includes continued attention to product performance and general maintenance needed to ensure application availability. Support includes technical diagnosis and fixes of technology issues involving IMAGETREND software. IMAGETREND has a broad range of technical support services available in the areas of: • Web Application Hosting and Support • Subject Matter Expert Application Usage Support • Web Application Development/Enhancement • Database Administration/Support • Project Management • Systems Engineering/Architecture IMAGETREND offers multi-level technical support, based on level-two user support by accommodating both the general inquiries of the administrators and those of the system users. We will give the administrators the ability to field support for the system as the first level of contact while providing them the option to refer inquiries directly to IMAGETREND. IMAGETREND's Support Team is available Monday through Friday from 7:00 am to 6:00 pm CST via the Support Suite, email or telephone. Support Suite: www.imagetrend.corn/support Email: support@imagetrend.com Toll Free: 1-888-730-3255 Phone: 952-469-1589 Online Support IMAGETREND offers an online support system which incorporates around-the-clock incident reporting of all submitted tickets to IMAGETREND's application support specialists. Once a CLIENT submits a support ticket, he or she can track the progress with a secure login to the support application.The system promotes speedy resolution by offering keyword-based self-help services and articles in the knowledgebase, should CLIENTS wish to bypass traditional support services.Ticket tracking further enhances the efforts of Support Desk personnel by allowing IMAGETREND to identify patterns which can then be utilized for improvements in production, documentation, education and frequently asked questions to populate the knowledgebase.The support ticket tracking system ensures efficient workflow for the support desk specialists while keeping users informed of their incident's status. Support patterns can be referenced to populate additional knowledgebase articles. Incident Reporting Malfunctions IMAGETREND takes all efforts to correct malfunctions that are documented and reported by the CLIENT. IMAGETREND acknowledges receipt of a malfunction report from a CLIENT and acknowledges the disposition and possible resolution thereof according to the chart below. March 20.2018 www tmagetrend.com Page 1 17 "- ^3 .a; •SOW -�a x r; WActioteltctatiob S .0 - 3�. zz �-- �=v s,"�- r.�S' S- F - W�,.Antllclpeted Error S �.. 34op ,`7. .'iF..h e 5 47.pa� e.; _ L4 u. reaolUtlon 9 'f - -€* a-4 x -y�,�.�.a"`•• & 1 '�: 1',a: Y.�`d IMAGETREND , . ,E .-+-f- ��..� � '� �- = Natincehon x-S-4 i.aRegi Ceairtt f 4 ,,cn s.�x �Acknpwledgemeat�.4 4 'rr „z L'Icenaeeof - �� #���, z 4 IMAGETREND Returrn,Call. Notification = r--' ^.�„� a. .' •��w.�`n�" !Siete nseeafterinitial Acknowledgement Level ,SeverityExamples''of.each;Severity,LPevel Mi .ntificationof n Errorni lkii .-o}an error '._' High/Site Down -Complete shutdown or partial shutdown Within one(1)hour or Initial Six hours of one or more Software functions notification during business -Access to one or more Software hours or via functions not available supportimagetrend.com -Major subset of Software application impacted Medium -Minor subsystem failure Within four(4)hours of initial 24 Business hours -Data entry or access impaired on a notification limited basis-usually can be delegated to kcal client contact as a first level or response for resolution-usually user error(i.e.training)or forgotten passwords Low -System operational with mirror issues; Same day or next business Future Release suggested enhancements as mutually day of initial notification agreed upon-typically covered in a future release as mutually agreed upon. Service Requests(enhancements) Any service requests that are deemed to be product enhancements are detailed and presented to the development staff, where the assessment is made as to whether these should be added to the future product releases and with a priority rating. If an enhancement request is specific to one CLIENT and deemed to be outside of the original scope of the product, then a change order is written and presented to the CLIENT. These requests are subject to our standard rates and mutual agreement. CLIENTS review and approve the scope, specification and cost before work is started to ensure goals are properly communicated. Product release management is handled by IMAGETREND using standard development tools and methodologies.Work items including,tasks, issues, and scenarios are all captured within the system. Releases are based on one or more iterations during a schedule development phase. This includes by not limited to: development, architecture,testing, documentation, builds, test and use cases. Submissions of issues or requests are documented within our Product Management system and from there workflow is created to track the path from initial request to resolution. Out of Scope CLIENT may contract with IMAGETREND for Out of Scope services. This will require a separate Statement of Work and will be billed at IMAGETREND's standard hourly rate. Maintenance and Upgrades System/product maintenance and upgrades, if applicable, are included in the ongoing support and warranty as contracted. These ensure continued attention to product performance and general maintenance. Scheduled product