HomeMy WebLinkAboutA020 - Resolution approving five-year agreement with Priority Dispatch for Emergency Medical Dispatch (EMD) servicesITEM #:23
DATE:10-13-26
DEPT:POLICE
SUBJECT:EMERGENCY MEDICAL DISPATCH (EMD) SERVICE FOR POLICE
COMMUNICATIONS CENTER
COUNCIL ACTION FORM
BACKGROUND:
The Police Department Communications Center provides Emergency Medical Dispatch (EMD)
services to the community. EMD is a critical public safety function that utilizes established
medical protocols to ensure the appropriate emergency resources are dispatched and to
provide life-saving pre-arrival instructions to callers and bystanders until first responders arrive
on scene.
To provide these services, dispatch personnel use the ProQA software platform developed by
Priority Dispatch. ProQA incorporates the internationally recognized protocols of the
International Academies of Emergency Dispatch (IAED) and guides dispatchers through a
structured series of questions and instructions tailored to the caller's emergency. This process
helps ensure a consistent, timely, and effective response to medical emergencies.
In addition to call-processing software, Priority Dispatch provides a Quality Performance
Review (QPR) program that evaluates EMD and Fire Dispatch calls for compliance with IAED
standards. The review process provides ongoing quality assurance, identifies training
opportunities, and helps ensure the Communications Center maintains a high level of service
consistent with internationally recognized best practices.
The Police Department has utilized the Priority Dispatch system and quality assurance
services since 2010. In 2021, the City entered into a five-year agreement for these services,
and that agreement is scheduled to expire. Staff wishes to continue using the service through
a new five-year agreement with Priority Dispatch.
Under the proposed agreement, the annual cost will remain fixed at $37,752 for each of
the next five years, resulting in a total contract value of $188,760. The FY 2026/27
budget includes funds to meet this first year obligation. The agreement includes a
provision allowing either party to terminate the contract, with or without cause, by providing 60
days written notice.
ALTERNATIVES:
1. Approve a five-year agreement with Priority Dispatch for Quality Performance Review
services at a fixed annual cost of $37,752.
2. Do not approve the proposed agreement with Priority Dispatch.
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CITY MANAGER'S RECOMMENDED ACTION:
ProQA provides the protocols for the City's Emergency Medical Dispatch. The service
has been used by the City for many years and staff is satisfied with the outcomes that
result from its use. A new five-year agreement has been prepared to continue the
service. Therefore, it is the recommendation of the City Manager that the City Council adopt
Alternative No. 1 as described above.
ATTACHMENT(S):
2026-09-03 Ames PD QPR Agreement - Draft.docx
Ames PD QPlus Extention 9-9-2026.pdf
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QPR Agreement (rev. 08/24) Page 1
QUALITY PERFORMANCE REVIEW SERVICE AGREEMENT
This QUALITY PERFORMANCE REVIEW SERVICE AGREEMENT (the “Agreement”) is made on
September 3, 2026 (“Effective Date”) by and between Medical Priority Consultants, Inc. dba Priority Dispatch
Corp. (“PDC”) and Ames Police Department (the “Customer”). PDC and Customer are collectively referred to
herein as the “Parties” or individually as a “Party.”
BACKGROUND
A. PDC is in the business of developing, licensing, distributing, and maintaining its propriety emergency
dispatch licensed products throughout the world, and offers quality assurance and review services to users of the
Priority Dispatch System® (PDS).
B. Customer is a current licensed user of the Medical Priority Dispatch System and wishes to continue using
PDC for the purpose of performing quality performance review (the “Services”) on its emergency dispatch calls.
The services shall be provided by PDC’s Quality Performance Review (“QPR”) Department and personnel.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:
1. The Quality Performance Review (“QPR”) Process
a. Dedicated QPR Workstation.
i. Customer will allow PDC to have remote access using PDC’s preferred remote access tool,
SecureLink®, to a dedicated physical or virtual workstation per dispatch discipline (i.e., Medical, Fire,
or Police) in increments of fifty (50) cases per week configured with AQUA®, ProQA® Admin Utility,
PDF Reader and the respective audio logger.
ii. Computer Aided Dispatch (CAD), Record Management System (RMS), Jail Management System
(JMS), and National Crime Information Center (NCIC) Terminal Access should not be accessible on
this workstation.
iii. As part of the QPR process, PDC will audit calls using Customer’s software from this/these assigned
workstation(s). Additional AQUA® Software License(s) will be provided by PDC for the Quality
Performance Review Department’s access for the duration of the project or term of this Agreement.
iv. The dedicated workstation(s) will be installed and configured with AQUA®, ProQA® Admin Utility,
XLerator® server access and the respective audio logger player.
v. As appropriate, CAD, RMS, JMS, and NCIC Terminal Access should not be accessible on the QPR
workstation.
vi. The above may be modified by mutual consent of the Customer and PDC.
2. Quality Performance Review (“QPR”) Services
a. Pre-QPR Preparation. The initial Planning Meeting is an overview of system and processes for QPR
personnel. This meeting covers the deliverables, ensures the QPR Department has the correct setup to access cases
or calls and to obtain a copy of the agencies policies and procedures, and ensures Customer understands the
deliverables of the product and Services being provided.
b. Case Review. Quality Assurance review will be performed by dedicated QPR personnel in accordance
with the International Academies of Emergency Dispatch (“IAED”) performance standards.
c. The above may be modified by mutual consent of the Customer and PDC.
d. Customer’s ED-Q
i. The Customer must identify an individual to receive and distribute case review feedback, as provided
by the QPR personnel, to the Customer’s staff. This individual must be certified by the IAED as an
ED-Q or will be certified within one year from the start of the services.
ii. Customer’s contact person (the “ED-Q”) will work directly with PDC’s QPR personnel. As necessary,
the Customer’s ED-Q will provide any Quality Improvement feedback and training to Customer’s
dispatchers. For example, the Customer’s ED-Q will work with dispatchers or call takers to help them
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QPR Agreement (rev. 08/24) Page 2
understand structured protocol utilization and address protocol compliance and performance
improvement requirements to become more effective dispatchers.
iii. In order to ensure the integrity of the QPR Service, when the ED-Q provides feedback to the
dispatcher s/he should not provide education that is contrary to IAED standards and PDC’s assessment
of those standards in the relevant call(s) in front of the dispatcher.
e. Updates. Customer agrees that during the term of this Agreement, including any extension(s), it will be
using (i) the most current version of the protocols as developed by the IAED, and (ii) the most up-to-date version
of software, including ProQA® and AQUA®. This practice of using updated protocols and software is a material
component of this Agreement and a necessary prerequisite for accurate case review by QPR personnel. In the
event Customer is using expired or outdated versions of protocols or software, the QPR Service will be paused
until those updates are implemented by Customer, and any case reviews that may be missed during the pause of
Services will be forfeited by Customer.
f. Technical Issue. If the QPR Department is unable to complete case reviews or associated reporting due to
a Customer-related technical issue, and not by anything caused by PDC, PDC will only be responsible for a
reasonable time of case review volume from the date the problem or issues is identified. Once all technical issues
have been resolved by Customer, PDC will endeavor but cannot guarantee to review cases missed during the
downtime or outage, but will not include case reviews older than the two most recent weeks following resolution
of the technical issues.
3. Pricing. Pricing for the Services are set forth in PDC’s Quote # 88105, incorporated here to as Exhibit A.
4. Term. This Agreement shall remain in effect for five (5)years, and shall be renewed automatically for
subsequent terms of one year, unless terminated as set forth below.
5. Termination.
a. Termination for Cause. Either Party may terminate this Agreement if the other Party commits any material
breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days of written
notice of the breach.
b. Voluntary Termination. Either Party may terminate this Agreement, with or without cause, at any time by
giving 60 days advance written notice to the other Party.
c. Mutual Termination. This Agreement may be terminated by the mutual consent of each Party.
d. Failure to use PDS Discipline(s). This Agreement shall terminate immediately if the Customer no longer
uses the applicable disciplines of the PDS, i.e., Medical, Fire, or Police.
e. Effect of termination. Customer shall pay to PDC any earned but unpaid fees no later than 14 days
following termination of this Agreement under this Section.
f. Change in Appropriation. Should appropriation or funding for PDC’s product and/or services be
withdrawn, reduced, or substantially modified, the Customer has the right to terminate the Agreement immediately
upon written notice to Contractor with full payment of any outstanding invoices within 30 days of such notice.
6. Relationship of the Parties. The Parties shall act as independent contractors in the performance of this
Agreement. The employees of one Party shall not be deemed the employees of the other Party.
7. Further Assurances. Each Party shall do all acts and execute and deliver all documents as may be
necessary to give effect and intent of the provisions in this Agreement.
8. Confidentiality. The Parties shall comply with all applicable government confidentiality regulations and
restrictions. A Party may not publicly release any personally identifying or health information, unless authorized
by applicable law. A Party may not share or further distribute the AQUA® data, case review information, or other
information shared or discovered hereunder, without the express written permission of the other Party, unless
required to release such information pursuant to applicable law, subpoena or court order. Customer shall give
notice to PDC of any records request or subpoena that seeks PDC’s intellectual property or information within 48
hours of receiving such request or subpoena.
9. Rights in the Calls and Associated Data. Notwithstanding anything to the contrary contained herein,
PDC may use the calls, and data associated with the calls, for publications, research, statistical purposes, and
training as long as all personally identifying or health information is removed.
10. Intellectual Property. Each Party acknowledges and understands that the copyrights, patents, trade
secrets, trademarks, and other intellectual property, including derivatives and rights thereof, belonging to a Party
are and shall remain the sole and exclusive property of that Party. This section shall survive termination or
expiration of the Agreement.
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QPR Agreement (rev. 08/24) Page 3
11. Artificial Intelligence (AI) Technology. Customer is absolutely prohibited from using, or allowing any
vendor, supplier, contractor, agent, or employee of Customer to use for itself or in Customer’s behalf, any
technology which purpose is to apply any kind of artificial intelligence analysis to Licensed Products,
Confidential Information, or any intellectual property of PDC or the IAED.
a. No Input of PDC or IAED IP into Artificial Intelligence Systems. Client shall not, by itself
or on its behalf, under any circumstances upload, submit, enter, store, transmit, process, or
otherwise expose any IP belonging to PDC or IAED whether in whole, in part, in summary,
or in derivative form to any artificial intelligence, machine learning, large language model,
neural network, generative AI tool, data-training system, automated decisioning system, or
any other algorithmic or computational model (“AI Systems”), whether publicly available,
commercially licensed, or proprietary.
b. No Use of AI Systems to Generate Deliverables Containing or Based on PDC or IAED IP.
Client shall not use any AI System to generate, analyze, transform, or assist in producing
any output, work product, or deliverable that contains, is derived from, references, or could
reasonably reveal any IP belonging to PDC or IAED, unless expressly authorized in
advance and in writing by PDC.
c. Prohibition on Training and Model Improvement. Client shall ensure that no AI System is
trained, fine-tuned, or otherwise improved using any PDC or IAED IP. Client shall not
grant any AI System provider any rights (including implied, click -through, or default
rights) to use PDC or IAED IP for model training, evaluation, or enhancement.
d. If the Client becomes aware that PDC or IAED's confidential information, intellectual
property, or licensed products have been used with AI technology without PDC's
authorization, the Client must promptly notify PDC in writing and disclose the AI
technology and vendor involved. PDC may prohibit further AI use under the agreement or
terminate the agreement immediately without liability beyond payment for services already
rendered.
12. Limit of Liability. IT IS UNDERSTOOD AND AGREED BY CUSTOMER THAT PDC DOES NOT
GUARANTEE OR INDEMNIFY, NOR SHALL PDC BE RESPONSIBLE FOR ANY LIABILITY, DAMAGES,
OR EXPENSES SUFFERRED OR INCURRED BY CUSTOMER ARISING UNDER THIS AGREEMENT.
CONSEQUENTLY, PDC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITS
SERVICES HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
13. Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either
Party from any obligations set forth in this Agreement which the Parties have expressly agreed shall survive any
such termination or expiration, or by their nature would be intended to be applicable following any such
termination or expiration.
14. Compliance with Laws. In performing services or obligations hereunder, the Parties shall comply with
applicable local statues, ordinances, and regulations.
15. Notices. Any notice or demand required or permitted hereunder shall be sufficiently given when set forth
in writing and delivered in person, by mail, facsimile, or email:
To PDC: To Customer:
Priority Dispatch Corp. Ames Police Department
Attn: Legal Department Attn: Aaron DeLashmutt
110 South Regent Street, Suite 500 515 Clark Ave.
Salt Lake City, Utah 84111 Ames, IA 50010-6122
Email: LegalDepartment@prioritydispatch.net Email: aaron.delashmutt@cityofames.org
16. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement, and either party may enter into this Agreement by executing
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QPR Agreement (rev. 08/24) Page 4
a counterpart.
17. Severability. If any portion of this Agreement is determined to be invalid or unenforceable, such portion
shall be adjusted, rather than voided, to achieve the intent of the Parties to the extent possible, and the remainder
shall be enforced to the maximum extent possible.
18. Law. This Agreement shall be deemed to have been made in the State of Utah and the validity of this
Agreement, its construction, interpretation and enforcement, and the rights of the parties hereunder. The Parties
agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated in the
State and Federal courts located in Salt Lake County, State of Utah. Each Party hereby agrees to submit to the
personal jurisdiction of these courts, and Customer waives and right it may have to assert the doctrine of forum
non conveniens or to object to such venue and hereby consents to any court-order relief.
[signature page follows]
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QPR Agreement (rev. 08/24) Page 5
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.
PRIORITY DISPATCH CORP. CUSTOMER: AMES POLICE DEPARTMENT
Signature Signature
Name: J. Simón Cantarero Name: Click or tap here to enter text.
Title: General Counsel & Corporate Secretary Title: Click or tap here to enter text.
[remainder of page intentionally left blank
copy of Quote follows]
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QPR Agreement (rev. 08/24) Page 6
Exhibit A
Quote # 88105
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Quote Priority Dispatch Corp.
110 Regent Street, Suite 500 Agency:Ames Police Department
Salt Lake City, UT 84111 Agency ID #:8606
USA Quote #:Q-88105
www.prioritydispatch.net Date:9/9/2026
Prepared By: Dixon Brown Offer Valid Through:1/1/2027
Phone: (800) 363-9127
Direct:
Payment Terms:Net 30
Email: dixon.brown@prioritydispatch.net Currency:U.S. Dollar
Bill To:Ship To:
Ames Police Department Ames Police Department
515 Clark Ave ATTN; Amber Paul
515 Clark Ave
Ames, Iowa 50010-6122 Ames, Iowa 50010-6122
United States United States
Year 1 QPR Services 10/15/2026 - 10/14/2027
Product Discipline Qty Amount
Q Plus for EMD (12 Months)
Quality Performance Review - EMD
Expert case review and reporting for 121 cases per month for 1 year.
Subscription auto-renews without written cancellation
Medical 1,452.00 USD 37,752.00
Year 1 QPR Services 10/15/2026 - 10/14/2027 TOTAL:USD 37,752.00
Year 2 QPR Services 10/15/2027 - 10/14/2028
Product Discipline Qty Amount
Q Plus for EMD (12 Months)
Quality Performance Review - EMD
Expert case review and reporting for 121 cases per month for 1 year.
Subscription auto-renews without written cancellation
Medical 1,452.00 USD 37,752.00
Year 2 QPR Services 10/15/2027 - 10/14/2028 TOTAL:USD 37,752.00
Year 3 QPR Services 10/15/2028 - 10/14/2029
Product Discipline Qty Amount
Q Plus for EMD (12 Months)
Quality Performance Review - EMD
Expert case review and reporting for 121 cases per month for 1 year.
Subscription auto-renews without written cancellation
Medical 1,452.00 USD 37,752.00
Year 3 QPR Services 10/15/2028 - 10/14/2029 TOTAL:USD 37,752.00
Year 4 QPR Services 10/15/2029 - 10/14/2030
Product Discipline Qty Amount
Q Plus for EMD (12 Months)
Quality Performance Review - EMD
Expert case review and reporting for 121 cases per month for 1 year.
Subscription auto-renews without written cancellation
Medical 1,452.00 USD 37,752.00
Year 4 QPR Services 10/15/2029 - 10/14/2030 TOTAL:USD 37,752.00
"To lead the creation of meaningful change in public safety and health."
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Quote Priority Dispatch Corp.
Year 5 QPR Services 10/15/2030 - 10/14/2031
Product Discipline Qty Amount
Q Plus for EMD (12 Months)
Quality Performance Review - EMD
Expert case review and reporting for 121 cases per month for 1 year.
Subscription auto-renews without written cancellation
Medical 1,452.00 USD 37,752.00
Year 5 QPR Services 10/15/2030 - 10/14/2031 TOTAL:USD 37,752.00
Subtotal USD 37,752.00
Total USD 37,752.00
Customer Signature: Date:
Customer Name: Purchase Order ID:
Expiration Date:
Terms and Conditions
This quote is valid for 120 days from date of issue. All prices quoted are exclusive of any applicable taxes, duties, or government
assessments relating to this transaction, which are the sole obligation of Buyer. You can find it here: https://prioritydispatch.net/
licensing/
"To lead the creation of meaningful change in public safety and health."
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