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HomeMy WebLinkAboutAgenda - 09-05-2024; 8-p - Ratification of County Manager’s Execution of a Services Agreement with Priority Dispatch Corporation 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 5, 2024 Action Agenda Item No. 8-p SUBJECT: Ratification of County Manager's Execution of a Services Agreement with Priority Dispatch Corporation DEPARTMENT: Emergency Services ATTACHMENT(S): INFORMATION CONTACT: Executed Services Agreement Kirby Saunders, Emergency Services Director, 919-245-6123 Christopher Ward, Division Chief— Public Safety Communications, 919- 245-6139 PURPOSE: To ratify the County Manager's execution of a services agreement with Priority Dispatch Corporation for Public Safety Communications case review. BACKGROUND: In an effort to align with industry best practices and performance measures, the Emergency Services Department proposed to contract its Public Safety Communications Division's required quality assurance case review to the vendor that provides its structured calltaking protocol system. Emergency Services does not have the necessary staff to perform the number of case reviews required by the International Academy of Emergency Dispatch (IAED) and determined contracting these tasks back to the protocol vendor rather than requesting a new full-time equivalent (FTE) position provided substantial cost savings to the County. Priority Dispatch Corporation is the sole source vendor for the IAED protocols and the associated Quality Performance Review service. Due to the timing of the expiration of the vendor's quote, the County Manager signed the agreement to contract for these services as obtaining a new quote would have resulted in a substantial price increase. The Board is requested to ratify the County Manager's execution of the agreement. FINANCIAL IMPACT: The Board of County Commissioners approved $55,200 in the FY 2024- 25 General Fund budget for this service. The cost of the services is $55,200 per year in years one, two, and three, and $57,600 per year in years four and five. The total cost over the five-year term of the agreement is $280,800. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 2: Healthy Community 2 OBJECTIVE 5. Invest in, support, train, and retain our community safety, health, and emergency services employees and direct care workforce. OBJECTIVE 6. Provide sustainable, equitable, and high-quality community safety and emergency services to meet the community's evolving needs. These quality assurance/quality improvement services will ensure Emergency Services Public Safety Communications staff are taking public safety calls for service in alignment with industry standards and best practices while providing a pathway for future accreditation by the IAED. RECOMMENDATION(S): The Manager recommends that the Board ratify the County Manager's execution of the services agreement with Priority Dispatch Corporation and authorize the County Manager to execute any renewals, amendments, extensions and other associated legal documents related to the agreement as necessary. Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 3 [Departmental Use Only] TITLE ES -QPR FY 25 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1 lth day of July, 2024, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Priority Dispatch Corp., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Quality Performance Review (Q Plus) emergency dispatch quality assurance case review services for Orange County, NC Emergency Services. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 01/24 1 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 4 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Revised 01/24 2 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 5 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provision of Quality Performance Review (QPR) emergency dispatch quality assurance case review services in accordance with the terms and conditions set forth in Attachment A and the attached quote. 4. Duration of Services a. Term. The term of this Agreement shall be from July 11, 2024 to June 30, 2029. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 11, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Fifty-Five Thousand Two Hundred and 00/100 Dollars per year in year one, year two, and year three. In years four and five, Fifty-Seven Thousand Six Hundred and 00/100 Dollars ($55,200.00 per year in year one, year two, and year three and $57,600.00 per year in year four and year five). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County Revised 01/24 3 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 6 a. Cooperation and Coordination. The County has designated (the Division Chief of Public Safety Communications) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven(7) days'prior Revised 01/24 4 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 7 written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, Revised 01/24 5 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 8 on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.oran e�ync. og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. £ Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. Revised 01/24 6 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 9 In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Christopher Ward Priority Dispatch Corp. P.O. Box 8181 Attention: Legal Department Hillsborough,NC 27278 110 S. Regent St., Suite 500 Salt Lake City, Utah 84111 [SIGNATURE PAGE TO FOLLOW] Revised 01/24 7 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 10 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: E cuSigneddpby�: DocuSigned dy:S ■"�- mjA, D2-E0B76A7D035439 By3E81B128364B4.. By . $6nnre-H ersi-ey, County Manager Travis Myren Simon Cantarero, General Counsel & Corporate Secretary Printed Name and Title Revised 01/24 8 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 11 Attachment A 1. Services.Provider OR("PDC")will provide the Services below to County OR("Customer"). 1.1 The Quality Performance Review("QPR") a. QPR Process-Dedicated QPR Workstation. i. As needed, Customer will allow PDC to have remote access using SecureLink®software to a dedicated physical or virtual workstation per discipline in increments of 50 cases per week configured with AQUA®, ProQA®Admin Utility, PDF Reader and the respective audio logger. ii. As appropriate, Computer Aided Dispatch (CAD), Record Management System (RMS), Jail Management System(JMS),and National Crime Information Center(NCIC)Terminal Access should not be accessible on this workstation. iii. As part of the QPR process,PDC will audit calls using Customer's software from this/these assigned workstation(s).Additional AQUA®Software License(s)will be provided by PDC for the Quality Performance Review Department's access for the duration of the project. iv. The dedicated workstation will be installed and configured with AQUA®,ProQA®Admin Utility, XLerator®,server access and the respective audio logger player. v. As appropriate, CAD, RMS, JMS, and NCIC Terminal Access should not be accessible on the QPR workstation. vi. An additional AQUA® Software License will be provided by PDC for access purposes for the term of the contract.This license will include an Audio Integration License,if applicable. vii. The above may be modified by mutual consent of the Customer and PDC. 1.2 Quality Performance Review("QPR")Services 1.3 Pre-QPR Preparation.Planning Meeting-Overview of system and processes for QPR Staff.This meeting is to go over the deliverables,as well as ensure the QPR Dept.has the correct setup to access cases/calls to obtain a copy of the agency policies and procedures and ensure the client understands the deliverables of the product being provided. 1.4 Case Review.Quality Assurance review will be performed by the QPR Reviewer in accordance with the International Academies of Emergency Dispatch("IAED")standards for Accreditation. 1.5 The above may be modified by mutual consent of the Customer and PDC. 1.6 Customer's ED-Q 1.6.1 The Customer must identify an individual to receive and distribute case review feedback, as provided by the QPR Reviewer,to the Customer's staff. This individual must be certified by the IAED as an ED-Q or will be certified within one year from the start of the services. 1.6.2 Customer's contact person (the "ED-Q") will work directly with the QPR Analyst. As necessary,the ED-Q will provide any Quality Improvement feedback and training to Customer's dispatchers/calltakers. For example, the Customer's ED-Q will work with Customer's dispatchers/calltakers to help them understand structured protocol utilization and address protocol compliance and performance improvement requirements to become a more effective dispatcher/calltaker. 1.6.3 In order to ensure the integrity of the QPR Service, when the ED-Q provides feedback to the dispatcher/calltaker,the ED-Q should not provide education that is contrary to PDC's review of the relevant call in front of the dispatcher/calltaker.If the ED-Q does not understand,or agree with,the results of the QPR review of the call, or believes a mistake or miscommunication has occurred,the ED-Q should inform the dispatcher/calltaker that the issue shall be researched and shall then contact the QPR so that a resolution can be reached through the Appeal and Special Review process.The decision of the Appeal and Special Review panel is final. 