upgrades include enhancements and minor and major product changes. Customers are notified in advance of scheduled maintenance. It is the CLIENT's responsibility to accept all offered updates and upgrades to the system. If the CLIENT does not accept these, CLIENT should be advised that IMAGETREND, at its discretion, may offer limited support for previous versions. All code releases also maintain the integrity of any CLIENT specific configurations (i.e. templates, addresses, staff information, active protocols, etc.) that have been implemented either by IMAGETREND's implementation staff or the CLIENT's administrative staff. March 20,2018 www-imagetrerxl.com Page 118 Escalation Our support staff is committed to resolving your issues as fast as possible. If they cannot resolve your issue, they will identify the course of action that they will be taking and indicate when an answer will be available. They in turn will seek assistance from the designated developer. The next level of escalation goes to the Project Manager, who also addresses all operational issues on an ongoing basis and reviews the issue log regularly to assess product performance and service levels. Senior Management will handle issues requiring further discussion and resolution. Any issues to be determined to be of a critical nature are immediately escalated accordingly. March 20.2018 vnnv.imaoetrend.com Page 119 EXHIBIT C- HIPAA BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") dated , 2018 (the "Effective Date"), is entered into by and between City of Salina,a Kansas municipal corporation (the °Covered Entity") and ImageTrend, Inc. a Minnesota corporation (the"Business Associate"). WHEREAS,Covered Entity and Business Associate have entered into, or are entering into, or may subsequently enter into, agreements or other documented arrangements (collectively, the"Business Arrangements")pursuant to which Business Associate may provide products and/or services for Covered Entity that require Business Associate to access, create and use health information that is protected by state and/or federal law; and WHEREAS, pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996("HIPAA"),the U.S. Department of Health & Human Services ("HHS")promulgated the Standards for Privacy of Individually Identifiable Health Information (the"Privacy Standards"), at 45 C.F.R. Parts 160 and 164, requiring certain individuals and entities subject to the Privacy Standards(each a"Covered Entity', or collectively,"Covered Entities")to protect the privacy of certain individually identifiable health information ("Protected Health Information°, or"PHI"); and WHEREAS, pursuant to HIPAA, HHS has issued the Security Standards (the"Security Standards"), at 45 C.F.R. Parts 160, 162 and 164, for the protection of electronic protected health information("EPHI"); and WHEREAS, in order to protect the privacy and security of PHI, including EPHI, created or maintained by or on behalf of the Covered Entity, the Privacy Standards and Security Standards require a Covered Entity to enter into a"business associate agreement"with certain individuals and entities providing services for or on behalf of the Covered Entity if such services require the use or disclosure of PHI or EPHI; and WHEREAS, on February 17,2009,the federal Health Information Technology for Economic and Clinical Health Act was signed into law(the"HITECH Act"), and the HITECH Act imposes certain privacy and security obligations on Covered Entities in addition to the obligations created by the Privacy Standards and Security Standards;and WHEREAS,the HITECH Act revises many of the requirements of the Privacy Standards and Security Standards concerning the confidentiality of PHI and EPHI, including extending certain HIPAA and HITECH Act requirements directly to business associates; and WHEREAS, Business Associate and Covered Entity desire to enter into this Business Associate Agreement; NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement and the Business Arrangements, and other good and valuable consideration,the sufficiency and receipt of which are hereby severally acknowledged,the parties agree as follows: 1. Business Associate Obligations. Business Associate may receive from Covered Entity, or create or receive on behalf of Covered Entity, health information that is protected under applicable state and/or federal law, including without limitation, PHI and EPHI. All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Privacy Standards, Security Standards or the HITECH Act, as applicable(collectively referred to hereinafter as the"Confidentiality Requirements"). All references to PHI herein shall be construed to include EPHI. Business Associate agrees not to use or disclose (or permit the use or disclosure of) PHI in a manner that would violate the Confidentiality Requirements if the PHI were used or disclosed by Covered Entity in March 20,2018 www.imagetrend.com Page 120 the same manner, and to the extent Business Associate is to carry out Covered Entity's obligation(s) under the Confidentiality Requirements, Business Association shall comply with the requirements of the Confidentiality Requirements that apply to the Covered Entity in the performance of such obligation(s). 