Loading...
HomeMy WebLinkAboutContract 1884 a- Igwq PRIORITY DISPATCH SYSTEM IMPLEMENTATION AGREEMENT This Priority Dispatch System Implementation Agreement (the "Agreement") is made and entered by and between Medical Priority Consultants. Inc. dba Priority Dispatch Corp ("PDC"). a Utah corporation. and Cathedral City Fire Department ("Customer"). PDC and Customer are collectively referred to herein as the"Parties"or individually as a"Party." BACKGROt ND 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 an agreement for the licensing, training. implementation. and maintenance of PDC's products and services. altogether the Medical Priority Dispatch System ("MPDS"). 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 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 Parties will work together in good faith to develop a mutually acceptable Statement of Work for the implementation of the MPDS. Once agreed upon. the Statement of Work shall attach to this Agreement as Attachment B. The Statement of Work will provide a phased approach to the implementation of the MPDS. designed to assist Customer 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. 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") a copy of which can be found at https://w w w.pri oritydispatch.net/wp-content/uploads/2016/06/End-User-L icense-Agreement.pdf. 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 software (ProQA") and Customer's CAD system shall he 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 3 years. After 3 years the Parties shall revisit the terms of this Agreement and in good faith shall determine the relationship going forward. The Effective Date is the latter of the signature dates of the Parties below. Notwithstanding, the Parties understand that if this Agreement is not terminated or the Parties fail to determine the relationship going forward, this Agreement shall 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 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 %.09122019 Page 1 of 5 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 he 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 termination 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 statues,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. 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. %.09122019 Page 2 of 5 17(I 16. Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of California. 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 the State of California. 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. Cathedral City Fire Department 110 South Regent Street. Suite 500 32100 Desert Vista Road Salt Lake City. Utah 84I 1 I Cathedral City. California 92234 Attention: Legal Department Attention: John Muhr Email: legal.dept(n,priorit‘dispatch.net Email:jmuhrtu'�.cathedralcitv.gov Phone:800.363.9127 Phone: 760.250.2695 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. The Parties have executed this Agreement by their duly authorized representatives as of the date below. PRIORITI DISPATCH CORP. CATHEDRAL CITY FIRE DEPARTMENT /IF / Signature: Signature: Print Name: Brent Hawkins Print Name: h/ate (hien Title: VP&General Counsel Title: Tk r`-- 04..-c.-E Date: 7/347 20 Zv v.09122019 Page 3 of 5 /0 Attachment A SEE ATTACHED SALES QUOTE#38993 INITIAI.MPDS I\IPI.EMEN1 ATIoN PRICING(YEAR 1) Fees for the initial MPDS implementation and training are 578,769.00 (see attached Sales Quote #Q- 38993). This fee covers all of the quoted implementations activities and the first year of product licensing and maintenance. Payment Schedule: Please see attached Payment Schedule for the initial MPDS Implementation. CONTINUING ANNUAL SERVICE AND SUPPORT FEES(YEAR 2-5) The fee for the annual product licensing renewal and maintenance(Extended Service Plan - ESP)of PDC's products and services is shown below. Year 2: $4.800.00 Year 3: $4.800.00 Payment Schedule: Annual support fees will be billed yearly upon the anniversary of the Effective Date of this Agreement. 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). %.09122019 Page 4 of 5 `V� Dispatch— QUOTE 110 Regent Street,Suite 500 Agency: Cathedral City Fire Department Salt Lake City,UT 84111 Agency ID#: 24106 USA Quote#: Q-38993 www.prioritydispatch.net Date: 9/23/2020 Prepared By:Cheryl Collins Offer Valid Through: 9/30/2020 Phone:(800)363-9127 Payment Terms Net 30 Direct:Ext. 191 Email:cheryl collins@prioritydispatch net Currency: USD Bill To: Ship To: Cathedral City Fire Department Cathedral City Fire Dept John Muhr John Muhr 32100 Desert Vista Rd 32100 Desert Vista Rd. Cathedral City,California 92234 Cathedral City,California 92234 United States United States Product Qty Amount ProQA Medical Software Licenses 4 USD 15,000.00 Automated calltaking software XLerator Client Server Suite 1 USD 2.500.00 Client server software application suite AQUA Case Review Software for EMD 1 USD 1.750.00 Quality Assurance(case review)software base engine and discipline module Protocol Tablet for EMD 4 USD 1,580.00 Licensed backup protocol tablet Advanced SEND Cards for MPDS-Box of 100 1 USD 50.00 Individual S.E.N.D.cards Shipping&Handling 1 USD 25.00 Protocol Training and Certification for EMD(Host) 18 USD 6,120.00 Materials,tuition and certification ED-Q Training and Certification for EMD(Host) 1 USD 500.00 Materials,tuition and certification(2 days,16 hours) Remote Software Installation/Update-M 1 USD 500 00 Software installation or update completed remotely by Priority Dispatch Remote System Administration Training 1 USD 199.00 Per person cost for training for center management detailing program configuration and customization options,completed in a virtual,instructor-led environment Remote ProQA Software Training-M 18 USD 2.682.00 Per person cost for four hours of ProQA software training completed in a virtual,instructor-led environment Remote AQUA Software Training-M 1 USD 149.00 Per person cost for six hours of AQUA software training completed in a virtual,instructor-led environment "To lead the creation of meaningful change in public safety and health." Page 1 of 2 Dispatch- Product patten= QUOTE Product Qty Amount Remote ProQA&AQUA Reports Training 1 USD 149.00 Per person cost for four hours of training for administrators,managers and supervisors on the configuration and customization options in ProQA and AQUA,completed in a virtual,instructor-led environment Implementation Support Package for EMD 1 USD 30,000.00 Implementation support and quality management program development Equip QA for EMD 1 USD 11.700 00 Initial implementation of expert case review,quality management and mentoring for telecommunicators,QA staff and management(___cases/week) IAED Accreditation Application Fee EMD 1 USD 2,250 00 IAED fee for accreditation Priority Dispatch System ESP(P)M 4 USD 4,800 00 System License Renewal,Service&Support EMD Implementation TOTAL: USD 79.954.00 Product Qty Amount Priority Dispatch System ESP(P)M 4 USD 4,800.00 System License Renewal,Service&Support Priority Dispatch System ESP(P)M 4 USD 4,800 00 System License Renewal,Service&Support Yrs 2&3 annual maintenance TOTAL: USD 9.600.00 ubtotal USD 79,954.00 Estimated Tax otal USD 79.954 00 Customer Signature: =MIN 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:http l n4ntydhspaictinellicnsingi "To lead the creation of meaningful change in public safety and health." Page 2 of 2 v'