HomeMy WebLinkAboutContract 63534City Secretary Contract No. 63534
FORT WORTH,
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and Medical Priority
Consultants, Inc. dba Priority Dispatch Corp., a Utah Corporation ("Vendor"). City and Vendor are each
individually referred to herein as a "party" and collectively referred to as the "parties." The term "Vendor"
shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The
term "City" shall include its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A —
Vendor Quote with Payment Schedule;
3. Exhibit B
— Network Access Agreement; and
4. Exhibit C
— Signature Verification Form
5. Exhibit D
— Vendor End User License Agreement
6. Exhibit E —
Vendor Service Level Agreement
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scone of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with a triage and training system for 911 calls including test environments, support and
maintenance. Specifically, Vendor will perform all duties outlined and described in the Statement Of Work,
which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to
herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for
the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence on June 1, 2025 ("Effective Date") and shall expire
no later than May 31, 2026 ("Expiration Date"), unless terminated earlier in accordance with the provisions
of this Agreement or otherwise extended by the parties. This Agreement may be renewed for four one-year
renewals at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of
OFFICIAL RECORD
Vendor Services Agreement — Technology CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
its intent to renew at least thirty (30) days prior to the end of each term.
3. Compensation. The City shall pay Vendor an amount not to exceed $160,886.10 for year
one, $177,840.00 each year for years two through five in accordance with the provisions of this Agreement
and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes.
Vendor shall not perform any additional services for the City not specified by this Agreement unless the
City requests and approves in writing the additional costs for such services. The City shall not be liable for
any additional expenses of Vendor not specified by this Agreement unless the City first approves such
expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such
invoice. Vendor may charge interest on late payments not to exceed one percent (1%).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
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written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third parry without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
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City Secretary Contract No.
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS), PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ONLY TO THE
EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS,
AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
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Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non -infringing Deliverable(s) at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
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10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non -owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4 million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
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City Secretary Contract No.
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Resulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
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12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
�C�lIM01�[�1MIM•E
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Medical Priority Consultants, Inc. dba
Priority Dispatch Corp
Attn: Authorized Signatory
110 Regent Street, Suite 500
Salt Lake City, UT 84111
With Copy to Legal Department
legaldepartment(a,prioritydispatch.net
14. Solicitation of Emnlovees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
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in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States, civil disturbances, other
national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond
the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event").
The performance of any such obligation is suspended during the period of, and only to the extent of, such
prevention or hindrance, provided the affected Parry provides notice of the Force Majeure Event, and an
explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each parry's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
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will not be unreasonably withheld.
27. Network Access.
27.1. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the
City's computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit `B" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immieration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
Vendor Services Agreement — Technology
City Secretary Contract No.
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Renortina Reauirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
31.2. Renortins Reauirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
Vendor Services Agreement — Technology
City Secretary Contract No.
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
20. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
34. Prohibition on Discrimination Aizainst Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap-
ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-
nature provides written verification to the City that Contractor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
35. Electronic Signatures. This Agreement may be executed by electronic signature, which will
be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
36. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement - Technology
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By: Dianno (Jun 26, 2025 13:22 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 06/26/2025
APPROVAL RECOMMENDED:
By:
/-� � _
Name:
Kevin Gunn
Title:
Director, IT Solutions
ATTEST:
By:
Name:
Jannette Goodall
Title:
City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Steven Vandever (Jun 23, 202511:28 CDT)
Name: Steven Vandever
Title: Senior Manager, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
Name: Taylor Paris
** Title: Senior AssistantCity Attorney ey
°aan nezasaap
CONTRACT AUTHORIZATION:
M&C: 25-0455
Date Approved: 05/20/25
Form 1295 Certification No.: 2025-1299218
VENDOR:
Medical Priority Consultants, Inc. dba Priority
Dispatch Corp.
By: o0
Name: J. Simon Cantarero
Title: General Counsel and Corp Secretary
18-Jun-2025
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology
EXHIBIT A
QUOTE
110 Regent Street, Suite 500
Salt Lake City, UT 84111
USA
www.Drioritvdisi)atch.net
Prepared By: Jon Noel
Phone: (800) 363-9127
Direct: 385-355-0435
Email: jon.noel@prioritydispatch.net
Bill To:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
United States
Priority Dispatch Corp.
Agency:
City of Fort Worth
Agency ID#:
27963
Quote #:
Q-79273
Date:
4/7/2025
Offer Valid Through:
7/29/2025
Payment Terms
Net 30
Currency: USD
Ship To:
City of Fort Worth
3000 W. Bolt St.
Fort Worth, Texas 76115
United States
ProQA Production/Live License Medical
24
USD 0.00
Automated calltaking software
Already purchased - transitioning from Medstar to City of Fort Worth
ProQA Backup/Test License Medical
8
USD 0.00
Backup Software Licenses Offsite, backup location software
Already purchased - transitioning from Medstar to City of Fort Worth
ProQA Training License Medical
4
USD 0.00
Training Software Licenses Training, non -live calltaking software
Already purchased - transitioning from Medstar to City of Fort Worth
Implementation Support LV Medical
1
USD 7,500.00
Transition from MedStar to City of Fort Worth
Q Plus Medical
4,627
USD 115,675.00
Expert case review and reporting. Subscription auto -renews without written
cancellation
Priority Dispatch Al SkillLab: ProQA call taking training simulator powered by Medical
1
USD 10,000.00
artificial intelligence (AI) Tier 4: 16-20 positions - renewed annually
MTPS Annual Maintenance - Annual License and Maintenance Fee for Medical
1
USD 4,000.00
Transfer Protocol Suite License Renewal, Service & Support (based on annual
MTPS call volume)
Protocol Certifications, Re-certs, re -tests, contingency fee, Active Assailant, ED-Q
1
USD 10,000.00
Protocol Certification, ETC certifications, annual credit voucher.
Priority Dispatch System Annual Maintenance (P) Medical
15
USD 11,969.10
License Renewal, Service and Support for ProQA, AQUA, Cardsets, Tech Support
and Upgrades
Pro -rated 10/2025 - 6/2026
ProQA Backup/Test License ESP Medical
8
USD 804.00
License Renewal, Service & Support
Pro -rated 10/2025 - 6/2026
Page 1 of 3
QUOTE
ONE Plan Maintenance Package
System License Renewal, Services & Support
ProQA Annual Maintenance
Q-Plus for 4,627 cases reviewed
Al Skilli-ab Tier 4
MTPS Renewal
All Training
3 Navigator Passports
ONE Plan Maintenance Package
System License Renewal, Services & Support
ProQA Annual Maintenance
Q-Plus for 4,627 cases reviewed
Al Skilli-ab Tier 4
MTPS Renewal
All Training
3 Navigator Passports
ONE Plan Maintenance Package
System License Renewal, Services & Support
ProQA Annual Maintenance
Q-Plus for 4,627 cases reviewed
Al Skilli-ab Tier 4
MTPS Renewal
All Training
3 Navigator Passports
Priority Dispatch Corp.
Ft. Worth/MedStar Transition TOTAL:
Medical I 1 i USD 177,840.00
One Plan Renewal -June 2026-2027 TOTAL: I USD 177,840.00
Medical I 1
One Plan Renewal -June 2027-2028 TOTAL:
Medical I 1
USD 177,840.00
USD 177,840.00
USD 177,840.00
One Plan Renewal -June 2028-2029 TOTAL: I USD 177,840.00
Page 2 of 3
QUOTE
ONE Plan Maintenance Package
System License Renewal, Services & Support
ProQA Annual Maintenance
Q-Plus for 4,627 cases reviewed
Al SkillLab Tier 4
MTPS Renewal
All Training
3 Navigator Passports
Customer Signature: �
Customer Name: • • . •
Expiration Date:
Pr rity D spatch Corp.
Medical
One Plan Renewal -June 2029-2030 TOTAL:
USD 177,840.00
USD 177,840.00 1
USD 166,405.35
USD 5,519.25
USD 160,886.10
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: httos://L)rioritvdisr)atch.net/
licensing/
Page 3 of 3
City Secretary Contract No.
1*14111:3Ur:3
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide any services
required in this agreement. In order to provide the necessary support, Vendor needs access to City's
Network and any required systems as applicable and approved by management.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement
will expire at the completion of the contracted services, or upon termination of the contracted services,
whichever occurs first. This Agreement will be associated with the Services designated below.
3.1. Services are being provided in accordance with this City Secretary Contract
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order
No. PO No.;
3.3. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
3.4. No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives
may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
Vendor Services Agreement — Technology — Exhibit B
City Secretary Contract No.
have under this Agreement or at law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
5.1.1. Contractor shall be responsible for any City -owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect City -issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials, and unauthorized use or sharing of Network credentials.
(signature page follows)
Vendor Services Agreement — Technology — Exhibit B
City Secretary Contract No.
UT41411910a07� M M":7M10a
CITY OF FORT WORTH:
VENDOR:
B�): 40a-- (Jun 26, 202513:22 CDT) B�/: // �� �
JJ Dianna Giordano JJ VName:
Assistant City Manager Title: General Counsel and Corp
Secretary
Date:
06/26/2025 Date: 18-Jun-2025
APPROVED AS TO FORM
AND LEGALITY:
By:
Taylor Paris
Senior Assistant City Attorney
ATTEST:
By:
Jannette Goodall
City Secretary
Vendor Services Agreement — Technology — Exhibit B
City Secretary Contract No.
1*14111.11me
VERIFICATION OUMIGNATURE AUTH ITY
Medical Priority Consultants, Inc. dba Priority Dispatch Corp.