2. Use of PHI. Except as otherwise required by law, Business Associate shall use PHI in compliance with 45 C.F.R. § 164.504(e), and without limitation shall not use PHI other than as permitted or required by this Agreement or as required by law. Furthermore, Business Associate shall use PHI (i) solely for Covered Entity's benefit and only for the purpose of performing services for Covered Entity as such services are defined in Business Arrangements, and(ii)as necessary for the proper management and administration of the Business Associate or to carry out its legal responsibilities, provided that such uses are permitted under federal and state law. Covered Entity shall retain all rights in the PHI not granted herein. Use, creation and disclosure of de-identified health information by Business Associate are not permitted unless expressly authorized in writing by Covered Entity. 3. Disclosure of PHI. Subject to any limitations in this Agreement, Business Associate may disclose PHI to any third party persons or entities as necessary to perform its obligations under the Business Arrangement and as permitted or required by applicable federal or state law. Further, Business Associate may disclose PHI for the proper management and administration of the Business Associate, provided that (i) such disclosures are required by law, or(ii) Business Associate: (a) obtains reasonable assurances from any third party to whom the information is disclosed that it will be held confidential and further used and disclosed only as required by law or for the purpose for which it was disclosed to the third party; (b) requires the third party to agree to immediately notify Business Associate of any instances of which it is aware that the confidentiality of the PHI has been breached. Additionally, Business Associate shall ensure that all disclosures of PHI by Business Associate and the third party comply with the principle of°minimum necessary use and disclosure,"i.e.,only the minimum PHI that is necessary to accomplish the intended purpose may be disclosed; provided further, Business Associate shall comply with Section 13405(b)of the HITECH Act, and any regulations or guidance issued by HHS concerning such provision, regarding the minimum necessary standard and the use and disclosure (if applicable) of Limited Data Sets. If Business Associate discloses PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity,to agents, including a subcontractor(collectively, "Recipients"),or those agents or subcontractors create, maintain, or transmit PHI on behalf of Business Associate, Business Associate shall require Recipients to agree in writing to the same restrictions and conditions that apply to the Business Associate under this Agreement. Business Associate shall report to Covered Entity any use or disclosure of PHI not permitted by this Agreement, of which it becomes aware, such report to be made within three(3) business days of the Business Associate becoming aware of such use or disclosure. In addition to Business Associate's obligations under Section 9, Business Associate agrees to mitigate, to the extent practical and unless otherwise requested by Covered Entity in writing or as directed by or as a result of a request by Covered Entity to disclose to Recipients, any harmful effect that is known to Business Associate and is the result of a use or disclosure of PHI by Business Associate or Recipients in violation of this Agreement. 4. Individual Rights Regarding Designated Record Sets. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate shall (i) provide access to, and permit inspection and copying of, PHI by Covered Entity or, as directed by Covered Entity, an individual who is the subject of the PHI under conditions and limitations required under 45 CFR §164.524, as it may be amended from time to time, and (ii) amend PHI maintained by Business Associate as requested by Covered Entity. Business Associate shall respond to any request from Covered Entity for access by an individual within five(5)days of such request and shall make any amendment requested by Covered Entity within ten (10) days of such request. Any information requested under this Section 4 shall be provided in the form or format requested, if it is readily producible in such form or format. Business Associate may charge a reasonable fee based upon the Business Associate's labor costs in responding to a request for electronic information (or a cost- based fee for the production of non-electronic media copies). Covered Entity shall determine whether a denial is appropriate or an exception applies. Business Associate shall notify Covered Entity within March 20.2018 mew imagetrend.com Page 121 five (5)days of receipt of any request for access or amendment by an individual. Covered Entity shall determine whether to grant or deny any access or amendment requested by the individual. Business Associate shall have a process in place for requests for amendments and for appending such requests to the Designated Record Set, as requested by Covered Entity. 5. Accounting of Disclosures. 