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HomeMy WebLinkAboutPriority Dispatch Corp. - EMD software - Extended Service Plan Agreement EXTENDED SERVICE PLAN AGREEMENT This Extended Service Plan Agreement (the "Agreement") is made by and between Medical Priority Consultants,Inc. dba Priority Dispatch Corp located atl 10 S. Regent Street, Suite 500, Salt Lake City, UT 84111 ("PDC")and SUNCOMM 911 Communications located at 2403 South 18th Street,Union Gap,Washington 98903 ("Client") on April 05, 2024 ("Effective Date"). PDC and Client are collectively referred to herein as the "Parties"or individually as a"Party." BACKGROUND A. Client has been a long-time user of PDC's licensed products and services. B. This Agreement describes the service and support to be provided by PDC and does not cancel or void any pre- existing agreements between the Parties. C. The Parties agree that this Agreement,along with any pre-existing agreements,shall govern all current and future Client operated public safety answering points or other communications centers. In consideration of the foregoing and the rights and obligations set forth herein,both parties hereby agree as follows: 1. Order of Precedence In the event of any conflict or inconsistency between the clauses, the following agreements, as applicable, represent the Order of Precedence: 1.1. This Agreement 1.2. PDC's End User License Agreement as contained within the Licensed Products 2. Definitions 2.1. "Licensed Products" include the Priority Dispatch System ("PDS") software, documentation, content, and/or manual flip cards that Client receives from PDC in connection with this Agreement and as further identified in Client's invoice or quote from PDC,regardless of the medium on which it is stored.Licensed Products also include any and all manuals,instructions and other documents and materials that PDC provides or makes available to Client in any form or medium in relation to the product. 2.2. "Licensed Stations"are computers,terminals,nodes,computer aided dispatch stations,or workstations in Client's possession and/or control that have access to the Licensed Products and for which Client has paid the applicable License Fee to PDC. The number of Licensed Stations is specified in Client's License Fee invoice or quote from PDC. Client may not use the software/Licensed Products in connection with any stations other than the Licensed Stations,and the number of stations using or having access to the Licensed Products shall at no time exceed the Number of Licensed Stations. 2.2.1."Training Stations" are stations that have access to the Licensed Products but are dedicated for the purpose of training personnel on the use of computerized functions in the call-center and may not be used to take real or live calls. 2.2.2.`Backup Stations"are stations that have access to the Licensed Products but have been designated as backup stations for emergency contingency use only. Backup Stations are separate and independent from the Licensed Stations and shall not run concurrent functions with the Licensed Stations. Backup Stations are only licensed to be used in circumstances when the Licensed Stations are rendered inoperable. 3. Use & Ownership. The Licensed Products, and their contents, and any and all copies thereof and derivatives therefrom are owned by PDC.Client acknowledges that PDC owns all intellectual property rights in and to the Licensed Products. License fees purchase only the limited license to use the products as provided in this Agreement. Client agrees not to infringe upon any of the exclusive intellectual property rights of PDC. Copies v.2022 Extended Service Plan Agreement Page 1 of 4 of the Licensed Products are loaned to Client by PDC for the duration of the License only, and only for the purpose of enabling Client to exercise its License rights. 4. Term& Termination 4.1. This Agreement shall have an initial term of five (5) years from the Effective Date. Following the initial term, and unless terminated as set forth herein, this Agreement shall thereafter automatically renew for another one(I)year term. 4.2. Material Breach. If a Party materially breaches this Agreement and fails to cure such breach within 30- days of written notice thereof,this Agreement may be terminated subject to the decommission process. 4.3. Voluntary Termination. Client may also terminate this Agreement, with a 90-day written notice, subject to the decommission process below. 4.3.1.Decommission Process. The Decommission Process will involve, among other activities, collecting all PDC's intellectual property and other Licensed Products, and exporting PDS data in a format that will give Client access to historical records. Client understands that PDC will come on site at their location and Client must provide a dedicated person to PDC to allow for the successful decommissioning of the PDS. After the decommission process, any PDC products or materials found shall be immediately forwarded to PDC. 5. Extended Service Plan(ESP).The One Maintenance Plan are the services that will be provided to the Client. 