HomeMy WebLinkAboutPriority Dispatch Corp. - 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'
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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
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