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, as amended by Section 13405(c) of the HITECH Act and any related regulations or guidance issued by HHS in accordance with such provision. Business Associate shall provide to Covered Entity such information necessary to provide an accounting within thirty(30) days of Covered Entity's request or such shorter time as may be required by state or federal law. Such accounting must be provided without cost to the individual or to Covered Entity if it is the first accounting requested by an individual within any twelve(12) month period. For subsequent accountings within a twelve (12) month period, Business Associate may charge a reasonable fee based upon the Business Associate's labor costs in responding to a request for electronic information (or a cost-based fee for the production of non-electronic media copies) so long as Business Associate informs the Covered Entity and the Covered Entity informs the individual in advance of the fee, and the individual is afforded an opportunity to withdraw or modify the request. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. 6. Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an individual's specific authorization for the use of his or her PHI, and (i)the individual revokes such authorization in writing, (ii)the effective date of such authorization has expired, or(iii)the consent or authorization is found to be defective in any manner that renders it invalid, Business Associate agrees, if it has notice of such revocation or invalidity,to cease the use and disclosure of any such individual's PHI except to the extent it has relied on such use or disclosure, or where an exception under the Confidentiality Requirements expressly applies. 7. Records and Audit. Business Associate shall make available to the U.S. Department of Health and Human Services or its agents, its internal practices, books, and records relating to the use and disclosure of PHI received from, created, or received by Business Associate on behalf of Covered Entity for the purpose of determining Covered Entity's compliance with the Confidentiality Requirements or any other health oversight agency, in a time and manner designated by the Secretary. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity immediately upon receipt by Business Associate of any and all requests by or on behalf of any and all federal,state and local government authorities served upon Business Associate for PHI. 8. Implementation of Security Standards; Notice of Security Incidents. Business Associate will use appropriate safeguards to prevent the use or disclosure of PHI other than as expressly permitted under this Agreement. Business Associate will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the PHI that it creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate acknowledges that the HITECH Act requires Business Associate to comply with 45 C.F.R. §§ 164.306, 164.308, 164.310, 164.312, 164.314, and 164.316 as if Business Associate were a Covered Entity, and Business Associate agrees to comply with these provisions of the Security Standards and all additional security provisions of the HITECH Act. Furthermore, to the extent feasible, Business Associate will use commercially reasonable efforts to ensure that the technology safeguards used by Business Associate to secure PHI will render such PHI unusable, unreadable and indecipherable to individuals unauthorized to acquire or otherwise have access to such PHI in accordance with HHS Guidance published at 74 Federal Register 19006 (April 17, 2009), or such later regulations or guidance promulgated by HHS or issued by the National Institute for Standards and Technology(°NIST°)concerning the protection of identifiable data such as PHI. Business Associate acknowledges and agrees that the HIPAA Omnibus Rule finalized January 25, 2013 at 78 Fed. Reg. 5566 requires Business Associate to comply with new and modified obligations imposed by that rule under 45 C.F.R. §164.306, 45 C.F.R. § 164.308, 45 C.F.R. § 163.310, 45 C.F.R. • March 20,2018 www.imagetrend.com Page 122 § 164.312, 45 C.F.R. § 164.316, 45 C.F.R. § 164.502, 45 C.F.R. § 164.504. Lastly, Business Associate will promptly report to Covered Entity any successful Security Incident of which it becomes aware. The parties acknowledge that"Security Incident"includes unsuccessful attempts to access or interfere with information or information systems that such unsuccessful Security Incidents will occur, that this Agreement constitutes notice of such incidents, and that no further notification of unsuccessful Security Incidents is necessary, unless requested by Covered Entity. At the request of Covered Entity for unsuccessful Security Incidents, and regardless of such request for successful Security Incidents of which Business Associate becomes aware, Business Associate shall identify: the date of the Security Incident, the scope of the Security Incident, the Business Associate's response to the Security Incident and the identification of the party responsible for causing the Security Incident, if known. Business Associate and Covered Entity shall take reasonable measures to ensure the availability of all affirmative defenses under the HITECH Act, HIPAA, and other state and federal laws and regulations governing PHI and EPHI. 9. Data Breach Notification and Mitigation. a. HIPAA Data Breach Notification and Mitigation: Business Associate agrees to implement reasonable systems for the discovery and prompt reporting of any"breach"of"unsecured PHI"as those terms are defined by 45 C.F.R. §164.402 (hereinafter a"HIPAA Breach"). The parties acknowledge and agree that 45 C.F.R. §164.404, as described below in this Section 9, governs the determination of the date of a HIPAA Breach. In the event of any conflict between this Section 9 and the Confidentiality Requirements, the more stringent requirements shall govern. Business Associate will, following