6. Service Level Agreement. httos://cdn.arioritydispatch.net/community-documents/Service Level Agreement PDC-PSI v1.Opdf 7. Client Obligations. 7.1. Client must register as described in Section 9.1 below. 7.2. Client's hardware and operating systems must meet the minimum system requirements provided by PDC. Client is solely responsible for any required adjustments or updates to its hardware or operating system software required to accommodate Updates or Upgrades of the Licensed Products. 7.3. Client is solely responsible for ensuring the compatibility of non-PDC products with PDC products. 7.4. Client shall ensure availability of its own technical support personnel so PDC can fulfill its service obligations.When reporting a problem to PDC's technical support,Client shall provide a complete problem description,along with all necessary documents and information that is available to the Client and required by PDC to diagnose and resolve the problem. Client agrees to grant all necessary access to all applicable systems so that PDC can provide appropriate support. 7.5. Client is solely responsible for ensuring its systems, software, and data are adequately backed up. PDC shall not be liable for any lost data. 7.6. Client shall provide for any other requirements reasonably specified by PDC that relate to the rendition of the services to be met. 7.7. As applicable, Client will permit PDC with remote access to its systems to provide any required or necessary support. 7.8. If Client fails to fulfill its obligations outlined in this Section, PDC is entitled to bill its time and effort made necessary by Client's failure(s)at PDC's currently stated hourly rates. 7.9. Computer-Aided Dispatch("CAD") Integration. Any costs relating to the integration of PDC's Licensed Products and the Client's CAD system or CRM, or the like, software shall be the responsibility of the Client. The integration of PDC's Licensed Products and Client's CAD system must be inspected,tested, and certified by PDC before taking live calls. 8. Pricing&Payment Terms.Client shall pay PDC the License Fee specified on Client's invoice from PDC when the License is initially purchased,the ongoing ESP fee is due annually thereafter.Any increase in the number of Licensed Stations/Licensed Products will require the payment of additional license fees to PDC at its then-current v 2022 Extended Service Plan Agreement Page 2 of 4 rate for the product.The annual ESP fees must be fully paid in advance. THE ESP PERIOD IS FOR FIVE YEARS AND IS RENEWED ANNUALLY UPON CONTINUED USE OF THE LICENSED PRODUCTS.PDC RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT IF CLIENT IS NOT CURRENT ON ITS FINANCIAL OBLIGATIONS TO PDC. 8.1. Priority Dispatch System ESP Fee on Client's current products are listed on Quote#-67677(see Attachment A): Year 1: $16,800 Year 2: $16,800 Year 3:$16,800 Year 4:$16,800 Year 5: $16,800 9. Updates, Upgrades & New Versions. PDC may, from time to time, prepare and release Updates, Upgrades and/or New Versions of the Software/Licensed Products. PDC may thereafter cease issuing Updates for versions preceding the New Version. Said New Version will be governed by PDC's then-current license agreement. Notifications for Updates and/or New Versions are sent electronically(via email). 9.1. Notifications. In order to ensure receipt of notifications about Updates,Upgrades and New Versions,Client must register at the following site: https://support.prioritvdispatch.net/release-notification-signup. Client acknowledges that failure to register may result in Client not receiving urgent and vital communications about the Licensed Products. As part of its registration obligation, Client agrees to keep all its registration information current and up-to-date and understands that it is solely responsible for ensuring it receives these notifications. IN WITNESS WHEREOF,the parties have duly authorized and caused this Agreement to be executed as follows: PRIORITY DISPATCH CORP. CLIENT Signature:9's"""` "" Signature: Print Name: Simon Cantarero Print Name: Title:General Counsel &Corp. Secretary Title:-1- VI�k )H m C 113 CITY CONTRACT NO: c —0(o(O RESOLUTION NO: JV (A— y 2022 Extended Service Plan Agreement Page 3 of4 ATTACHMENT A PRIORITY DISPATCH CORP. QUOTE#-67677 v.2022 Extended Service Plan Agreement Page 4 of 4 Dispatch' prkir QUOTE 110 Regent Street,Suite 500 Agency: SUNCOMM 911 Communications Salt Lake City,UT 84111 Agency ID#: 23596 USA Quote#: Q-67677 www.prloritydlsioatch.net Date: 4/4/2024 Prepared By:Tim Martin Offer Valid Through: 4/5/2024 Phone:(800)363-9127 Payment Terms Net 30 Direct: Email:tim.martin@prioritydispatch.net Currency: USD Bill To: Ship To: SUNCOMM 911 Communications SUNCOMM 911 Communications 2403 South 18th Street 2403 South 18th Street Union Gap,Washington 98903 Union Gap,Washington 98903 United States United States Product Qty Amount 1 USD 16,800.00 The One Plan Maintenance Package System License Renewal,Services&Support w/PulsePolnt access. Year 1 Support(12 months from go live)TOTAL: USD 16,800.00 Product Qty Amount 1 USD 16,800.00 The One Plan Maintenance Package