110 Regent Street, Suite 500
Salt Lake City, UT 84111
ProQA Annual Maintenance
A.I. SkillLab
Medical Transfer Protocol Suite
QPlus Case Review
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Chris Murdock
Position: President
�at-
Signature
2. Name: J. Simon Cantarero
Position: General Counsel and Corp Secretary
Signature
Name: Travis Brady
Position: Treasurer
Travis- 8rady
Travis Brady (Jun 18, 202511:17 MDTT
Signature
Name: Chris Murdock
Chris Murdock
Signature of President / CEO
Other eU
•
Date: TitlUri-25
Vendor Services Agreement — Technology — Exhibit C
1OVA :111.11aX
PRIORITY DISPATCH SYSTEM ("PDS")
End -User License Agreement (EULA)
Electronic -Acceptance Software License & Service Agreement
PLEASE READ CAREFULLY THE ACCOMPANYING TERMS AND
CONDITIONS OF THIS LICENSE & SERVICE AGREEMENT
BEFORE PROCEEDING TO INSTALL THE SOFTWARE
OR USE THE SERVICES PROVIDED WITH AND SUBJECT TO THIS AGREEMENT.
INSTALLING OR USING ANY OF THE SOFTWARE OR SER VICES
CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO ACCEPT THEM, YOU MAY
RETURN THE SOFTWARE AND ACCOMPANYING DOCUMENTATION OR
CEASE USING THE SERVICES WITHIN 10 DAYS AFTER YOUR RECEIPT THEREOF,
FOR A REFUND OF ANY NEW FEES YOU HAVE PAID FOR
THIS PARTICULAR UPDATE, UPGRADE AND/OR NEW LICENSE
ELECTRONIC -ACCEPTANCE.
The person accepting this Agreement for the Client represents
(1) that they are duly authorized to do so for and on behalf of the Client, and
(2) that the Client understands and agrees to be bound by the terms and conditions of this Agreement
1. Software means the Priority Dispatch System ("PDS") software, content, and manual flip cards that you receive from PDC in connection
with this Agreement and as further identified in Customer's invoice or quote from PDC, regardless of the medium on which it is stored.
Documentation means any and all manuals, instructions and other documents and materials that PDC provides or makes available to
Customer in any form or medium in relation to the Software. Whenever the context reasonably permits, any reference in this Agreement
to "Software" shall also apply to the PDS and to the Documentation, which together comprise the Licensed Product. Except as provided
below, in the section entitled "Limited Software Warranty," any Updates to the Software received by you from PDC shall be included in
this definition of Software and covered by this Agreement. User rights to the Software are obtained only from PDC, by license agreement
with PDC.
2. A PDC Product. The Software (including its content) and any and all copies thereof and derivatives therefrom are owned by PDC or its
Licensor(s) (altogether "PDC"). You acknowledge that PDC owns the copyrights, patent rights, trade secrets, trademarks and other
intellectual property rights in and to the Software. License fees purchase only the limited License provided in this Agreement. You agree
not to infringe upon any of these exclusive intellectual property rights of PDC and that you will not attempt to record or register any of
them for any party. Copies of the Software are loaned to you by PDC for the duration of the License only, and only for the purpose of
enabling you to exercise your License rights (see also, section entitled "Termination").
3. Stations, Licensed Stations, Number of Licensed Stations. "Stations" are computers, terminals, nodes, computer aided dispatch
stations, or workstations in your possession and/or control. "Licensed Stations" are your Stations that have access to the Software and for
which you have paid the applicable License Fee to PDC for this License to use the Software. The "Number of Licensed Stations" is
specified in your License Fee invoice or quote from PDC. You may not use the Software in connection with any Stations (or any other
computers, terminals, nodes or workstations) other than the Licensed Stations, and the number of Stations using or having access to the
Software shall at no time exceed the Number of Licensed Stations. "Training Stations" are Stations that have access to the Software but
are dedicated to 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. "Backup Stations" are Stations that have access to the Software 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.
4. License of Software. PDC grants to Customer a nonexclusive, non -transferable limited license (the "License") to use the Software on
the Number of Licensed Stations. This License also authorizes you to use the Documentation, but only in connection with your licensed
use of the Software. The Term of the License begins on the date you receive the Software and accept this Agreement. Rights not expressly
granted to you under this Agreement are reserved by PDC.
5. License Fee. You shall pay PDC the License Fee specified in your invoice from PDC when the License is purchased, and the ESP fee
annually thereafter. Any increase in the Number of Licensed Stations will require the payment of additional license fees to PDC at its then -
current rate for incremental Licensed Stations for the Software.
1 01, 1 1
6. Copies & Use. You may only copy Software for reasonable archival or back-up purposes. All trademark, copyright and proprietary
rights notices must be reproduced by you and included on all copies. U.S. law, international law and treaties, and this Agreement all
prohibit you from making any other copies; or from making any derivatives of the Software, system protocols, or anything in the PDS; or
from making any use of the Software in any manner not licensed by this Agreement.
7. Use and Protection of the Licensed Product(s) and PDS. You are not entitled to receive any source code for the Software. Without
PDC's express, prior written permission, you shall not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to discover the
source code or trade secrets of the Software, or alter the Software or create any derivative work or product based upon, or derived from
the PDS, Software or Documentation; or (b) transfer, disclose, rent, lease, loan, publicly display, adapt, timeshare, sublicense, duplicate,
distribute, translate, modify, or alter the Software or any copy thereof, including, without limitation, any deletion from or addition to the
Software, or allow third party access to or use of the Software or any copy thereof in any manner; or (c) use the Software in any way not
specifically provided under this license. Modification of the Software by implementing Updates provided by PDC under this Agreement,
and by the addition of local response configurations to PDS dispatch codes (as provided for elsewhere in this Agreement) are not in breach
of this section. You acknowledge that your material breach of this Agreement would provide PDC the option to terminate this License
and/or withhold Service and Support and would also cause irreparable harm to PDC that could not be adequately compensated by damages
alone. Consequently, PDC may seek and obtain, without posting any bond or providing any other security, immediate preliminary and
permanent injunctions against your breach or threatened breach of the Agreement, in addition to any and all other legal and equitable
remedies available, and you hereby consent to the obtaining of such injunctive relief In addition to other remedies that may be available
to PDC, PDC shall be entitled to recover any profits made by you as a result of the breach of this Agreement or the infringement of its
intellectual property. Any derivative product, whether created knowingly or unknowingly, shall be the property of PDC.
8. Cloud Services.
a. Cloud Services. PDC may make the Software or certain other products, or services purchased by Customer from PDC
(collectively, "Cloud Services") and made available to Customer online or through another hosted environment pursuant to a purchase
order or other agreement between PDC and Customer.
b. Access and Use.
(i) Provision of Access. Subject to the terms and conditions of this EULA, PDC hereby grants Customer a revocable, non-
exclusive, non -transferable, non-sublicensable, limited right to access and use the Cloud Services during the term (the "Term") set out in
the applicable agreement between Customer and PDC (the "Customer Agreement") solely for Customer's internal business operations
by Authorized Users in accordance with the terms and conditions herein. PDC shall provide you the necessary passwords and access
credentials to allow you to access the Cloud Services. "Authorized User" means Customer and Customer's employees, consultants,
contractors, or agents who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant
to this EULA and any underlying agreement between Customer and PDC.
(ii) Documentation License. Subject to the terms and conditions contained in this Agreement, PDC hereby grants Customer a
non-exclusive, non-sublicensable, non -transferable license for Authorized Users to use PDC's user manuals, handbooks, guides relating to
the Cloud Services provided by PDC to Customer either electronically or in hard copy form, and end -user documentation relating to the
Cloud Services during the Term solely for Customer's internal business purposes in connection with use of the Cloud Services.
(iii) Use Restrictions. Customer shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software
component of the Cloud Services, or Documentation for any purposes beyond the scope of the access granted in this EULA or the applicable
Customer Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify,
or create derivative works of the Cloud Services, any software component of the Cloud Services, or Documentation, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or
Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary
notices from the Cloud Services or Documentation; or (v) use the Cloud Services or Documentation in any manner or for any purpose that
infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable
law, regulation, or rule.
(iv) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, PDC may monitor Customer's use of
the Cloud Services and collect, compile, use, and analyze data and information related to Customer's use of the Cloud Services to be used
by PDC in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision
and operation of the Cloud Services ("Aggregated Statistics"). As between PDC and Customer, all right, title, and interest in Aggregated
Statistics, and all intellectual property rights therein, belong to and are retained solely by PDC. You acknowledge that PDC may compile
Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that PDC may (i) make Aggregated Statistics
publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under
applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
(v) Reservation of Rights. PDC reserves all rights not expressly granted to Customer in this EULA or the applicable Customer
Agreement. Except for the limited rights and licenses expressly granted under this Agreement or the applicable Customer Agreement
nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property
rights or other right, title, or interest in or to the Cloud Services, the Documentation, and all intellectual property provided to Customer or
any other Authorized User in connection with the foregoing (the "PDC IV). For the avoidance of doubt, PDC IP includes Aggregated
Statistics and any information, data, or other content derived from PDC's monitoring of Customer's access to or use of the Cloud Services
but does not include Customer Data. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in
any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through
the Cloud Services.
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(vi) Suspension. Notwithstanding anything to the contrary in this Agreement, PDC may temporarily suspend Customer's and any
other Authorized User's access to any portion or all of the Cloud Services if: (i) PDC reasonably determines that (A) there is a threat or
attack on any of the PDC IP; (B) Customer's or any other Authorized User's use of the PDC IP disrupts or poses a security risk to the PDC
IP or to any other customer or vendor of PDC; (C) Customer or any other Authorized User is using the PDC IP for fraudulent or illegal
activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the
benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution,
or similar proceeding; or (E) PDC's provision of the Cloud Services to Customer or any other Authorized User is prohibited by applicable
law; (ii) any vendor of PDC has suspended or terminated PDC's access to or use of any third -party services or products required
to enable Customer to access the Cloud Services; or (iii) in accordance with Section 5 (any such suspension described in subclause
(i), (ii), or (iii), a "Service Suspension"). PDC shall use commercially reasonable efforts to provide written notice of any Service
Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services following any Service
Suspension. PDC shall use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably
possible after the event giving rise to the Cloud Services Suspension is cured. PDC will have no liability for any damage, liabilities, losses
(including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a
Service Suspension.