the discovery of a HIPAA Breach, notify Covered Entity immediately and in no event later than three (3) business days after Business Associate discovers such HIPAA Breach, unless Business Associate is prevented from doing so by 45 C.F.R. §164.412 concerning law enforcement investigations. For purposes of reporting a HIPAA Breach to Covered Entity, the discovery of a HIPAA Breach shall occur as of the first day on which such HIPAA Breach is known to the Business Associate or, by exercising reasonable diligence, would have been known to the Business Associate. Business Associate will be considered to have had knowledge of a HIPAA Breach if the HIPAA Breach is known, or by exercising reasonable diligence would have been known, to any person(other than the person committing the HIPAA Breach)who is an employee, officer or other agent of the Business Associate. No later than seven (7) business days following a HIPAA Breach, Business Associate shall provide Covered Entity with sufficient information to permit Covered Entity to comply with the HIPAA Breach notification requirements set forth at 45 C.F.R. §164.400 et seq. Specifically, if the following information is known to (or can be reasonably obtained by) the Business Associate, Business Associate will provide Covered Entity with: (i) contact information for individuals who were or who may have been impacted by the HIPAA Breach (e.g., first and last name, mailing address,street address, phone number, email address); (ii) a brief description of the circumstances of the HIPAA Breach, including the date of the HIPAA Breach and date of discovery; (iii) a description of the types of unsecured PHI involved in the HIPAA Breach (e.g., names, social security number, date of birth, address(es), account numbers of any type, disability codes, diagnostic and/or billing codes and similar information); (iv) a brief description of what the Business Associate has done or is doing to investigate the HIPAA Breach, mitigate harm to the individual impacted by the HIPAA Breach, and protect against future HIPAA Breaches; and (v) appoint a liaison and provide contact information for same so that the Covered Entity or effected individuals may ask questions or team additional information concerning the HIPAA Breach. Following a HIPAA Breach, Business Associate will have a continuing duty to inform Covered Entity of new information learned by Business Associate regarding the HIPAA Breach, including but not limited to the information described in items(i)through(v), above. b. Data Breach Notification and Mitigation Under Other Laws. In addition to the requirements of Section 9, Business Associate agrees to implement reasonable systems for the discovery and prompt reporting of any breach of individually identifiable information (including but not March 20,2018 www.imagetrend.com Page 123 limited to PHI, and referred to hereinafter as"Individually Identifiable Information")that, if misused, disclosed, lost or stolen, Covered Entity believes would trigger an obligation under one or more State data breach notification laws (each a"State Breach")to notify the individuals who are the subject of the information. Business Associate agrees that in the event any Individually Identifiable Information is lost, stolen, used or disclosed in violation of one or more State data breach notification laws, Business Associate shall promptly: (i) cooperate and assist Covered Entity with any investigation into any State Breach or alleged State Breach; (H)cooperate and assist Covered Entity with any investigation into any State Breach or alleged State Breach conducted by any State Attorney General or State Consumer Affairs Department(or their respective agents); (iii) comply with Covered Entity's determinations regarding Covered Entity's and Business Associate's obligations to mitigate to the extent practicable any potential harm to the individuals impacted by the State Breach; and (iv) assist with the implementation of any decision by Covered Entity or any State agency, including any State Attorney General or State Consumer Affairs Department(or their respective agents), to notify individuals impacted or potentially impacted by a State Breach. c. Breach Indemnification. Business Associate shall indemnify, defend and hold Covered Entity and its officers, directors, employees, agents, successors and assigns harmless,from and against all reasonable losses, claims,actions, demands, liabilities, damages, costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys' fees actually incurred) (collectively,"Information Disclosure Claims")arising from or related to: (i)the use or disclosure of Individually Identifiable Information (including PHI) by Business Associate in violation of the terms of this Agreement or applicable law, and (if)whether in oral, paper or electronic media, any HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable Information by Business Associate. If Business Associate assumes the defense of an Information Disclosure Claim, Covered Entity shall have the right, at its expense and without indemnification notwithstanding the previous sentence, to participate in the defense of such Information Disclosure Claim. Business Associate shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of Covered Entity. Covered Entity likewise shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of Business Associate.To the extent permitted by law