System License Renewal,Services&Support w/PulsePoint access. Year 2 Service and Support TOTAL: USD 16,800.00 Product Qty Amount 1 USD 16,800.00 The One Plan Maintenance Package System License Renewal,Services&Support w/PulsePoint access. Year 3 Service and Support TOTAL: USD 16,800.00 Product Qty Amount 1 USD 16,800.00 The One Plan Maintenance Package System License Renewal,Services&Support w/PulsePoint access. Year 4 Service and Support TOTAL: USD 16,800.00 "To lead the creation of meaningful change in public safety and health." Page 1 of 2 QUOTE Product Qty Amount 1 USD 16,800.00 The One Plan Maintenance Package System License Renewal,Services&Support w/PulsePoint access. Year 5 Service and Support TOTAL: USD 16,800.00 Subtotal USD 84,000.00 Estimated Tax Total USD 84,000.00 Customer Signature: Date: Customer Name: Purchase Order ID: Expiration Date: TERMS AND CONDITIONS This quote is valid for 120 days from date of issue. All prices quoted are exclusive of any applicable taxes,duties,or government assessments relating to this transaction,which are the sole obligation of Buyer. You can find it here:https:/Qnoritydispatph.netllicensing/ "To lead the creation of meaningful change in public safety and health." Page 2 of 2 2024-04-05 SUNCOMM 911 Communications- Extended Service Plan Agreement (OnePlan) Final Audit Report 2024-04-06 Created: 2024-04-05 By: !man Haddad(iman.haddad@prioritydispatch.net) Status: Signed Transaction ID: CBJCHBCAABAACVCrVvqu_e9phl9ba_L2EimHLNAVDcp7 ) "2024-04-05 SUNCOMM 911 Communications- Extended Servic e Plan Agreement (OnePlan)" History ,n Document created by !man Haddad (iman.haddad@prioritydispatch.net) 2024-04-05-10:10:28 PM GMT �y Document emailed to SimOn Cantarero (simon.cantarero@prioritydispatch.net)for signature 2024-04-05-10:10:32 PM GMT n Email viewed by SimOn Cantarero (simon.cantarero@prioritydispatch.net) 2024-04-06-5:21:30 PM GMT ,A) Document e-signed by Simon Cantarero(simon.cantarero@prioritydispatch.net) Signature Date:2024-04-06-5:22:06 PM GMT-Time Source:server O Agreement completed. 2024-04-06-5:22:06 PM GMT Adobe Acrobat Sign QUOTE 110 Regent Street, Suite 500 Salt Lake City, UT 84111 USA Prepared By: Tim Martin Phone: (800) 363-9127 Direct: Email: tim.martin@prioritydispatch.net Bill To: SUNCOMM 911 Communications, WA 2403 South 18th Street Union Gap, Washington 98903 United States Product PriorityDispatchAl � SkillLab: ProQA call to taking training simulator powered by artificial intelligence (Al) Tier 3: 11-15 positions - renewed annually Priority Dispatch Corp. Agency: Agency ID#: Quote #: Date: Offer Valid Through: Payment Terms Currency: SUNCOMM 911 Communications, WA 23596 Q-78044 1/24/2025 5/24/2025 Net 30 Ship To: SUNCOMM 911 Communications, WA 2403 South 18th Street Union Gap, Washington 98903 United States Priority Dispatch Al SkillLab: ProQA call taking training simulator powered by artificial intelligence (Al) Tier 3:11-15 positions - renewed annually Quote Notes Customer Signature: Customer Name: Expiration Date: dc,tvvia. USD Discipline Qty Amount 1 USD 7,500.00 SkillLab Al Year 1 TOTAL: I USD 7,500.00 USD 7,500.00 SkillLab Al Option To Renew, Years 2-5 TOTAL 1 USD 7,500.00 Subtotal Discount Total USD 7,500.00 USD 0.00 USD 7,500.00 Subtotal Total Date: Purchase Order ID: USD 7,500.00 USD 7,500.00 TERMS AND CONDITIONS "To lead the creation of meaningful change in public safety and health." CITY CONTRACT RESOLUTION NO: 0: if(. Add *i Page 1 of 2 This quote is valid for 120 days from date of issue. All prices quoted are exclusive of any applicable taxes, duties, or government assessments relating to this transaction, which are the sole obligation of Buyer. You can find it here: //fat1OfltY ..0et/ i r rq/ "To lead the creation of meaningful change in public safety and health. Page 2 of 2 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51 BBFA5 Presenting: AGENDA REQUEST FORM Return completed form and complete agenda item to the Clerk of the Board Yakima County Commissioners' Office, Room 232 Prepared by: Iniguez Purchasing / EMS Department: 04/02/2024 Requested Agenda Date: N/A APPROVED FOR AGENDA: Board of County Commissioners Record Assigned BOCC Agreement 11 5-2024 Yakima County, WA Document Title: D Consent 0 Regular Board of County Commissioners Determined Agreement with Priority Dispatch for System Implementation, Action Requested: Check Applicable Box O PASS RESOLUTION E EXECUTE or AMEND AGREEMENT CONTRACT or GRANT O ISSUE PROCLAMATION 0 PASS ORDINANCE 0 OTHER Describe Fiscal Impact: Approximately $131,000 plus tax & shipping to be funded by EMS. Background Information: Yakima County is working jointly with the City of Yakima in order to purchase a new dispatch system. This system would replace the current outdated one. Yakima County EMS to pay for implementation cost of new system; City of Yakima to pay for on -going annual cost. Summ & Recommendation: Please execute agreement. Motion: Department Head/ Elected Official AGREEMENT Attached Is Approved as to Form Corporate Counsel Initial Late Agenda Requests Require BOCC Chairman Signature: DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 PRIORITY DISPATCH SYSTEM IMPLEMENTATION AGREEMENT This Priority Dispatch System Implementation Agreement (the "Agreement") is made on January 11, 2024 ("Effective Date") and entered by and between Medical Priority Consultants, Inc. dba Priority Dispatch Corp ("PDC"), a Utah corporation, and Yakima County ("Customer"). PDC and Customer are collectively referred to herein as the "Parties" or individually as a "Party." BACKGROUND A. Customer desires to procure and provide an effective, efficient, and comprehensive emergency medical dispatch system for its residents and transient population. B. The Parties desire to enter into this agreement for the licensing, training, implementation, and maintenance of PDC's products and services, altogether the Medical Priority Dispatch System ("MPDS") based on using South Sound 911 existing agreement to acquire the same commodities and services. The Parties agree as follows: 1. Pricing & Payment Terms. Pricing details for the Medical Priority Dispatch System are set forth in Attachment A. Additional services or products may be provided upon request. The price of any additional products or services will be negotiated at the time of request. Any increase in the quantity of products and services under this Agreement may result in an increase in Customer's pricing, including annual support fees. 2. Statement of Work. The Statement of Work for the implementation of the MPDS is attached to this Agreement as Attachment B. The Statement of Work will provide a phased approach to the implementation of the MPDS, designed to assist Customers with meeting the International Academies of Emergency Dispatch ("IAED") operational and performance requirements to become an Accredited Center of Excellence ("ACE"). a. Change in Statement of Work. Should it become necessary to change the Statement of Work for any reason the Parties shall work together to make any necessary changes. As we work together to support your center, the scheduling we agree upon is critical. At any given time, PDC has many implementations at various stages of the implementation process and we're also conducting many emergency dispatch and software training courses monthly. We must consider all PDC clients when you make cancellations, updates, or changes to the agreed -upon dates. The cancellation form at: lattps://fonns.zohopublic.com/ivanwhitaker/fonn/ ImplernentationCourseSoftwareTraining orTaskChangeReifornmermat nvPtuq7L111o5M79rHzr9tDW4UFOGxF5HNN1RG 44.Am U 3. License. The use and maintenance of the MPDS and other PDC licensed products are set forth in the applicable End User License Agreement ("EULA").The applicable EULA(s) are incorporated herein into this Agreement as though set forth at length. The applicable EULA(s) can be found at: lin riorit Idispatchnetiliccnsinw 4. CAD Integration. The Parties understand in the event a Computer Aided Dispatch system ("CAD") is used by Customer, any costs relating to the integration of the MPDS so are (ProQA®) and Customer's CAD system shall be the sole responsibility of Customer. The integration of Customer's CAD system and ProQA must be inspected, tested, and certified by PDC before taking live calls. 5. Term & Termination. This Agreement shall remain in effect for five (5) years. After five years, the Parties shall revisit the terms of this Agreement and in good faith shall determine the relationship going forward. Notwithstanding, the Parties understand that if this Agr s ent is not terminated or the Parties fail to determine the relationship going forward, this Agreement shall Rev. Oct 2022 Implementation Agreement Page 1 of 5 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 automatically renew for subsequent terms of one year at the then current annual support prices, and thereafter may be terminated as set forth below or by giving 90-days non renewal notice before the annual renewal date (anniversary of the date of execution). This Agreement shall remain in effect until terminated by one of the Parties. a. Termination after Initial Term. Either Party may terminate this agreement for convenience each year by providing written notice to the other Party at least 90-days before the anniversary of the Effective Date. If written notice is not received by the non -terminating Party at least 90-days before the anniversary of the Effective Date, this Agreement will automatically renew for another year as set forth above. b. Termination for Cause. Either Party may terminate this Agreement if the other Party commits any material breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days of written notice of the breach. c. EULA. This Agreement may be terminated for any reason set forth in the EULA. d. Effect of termination. Upon termination or expiration of this Agreement, Customer shall return to PDC, within 10 days, all PDC's Confidential Information and intellectual property. In addition, all payments owed to PDC that have accrued prior to the termination or expiration of this Agreement shall be payable to PDC within thirty (30) days. 6. Relationship of the Parties. The Parties shall act as independent contractors in the performance of this Agreement. The employees of one Party shall not be deemed the employees of the other Party. 7. Confidentiality. During the course of this Agreement, it may become necessary for Customer to handle or receive PDC's Confidential Information. Customer agrees to keep all Confidential Information received from PDC confidential, and Customer may only disclose it to employees or contractors on a need -to -know basis, provided that the employee or contractor receives the Confidential Information under a written obligation of confidentiality. Confidential Information means any information, in any form or medium, disclosed by PDC to Customer, including, but not limited to, expertise, trade secrets, proprietary information and products, know-how, lists, technical specifications, processes, training materials, software programs, software documentation, price lists, marketing plans, and manuals, including all derivatives of the aforementioned. This section shall survive terrnination or expiration of the Agreement 8. Intellectual Property. Each Party acknowledges and understands that the copyrights, patents, trade secrets, trademarks, and other intellectual property, including derivates and rights thereof, belonging to a Party are and shall remain the sole and exclusive property of that Party. This section shall survive termination or expiration of the Agreement. 9. Conflict of Interest. During the term of this Agreement, a Party shall not accept work, enter into a contract, or accept an obligation from any third party inconsistent or incompatible with the Party's obligations under this Agreement. 10. Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either Party from any obligations set forth in this Agreement which (i) the Parties have expressly agreed shall survive any such termination or expiration, or (ii) by their nature would be intended to be applicable following any such termination or expiration. 11. Compliance with Laws. In performing services or obligations hereunder, the Parties shall comply with applicable local statutes, ordinances, and regulations. 12. Assignment. Customer shall not assign, sell, transfer or delegate its rights and obligations under this Agreement without obtaining prior written consent of PDC. 13. Attachments. All Attachments are incorporated by references as if set forth in the body of the Agreement. This Agreement may not be modified or altered except in writing signed by the Parties. Rev. Oct 2022 Implementation Agreement Page 2 of 5 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 14. Severability. If any portion of this Agreement is determined to be invalid or unenforceable, such portion shall be adjusted, rather than voided, to achieve the intent of the Parties to the extent possible, and the remainder shall be enforced to the maximum extent possible. 15. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, the Parties agree first to try in good faith to settle the dispute. 16. Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Virginia, United States of America. All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in Giles County in the State of Virginia. Each Party hereby agrees to submit to the personal jurisdiction of these courts. 17. Notices. Any notice or demand required or permitted hereunder shall be sufficiently given when set forth in writing and delivered in person, email, fax or mail: To PDC: To Customer: Priority Dispatch Corp. Yakima County 110 South Regent Street, Suite 500 128 N. 2nd Street, Room 231 Salt Lake City, Utah 84111 Yakima, WA. 98901 Attention: Legal Department Attention: Yakima County Email: legaldep: entaprioritydispatchnet Email: Erica.McNamara®yalcimawa.gov Phone:800.363.9127 Phone: 18. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and either Party may enter into this Agreement by executing a counterpart. In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative. BOARD OF YAICIMA COUNTY COMMISSIONERS AGREEMENT Agreement Number: PRIORITY DISPATCH CORP. Signature J Simon Cantarero Signer's name oriented or typed 15/03/2024 Date BOARD OF COUNTY COMMISSIONERS (CUSTOMER) Amanda Mc cy, Chair (Av., tjutptt, LaDon Linde, Commissioner Kyle Curtis, Commissioner DATED: APR 0 2 2024 BOCC Agreement Attest: Yakima County, WA Julie Lawrence, Clerk of the Board or Erin Franklin, Deputy Clerk of the Board Approved as to Form: 14/1/ lAiti Deputy Prosec ng Attorney Rev. Oct 2022 Implementation Agreement Page 3 of 5 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 L ivipD$ IMPLEM Attachment A SEE ATTACHED SALES QUOTE #67274 ATION CING (YEAR Fees for the initial MPDS implementation and training are USD S130,706.00 (see attached Sales Quote #Q-67274). This fee covers all of the quoted implementation activities and the first year of product licensing and maintenance. Payment Notes: 1. Customer will be billed on an annual basis. 2. All prices in USD 3. This pricing is exclusive of any applicable tax. Any applicable taxes will be added to this amount. 