C. Customer Responsibilities.
(i) Account Use. Customer is responsible and liable for all uses of the Cloud Services and Documentation resulting from access
provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting
the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an
Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by
Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such
Authorized User's use of the Cloud Services and shall cause Authorized Users to comply with such provisions.
(ii) Customer Data. Customer hereby grants to PDC a non-exclusive, royalty -free, worldwide license to reproduce, distribute,
and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for PDC to
provide the Cloud Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty -free, worldwide license to reproduce,
distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer will ensure that
Customer Data and any Authorized User's use of Customer Data will not violate any policy or terns referenced in or incorporated into this
Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of
Customer Data.
(iii) Passwords and Access Credentials. Customer is responsible for keeping your passwords and access credentials associated
with the Cloud Services confidential. Customer will not sell or transfer them to any other person or entity. Customer will promptly notify
us about any unauthorized access to your passwords or access credentials.
(iv) Third -Party Products. The Cloud Services may permit access to Third -Party Products. For purposes of this Agreement,
such Third -Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Cloud Services
by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third -Party Products, then Customer
should not install, access, or use such Third -Party Products.
d. Intellectual Property Ownership; Feedback. As between the Parties, (a) PDC owns all right, title, and interest, including all
intellectual property rights, in and to the Cloud Services and (b) Customer owns all right, title, and interest, including all intellectual
property rights, in and to Customer Data. If Customer or any of its employees, contractors, or agents sends or transmits any communications
or materials to PDC by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud Services, including without
limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), PDC is free
to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. All Feedback is and
will be treated as non -confidential. Customer hereby assigns to PDC on its behalf, and shall cause Customer's employees, contractors, and
agents to assign, all right, title, and interest in, and PDC is free to use, without any attribution or compensation to Customer or any third
party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose
whatsoever, although PDC is not required to use any Feedback.
(i) Limited Warranty and Warranty Disclaimer. PDC warrants that it provides Cloud Services using a commercially reasonable
level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY TO, AND PDC STRICTLY DISCLAIMS, ALL
WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY PRODUCTS.
(ii) Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, in
and to Customer Data.
(iii) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SUBPART (i) ABOVE THE CLOUD SERVICES ARE
PROVIDED "AS IS" AND PDC SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. PDC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM
COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PDC MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD
SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSONS OR
ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE
OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE,
ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR -FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR
WILL BE CORRECTED.
9. Extended Service Plan. This Agreement includes and incorporates the accompanying Extended Service Plan (ESP) agreement as set
forth below.
3of11
+' 2024 Priaru} Dispatch Corp_ SLC. UI . LSA. All Rtghrs Reserved.
L.S. /atertrs 58 , 966; �989187: 6004'66; 6010451; 605M54: 6O76065:6/178894: 6106459; 66O7487 7/h()6&_5, 7428301, 74309 7: 7645234: 8006038: 8103523; 8_9457(); 8't35298: 8't55483: 83)6191;
84/753 t 8488748; 5494868; 8971501. 8712020, 86705_16 8873719: 9491605. 9510106 (other pat-ts p-dmg)
10. Taxes. Any sales, use, withholding and other taxes, duties or government assessments relating to this Agreement or the License, or to
the payments or transactions hereunder, shall be paid by you, in addition to all other specific payments required to be made by you under
this Agreement. If any taxes or amounts are withheld or deducted by any government or authority from any license fees or payments to
PDC, you shall be obligated to pay the taxes or amounts withheld or deducted so that the license fees and payments received by PDC are
the full amounts contemplated by this Agreement before such withholding or deduction. If necessary, the license fees and amounts shall
be increased ("grossed up") so that the license fees and payments actually received by PDC after such withholding and deductions are the
full amounts. This section does not apply to U.S. federal or state taxes that may be imposed upon PDC based on net corporate income.
11. Use of Software; Updates. You may only use the Software in compliance with this Agreement and the Documentation. PDC may issue
Updates or revisions to the Software and bulletins or advisories concerning use of the Software (see also, "Updates" in the ESP). Your
failure to implement such PDC-provided Updates or revisions within 90-days of PDC providing same to you will constitute a material
breach of this Agreement, giving PDC the right to terminate the License for cause and/or to withhold further Service and Support, and you
hereby agree to indemnify and hold PDC and the IAED harmless from and against any damages and liabilities that may arise from failure
on your part to implement such Updates (see also, ESP Section titled "Unsafe Practices"). Updates to the Software received by you from
PDC shall be covered as "Software" under this Agreement, as provided above, in the section of this Agreement entitled "Software." An
exception to this general rule is provided immediately below with respect to refunds, in the section entitled "Limited Software Warranty."
12. Limited Software Warranty. PDC warrants that if the Software does not materially conform with its descriptions in the Documentation
and PDC's published specifications, and if you report in writing to PDC within 30 days after delivery of the Software to you any material
failure of the Software to so conform with the Documentation or specifications, then PDC will, at its sole option, and at no cost to you,
either: (a) remedy the failure or provide a reasonable work -around solution; or (b) offer to refund License Fees and any pre paid fees for
ESP that have been received by PDCfor the non -conforming Software. The refund offer does not apply to free Software Updates provided
by PDC under this Agreement. If a refund is offered, you will have 20 days from the date of the offer to either accept the refund or accept
the Software "as -is." If you elect to accept the Software as -is, then PDC's warranties will be deemed satisfied, and this Agreement will
not terminate. If you accept the refund offer, you must return the Software to PDC within 20 days of the date of the offer; the License will
terminate; and you must certify in writing to PDC that you have not retained in your possession or control, any copies of the Software and
that you have not transferred or disclosed any Software to any third party. Then PDC will refund the License Fee and any prepaid ESP
Fees received by PDC from you hereunder. THIS SHALL BE YOUR SOLE AND EXLUSIVE REMEDY AND PDC'S SOLE AND
EXCLUSIVE LIABILITY WITH RESPECT TO ANY BREACH OF THIS WARRANTY.
13. Inspection. PDC may, from time to time and at its own expense and option, inspect your facilities and records to audit your compliance
with this Agreement. Although not obligated to do so, PDC may inform you of any improper, unauthorized or unsafe usage of the Software.
If you are informed of any such misuse of the Software and fail to correct it to PDC's reasonable satisfaction within 30 days of written
notice from PDC, then PDC may terminate the License. In addition, if you develop, market, or otherwise use a competing or alternative
dispatch product, you expressly authorize PDC to enter your facilities to inspect and evaluate the competing or alternative product to
determine if any of PDC's intellectual property or intellectual property rights are being violated.
14. DISCLAIMER OF OTHER PDC WARRANTIES. PDC MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE LIMITED WARRANTY, SOFTWARE IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. PDC DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. PDC DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL SATISFY YOUR
REQUIREMENTS OR THAT THEY ARE WITHOUT ERROR, OMISSION, DEFECT OR DEFICIENCY, OR THAT THE
OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
IS. LIMITATION ON PDC LIABILITY. THE AGGREGATE LIABILITY OF PDC ARISING FROM OR RELATING TO THIS
AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT,
WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OR OTHERWISE, AND WHETHER OR NOT
ARISING IN WHOLE OR IN PART FROM PDC'S FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY,
SHALL NOT EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEE PAID BY YOU TO PDC DURING THE TWELVE
MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. PDC SHALL NOT IN ANY CASE BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF PDC HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. PDC SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY CLAIM, LIABILITY
OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THE SOFTWARE OR ANY RELIANCE THEREON. PDC
IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE OR OTHER COMPUTER
PROGRAMS, FAILURE OF THE SOFTWARE TO OPERATE WITHOUT INTERRUPTION, LOSS OF DATA, COSTS OF RE-
CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THE OFFICERS, DIRECTORS,
EMPLOYEES AND REPRESENTATIVES OF PDC ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO
LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. EXCEPT FOR THE LIMITED WARRANTY, PDC
MAKES NO WARRANTY CONCERNING THE SOFTWARE, AND PDC SHALL NOT OTHERWISE BE LIABLE FOR ANY
NONCONFORMITY IN THE SOFTWARE OR IN THE PDS. FOR THE SAKE OF CLARIFICATION, IT IS UNDERSTOOD BY YOU
THAT PDC DOES NOT GUARANTEE, NOR INDEMNIFY, NOR SHALL PDC HOLD ANY PARTY HARMLESS TO ANY USE OF
OR RELIANCE UPON THE DISPATCH PROTOCOLS CONTAINED IN THE SOFTWARE.
4ofII
2024 Priority Dispatch Corp., SLC, UT, USA. All Rights Resetred.
U.S. Patents 5857966; 5989187, 6004266; 6010451; 6053864, 6076065; 6078894, 6106459; 6607481; 7106835, 7428301; 7436937, 7645234; 8066638, 8103523; 8294570; 8335298; 8355483, 8396191.
8417533; 8488748; 8494868; 8971501; 8712020; 8670526; 8873719, 9491605, 9516166 (other patents pending,)
16. RESPONSIBILITY. IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST THE SOFTWARE AFTER IT IS DELIVERED
TO YOU TO DETERMINE IF IT IS ACCEPTABLE TO YOU AND ADEQUATE AND SAFE FOR YOUR NEEDS AND USES. YOU
ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON THE SOFTWARE. YOU
ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE ESP, AND THAT THE LICENSE IS CONDITIONED ON YOUR REPRESENTATION TO PDC THAT YOU HAVE ACCEPTED
AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS.
17. ALLOCATIONOFRISK. THIS AGREEMENT DEFINES A MUTUALLY AGREED -UPON ALLOCATION OF RISK, AND THE
FEES PAYABLE HEREUNDER REFLECT SUCH ALLOCATION OF RISK.