and except when caused by an act of Covered Entity or resulting from a disclosure to a Recipient required or directed by Covered Entity to receive the information, Business Associate shall be fully liable to Covered Entity for any acts, failures or omissions of Recipients in furnishing the services as if they were the Business Associate's own acts, failures or omissions. i. To the fullest extent permitted by law subject to the terms,conditions and limitations of the Kansas Tort Claims Act or other statutes applicable to governmental entities, Covered Entity shall indemnify, defend and hold Business Associate and its officers, directors, employees, agents,successors and assigns harmless,from and against all reasonable losses,claims, actions, demands, liabilities,damages,costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys'fees actually incurred) (collectively, "Information Disclosure Claims") but only to the extent the aggregate of such Information Disclosure Claims arise out of a single occurrence or accident do not exceed applicable policy limits under Covered Entity's commercial general liability insurance policy, and only if such Information Disclosure Claims arise from or are related to: (i)the use or disclosure of Individually Identifiable Information(including PHI) by Covered Entity, its subcontractors,agents, or employees in violation of the terms of this Agreement or applicable law, and (ii) whether in oral, paper or electronic media, any HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable Information by Covered Entity, its subcontractors, agents, or employees. H. Covered Entity and Business Associate shall seek to keep costs or expenses that the other may be liable for under this Section 9, including Information Disclosure Claims, March 20,2018 www.irnagetrend corn Page 124 to the minimum reasonably required to comply with the HITECH Act and HIPAA. Covered Entity and Business Associate shall timely raise all applicable affirmative defenses in the event a violation of this Agreement, or a use or disclosure of PHI or EPHI in violation of the terms of this Agreement or applicable law occurs, 10. Term and Termination. a. This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with the terms of this Section 10, provided, however,that termination shall not affect the respective obligations or rights of the parties arising under this Agreement prior to the effective date of termination, all of which shall continue in accordance with their terms. b. Covered Entity shall have the right to terminate this Agreement for any reason upon thirty (30) days written notice to Business Associate. c. Covered Entity, at its sole discretion, may immediately terminate this Agreement and shall have no further obligations to Business Associate if any of the following events shall have occurred and be continuing: i. Business Associate fails to observe or perform any material covenant or obligation contained in this Agreement for ten (10) days after written notice thereof has been given to the Business Associate by Covered Entity; or H. A violation by the Business Associate of any provision of the Confidentiality Requirements or other applicable federal or state privacy law relating to the obligations of the Business Associate under this Agreement. d. Termination of this Agreement for either of the two reasons set forth in Section 10.c above shall be cause for Covered Entity to immediately terminate for cause any Business Arrangement pursuant to which Business Associate is entitled to receive PHI from Covered Entity. e. Upon the termination of all Business Arrangements, either Party may terminate this Agreement by providing written notice to the other Party. f. Upon termination of this Agreement for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity or otherwise through the performance of services for Covered Entity, that is in the possession or control of Business Associate or its agents. In the case of PHI which is not feasible to"return or destroy,Business Associate shall 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 infeasible, for so long as Business Associate maintains such PHI. Business Associate further agrees to comply with other applicable state or federal law, which may require a specific period of retention, redaction, or other treatment of such PHI. 11. No Warranty. PHI IS PROVIDED TO BUSINESS ASSOCIATE SOLELY ON AN"AS IS"BASIS. COVERED ENTITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. 12. Ineligible Persons. Business Associate represents and warrants to Covered Entity that Business Associate(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 (Hi)is not under investigation or otherwise aware of any circumstances which may result in Business Associate being excluded from participation in the Federal Healthcare Programs. This shall be an ongoing representation and warranty during the term March 20.2018 v ,w'mageirend.com Page 125 of this Agreement, and Business Associate shall immediately notify Covered Entity of any change in the status of the representations and warranty set forth in this section. Any breach of this section shall give Covered Entity the right to terminate this Agreement immediately for cause. 13. Miscellaneous. a. Notice. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing, shall be effective upon receipt or attempted delivery, and shall be sent by(i) personal delivery; (ii)certified or registered United States mail, return receipt requested; or(iii) overnight delivery service with proof of delivery. Notices shall be sent to the addresses below. Neither party shall refuse delivery of any notice hereunder. If to Covered Entity: City of Salina, Kansas Attn: City Clerk P.O. Box 736 Salina, KS 67402-0736 If to Business Associate: ImageTrend, Inc. Attn: Michael J. McBrady 20855 Kensington Blvd. Lakeville, MN 55044 14. Waiver. No provision of this Agreement or any breach thereof shall be deemed waived unless such waiver is in writing and signed by the Party claimed to have waived such provision or breach. No waiver of a breach shall constitute a waiver of or excuse any different or subsequent breach. 15. Assignment. Neither Party may assign (whether by operation or law or otherwise) any of its rights or delegate or subcontract any of its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, Covered Entity shall have the right to assign its rights and obligations hereunder to any entity that is an affiliate or successor of Covered Entity, without the prior approval of Business Associate. 16. Severability. Any provision of this Agreement that is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. 17. Entire Agreement. This Agreement constitutes the complete agreement between Business Associate and Covered Entity relating to the matters specified in this Agreement, and supersedes all prior representations or agreements,whether oral or written, with respect to such matters. In the event of any conflict between the terms of this Agreement and the terms of the Business Arrangements or any such later agreement(s),the terms of this Agreement shall control unless the terms of such Business Arrangements are more strict with respect to PHI and comply with the Confidentiality Requirements, or the parties specifically otherwise agree in writing. No oral modification or waiver of any of the provisions of this Agreement shall be binding on either Party; provided, however,that upon the enactment of any law, regulation, court decision or relevant government publication and/or interpretive guidance or policy that the Covered Entity believes in good faith will adversely impact the use or disclosure of PHI under this Agreement, Covered Entity may amend the Agreement to comply with such law, regulation, court decision or government publication, guidance or policy by delivering a written amendment to Business Associate which shall be effective thirty(30)days after receipt. Should the parties fail to explicitly incorporate provisions required by applicable law,such provisions shall be binding upon and enforceable against the parties and be deemed incorporated herein, irrespective of whether or not such provisions are expressly set forth in March 20.2018 wNw.imageaend.com Page 126 this Agreement. No obligation on either Party to enter into any transaction is to be implied from the execution or delivery of this Agreement.This Agreement is for the benefit of,and shall be.binding upon the parties, their affiliates and respective successors and assigns. No third party shall be considered a third-party beneficiary under this Agreement, nor shall any third party have any rights as a result of this Agreement: 18. Governing Law. This Agreement shall be governed,by and interpreted in accordance with the laws of the state in which Business Associate is located, excluding its conflicts of laws provisions. Jurisdiction and venue for any dispute relating to this,Agreement shall exclusively.rest with•the state and federal courts in the county in which Business Associate is located. 19. Equitable Relief. The parties understand and acknowledge that any disclosure or misappropriation of any PHI in.violation of this Agreement will cause the other irreparable harm,the amount of which may be difficult to ascertain, and therefore agrees that the.injured party shall have the right to apply to a court of competent jurisdiction for specific performance and/or.an'order restraining and enjoining any such further disclosure or breach and for such other relief as the injured party shall deem appropriate. Such right is to be in addition to the•remedies otherwise availableto the parties at law or in equity. Each party expressly waives the defense that a remedy in damages will be adequate and further waives any requirementin an action for specific performance or injunction for the posting of a bond. 20. Nature of Agreement; Independent Contractor. Nothing in this Agreement shall be construed to create (i)a partnership, joint venture or other joint business relationship between the parties or any of their affiliates, or(ij) a relationship of employer and employee between the parties. Business Associate is an independent contractor, and not an agent of Covered Entity. This Agreement does not express or imply any commitment to purchase or sell goods or services. 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this Agreement is sought. Signatures to this Agreement transmitted by facsimile transmission, by electronic mailin portable document format(".pdf°)form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same force and effect as physical execution and delivery of the paper document bearing the original signature. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. COVERED ENTITY: BUSINESS ASSOCIATE: City of Salina, Kansas ImageTrerid, c. By: "CC�_ By: " • `. l I Irk om• • Kat l F R O.n Michael J. M :rad (Print or Type Narne) (Print or Typ• McNtrr President (Title) J (Title) d Date: Prrc.h 2b,2nf 2 Date: 3 - n q o - a/ March 20,2018 wni.imagetrentl.com Page 127 EXHIBIT D- INSURANCE REQUIREMENTS Pursuant to the Agreement, IMAGETREND ("Contractor") shall obtain, pay for, and maintain — and shall require each of its authorized subcontractors to obtain and maintain—for the duration of the Agreement, policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Contractor hereunder, all policies shall name the City of Salina ("City"), its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall extend to Products/Completed Operations and be as broad as the insurance for the named insured, including defense expense coverage, and, with respect to the commercial general liability policy required hereunder, shall be endorsed to apply as primary and non- contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies required by this Agreement, the Contractor must maintain the coverage for a minimum of two (2) years from the date of final completion of all work under the Agreement. D. Premium and Deductible Expenses. The Contractor shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Agreement. 2. Specific Coverage Requirements. A. Commercial General Liability ("CGL"). The Contractor shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Products and Completed Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 • Personal and Advertising Liability $1,000,000 The Contractor shall maintain the Products and Completed Operations liability coverage for a period of at least two(2) years'aftet completion of all work under the Contract. B. Business Automobile Liability ("BAL"). The Contractor shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following: • Corribihed single limit $1,000,000 C. Workers' Compensation/Employers Liability. The Contractor shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) March 20,2018 www.imaeetrend.com Page 128 o Statutory • Employer's Liability(Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease—each employee D. Cyber Liability. The Contractor shall maintain cyber liability including network and information security liability. The policy limfts shall not be less than the following: • Each wrongful act $1,000,000 March 20.2018 www.imaaetrerod.com Page 129 EXHIBIT E -TAX EXEMPTION CERTIFICATE CLIENT to provide completed Tax Exemption Form,Tax Exemption Certificate, or other applicable documentation from the State Department regarding their Tax Exemption Status. March 20,2018 www.imageiren0.com Page 130 ACE CERTIFICATE OF LIABILITY INSURANCE 3 DATE (I U 0/2018 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy les)must 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). PRODUCER CONTACT Associated Benefits and Risk Consulting PHONE Jenny Saylor FAX 6000 Clearwater Drive Fre:,FISP 952-947-9700 (A�HOI.952-947-9793 Minnetonka MN 55343 tooevss.jenny.saylor©associatedbrc.com INSURERS)AFFORDING COVERAGE NAJC A INSURER A:Federal Insurance Company/Chubb 20281 INSURED IMAGE13 INSURER a:ACE American Insurance Company 22667 ImageTrend, Inc. INSURER c:Great Northern Insurance Co. 20303 20855 Kensington Blvd. Lakeville MN 55044 INSURERD: INSURERS: INSURER F: I COVERAGES CERTIFICATE NUMBER:212253568 REVISION NUMBER: 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 11TH 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. SRI TYPE OF INSURANCE yWNSDISWVDI POLICY NUMBER I IMMNCD//VVYYI (MOMOD(DIPOLICYYYxVY1 I UNITS C X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE n OCCUR Y Y 36025325 6/15/2017 6/152018 EACH OCCURRENCE I PREMISE51.000,000 PREMISESS(Ea RENTED eca) S1.000,000 MED EXP(Ara Arc person) 515,000 PERSONAL I ADV INJURY 51.000,000 I GENL AGGREGATE LINT APPLIES PER. GENERAL AGGREGATE 52,000.000 I�POLICY I-1 ry- El LOC PRODUCTS-COMP/DP AGG 52,000.003 . I I OTHER 5 C I AUTOMOBBJE LIAenJTY V V 73589234 6/15/2017 6/15/2018 WM U'IN6LE LIMI1 I S 1,000,003 I X I ANY AUTOhT (�EpUL BODILY INJURY(Per pesos) 15 IIAUTOS ED X09 ED BODILY INJURY(Pas ecddax4 5 IX ICRED AUTOS AurasS'MED PROPERTY DAMAGE 5 I I I 5 A X UMBRELLA UAB X OCCUR I V Y 79894923 6/152017 6/152018 EACH OCCURRENCE 155,000,000 EXCESS UAB CLAI515MADE 1 55.000,000 I DED IX I RETENTCN50 I S A WORKERS COMPENSATION y 71749258 6/15/2017 6/152018 X I SreATuTE I I EAH I AND EMPLOYERS'LIABILITY ANY PROPRIETORPARTNER/EXECUTNE Y❑NIA EL.EAOI ACCIDENT 15500.000 OFFICERMEMBER EXCLUDED? (Mandatary In NH) EI.DISEASE-EA EMPLOYEE$500,000 u L daacte sitar DESCR 11DN OF OPERATIONS bCaa EL.DISEASE-POLICY DMJT 15500,000 B Technology Prot/Cyber Llab&y Y EONG27880265 001 6/152017 6/152018 OCc/Aggregate Limit $5,000,000 A 3m Party Com&Fidelay 82477411 6/15/2017 6/152018 Umil 5500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,AddhWnal RannAs Schod da,may ba attached U mon apace Is nqutnd) Network Security and Privacy Injury Liability are included in the Technology Errors&Omissions/Professional Liability. ADDL INSD(Additional Insured)and SUBR WVD(Waiver of Subrogation)boxes checked above are included for names/project listed below only as required by written contract or agreement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Salina THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 300 Ash ACCORDANCE WITH THE POLICY PROVISIONS. Salina KS 67401 /���REPRESENTATIVE ENTATIVE ©1988.2014 ACORD CORPORATION. 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