4. Payment must be paid by Customer within 30-days of receiving an invoice from PDC. 5. If invoice is not paid within 60-days it will be considered "overdue" and accrue interest at 1% per month, compounding. 6. If invoice is not paid within 90-days it will be in "default" and services and products provided by Priority Dispatch may be removed, suspended, or become unavailable. If there is a dispute over an invoice the "overdue" or "default" status may be delayed if there is communication towards resolution. Lack of communication for 30-days will advance the invoice to the next status (i.e. overdue to default). Rev. Oct 2022 Implementation Agreement Page 4 of 5 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 110 Regent Street Suite 500 Salt Lake City, UT 84111 USA Prepared By: Tim Martin Phone: (800) 363-9127 Direct: Email: tim.martin(gprioritydispatch.net Bill To: Yakima County 128 N 2nd Street, Room 231 Yakima, Washington 98901 United States Agency: Agency Me: Quote It: Date: Offer Valid Through: Payment Terms Currency: Ship To: SUNCOMM 911 Communications 2403 South 18th Street Union Gap, Washington 98903 United States SUNCOMM 911 Communications 23596 Q-67274 1/24/2024 3/31/2024 Net 30 USD Product Qty Amount 'aerator: 1-20 License ▪ ProQA Production/Live License Automated calltaking software 1 12 USD 3,500.00 USD 51,000.00 AQUA Case Review Software Quality Assurance (case review) software base engine and discipline module •\ Priority Dispatch Protocol Cardset Licensed manual protocol set for backup USD 2,500.00 12 USD 5,940.00 Installation & Configuration Remote technical assistance for software installation and configuration for IT personnel 1 USD 2,500.00 ProQA & AQUA Reports Training Remote - (4 hours) for administrators, managers and supervisors on ProQA and AQUA reporting functions 1 USD 2,250.00 Protocol Training and Certification Materials, tuition and certification 30 USD 10,950.00 Certification Training ED-Q On -site (Per) Materials, tuition and certification (2 days, 16 hours) ProQA Software Training Remote Par person cost for four hours of ProQA software training completed In a virtual, instructor -led environment 4 30 USD 2,200.00 USD 4,470.00 AQUA Software Training Remote Per person cost for a 6 hour course completed in a virtual, instructor -led environment 4 USD 796.00 Implementation Support Implementation support and quality management program development 1 USD 30,000.00 Equip QA initial implementation of expert case review, quality management and nnentoring for telecommunicators, QA staff and management USD 12,350.00 ACE Accreditation Renewal Application IAED fee for accreditation 1 USD 2,250.00 "To lead the creation of meaningfuf change in public safety and health' Page 1 of 2 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 Shipping & Handling Customer Signature Customer Name Expiration Date: Year 1 Implementation TOTAL: Subtotal Estimated Tax Total Date Purchase Order ID USD 0.00 USD 130,706.00 USD 130,706.00 USD 130,706.00 TERMS AND CONDITIONS This quote is valid for 120 days from date of issue. All prices quoted are exclusive of any applicable taxes, duties, or government assessments relating to this transaction, which are the sole obligation of Buyer. You can find it here: httpctiptiontysaatrolviettliM1109/ "To lead the creation of meaningful change in public safety and health." Page 2 of 2 DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51 BBFA5 Attach ent STATEMENT OF WORK Rev. Oct 2022 Implementation Agreement Page 5 of 5 STATEMENT OF WORK EXPLANATION OF PHASE Initial Assessment Implementation Pre -Planning - Conference Call Organization Set-up and Quality Improvement Unit (QIU) Activities Training Software Installation and Configuration System Implementation Quality Assurance Phase: 30 days post on-line Quality Imorovemenz Phase: 90 days post on-line Accreditation Ongomgsupport �'� ' DEL|VEAYAND !p1PLEwENTAT|DH{}FTHFMPDD[� � P���A&�UA Delivery and Implementation cf the MPD$ The purpose of this Implementation and Detailed Schedule is to orovide an overview of the proper steps that will be taken to ensure the successful implementation of, and ongoing support of the MPDS. This plan will also assist your agency in meeting all the standards necessary for accreditation by the IAED as an Accredited Center of Excellence (ACE). To accomplish this, PDC will assist in implementing a self-sustaining quality improvement and risk management system that will ensure a continuous, safe and effective emergency dispatch operation both now and in the future. Statement mfWork: Implementation ofthe MpDS INITIAL ASSESSMENT (IMPLEMENTATION PRE -PLANNING CONFERENCE CALL) The initial step in the implementation process will be a conference call involving the communications center director and any other senior management team members deemed appropriate by the director, the involved PQCRegional Account Manager. and the PDCconsultant detailed tobethe Project Manager for the implementation. The purpose of the conference call will be an initial introduction of all involved parties and to set a -start date for the implementation. The next step, through the