1.7 Updates. Customer understands that the use of the latest, updated version of AQUA® is a material component of this Agreement. In addition, the Customer must be using the most current version of the Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 12 protocols as developed by the IAED. 1.8 Technical Issue. If the QPR is unable to complete the case reviews or associated reporting due to a customer-related technical issue, the QPR and PDC will only be responsible for a reasonable time of case review volume from the date of the identification of the problem/issue. Once all technical issues have been resolved QPR will begin from that day forward and will not include any more than 2 weeks of downtime for which case review was not conducted. 1.9 Failure to use MPDS.The Agreement shall terminate immediately if the Customer no longer uses the MPDS. 1.10 Additional and Specific Terms. (1) Confidentiality.The Parties shall comply with all applicable government confidentiality regulations and restrictions.A Party may not publicly release any personally identifying information unless authorized by applicable law. A Party may not share or further distribute the AQUA®data or other information shared hereunder,without the express written permission of the other Party. (2) Rights in the Calls and Associated Data.Notwithstanding anything to the contrary contained herein,PDC may use the calls,and data associated with the calls,for publications,research, statistical purposes,and training as long as all personally identifying information is removed. (3) Intellectual Property.Each Party acknowledges and understands that the copyrights,patents, trade secrets,trademarks,and other intellectual property,including derivatives 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. (4) Limit of Liability.IT IS UNDERSTOOD AND AGREED BY CUSTOMER THAT PDC DOES NOT GUARANTEE OR INDEMNIFY,NOR SHALL PDC BE RESPONSIBLE FOR ANY LIABILITY,DAMAGES,OR EXPENSES SUFFERED OR INCURRED BY CUSTOMER ARISING UNDER THIS AGREEMENT. CONSEQUENTLY,PDC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITS SERVICES HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING LIMITATION, WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Docusign Envelope ID:8C7DOF83-A844-470B-BD7E-4C89FBF3FD2B 13 PrWra- . : Q 110 Regent Street,Suite 500 Agency: Orange County Emergency Services Salt Lake City,UT 84111 Agency ID#: 893 USA Quote#: Q-66886 www.prioritydispatch.net Date: 2/5/2024 Prepared By:Tony Guido Offer Valid Through: 7/31/2024 Phone: (800)363-9127 Payment Terms Net 30 Direct: Email:tony.guido@prioritydispatch.net Currency: USD Bill To: Ship To: Orange County Emergency Services Orange County Emergency Services PO BOX 8181 510 MEADOWLANDS DR Hillsborough, North Carolina 27278-8181 Hillsborough,North Carolina 27278-8504 United States United States Fire 1 USD 13,248.00 Q Plus(Annual)-Expert case review and reporting for 48 cases per month for 1 year. Subscription auto-renews without written cancellation Medical 1 USD 17,940.00 Q Plus(Annual)-Expert case review and reporting for 65 cases per month for 1 year. Subscription auto-renews without written cancellation Police 1 USD 24,012.00 Q Plus(Annual)-Expert case review and reporting for 87 cases per month for 1 year. Subscription auto-renews without written cancellation Q-Plus Year 1 Discounted TOTAL: USD 55,200.00 Fire 1 USD 13,248.00 Q Plus(Annual)-Expert case review and reporting for 48 cases per month for 1 year. Subscription auto-renews without written cancellation Medical 1 USD 17,940.00 Q Plus(Annual)-Expert case review and reporting for 65 cases per month for 1 year. Subscription auto-renews without written cancellation Police 1 USD 24,012.00 Q Plus(Annual)-Expert case review and reporting for 87 cases per month for 1 year. Subscription auto-renews without written cancellation Q-Plus Year 2 Discounted TOTAL: USD 55,200.00 Fire 1 USD 13,248.00 Q Plus(Annual)-Expert case review and reporting for 48 cases per month for 1 year. Subscription auto-renews without written cancellation "To lead the creation of meaningful change in public safety and health." Page 1 of 3 Docusign Envelope ID:8C7DOF83-A844-470B-BD7E-4C89FBF3FD2B 14 a QUOTE Product Discipline Qty Amount Medical 1 USD 17,940.00 Q Plus(Annual)-Expert case review and reporting for 65 cases per month for 1 year. Subscription auto-renews without written cancellation Police 1 USD 24,012.00 Q Plus(Annual)-Expert case review and reporting for 87 cases per month for 1 year. Subscription auto-renews without written cancellation Q-Plus Year 3 Discounted TOTAL: USD 55,200.00 Fire 1 USD 13,824.00 Q Plus(Annual)-Expert case review and reporting for 48 cases per month for 1 year. Subscription auto-renews without written cancellation Medical 1 USD 18,720.00 Q Plus(Annual)-Expert case review and reporting for 65 cases per month for 1 year. Subscription auto-renews without written cancellation Police 1 USD 25,056.00 Q Plus(Annual)-Expert case review and reporting for 87 cases per month for 1 year. Subscription auto-renews without written cancellation Q-Plus Year 4 Discounted