HomeMy WebLinkAboutRQI Partners 2021-10-05 Subsequent ContractRQI Program Master Services Agreement – Rev 12/7/19
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RESUSCITATION QUALITY IMPROVEMENT PROGRAM
MASTER SERVICES AGREEMENT
This Resuscitation Quality Improvement (“RQI”) Master Services Agreement ("Agreement") is entered into and effective
as of 10\5\2021 by and between RQI Partners, LLC (“RQIP”), a Delaware Limited Liability Company with its principal
place of business at 7272 Greenville Ave., Suite P2020, Dallas, Texas, 75231 and Ukiah Valley Fire Authority, having its
principal place of business at 1500 South Street Ukiah, California s 95482-6709. ("Customer"). RQIP is a partnership
between the American Heart Association and Laerdal Medical, specifically established to sell, service and support their
Resuscitation Quality Improvement Program for customers on their behalf.
1. Definitions.
“Program” or “RQI” means the Program portfolio as described in Section 2 and the subject of this Agreement.
“HeartCode” means the branded program, or its successors, which forms a part of the RQI Portfolio and delivers a
program eLearning activity to enable learners to achieve a traditional AHA course completion ecard.
“System Implementation” or “Implementation” means the satisfactory installation of any equipment to be provided
as a part of the service, and proof that the system is operational evidenced by implementation of systems for ten
users.
"Order Form" means the ordering document representing purchase of any Services agreed to between the parties
signed under this Agreement. The term “Order Form” also includes any subsequent document intended by the
Parties to effect a change to the Service, such as a Change Request Form or Order Modification Form.
"Service" means all services ordered by the Customer to be included in RQI Order Forms that are subject of this
Agreement.
"Users" means Customer's employees, consultants, contractors, clients or agents who are authorized to use the
Service and have been supplied user identifications and passwords by Customer, or by RQIP at Customer's request.
2. Program Description – Resuscitation Quality Improvement (RQI).
The RQI portfolio of Programs is a system developed jointly by the American Heart Association and Laerdal Medical
AS to assist in the continuous improvement of resuscitation skills provided by healthcare workers. RQI Partners, LLC,
is a joint venture of the American Heart Association and Laerdal Medical Corporation established to sell, service and
support the RQI Program.
The Program utilizes a variety of learning tools to assist in competence development through frequent, small
quantities of learning activities, including performance feedback and measurement. The Program implemented at
Customer site includes some or all the following as specified in an Order Form:
Skills learning activities for the practice of resuscitation skills using special simulation learning stations deployed
at all locations;
Simulation Stations that include all necessary equipment to ensure completion of skills learning activities;
Simulations & Feedback By Telephone to allow emergency call takers to improve competence in guiding
bystanders through critical resuscitation skills;
Knowledge and decision-making e-learning activities and may include interactive web-based and video
content;
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HeartCode Program an e-learning system which provides an alternative method of delivery of traditional AHA
healthcare provider and course completion ecard;
Learning management system to ensure the suitable management of learning activities within, reporting and
administration of the Program;
Debriefing of Case Performance to provide guidance on system improvement;
Rolling electronic eCredential maintenance system that maintains the electronic credential for Verified
Competence, compliance documents for the Customer, and the validity periods;
Get With The Guidelines -Resuscitation system for collection of data and measurement of system improvement.
Customers electing to engage in the Get With The Guidelines (GWTG) system on an Order Form under this
Agreement, must also have completed an American Heart Association Get With The Guidelines Unified
Participation Agreement to be eligible in that activity.
3. Service.
3.1. Provision of Service. Customer agrees that the purchase of User subscriptions for Service is not contingent
upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public
comments made by RQIP with respect to future functionality or features.
3.2. Additional Users. User subscriptions for the Service are for named Users and cannot be shared or used by
more than one User but, except for HeartCode licenses, may be reassigned by Customer to new Users replacing
former Users who have separated from employment, changed job status or function, or otherwise no longer
require ongoing use of the Service. HeartCode licenses are considered consumed at User commencement in
the Program and may not be assigned. Customer acknowledges that RQIP may conduct usage audits and
invoice Customer, and Customer agrees to pay, for any usage above the number of subscriptions specified in
Customer’s Order Forms, and also adjust future billing rates to the new subscription level indicated by
Customer’s actual usage. Unless otherwise specified in the relevant Order Form:
(a) the term of the additional User subscriptions shall be coterminous with the expiration of the then
current subscription term; and
(b) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions,
prorated for the remainder of the then current subscription term.