18. Termination. Either party may terminate this Agreement as set forth elsewhere herein or based upon a breach of this Agreement by
the other Party which is not cured within 30 days of written notice thereof. This Section 17 shall not limit the relief, remedies, and damages
to which the non -breaching party may be entitled. You may also terminate the Agreement by returning the Software to PDC at any time,
subject to the decommission process below. No later than 15 days from any termination of the Agreement, you must cease using the
Software and return it to PDC, together with any Software -related products provided to you by PDC hereunder and any copies created by
you, and a written certificate that you have not retained or destroyed, and no longer control access to, any copies of any of the Software,
and that you have not transferred or disclosed any of the same to any third party.
(a) Decommission Process. Decommissioning of the PDS can be very extensive. Customer must contact PDC at least 90 days before
Customer plans to use an alternative dispatch product. At that point, PDC shall provide Customer with more detailed information regarding
the decommission process. Part of the Decommission process will involve collecting all PDC intellectual Property and exporting PDS
data in a format that will give Customer access to historical records. In order to successfully decommission the PDS, Customer understands
that PDC will come on site at their location and Customer must provide a dedicated person (generally an I.T. person) to PDC to allow for
the successful decommissioning of the PDS. After the decommission process, any PDC products, intellectual property, or materials found
shall be immediately forwarded to PDC.
19. Disputes.
(a) United States. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard
to the conflict of law's provisions thereof. This Agreement will not be governed by the United Nations Convention of Contracts for the
International Sale of Goods, the application of which is hereby expressly excluded. Venue for all disputes arising out of or relating to this
Agreement shall lie exclusively with the state and federal courts sitting in Salt Lake County, Utah, and Customer hereby consents and
waives any objection to the jurisdiction of such courts for such disputes and waives personal service of any summons, complaint or other
process and agrees that the service thereof may be made by certified or registered mail directed to it at the address listed in the Quote. The
Party that prevails in any claim or any dispute arising out of or relating to this Agreement will be entitled to receive all reasonable costs
and expenses associated with the prevailing claim, litigation or dispute, including, without limitation, attorneys' fees.
(b) Outside of United States. If Customer is located outside the United States of America (including territories), this Agreement shall
be construed in accordance with the laws of the State of Utah, United States of America. Any dispute or difference of any kind whatsoever
arising out of or in connection with this Agreement, including any questions in connection with the existence, construction, interpretation,
validity, termination, or implementation of this Agreement, shall be referred to and finally settled in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of Commerce then in effect. The arbitration shall occur in the United States of
America. The arbitration tribunal shall be composed of three (3) arbitrators. The Parties each hereto shall be entitled to appoint one (1)
arbitrator and the third arbitrator shall be selected by the other two arbitrators. The place of arbitration shall be in the United States of
America, and the arbitrators shall apply the law of the State of Utah, United States of America to all issues in the dispute. The language to
be used in any arbitration proceedings shall be English. Any award made by the arbitration tribunal shall be final and binding on the
Parties and shall be enforceable in any country which is a signatory to the 1958 New York Convention. No arbitration of any dispute or
difference shall commence unless the Parties have attempted in good faith to settle the same amicably within sixty (60) days after the date
of a written notice of arbitration by one Party hereto to the other Party, which notice shall describe generally the nature of the dispute. The
costs of arbitration shall be borne by the losing Party. The prevailing Party in any dispute arising out of or relating to this Agreement will
be entitled to receive all reasonable expenses of litigation or dispute, including, without limitation, attorney fees. When any dispute occurs
and when any dispute is under arbitration except for the matters under dispute, the Parties shall continue to fulfill their respective
obligations (and shall be entitled to exercise their rights) under this Agreement.
20. Export Controls. You warrant and certify the Software will not be exported, re-exported, or otherwise made available by you to any
country, entity, or individual in violation of any U.S. laws or regulations.
21. Assignment. You may not assign or in any way transfer the License, this Agreement, or your rights hereunder without the prior, written
consent of PDC. PDC may assign or transfer this Agreement to any third party who acquires substantially all of its intellectual property
in the Software.
22. Severability. In the event that any provision in the Agreement is invalid, unenforceable, or in conflict with applicable law, then such
provision shall be construed, limited, and narrowed to the extent necessary to make the provision valid, enforceable, and in compliance
with applicable law. This may include the incorporation of exceptions into the provision, if necessary. Other provisions of this Agreement
shall not be affected thereby.
23. Government End Users. A "U.S. Government End User" shall mean any agency or entity of the government of the United States. The
following shall apply if Licensee is a U.S. Government End User. The Software is a "commercial item," as that term is defined in 48
C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such
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terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June
1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. The Software (including related
documentation) is provided to U.S. Government End Users: (a) only as a commercial end item; and (b) only pursuant to this Agreement.
With respect to end -users that are of any other government, similar conditions are likewise agreed upon between the parties, to the effect
that Licensee hereby acknowledges that the Software constitutes a pre-existing commercial product developed at private expense and
provided to Licensee only in accordance with the terms and conditions of this Agreement and that Customer has no rights not explicitly
granted by PDC under this Agreement.
24. Force Majeure. Except for obligations to make payment, neither Party shall be liable to the other for any failure to perform its
obligations due to any cause beyond its reasonable control.
25. Entire Agreement. This EULA (a) represents the entire agreement between the Parties concerning its subject matter; (b) supersedes
all prior communications, agreements, understandings, representations, and warranties relating to the subject matter of this Agreement;
and (c) shall only be amended, cancelled, or rescinded by a writing signed by both Parties. No one is authorized to modify this Agreement
or make any warranty or representation or promise which is different than, or in addition to, the provisions, limited warranties,
representations and promises specified in this Agreement. Any terms or conditions of any purchase order or other document submitted by
you in connection with the Software or Documentation which are in addition to, different from or inconsistent with the terms and conditions
of this Agreement are not binding on PDC and are ineffective and non -binding.
26. Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict
construction shall apply against either Party. Whenever the context reasonably permits, the singular shall include the plural, the plural
shall include the singular, and the whole shall include any part thereof.
27. Confidentiality. A party during the course of this Agreement may have access to or receive information regarding personnel, materials,
data, systems, proprietary information/products, software programs, trade secrets, concepts, know-how, and other information which may
not be accessible or generally known to the public. Any confidential or proprietary information/products received by one party from the
other party shall be kept confidential and shall not be used, published, divulged, and distributed by the receiving party to any other person
or entity without the prior written approval of the disclosing party.
Extended Service Plan ("ESP")
F. Extended Service Plans.
a. Silver ESP: Includes 24x7x365 technical support and Updates to the Software within the current version.
b. Gold ESP: Includes everything in the Silver package plus Upgrades to the Software and an annual subscription to the
Continuing Dispatch Education Series/Advancement Series.
C. Platinum ESP: Includes everything in the Gold package plus updated QAGs (Quality Assurance Guides), updated FRGs
(Field Responder Guides), Card sets, and a number of annual site visits. Site visits can be IT, CDE, software training, QA support, ACE
application support, or implementation help (the number of site visits is based on the number of Licensed Stations).
d. NEMA or EMA (National Enterprise Maintenance Agreement or Enterprise Maintenance Agreement). NEMA or EMA is
available for countries, provinces, states, or organizations with multiple call -taking and dispatch centers. Please speak to your PDC
representative for more information.
e. ESP Miscellaneous.
i. Client must register as described in Section 2 below.
ii. The annual ESP fees must be fully paid in advance. The ESP period is for one year and is renewed annually upon
continued use of the Licensed Products.
iii. All Licensed Products must have the same ESP.
iv. PDC may modify and replace this ESP from time to time and any prior ESP is superseded. The new ESP then becomes the
current ESP and is part of this EULA.
v. PDC reserves the right to terminate this Agreement if You are not current on your financial obligations to PDC.
f. Customer Obligations:
i. Customer's hardware and operating systems must meet the minimum system requirements provided by PDC.
ii. Customer is solely responsible for any required adjustments or updates to its hardware or operating system software
required to accommodate Updates or Upgrades of the Software.
iii. Customer shall ensure availability of its own technical support personnel so PDC can fulfill its service obligations.
iv. When reporting a problem to PDC's technical support, Customer shall provide a complete problem description, along with
all necessary documents and information that is available to the Customer and required by PDC to diagnose and resolve the
problem. Customer agrees to grant all necessary access to all applicable systems so that PDC can provide appropriate support.
v. Customer shall carry out any instructions on troubleshooting or circumvention as provided by PDC.
vi. Customer is solely responsible for ensuring the compatibility of non-PDC products with PDC products.
vii. Customer is solely responsible for ensuring its systems, software, and data are adequately backed up. PDC shall not be liable
for any lost data.
6of11
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viii. Customer shall provide for any other requirements reasonably specified by PDC that relate to the rendition of the
services to be met.
ix. As necessary, Customer will permit PDC with remote access to its systems to provide any required or necessary support.
x. If Customer fails to fulfill its obligations outlined in this Section, PDC is entitled to bill its time and effort made necessary by
Customer's failure(s) at PDC's currently stated hourly rates.
xi. Computer -Aided Dispatch ("CAD") Integration. Any costs relating to the integration of PDC's Licensed Products and the
Customer's CAD system or CRM, or the like, software shall be the responsibility of the Customer. The integration of PDC's
Licensed Products and Customer's CAD system must be inspected, tested, and certified by PDC before taking live calls.
2. Updates c& New Versions. An important part of PDC's on -going research and development to optimize the effectiveness of the Software
is its regular evaluation of the experience, findings, and recommendations of licensed Software users in the field; the College of Fellows
of the International Academies of Emergency Dispatch ("IAED"); Quality Assurance programs; and of its own, internal research and
studies. Consequent to these and other research and development activities, PDC may, from time to time, prepare and release Updates
and/or New Versions of the Software. Notifications for Updates and/or New Versions of the Software are sent electronically (via email).