TOTAL: USD 57,600.00 Fire 1 USD 13,824.00 Q Plus(Annual)-Expert case review and reporting for 48 cases per month for 1 year. Subscription auto-renews without written cancellation Medical 1 USD 18,720.00 Q Plus(Annual)-Expert case review and reporting for 65 cases per month for 1 year. Subscription auto-renews without written cancellation FPolice 1 USD 25,056.00 Q Plus(Annual)-Expert case review and reporting for 87 cases per month for 1 year. Subscription auto-renews without written cancellation Q-Plus Year 5 Discounted TOTAL: USD 57,600.00 • USD 55,200.00 • USD 55,200.00 Customer Signature: �. Customer Name: Expiration • D. "To lead the creation of meaningful change in public safety and health." Page 2 of 3 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 15 a - pufbW QUOTE 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://prioritydispatch.net/licensing/ "To lead the creation of meaningful change in public safety and health." Page 3 of 3 Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B CERTIFICATE OF LIABILITY INSURANCE D7/11/202/4YY) 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(ies) must have ADDITIONAL INSURED provisions or 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 NAME: IMA WlClllta Team IMA, Inc. -Salt Lake City PHONE FAX 95 S State Street, Suite 1300 A/c No Ext: 316-267-9221 A/c No): Salt Lake City UT 84111 ADDRESS: certs@imacorp.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED MEDIPRI-01 INSURER B:Great Northern Insurance Company 20303 Medical Priority Consultants, Inc.110 S. Regent ST, Ste. 500 INSURERC:Chubb Indemnity Insurance Company 12777 Salt Lake City UT 84111 INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:1513371828 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 WITH 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 36027183 2/1/2024 2/1/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREM SES Ea occurrrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECTPRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X PRO- OTHER: $ B AUTOMOBILE LIABILITY Y Y 73587016 2/1/2024 2/1/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR Y Y 79887942 2/1/2024 2/1/2025 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DIED X RETENTION$n $ C WORKERS COMPENSATION Y 71753870 2/1/2024 2/1/2025 X AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/M EMBER EXCLU DED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named Insured Includes: Medical Priority Consultants, Inc., Priority Dispatch Corp., Regent Holdings,LLC,Priority Solutions, Inc., National Academies of Emergency Dispatch, International Academies of Emergency Dispatch,and Priority Dispatch Corp. UK,LTD. Certificate Holder and all other parties required by the contract are included as Additional Insured on the General Liability,Automobile Liability,and Umbrella Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions.This Insurance is Primary&Non-Contributory on the General Liability,Automobile Liability,and Umbrella Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions.A Waiver of Subrogation is provided in favor of the Certificate Holder and all other parties required by the contract on the General Liability,Automobile Liability, Umbrella Liability,and Workers Compensation Policies,if required by written contract or agreement,subject to the policy terms and conditions. Umbrella Liability policy is in excess of the General Liability,Automobile Liability and Employers Liability Policies,subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County P.O. Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B 17 Priorifyy� Dispafch- MEMORANDUM OF SOLE SOURCE Emergency Medical, Police, and Fire Priority Dispatch Systems 30 March 2023 Priority Dispatch Corp. (evolved from Medical Priority Consultants, Inc.) is the only all-purpose and comprehensive Priority Dispatch systems provider company in the world. This includes the following exclusive areas within Emergency Dispatch: 1) Only provider of Expert System Priority Dispatch call-taking software 2) Only provider of fully two-way CAD integrated Priority Dispatch software system (ProQA) 3) Only provider of Automated Quality Assurance Priority Dispatch Case Review software (AQUA) 4) Only provider of 24 hour/7day technical support service for Priority Dispatch-related software 5) Only contracted provider of the International Academies of Emergency Dispatch's evidenced based protocols that meets or exceeds International Standards 6) Only contracted provider of the International Academies of Emergency Dispatch's unified protocol systems: Medical Priority Dispatch System version 13.3, Police Priority Dispatch System version 7, and Fire Priority Dispatch System version 7.1 7) Only contracted provider of Priority Dispatch System cardset trays (springless design for MPDS, FPDS, and PPDS cards on-line