use of our Consulting Questionnaire and Consulting Evaluation processes, PDC Project Managers will obtain information about the communications center. key management officials and positions, the current emergency dispatch methodology, services provided, unit allocation and configuration, response times, management practices, quality improvement/assurance and risk rnanagement programs as they relate to the emergency dispatch function DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 Other information obtained will include local and regional issues of concern, as well as demographic and statistical aata. Information will be gathered primarily through the use of survey documents where possible. These documents should be completed and returned to the PDC Project Manager for review, PDC's assessment focus is directed towards training needs and quality improvement/assurance issues, the communication center dispatch policies, practices and procedures, and a comprehensive systems approach to emergency services dispatch evaluation,. PDC may elect to perform an on -site visit to gather or help facilitate the gathering of information. PHASE 1 Organization Set-up and Quality Improvement Unit (WU) Activities ▪ Leadership/Implementation Course. PDC staff will conduct a Leadershipilmplementation Course for the Center senior managers. This course is designed to be an orientation to the EMD orocess as it relates to national standards. management oversight resoonsibility, quality management processes. and the implementation process. • Steering and MDRC meeting PDC staff will assist in the development of the implementation process by supporting the managers of the agency. • Combined Steering and Medical Dispatch Review Committee (MDRC) meeting. PDC staff will provide guidance and support in the creation and first meeting of the Steering and MDRC committee PDC will provide generic policies and procedures for review and rev- sion to aid in administration of the Steering • Committee, MDRC and Quality Improvement Unit (QIU), as well as the appropriate use of the MPDS. During this meeting, the PDC staff will also review the strategic goals and objectives of your organization in order to assist you in meeting your targets as they pertain to the Communications Center and the organization. • Technical Evaluation, A PDC technical specialist will meet with your IT staff to lay out a plan of action, review system requirements for PDC software, discuss software options to prepare for installation, identify and verify all dispatch and training workstations, and discuss Computer -Aided Dispatch (CAD) interface parameters. Typical participants in the Technical Evaluation include system administrators, IT staff, in-house CAD staff, and dispatch center management. PHASE 2 Training • Project Manager traioing. PDC personnel will listen to the needs of and advise on the project management of the imolementation, Formal project management support is availaole throughout the implementation process. • Certification and Software training split into two categories PDC will liaise with the agency to ensure a satisfactory timetable of V1X, eakaaf training, at a suitable venue. Certification training will require a projector for the instructor and a classroom suitable for the number of designated trainees. IAED Certified instructors will provide training and certification courses to all calltakers, dispatchers and supervisors. Emergency Dispatch — Quality (ED-Q) instructors will proviae certification training to all QA/QI personnel. A PDC software specialist will set-up, install and train ail dispatch personnel on the use of the EMD ProQA software as well as ED-Q personnel in the use of AQUA case review software. Software training will require a projector as well as a training computer for each trainee in attendance. PDC will conduct an agreed upon number of training sessions over a suitable amount of days. DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 PHASE 3 Software Installation and Configuration • ProQA, AQUA, and XLerator database management Software. PDC Software Specialist will conduct onsite :nstallation and configuration of the appropriate software while working with local IT personnel to train in the ongoing use and maintenance of ProQA, AQUA and Xeeracor Software • CAD Interface Testing, The CAD Interface will also be tested for proper functionality PHASE 4 System Implementation ▪ EMD orientation to Quality Improvement Unit (QM). Quality Manager (QM) activities and performance monitoring. PDC staff (or an appropriately qualified (EMD-Q) instructor), will provide an EMD-Q course to the designated QIU personnel. The course will facilitate the QFU understanding of Quality rationale. measurement methoos, and applications, Emergency Medical Dispatch -Quality (EMD-Q) training will require a projector for the instructor and a class room suitaole for ail EMD-Q attendees. • Initiate use of the MPDS On-line Training. PDC staff will provide on -site supervision and on-line training of communication staff during implementation of MPDS. PHASE 5 Quality Assurance Phase (30 days post on-line) • Ongoing MDRC support. PDC staff will provide ongoing support for MDRC activities through direct attendance of separate or joint MDRC and Steering Committee meetings. • QA Review of Agency Cats. PDC personnel will audit and review a predetermined number of calls per month (depending on call volume) via VPN or ftp. Additional cats may need to be reviewed by Agency as per 1AED guidelines. • Review and calibrate QA system data. PDC oersonnei will review QA reports and data to determine what revisions or adjustments may need to be made. • Development& support of Continuing Dispatch Education (CDE) program, PDC staff will review quality assurance data to assist communications staff in identifying oossiole performance issues to aid in the development of CDE topics. PDC will provide examples and curriculum outlines, • Field orientation and distribution of Field Responder Guides (FRG) (in aooroortate markets), PDC staff will provide a brief (30 minutes) tutorial on the principles of tne MPDS and its impact on operations to field personnel, In addition, field personnel and administration will be provided with a description of supporting documentation and adjuncts (Field Responder Guide) that clarify the use of the protocol From a field and management oerspective. • SEND (Secondary Emergency Notification of Dispatch) Onentatior (in appropriate markets). PDC will provide an orientation to the SEND card which w,11 be issued to field personnel and to their dispatch staff, The cards are required by non -EMS personnel to provide a minimum amount of information to ensure an appropriate EMS response. Field oersonnel will be provided with a brief tutorial CD. • Public education PDC staff wall assist in the development of a public education orogram to ensure that the implementation of the program is perceived as an enhancement to the system rather than an effort to ration or deny service PDC staff will be available for media activities. oocusignEnvelope ID: *rreAera~Asar-41rr-9aps-6400*e1mmrno ^ Ongoing master case review of the QIU case reviewers and recommendations for performance improvement. PoC staff will provide regular reviews of Q|U case reviewer performance uuensure compliance scoring and reporting is consistent with IAED Accreditation requirements. PHASE 6 Quality Improvement Phase (90 days post on-line) ~ Response configuration modification support PDCstaff will assist the system Medical Director mmaking changes to response configurations after compliance to protocol has reacned appropriate levels. ^ System impact evaluation. Once changes to response configurations and modes have been implemented for two months, PDC staff, working with management and the communication staff. will provide an interim assessment regarding the impact of these changes on systern performance. Further adjustments will be made as necessary. ~ Supplemental Visit (l-day/ncremenc).}nthe event 9096comp|/anoehasnot been reached acthe9O'day post on-line daLe PDC will conduct a visit to troubleshoot and assist in the development of an appropriate action plan. Within an agreed upon amount of time following this visit, a supplemental visit will occur to verify that the 90% compliance has been met and the organizaticin is on target for accreditation. PHASE 7Accreditation ~ Master review of case review w°ooeseay prior to accreditation. PDCstaff will provide ongoing "master case review" oF QIU reviewed cases prior to accreditation, Your communicaucins staff will be responsible for rardornly selecting and submitting compliance daza on Unree percent of the calls received and processed bvthe communications center. ~ Accreditation submission support. PDCwill provide assistance toyour communications staff mthe preparation and submission of their Accreditation application and attending documentation. For more information, see "Accreditation of Excellence" and `20 Points of Accreditation Excellence" located in Tabs4.5 and 4.5. PHASE Ongoing support ~ IT, Consulting and o,CDEons/tmdays. PDCwill provide ongoing days ons\oo(number of days tobn*euym|ned)annually for any applicable protocol refresher, software, consulting, Continuing education reqv/re,nencsosper the client tomaintain high MPDS protocol performance and compliance. PI)(\VDpo/i 1CJ"l DocuSign Envelope ID: 47FEA8F8-ABBF-4177-9AFE-6489A51BBFA5 Implementation Agreement Final Audit Report 2024-03-15 Created: 2024-03-15 By: Iman Haddad (iman.haddad@prioritydispatch.net) Status: Signed Transaction ID: CBJCHBCAABAAyG3JcP1qP8bkCVj1vw15LU2brvuvf0sy "Implementation Agreement" History i Document created by Iman Haddad (iman.haddad@prioritydispatch.net) 2024-03-15 - 8:14:22 PM GMT Document emailed to Simon Cantarero (simon.cantarero@prioritydispatch.net) for signature 2024-03-15 - 8:14:27 PM GMT t Email viewed by Simon Cantarero (simon.cantarero@prioritydispatch.net) 2024-03-15 - 10:09:56 PM GMT e'a Document e-signed by SimOn Cantarero (simon.cantarero@prioritydispatch.net) Signature Date: 2024-03-15 - 10:10:30 PM GMT- Time Source: server Agreement completed. 2024-03-15 - 10:10:30 PM GMT Adobe Acrobat Sign 4.