In order to ensure receipt of the Software notifications, Client must register at httDs://suDDort.DrioritvdisDatch.net/int notification. AD. You
acknowledge that failure to register may result in You 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 it is solely
responsible for ensuring it receives Software notifications.
a. Updates When PDC determines that particular improvements, modifications, or enhancements may be useful as an Update to
the current Version, PDC may issue an Update to licensees who have maintained their online Software notification registration and ESP
current as provided herein. Client shall, within 90 days of an Update release from PDC, implement such Update. Client's failure to register
for Software notifications and implement Updates, as provided here, would constitute a Breach of the EULA, giving cause for PDC to
terminate this Agreement or withhold further Service and Support. Such Updates may be accompanied by instructions for updating the
Software. Installation of an Update in accordance with such instructions is not a modification prohibited by the section of the Agreement
titled "Use and Protection of the Licensed Product(s) and PDS."
b. New Versions When PDC determines that substantial revisions to the Software (among other factors) may justify it, PDC may
issue a new Version of the Software ("New Version"). PDC may thereafter cease issuing Updates for versions and editions preceding the
New Version. Said New Version then becomes the current version and edition of the Software, but is not licensed to you, unless it is part
of your ESP plan. In the event New Versions are part of your ESP plan, the New Version shall be governed by PDC's then -current license
Agreement. If New Version are not part of your ESP plan, then the New Version constitutes a new product that can only be obtained
through the purchase of a new license from PDC that is licensed under a new agreement with PDC. During an introductory period, licensees
who are current in their registration and service plan with the preceding version may be offered, for a reduced fee, a license to use the New
Version. The New Version will be governed by PDC's then -current license agreement.
Extended Service will not be available indefinitely after a New Version of the Software is released to replace a prior version. Customers
that continue to use prior versions after a New Version has been released are solely responsible for their continued use, and for the results
obtained from such continued use, of any prior version. You hereby agree to indemnify and hold PDC and the IAED harmless from and
against any damages and liabilities that may arise from your election not to implement any New Version after it has been released.
3. Responsibility. Client assumes full responsibility for ascertaining the suitability of, and for its selection of, the Software, as well as for
its installation, implementation, and use, and for the results obtained from it. You are responsible for decisions made and actions taken
based on the Software. The Software is designed and intended for use by emergency dispatch professionals trained and experienced in the
uses and limitations of computer software in general, and more specifically, of the emergency dispatch system(s) the Software is designed
for as a quality management tool.
4. Research Data Sharing. In the interests of advancing the state-of-the-art in emergency dispatching through effective use of and
improvements to the Software, Client shall, in timely response to PDC's reasonable written requests, provide PDC with copies, on disk or
tape, of the data associated with the functioning of the Software. PDC shall use such data in compliance with applicable government
regulations and restrictions (including, without limitation, HIPAA in the U.S.), and may use such data for research and development
purposes. It will not make any external, public use or release of such research data without the prior written consent of Client. Furthermore,
PDC will not request data in a manner that includes any names or personal identifying information or that indicates Client as the source of
the data. Additionally, by sharing data with PDC, you allow PDC to share the data with the IAED for the purpose of improving and
advancing dispatching.
5. Expert System Disclosure. This expert system is designed for use by Emergency Dispatchers or call -takers (EDs) who have been trained
and certified in the use of the PDS and who function in a prescribed PDS quality assurance environment. It is not a novice system. The
system design envisions occasions when even the trained ED will have to make a subjective decision regarding a caller's response and
make the most correct selection from the list of choices presented. The design of this system incorporates current professional and logic
accuracy. Of necessity, however, it also reflects some subjective opinions of professional experts and programmers with which others
may reasonably disagree. The system and its necessary maintenance components must be considered and approved by local control entities
and ED agency administration, prior to implementation and on-line use by trained EDs. The system also envisions that, when appropriate,
trained EDs will have the option of "overriding" a system -recommended choice for enhanced patient safety and that they will choose the
"most appropriate" telephone treatment options from available menus. New information may change the complexion of the emergency
during the call as EDs validate caller responses or treatment. This system allows the trained ED to "reconfigure" response levels based on
new information. With the foregoing in mind, this system cannot reasonably be expected to predict exact outcomes or unerring ED
7of11
2024 Priority Dispatch Corp., SLC, UT, USA. All Rights Reser-1..
U.S. Patents-5857966; 5989187, 6004266; 6010451; 6053864; 6076065; 6078894: 6106459; 6607481; 7106835; 7428301; 7436937; 7645234; 8066638; 8103523; 8294570, 8335298; 8355483; 8396191.
8417533; 8488748; 8494868; 8971501; 8712020; 8670526; 8873719, 9491605; 9516166 tother patents pending)
performance in all cases. The designers recommend that quality assurance mechanisms be put in place that include review of each of these
"special choice" situations for ED correctness and consistency. This system cannot, under this license, ever be used by non-IAED-certified
individuals. Failure to maintain an adequate number of certified personnel will void this license and all materials covered hereunder must
be immediately returned.
6. Modification of Software, Cards, or PDS. Other than as specifically provided in this ESP, you shall not modify, change, or alter the
PDS Protocols or anything on the Software, Cards, or PDS without the prior, express, written consent of PDC. This ESP outlines the
scientific process of protocol modification, which is performed by the College of Fellows of the IAED (see sections titled "Changing the
PDS" and "Accepted Process for PDS Modification" in this ESP). Implementation of Updates, as provided in the section of this ESP titled
"Updates & New Versions," qualifies as a modification, change, or alteration with PDC's express, written, prior consent. Any unauthorized
change made, and/or implemented in the Software, Cards, or PDS by the Client is a material Breach of this EULA, giving cause for PDC
to terminate this Agreement or withhold further Service and Support.
7. Derivative Products. In the event any PDS client creates, knowingly or unknowingly, any derivative product of the PDS, such derivative
product shall be owned by PDC and its use must be discontinued and the derivative (including all copies or drafts of such work) sent to
PDC within 10 days of PDC's written request to do so.
8. Customization of Responses. Authorized customization of the PDS consists of matching Priority Dispatch Determinant levels (A, B, C,
D) with locally determined response capabilities of equipment and professional personnel. This is limited to additions to the blank
"Response" section (bottom right) of all protocols. The responses to be inserted in said "Response" section are determined solely by the
licensed client. Local ED authorities are authorized and within their license rights to so add responses to the specified bottom right section
of the relevant cards, without any requirements to either notify PDC or to coordinate these particulars with PDC (unless required to do so
by separate consulting agreement), and PDC bears no responsibility or liability for actual local responses selected or used. Additionally,
the IAED allows the designated local law enforcement administrator, or their designee, to edit current Critical EPD Information (CEI) text
to better address locally defined performance expectations. Adding CEI text shall preserve the intent of the original CEI and vary only by
providing more specific instructions for actions EPD's should take. CEI text shall meet or exceed the standard of practice in law
enforcement and neither PDC nor the IAED bears any responsibility or liability for CEI text used and relied upon.
a. Documentation. The approval and customizations above are generally finalized and documented through Dispatch Review
Committee and Dispatch Steering meetings. It is your responsibility to ensure sign off signatures and authorizations are obtained on record
in writing, and that all ED personnel are training in their proper use.
9. Changing the PDS. All written text and printed materials in the PDS, including, without limitation, Interrogation Questions, Dispatch
Determinants, Pre -Arrival Instructions, Post -Dispatch Instructions and Additional Information are integral to the PDS. Licensed clients
are NOT AUTHORIZED TO MAKE CHANGES TO THE PDS. Changes are made only by the Accepted Process specified in the section
of this ESP titled "Accepted Process for PDS Modification." This is based on the following:
a. Implementation and Familiarity with the PDS. The PDS has been in continuous field use since 1978, during which time it
has been regularly enhanced through more than 13 major revisions for New Versions. It is not prudent for any client to consider
recommending system changes prior to gaining the practical experience and perspective of implementing the PDS and running it "as is"
at a demonstrated rate of high dispatcher compliance.
b. Total Quality Management. A Quality Improvement and Management Program is required. Key elements shall include:
i. As with other aspects of a sound emergency dispatch program, a qualified emergency service professional must be engaged
as ED Director. Depending upon the requirements and resources of the professional emergency service system, this may be a part-time or
a full-time position. In either case, the ED Director must be empowered with control over professional policies, procedures and decisions
in the system. The ED Director must be regularly involved at all levels, particularly at the "front line" level where the EDs handle the calls
for ED help. This helps even an experienced ED professional to become functionally "dispatch literate." The ED Director should also
attend activities of the Quality Assurance committees and personnel, and evaluate and guide their performance. It is highly recommended
that any ED Director who has not already participated in an IAED Executive Certification Course, do so before the end of the 6-month
implementation period. This is required for eventual IAED Dispatch Center accreditation.
ii. PRIORITY DISPATCH SYSTEM STEERING and REVIEW COMMITTEE(S): One or more committees shall be
established to set policy and review performance of ED operations with the PDS. The ED Director must participate in all material
decisions by these committees and must be included as a signatory on any policy or procedural determinations made by such committees.
A PDS Steering and Review Committee must be established and meet at least quarterly to review, evaluate, and approve the application
of policies or procedures affecting PDS operations.
iii. CERTIFICATION: It is required that all EDs utilizing the PDS be certified by the IAED and strongly recommended that all
system administrators, managers, and supervisors be certified in the IAED 1-day National Executive Certification Course. The PDS shall
not under any circumstances be used by untrained or uncertified individuals. The PDS is not intended to be quality assured or supervised
by untrained or uncertified individuals.
iv. CONTINUING DISPATCH EDUCATION ("CDE"): All EDs utilizing the PDS must participate in a structured CDE
program that provides necessary relearning, familiarization, and updating with the evolving science of the PDS. At a minimum 12 hours
per year must be devoted to CDE to ensure proper recertification by IAED.
v. DISPATCHER PERFORMANCE EVALUATION AND PROTOCOL COMPLIANCE: It is required that EDs closely
comply with the PDS interrogation, prioritization coding, and scripts. To this purpose, the Quality Improvement and Management Program
must include continuous case review and evaluation according the IAED's Center of Excellence minimum performance requirements,
which are available on its website. EDs not complying must be officially notified of the findings, retrained, and, if necessary eventually
8of11
2024 Priority Dispatch Corp., SLC, UT, USA. All Rights Reserved.
U.S. Patents-5857966; 5989187, 6004266; 6010451; 6053864; 6076065; 6078894: 6106459; 6607481; 7106835; 7428301; 7436937; 7645234; 8066638; 8103523; 8294570, 8335298; 8355483; 8396191,
8417533; 8488748; 8494868; 8971501; 8712020; 8670526; 8873719; 9491605; 9516166 (other patents pending)
disciplined. Non-compliance to the PDS has been demonstrated to significantly decrease its effectiveness and safety and shall not be
tolerated by managers and employers. In the interest of public safety, the protocol must be followed.
vi. ACCREDITATION: It is strongly recommended that all dispatch agencies utilizing the PDS achieve the operating
performance standards required for Accreditation by the IAED.
10. Accepted Process for PDS Modification. In 1988, the IAED was formed as a scientific professional organization for Emergency
Dispatching. Within the Academy's structure exists the College of Fellows — a select group of professional dispatch, public safety and
emergency experts that has adopted the following mission statement: "To conduct an on -going review of the current standards of care and
practice in Emergency Dispatch and evaluate the tools and mechanisms used to meet or exceed those standards."
THROUGH A DEFINED PROCESS, THE FELLOWS REVIEW RECOMMENDED REVISIONS AND IMPROVEMENTS TO THE
PDS IN A TIMELY, ORGANIZED WAY. THE ONLY AUTHORIZED METHOD OF PDS PROTOCOL CHANGE IS BY THIS
ESTABLISHED SCIENTIFIC METHOD OF THE COLLEGE OF FELLOWS.
Individual licensed clients are not allowed to change or modify any pre-printed text or color -coded portion of Cards or Software unless
authorized to do so by PDC, as agent of the IAED College of Fellows. All licensed clients are encouraged to share their significant
recommendations, discoveries, and data with the College in writing (see section titled "Research Data Sharing" in this BSP). By this
scientific method, knowledge of the PDS can be unified and new improvements shared by all licensed clients.
11. Unsafe Practices. Unlike the authorized modifications specified above, no other modification or customization of the Software, Cards
or PDS is authorized or allowed under this License. Any modification or misuse of the Licensed Product(s) — i.e., a use not specifically
authorized in this written Agreement — must be considered unsafe unless and until it has been formally approved through the Academy's
scientific process referred to above. Unauthorized modifications to or changes of or misuse of the Licensed Product(s) would constitute
material breaches of this Agreement and give cause for PDC to terminate it and to discontinue support hereunder. Because unauthorized
modification, change and/or misuse of the Licensed Product(s) are expressly not allowed, you are solely responsible for any and all results
of any such unauthorized modification, change or misuse, and you hereby agree to indemnify and hold PDC and the IAED harmless from
and against any damages and/or liabilities that may arise from any such breach of this Agreement by you. An example of an unsafe
practice would include (but not be limited to) the following: The modification or responses to incorporate a "no -send" or "referral" option
is not authorized by this License. Such practices may only be authorized under a special "Omega" Software License from the IAED. Any
implementation of any such modifications without such an Omega License is an unsafe practice and must not be undertaken. Interested
Licensees should contact the IAED to pursue any contemplated modification. In addition, the use of the software, protocols, and training
materials by non-IAED-certified individuals is considered to be an Unsafe Practice and is not allowed under this license agreement.
a. CLIENT NOTIFICATION OF ANY UNSAFE PRACTICE(S) AND ITS REMEDIES. The Licensor may at any time
for any activity it deems as an Unsafe Practice, notify the Client to cease and desist such practices(s), and may, at the Licensor's sole
discretion, grant a timeframe for such remedies to occur. Reasonable consideration of sincere proposed processes or attempts by a client
so notified to effect remedies will not be unreasonably withheld. It is the sole right of the Licensor to invoke an immediate revocation of
this license and the return of all licensed products if the Unsafe Practice is egregious enough to pose a risk to the public safety. Additionally,
this EULA authorizes PDC or the IAED to contact applicable city, county, state, or national leaders or officials to inform them of any
performance issues, threats to the safety of the public, or the like.
12. International Dispatch Coding System. The Determinant (and sub -determinant) codes represent the only widely accepted dispatch
coding system in the world. A unified coding system provides for uniform training, use, data collection, data sharing, and comparative
scientific study. This coding system may not be modified in any way not authorized in this EULA. As provided above, in the section of
this ESP titled "Customization of Responses," however, it is the licensed client that selects the type of response, whatever it may be, to be
generated by any particular code (e.g., 10-D-1). In this way, the coding system remains intact while allowing the client full discretion in
establishing the local responses "attached" in parallel to these codes.
13. Standard of Care and Practice. Since 1978, PDC and its originators, have been the principal contributors to the establishment of safe
professional standards for Emergency Medical Dispatch (and subsequently, Police and Fire Dispatch) care and training. PDC's Priority
Dispatch Systems, as well as its ED training and certification programs, meet or exceed every applicable standard known to PDC. Through
substantial commitments of expertise and other valuable resources to basic and applied research, development, quality improvement,
dispatch liability, and risk management, PDC is dedicated and determined to continue setting the standard in ED. In the opinion of some
medical -legal experts, when the current Version of the PDS is properly used by IAED-Certified ED professionals, the current standard for
emergency dispatch has been met, and the most reasonable actions for both callers and responders have been taken by the ED center.
14. Dedicated Legal and Consultative Support. Priority Dispatch Corp. is available for ED system evaluations, ED case reviews, and
expert opinion and witness services to currently registered licensed clients of the PDS who have are using the Newest Version, and to their
professional staff of EDs and ED instructors who have been trained, then certified through the IAED and maintained their IAED
certifications current. PDC's professional staff will vigorously defend proper use of the PDS by professionally trained EDs against charges
of dispatch negligence that may arise. All such services are available at PDC's then -current fee schedule for such licensed client services.
15. National Q Services. National Q is a quality assurance service provided by PDC. In the event Customer utilizes National Q, the
following shall apply:
a. Pre -National Q: Customer understands that they and PDC shall have the following meetings before starting the QA services:
i. Stakeholders Meeting — overview of the system and process for directors, chiefs, and upper administration.
ii. QA/QI Meeting — Analysis of current system with current Customer QA staff
iii. Protocol Refresher Meeting — overview of Protocol and QA for dispatch staff
901,11
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b. National Q Technical Process:
i. Customer will allow PDC to have remote server access using SecureLink® software to a dedicated physical or virtual
workstation configured with AQUA®, ProQA® Admin Utility, XLerator®, and the Customer's audio logger/recorder.
ii. CAD (Computer Aided Dispatch), RMS (Record Management System), JMS (Jail Management System), and NCIC
(National Crime Information Center) should not be accessible on this dedicated physical or virtual workstation.
iii. PDC will audit calls remotely using SecureLink. An additional AQUA® software License per discipline will be
provided by PDC for the National Q Reviewer's access for the term of contract, along with an accompanying voice logger integration
license.
iv. Customer understands that they must always update to the latest version of AQUA®.
V. If there is a customer related issue (technical or otherwise) that prevents the National Q Reviewer from reviewing
cases, including providing the associated reporting, PDC will only be responsible for two weeks of case review volume from the date the
issue is resolved looking backward, and case review going forward.
c. Quality Assurance Process:
i. QA shall be done according to the IAED standards for Accreditation httr)://www.emer2encvdisvatch.or2/
standards for accreditation).
ii. Customer will receive weekly completed QA cases in AQUA® based on the National Q timeline established by the
parties. This will allow Customer to give appropriate and timely feedback.
iii. Customer must identify an individual to provide case review feedback to dispatchers as provided to them by the
National Q reviewer. This individual must be certified by the IAED as an ED-Q. Customer's contact person (ED-Q) will work directly
with the National Q representative. The Customer's ED-Q will provide any quality improvement feedback and training to Customer's
dispatchers/call takers based on the feedback they receive from the National Q Reviewer. In other words, the customer ED-Q will work
with Customer's dispatchers/call takers to help them understand structured protocol utilization, address protocol compliance and
performance improvement requirements to become a more effective dispatcher/call taker.
iv. In order to ensure the integrity of the QA Service, any feedback provided by the Customer's ED-Q to its
dispatchers/call takers shall not be contrary or inconsistent with the National Q Reviewer's audit and comments. If the ED-Q does not
understand or agree with the National Q review of the call or believes a mistake or miscommunication has occurred the ED-Q should
inform the dispatcher/call taker that they will research the issue and contact the National Q representative, so a resolution can be made
through the appeals process. Once it has gone through the appeals process the decision is final.
16. Definitions. This section contains more detailed definitions of certain terms used in this EULA.
"Cards "
The manual version of a PDS in the form of printed reference cards or in the form of electronic tablets provided by PDC to Client under
this EULA.
"Client," "Customer", `Agency," "Licensee'; "You'; 'you " or "your"
The end user licensed to use the licensed Software under the Agreement. This is the end user who enters into the Agreement with PDC.
"certification" and "recertification"
When used in this agreement, certification and recertification mean specifically by the IAED.
"ED ", Emergency Dispatch and/or Emergency Dispatcher.
These terms are basic to expanded definitions of Police, Fire and Medical Dispatch and/or Dispatcher, by adding the letters "P", "F" and/or
"M", respectively; as in "EPD", "EFD' and/or "EMD", respectively.
"PDS", Priority Dispatch System.
These terms are basic to expanded definitions of Police, Fire and Medical Priority Dispatch Systems, by adding the letters "P", "F" and/or
"M", respectively; as in "PPDS", "FPDS' and/or "MPDS", respectively. For purposes of this EULA, a reference to PDS also includes a
reference to MPDS, FPDS, and/or PPDS.
"Update"
An Update represents a collection of improvements, modifications, or enhancements to the Cards, Software or PDS within a Version (as
this latter term is defined below). Generally, Updates are provided to all currently licensed and registered licensees under a n Extended
Service Plan with PDC. An Update is designated by the number to the right of the decimal point in the release number of a Software release
(e.g., Release 12.2 would an Update from Release 212.1). A Version may include a plurality of Updates (e.g., 11.1, 11.2 and 11.3 would
be separate Updates within Version 11).
"Version "
A version of the Software constitutes the combination of the Software and/or Cards for a particular PDS. A Version is designated by the
version number assigned by PDC to the left of the decimal point in the release number of a Software release (e.g., Version 11 of the
l0of 11
S 2024 Priority Dispatch Corp., SLC, UT, USA. ALL R,ghts Ream ed.
U.S. Patents 5857966; 5989187, 6004266; 6010451; 6053864, 6076065; 6078894, 6106459; 6607481; 7106835, 7428301, 7436937,7645234, 8066638, 8103523; 8294570; 8335298; 8355483, 8396191.
8417533; 8488748; 8494868; 8971501, 8712020; 8670526, 8873719, 9491605, 9510166 (other patents pending)
EXHIBIT E
SERVICE LEVEL AGREEMENT
This Service Level Agreement (SLA) establishes the scope and quality of service provided by Priority
Dispatch Corp. and Priority Solutions, Inc. (each LICENSOR) for their respective software products. It
defines the rights and obligations of both LICENSOR and the Customer regarding technical support,
service availability, incident management, and escalation procedures.
This SLA details:
1. Support & Incident Management: The level of assistance provided, including response
expectations and escalation paths, severity classifications, response times, and resolution efforts.
2. Customer Responsibilities: Required cooperation, system access provisions, and maintenance
expectations.
3. Exclusions & Limitations: Circumstances where LICENSOR is not responsible for providing
support or issue resolution.
This agreement ensures that support services are delivered consistently and efficiently, maintaining the
Software's performance and reliability while setting clear expectations for both parties.
1. Definitions
In addition to the capitalized terms defined elsewhere in this Agreement, the following terms used herein
shall have the meanings ascribed to them below:
"Downtime" shall mean any period during which the Software or a critical system component is
unavailable or fails to perform its intended function, preventing normal operation. Downtime may be
planned (scheduled maintenance) or unplanned (system failures or incidents).
"Incident" shall mean any event that disrupts or degrades the normal operation of the Software,
requiring intervention by LICENSOR's support team. Incidents may be caused by software errors,
hardware malfunctions, network issues, or other factors affecting system or software functionality.
"Resolution" shall mean a preliminary diagnosis of an Incident, any questions or request to customer for
additional information or access to Customer necessary for further investigation, or any Workarounds,
temporary fixes, or permanent repairs.
"Response Time" shall mean the elapsed time between when a Customer reports an Incident or service
request to LICENSOR and when a LICENSOR support representative acknowledges and begins initial
investigation of the issue.
"Severity" Is defined by the table below:
Revised 03.04.2025 Service Level Agreement
Severity
Severity Definition
Level
Severity 1
• Urgent/Critical A complete system outage or failure that prevents all
users from performing business -critical operations.
• No workaround is available.
Severity 2
• High/Major A major system issue that affects many users or
critical business functions.
• A workaround may be available.
Severity 3
• Medium/Moderate A non -critical issue that affects some users or minor
functionality, but the core business functions remain operational.
• Workarounds are available.
Severity 4
• Low/Minor A non -urgent request, minor bug, or general inquiry that does
not significantly impact business operations.
"Standard Support" shall consist of-
(i) Initial Case Handling: Accepting and logging Customer inquiries via designated support
channels (phone or email).
(ii) Issue Investigation: Troubleshooting to verify if an issue is caused by the Product or
associated components within the LICENSOR'S scope of responsibility.
(iii) Guidance & Workarounds: Providing telephone and remote diagnostic support related to the
operation, configuration, and utilization of the Product.
(iv) Error Identification: Identifying potential software defects and documenting confirmed issues
for further review.
(v) Maintenance & Fixes: Implementing maintenance modifications, error corrections, or bug
fixes to bring the Product into substantial conformance with the Specifications, subject to
LICENSOR's standard release schedule.
(vi) Escalation & Monitoring: Escalating unresolved issues per the defined incident severity
levels and providing status updates as appropriate.
"Support Center" shall mean the LICENSOR'S designated facility or team responsible for delivering
support services as outlined in this Agreement and serves as the primary point of contact for Customers
seeking assistance with the Product. Support obligations may be fulfilled through a combination of on -site
personnel, remote support, and automated systems, depending on the issue's nature and severity. The
Support Center is responsible for:
(i) Receiving & Logging Requests: Managing incoming support inquiries via phone, email, or
online portal.
Revised 03.04.2025 Service Level Agreement
(ii) Issue Triage & Categorization: Assigning severity levels and directing cases to appropriate
support personnel.
(iii) Troubleshooting & Resolution Assistance: Providing initial troubleshooting, workarounds,
and escalation when necessary.
(iv) Incident Monitoring & Escalation: Tracking open incidents and escalating issues per defined
SLA guidelines.
(v) Service Communication: Updating Customers on case progress and resolution efforts as
appropriate.
(vi) Support obligations may be provided from multiple geographic locations or through remote
resources as determined by the LICENSOR.
"Workaround" shall mean a temporary or alternative method that allows the Customer to continue using
the Product while avoiding the impact of a known error, defect, or system limitation. A Workaround may
involve procedural changes, configuration adjustments, or manual processes to mitigate the issue until a
permanent resolution is available. A Workaround does not constitute a final or permanent fix but serves
to maintain operational continuity while the LICENSOR investigates and, if applicable, develops a long-
term solution.
2. Support And Incident Management
2.1 Support Availability
Our Software Support Department provides 24/7/365 support for ProQA and LowCode software
via phone and emails for Severity 1 and Severity 2 categories as defined in this document. For afterhours
support for Severity 1 and Severity 2, customers should call 866-777-3911 (US and Canada) or 801-363-
9127 extension 2 (for international locations) and select "ProQA down" or "LowCode down."
Software Support for Al SkillLab and the AQUA product lines will be provided during business
hours or scheduled outside normal business hours for international customers. Our normal business hours
are Monday - Friday, 6:30 AM — 5:00 PM Mountain Time at 866-777-3911 (US and Canada) or 801-363-
9127 extension 2. (for international locations)
Support Type Availability
Standard Support Monday - Friday, 6:30 AM — 5:00 PM Mountain Time, excluding
U.S. holidays.
24/7/365 Support Available only for Severity 1 and Severity 2 incidents with
ProQA Software.
Contact Methods Phone (US and Canada): 866-777-3911
International Phone: +1 801-363-9127 extension 2
Email: sunnort(&,nrioritvdisnatch.net
2.2 Incident Response & Severity Levels
A response does not guarantee immediate resolution but confirms that, (i) the incident has been
received and categorized according to its severity level, (ii) a support representative has engaged with the
Revised 03.04.2025 Service Level Agreement
Customer to gather additional details if needed, and (iii) initial troubleshooting or diagnostic efforts have
commenced.
Severity Level
Severity 1
(Critical/Urgent)
Severity 2
(High/Major)
Severity 3
(Medium/Moderate)
Severity 4
(Low/Minor)
Initial Response Time Commitment
90% of incidents responded to within 2 hours; remainder within 4 hours.
90% of incidents responded to within 4 hours; remainder within 8 working
hours.
90% of incidents responded to within 8 business hours; remainder within
12 business hours.
90% of incidents responded to within 5 working days; remainder within 10
working days.
2.3 Estimated Resolution Times
The resolution timelines provided below pertain to any Resolution that may be, but are not
guaranteed to be, provided to Customer, and reflect estimates based on LICENSOR'S best commercial
efforts, and subject to variation based on the complexity of the issue(s), third -party dependencies, external
factors, and unforeseen circumstances. While we strive to meet the specified estimated repair or resolution
times, the following conditions may impact on the timelines:
1. External Factors: Issues caused by third -party services, network providers, or force majeure
events (e.g., natural disasters, cyberattacks) may extend resolution times.
2. Customer Cooperation: Timely resolution may depend on customer responsiveness, access to
necessary logs and information, or approval for required system changes.
3. Scheduled Maintenance & Updates: Certain fixes may require deployment during predefined
maintenance windows to ensure system stability.
4. Custom Configurations & Legacy Systems: Software modifications, integrations, or outdated
infrastructure may require additional investigation and development times
5. Regulatory & Compliance Approvals: In cases where compliance and security audits are
necessary, additional review time may be required.
For urgent matters or extended delays, alternative solutions such as workarounds or temporary patches
may be provided until a permanent fix can be provided.
Severity Level Estimated Resolution Times
Severity 1 (Critical/Urgent)
90% of incidents within 12 hours; remainder within 24
business hours.
Severity 2 (High/Major)
90% of incidents within 24 hours; remainder within 36
business hours.
Severity 3 (Medium/Moderate)
90% of incidents within 36 hours.
Severity 4 (Low/Minor)
90% of incidents within 48 hours.
Revised 03.04.2025 Service Level Agreement
2.4 Criteria for Escalation & Response Times
An incident may be escalated to LICENSOR's quality assurance and/or engineering team when it
requires advanced technical expertise beyond the scope of standard support troubleshooting.