dispatching), Priority Dispatch System Pilot Guides, and Priority Dispatch System protocol tablets 8) Only contracted provider of the International Academies of Emergency Dispatch's unified alternate care/referral protocol OMEGA(Medical Priority Dispatch System)version 13.3 OMEGA 9) Only contracted provider of the IAEMD's Principles of Emergency Medical Dispatch, 6th Edition 10) Only provider of Comprehensive Implementation of MPDS, FPDS, and PPDS Consulting Services (IAED Accreditation Eligibility services) 11) Only contracted Emergency Dispatch Instructor Training organization through the International Academies of Emergency Dispatch 12) Only contracted ED-Q Training organization through International Academies of Emergency Dispatch 13) Only contracted ETC Training organization and Curriculum materials provider through the International Academies of Emergency Dispatch 14) Only contracted Quality Performance Review(QPR) comprehensive quality assurance program Page 1 of 2 110 South Regent Street,Suite 500,Salt Lake City,UT 84111 USA 1 800-363-9127(United States/Canada) 1 801-363-9127(International) I prioritydispatch.net Docusign Envelope ID:8C7DOF83-A844-470B-BD7E-4C89FBF3FD2B 18 15) Only contracted Priority Dispatch International Emergency Dispatch Leadership Certification Seminar Training organization through International Academies of Emergency Dispatch 16) Only MPDS, FPDS, and PPDS web-based continuing dispatch education (CDE) subscription provider to the College of Emergency Dispatch through International Academies of Emergency Dispatch 17) Only contracted provider of IAED-approved Priority Dispatch standards and versions update materials 18) Only provider of automated EMD Dispatch Diagnostics (Breathing Verification Dx, Pulse Check Dx, CPR Compressions Monitor and Metronome, Childbirth Contractions Timer Dx, Stroke Diagnostic Tool Dx, Aspirin Diagnostic and Instruction Tool, Emerging Infectious Diseases Diagnostic Tool, Stuck Accelerator Tool) 19) Only provider of Academy Analytics'" powered by FirstWatch° 20) Al SkillLab, powered by Call Simulator, is a powerful tool to train and enhance the performance of new, as well as experienced Emergency Dispatchers on special ProQA Case Interactive Software 21) Voyager Al, powered by Corti, allows agencies to look at and analyze 100% of their calls to pinpoint areas where they excel, as well as identify potential risks within the QA/QI process for better performance in a more timely manner than ever before Priority Dispatch takes pride in being the sole source for the majority of Priority Dispatch-related systems and services and is generally acknowledged as both the inventor of the science and the leader in the field of Priority Dispatch. If any further information is required, please contact me directly. Sincerely, i Jeff J. Clawson, M.D. CEO & Medical Director Director, Division of Research & Standards Cc: Office of the President Vice President, Legal & HR Vice President, Sales & Marketing Vice President, Protocol, Translation, Curriculum & Instructional Design Director of Comprehensive Client Implementations Page 2 of 2 110 South Regent Street,Suite 500,Salt Lake City,UT 84111 USA 1 800-363-9127(United States/Canada) 1801-363-9127(International) 1 prioritydispatch.net Docusign Envelope ID:8C7DOF83-A844-47OB-BD7E-4C89FBF3FD2B A ��® CERTIFICATE OF LIABILITY INSURANCE ° 7�/12/2o214YY' 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(ies) must have ADDITIONAL INSURED provisions or 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 NAME: IMA WlClllta Team IMA, Inc. -Salt Lake City PHONE FAX 95 S State Street, Suite 1300 A/c No Ext: 316-267-9221 A/c No): Salt Lake City UT 84111 ADDRESS: certs@imacorp.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:ACE American Insurance Company 22667 INSURED MEDIPRI-01 INSURER B: Medical Priority Consultants, Inc. 110 S. Regent ST, Ste. 500 INSURER C: Salt Lake City UT 84111 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:562357456 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 WITH 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ A AGE To RENT11 CLAIMS-MADE OCCUR PRE M IS ES Ea occurrence) ccurrrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECTPRO ❑ LOC PRODUCTS-COMP/OPAGG $ PRO- OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability D02142405 2/1/2024 2/1/2025 See Below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Cyber Liability: Each Claim$5,000,000;Aggregate$5,000,000;Retention$250,000; Retroactive Date 1/15/2006. Cyber Liability Policy includes coverage for Technology Errors&Omissions,Cyber Privacy, Network and Security Liability,and Miscellaneous First Party Insuring Agreements,subject to the policy terms,conditions,limitations and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County P.O. Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD