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HomeMy WebLinkAbout20-0707 Kno2 LLCSUBSCRIPTION AGREEMENT THIS AGREEMENT is hereby made and entered into this ! day of ly 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Kno2, LLC, a Delaware limited liability company, (hereinafter referred to as "Knot" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and Kno2 shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the price, terms and conditions contained herein, AND as provided by Attachment A. 3. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall supersede and control. 4. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Kno2 hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Kno2 agrees that service by first class U.S. mail to Kno2, LLC, 404 S. 8' Street, Boise, Idaho 83702-7144 shall constitute effective service. Elgin agrees that service by first class U.S. mail to City of Elgin, 150 Dexter Court, Elgin, IL 60120 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties regarding the subject matter hereof. There are no promises, terms, conditions or obligations other than those contained herein regarding the subject matter hereof, and this agreement shall supersede, supplant and replace all previous communications, representations or agreements, either verbal, written or implied between the parties hereto regarding the subject matter hereof. 7. INTEREST. Kno2 hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Kno2 shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Kno2 hereby certifies, represents and warrants to the City that all of KnoTs employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Kno2 shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Kno2 to determine KnoTs compliance with the provisions of this section. In the event the City proceeds with such an audit, Kno2 shall make available to the City Kno2's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. PAYMENT. City shall pay the total sum of $2,000.00 within thirty (30) days of delivery and any other full performance, or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable freight, shipping and taxes. 11. TERM. Notwithstanding anything to the contrary herein, this agreement shall commence on August 1, 2020 and terminate on August 1, 2021, and shall not automatically renew. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. INDEMNIFICATION. To the fullest extent permitted by law, Kno2 shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions, from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Kno2 or KnoTs officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. TERMINATION. Notwithstanding anything to the contrary provided for herein, in the event City cancels its subscription plan, the City's subscription shall terminate upon thirty (30) days of the notice of cancellation, and the City's liability for payment shall cease as of the conclusion of such thirty (30) day period. 15. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of PA executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re -executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. Knot, LLC Pa.�z4, ?-tea Signature Dane Meuler SVP Business Development Title FALegal Dept\Agreement\Kno2 Subscription Agr 06-17-20.docx Cl LGIN Richard G. Koz2i, City Manager Attest: V�'r 46�r Ax��z City Cler ATTACHMENT A IMAGETREND @ Your Subscription Product: Standard Standard Subscription Premium Subscription Premium Plus Subscription Direct Messaging (unlimited) Standard Subscription plus: Premium Subscri tion lus: Automated delivery of ePCR's Automated Field queries using Automated Outcome and Payer queries • Fax Carequality for Treatment using Carequality for Operations • Direct eFax— Send and Receive Direct messaging — Send and Receive Manual Query of Carequality ImageTrend Integration Print Driver `LKno2' connected Kno2 Team Account Manager: Dane Meuler Support: support@kno2.com Accounting Department: accounting@kno2.com Prepared For: Elgin IL Fire Department Confidential - Not for Distribution Elgin IL Fire Department Record I D: 28091201 Prepared by: Dane Meuler Organization Information Elgin IL Fire Department 550 Summit St Elgin, IL 60120 ImageTrend's Customer ID# Elite URL: Kno2 Subscription Product/Subscription Type: Standard Product Date: Apr 24, 2020 Main Contact Information Dan Rink Rink D@cityofelgin.org 847-931-6182 Billing Contact Details Agency Name In ImageTrend: Subscription Period: Annual Annual Transports of 6,001 to 8,000: Kno2 Standard Subscription *Kno2 account with ImageTrend integration for automated send of ePCR's via Direct Messaging or Fax to one destination hospital. Manual Treatment Query of healthcare providers in the Carequality framework using Kno2 account. Kno2' J connft1W -- / Subscription Period Fee Locations Subtotal • $1,600.00 1 $1,600.00 Subscription Period Total $1,600.00 5 One time fees 1 Knob 1 connected.- J Description Price QTY Subtotal Set up of additional destination hospitals $200.00 2 $400.00 End User, training web session - Optional $250.00 0 $0.00 Administrator, initial configuration and $250.00 0 $0.00 training web session - Optional Total One Time Fees $400.00 Implementation Details - Standard ImageTrend auto -sending of ePCR's implementation. After receipt of signed Kno2 quote and Agency's completion of their Kno2 registration, Kno2 will notify ImageTrend to schedule installation of Kno2 integration. Training to be provided by ImageTrend. NOTE: CUSTOMER MUST complete the attached (see paperclip icon at the top of the quote) ImageTrend Onboarding Document so the information can be forwarded to ImageTrend. Please initiate your Kno2 subscription by registering your location and contact details here: https.//kno2.com/registerldems Subscription and Payment Terms • Subscription Start Date will commence upon the execution of this Agreement. Subscription Invoices are due Net 30 upon receipt. • Kno2 Terms of Service shall apply. • Subscription Invoice. On the Subscription Start Date, and continuing on each month or annually thereafter (based upon Subscription Period), unless cancelled or converted in accordance with this Agreement, Kno2 will invoice Kno2 Subscriptions per the terms of this Agreement. • Subscriptions to your Kno2 Subscription are LICENSED ON A PER LOCATION (AGENCY) BASIS (physical address). You agree not to share your license, subscription or other access to your Kno2 Subscription with other locations. • Kno2 support:5AM PST- 5PM PST Monday- Friday By executing this Agreement, you agree to the Subscription and Payment Terms, Kno2 Subscription Terms, Term and Commitment, Standard and Premium Subscription terms present in this Agreement. Customer Signature T,7,V- �L1 VA .�4RSignature t Kno2o Execution/Su scription Start Date J11 Title i Kno2 I connected— KNO2 SUBSCRIPTION TERMS. The following are the terms your Kno2 Subscription which includes access to certain networks. If you are entering into this Kno2 Subscription as an individual, the terms "you", "your" or "End User" refer to you. If you are entering into this Kno2 Subscription on behalf of an organization or other legal entity, you represent that you have the authority to bind such organization or entity to this Kno2 Subscription Terms and the terms "you", "your" or "End User" will refer to such organization or entity. This Kno2 Subscription Agreement is a legal agreement between you and Kno2 (the "Agreement") and usage of your Kno2 Subscription is dependent on your execution of Kno2's Terms of Service ("TOS"). TERM AND COMMITMENT. Your Kno2 Subscription is set to automatically renew at the end of your Subscription Period. You can cancel the next upcoming payment at any time and if you change your mind, you can reactivate your Kno2 Subscription at any time. If you cancel your subscription plan, your Subscription will continue until the end of your Subscription Period; this means that you will continue to have access to the product(s) and features until the end of your billing cycle. NUMBER OWNERSHIP PORTING RIGHTS. At your request (subject to support by the telecommunications carriers), Kno2 will assist you in porting U.S. fax numbers to Kno2's network. As part of the process to port numbers, Kno2 will obtain a firm order commitment date ("FOC Date") from the telephone carrier. The FOC Date is the date by which the porting of the numbers will occur. If Kno2 has received a FOC Date for a number, and (a) if you cancel a number that is to be ported within the 48-hour period immediately preceding the FOC Date (the "FOC Date Window"), you agree to pay Kno2 a cancellation fee of $80.00 per number that is cancelled; and (b) if you cancel a number to be ported after a FOC Date is requested but before the FOC Date Window begins, you agree to pay Kno2 a cancellation fee of $15.00 per number that is cancelled. CLOUD FAX USAGE. All Domestic inbound and outbound, toll and non -toll, Continental 48 States including Alaska and Hawaii are included in your Kno2 Subscription. International or Non -Continental US Pricing is available upon request and under separate or amended Agreement.