An incident will be escalated to LICENSOR's quality assurance and/or engineering team if (i) the
incident cannot be resolved by Level 1 or Level 2 support through standard troubleshooting procedures,
(ii) the issue appears to be caused by a software defect, bug, or performance anomaly requiring code
review or patch development (iii) the incident involves severe performance degradation or unexpected
system behavior not attributed to configuration or environmental factors, (iv) the issue affects data
corruption, loss, or security vulnerabilities requiring immediate technical evaluation, (v) the same issue
has occurred multiple times despite prior resolutions, indicating a systemic or underlying software issue,
(vi) incidents involving failures in third -party system integrations, APIs, or external dependencies
requiring developer intervention, (vii) a workaround cannot be provided to restore functionality, and the
issue requires software modification or advanced diagnostics.
Severity Level
Severity 1
(Critical/Urgent)
Severity 2
(High/Major)
Severity 3
(Medium/Moderate)
Severity 4 (Low/Minor)
Escalation Commitment
90% escalated, if not resolved within 2 hours of reporting.
90% escalated, if not resolved within 4 hours of reporting.
90% escalated, if not resolved within 8 business hours of reporting.
90% escalated, if not resolved within 5 business days of reporting.
3. Customer Responsibilities
3.1 Error Reporting & Cooperation
The Customer shall promptly notify LICENSOR upon discovering any error or issues in the
Product. If requested by LICENSOR, the Customer agrees to provide any relevant information or access
necessary to assist in troubleshooting and corrective action.
3.2 System Access for Support
The Customer shall provide LICENSOR with access to the system via LICENSOR's help desk
software (GoToAssist) to enable secure remote diagnostics.
Secure remote access to server clusters and database access via an SQL client must be granted as
required for effective support.
3.3 Customer Maintenance Responsibilities
The Customer shall ensure that Site conditions comply with the Specifications, including
installation site preparation and maintenance guidelines.
The Customer is responsible for the maintenance and installation of any common carrier
equipment or communication services related to the System, where such services are not provided by
LICENSOR.
Revised 03.04.2025 Service Level Agreement
3.4 System Backups & Data Restoration
The Customer must perform regular system software backups as instructed by LICENSOR and in
accordance with published documentation.
The Customer is solely responsible for restoration of data in cases where backups were not
properly maintained.
3.5 Routine Maintenance & System Administration
The Customer is responsible for routine maintenance and administration of the System, including,
(i) performing operating checks in accordance with manufacturer guidelines, and (ii) conducting software
updates and upgrades as recommended by LICENSOR.
4. Exclusions & Limitations
LICENSOR is not responsible for: (i) issues caused by unauthorized modifications or misuse of the
Software, (ii) problems resulting from third -party software or hardware integrations not approved by
LICENSOR, (iii) incidents related to network failures, power outages, or environmental conditions outside
LICENSOR's control or (iv) data loss due to improper Customer backups.
4.1 Additional Exceptions to Maintenance and Support Services
LICENSOR's Maintenance and Support Services do not cover: (i) Operating Environment &
System Restoration, (ii) correction of defects related to the Designated Operating Environment, excluding
all aspects of the System itself, (iii) time required to rebuild the System due to the Customer's non-
compliance with agreed -upon backup procedures, as outlined in the System Administration Manual. Such
time will be chargeable and will not be counted as System Downtime for Availability calculations.
4.2 External Factors & Environmental Conditions
Issues caused by external factors beyond the system's operational or maintenance instructions,
including but not limited to : (i) telephone or network equipment failures, (ii) environmental conditions
such as humidity, temperature fluctuations, power failures, power surges, or air conditioning malfunctions
(iii) unsupported software & non -covered services (iv) impact assessments or installation of software not
supported or not part of the System (v) time spent on -site at the Customer's request for observation or non -
covered services, (vi) network infrastructure, (vii) any maintenance, troubleshooting, or performance issues
related to LAN (Local Area Network) and WAN (Wide Area Network) that are not directly related to the
System.
(remainder of page intentional left blank)
Revised 03.04.2025 Service Level Agreement
ACITY COUNCIL AGEND
Create New From This M&C
FoRTW'ORTII
REFERENCE **M&C 25- 04PRIORITY DISPATCH EMS
DATE: 5/20/2025 NO.: 0455 LOG NAME: SOFTWARE APPS &
CERTIFICATION TRAINING
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Amendment to the Agreement with Medical Priority
Consultants dba Priority Dispatch Corp. for ProQA Dispatch Software, Medical Transfer
Protocol Suite, Al SkillLab, Case Review Products and Emergency Medical Dispatch
Certification Training Course in an Amount Up to $160,886.10 for the First Year and
$177,840.00 Annually for Years Two through Four, for the Fire Department through the
Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an Amendment to the Agreement with
Medical Priority Consultants dba Priority Dispatch Corp. for ProQA Dispatch Software, Medical
Transfer Protocol Suite, Al SkillLab, Case Review products and Emergency Medical Dispatch
Certification Training Course to support the addition of MedStar, in an amount up to $160,886.10 for
the first year and $177,840.00 annually for years two through four for the Fire Department through the
Information Technology Solutions Department.
DISCUSSION:
Medical Priority Consultants dba Priority Dispatch Corp. (Priority Dispatch) Emergency Medical
Services (EMS) dispatch, triage and training protocol software system and services are currently used
by Metropolitan Area EMA Authority, d/b/a MedStar Mobile Healthcare (MedStar). This contract
amendment is necessary to support the July 1, 2025, transition of MedStar Emergency Medical
Services (EMS) to the Fire Department (FWFD).
MedStar previously held an agreement to receive goods and services from Priority Dispatch. This
agreement has since been reassigned to the City of Fort Worth. This Mayor & Council Communication
(M&C) is to request authorization to execute an Amendment to the Agreement with Priority Dispatch
for the goods and services described below, in an amount up to $160,886.10 for the first year and
$177,840.00 annually for years two through four.
Artificial Intelligence (AI) SkillLab is used for Emergency Medical Dispatchers (EMDs) maintain
regulatory compliance and train new hires. This tool is an innovative training tool designed for new 911
call takers to practice the call -taking process in a controlled, risk -free environment. Trainees interact
with an Al call taker to simulate real -world scenarios, create tickets, and practice providing pre -arrival
instructions. This allows them to build confidence and refine their skills without the pressure or
consequences of handling actual 911 calls from individuals experiencing life -threatening emergencies.
ProQA Dispatch software is integrated with the Computer Aided Dispatch (CAD) system and
supports the 911 call taking process to determine which resources are to be sent Police Department,
Advanced Life Support or Basic Life Support Ambulance, or FWFD and to triage requests as they
come in. It is also used to provide initial lifesaving steps for the caller while they await the arrival of the
responding units. This product is mission critical and if replaced, it would disrupt ambulance
operations.
Medical Transfer Protocol Suite (MTPS) is the interfacility transfer protocol that is used when
hospitals or other medical facilities call to request non -emergent transport of a patient. This protocol
allows us to identify calls that do not require an immediate response, thus preserving units for time
sensitive calls.
The Emergency Medical Dispatch (EMD) Certification Course is a critical training program
provided to all 911 call takers. This course equips trainees with the skills to effectively use the
emergency medical dispatch system, including ProQA, and master the precise language needed to
solicit essential information, provide lifesaving interventions, and identify safety -sensitive details that
protect first responders. The training, triage, and dispatch protocols adhere to a national standard
used by agencies to manage emergency systems.
Aqua and Q Plus Expert Case Review and Reporting Software integrate with ProQA to streamline
quality assurance (QA) through case reviews and report generation. These tools help identify areas for
improvement, provide tailored training recommendations, and support data analysis to maintain high
standards in emergency dispatch. These enhance the quality and accuracy of dispatch operations for
continuous improvement by offering feedback, mentoring, and policy development.
These services are vital for ensuring FWFD EMS provides fast, effective, and high -quality care to the
community. Timely, well -trained responses to medical emergencies save lives, reduce trauma, and
improve patient outcomes, significantly contributing to public health and safety. Furthermore, FWFD
EMS is dedicated to compliance with state and federal standards. These training and operational
services are essential for maintaining accreditation, reducing potential liabilities, and ensuring FWFD
EMS operates efficiently and effectively.
A Chapter 252 Exemption was reviewed and approved by the Law Department for Priority Dispatch for
exemption from the competitive bidding requirements as provided for under Section 252.022(4) of the
Texas Local Government Code.
DVIN: This project was approved for a waiver per the Chapter 252 exemption, as a sole source by the
Legal Department. Therefore, the business equity goal requirement is not applicable.
Upon adoption of the Fiscal Year 2025 operating budget for Emergency Medical Services, funding will
be available in the Emergency Medical Services Fund for the Fire Department.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution of the
renewal and expire one (1) year from that date.
RENEWAL OPTIONS: The agreement may be renewed for four (4) additional one-year periods. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation and adoption of the
Fiscal Year 2025 Budget for Emergency Medical Services by the City Council, funds will be available
in the current operating budget, as appropriated, in the Emergency Medical Services Fund. Prior to
an expenditure being incurred, the Fire Department has the responsibility to validate the availability of
funds.
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Dianna Giordano ()
Kevin Gunn (2015)
Additional Information Contact: Mark DeBoer (8598)
ATTACHMENTS
2025-04-22 Fort Worth TX Form 1295 Certificate 101355747 PDC - sianed.pdf (CFW Internal)
Waiver of Business Equity Goal -Priority Dispatch2025aprvd.pdf (CFW Internal)
2025-06-18 City of Fort Worth Vendor Services
Agreement
Final Audit Report 2025-06-20
Created: 2025-06-18
By: Rebecca Gallacher (rebecca.gallacher@prioritydispatch.net)
Status: Signed
Transaction ID: CBJCHBCAABAAmflrcPsQJM2kr2k9B3UnWvzzodBCckgf
"2025-06-18 City of Fort Worth Vendor Services Agreement" His
tory
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