3.3. Administrative Users. Each subscription will include a number of User accounts that include limited system
administration features, the number of which shall be agreed from time to time between the parties.
3.4. Authorized Support Contacts. Customer will designate one or more Administrative Users who are authorized
to invoke technical support and permit technical support technicians to access and make changes to
Customer’s Services.
4. Use of the Service.
The Service included in the Fees stated on the Order Form may include:
4.1. Simulation Learning Stations- all equipment for skills simulation activities as provided on the Order Form (not
including the use of any consumables required to operate the equipment). Except in the case of an out of box
failure or product defect, Customer is responsible for replacing manikin faces and lungs, wipes, adult and infant
bag, adult and infant clothing. Customer acknowledges that in receiving the Service it does not take title or
ownership to any of the equipment provided for the Services under this Agreement.
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4.2. System Implementation – services to ensure that equipment installed at the Customer’s site is operational and
that site administrators have been orientated to enable them to manage and operate the provided systems. An
Implementation Fee shall be included on the Order Form to cover such establishment charges.
4.3. Equipment Support – services to ensure that the provided equipment for the Service remains operational and
functional. In the case of failure of equipment RQIP will, as far as commercially reasonable, undertake to repair
or replace at its own discretion and expense within five working days of the reported failure.
4.4. Customer Support - standard telephone and online support to Customer’s Authorized Support Contacts during
normal RQIP Support Hours (generally Monday-Friday, 8 a.m. to 8 p.m. and Saturday 10 a.m. to 6 p.m. Eastern
time, except holidays), which are subject to change.
4.5. Software and Data Handling - use of commercially reasonable efforts to make the Service available 24 hours a
day, 7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond
RQIP’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, acts of terror,
strikes or other labor problems (other than those involving RQIP employees), computer, telecommunications,
internet service provider or hosting facility failures or delays involving hardware, software or power systems
not within RQIP possession or reasonable control, and network intrusions or denial of service attacks.
5. Customer Responsibilities.
5.1. Customer is responsible for all activities that occur under Customer's User accounts. Customer shall:
(a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness
of all Customer Data; (b) use commercially reasonable efforts to preserve and care for the Simulation
Learning Stations and prevent unauthorized access to, or use of, the Service, and notify RQIP
promptly of any unauthorized use; (c) comply with all applicable local, state, federal, and foreign laws
in using the Service and not use the Service in a manner that would violate any federal or state laws
of the United States.
5.2. Distribution to Final Facilities-The customer may elect to receive the initial delivery of the equipment
at a central point and then arrange, solely at its own cost, the onward dispatch to their final facility
destination, providing that all information required by RQIP regarding final destinations. Once at the
final facility destinations Clause 5.1 above, shall apply. Customer should take all commercially
reasonable steps, and be fully responsible and accountable for, for ensuring all equipment arrives at
the final facility destinations and is not lost, damaged, or compromised from use during
transportation. Customer will reimburse RQIP for all loss, damage or repair that occurs from arrival at
central receiving point until safe arrival and installation at the final destination facilities.
5.3.
6. Fees & Payment.
6.1. Fees. Customer shall pay all fees specified in all executed Order Forms. Except as otherwise stated on an Order
Form, all fees are quoted and paid in United States dollars. In the case of the Service, and except for
Implementation Fees and other services as stated on an Order Form:
(a) fees are based on the number of User subscriptions purchased on the relevant Order Form, not the
extent of actual usage;
(b) fees are non-refundable; and
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(c) the number of User subscriptions purchased cannot be decreased during the relevant subscription term
stated on the Order Form.
6.2. Customer Invoicing & Payment. Customer shall provide complete and accurate billing and contact
information to RQIP and notify RQIP of any change to such information. Fees for the Service will be invoiced in
advance in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the
Order Form, charges are due net thirty (30) days from the invoice date. Any payment not received from
Customer by the due date may accrue (except with respect to charges then under reasonable and good faith
dispute), at RQIP's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the
maximum rate permitted by law, whichever is lower, from the date the payment was due until the date paid.
6.3. System Implementation and Subscription Fees. Upon completion of equipment delivery and System
Implementation as defined in Section 1 of this Agreement RQIP will initiate immediate billing for the
Implementation Fees. Unless otherwise provided on the Order Form, the fees for the subscription, and
associated billing, on the Service shall commence on the initiation of the first subscription being activated.
6.4. Taxes. Unless otherwise stated, RQIP's fees do not include any local, state, federal or foreign taxes, levies or
duties of any nature ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on
RQIP's income. If RQIP has the legal obligation to pay or collect Taxes for which Customer is responsible under
this section, the appropriate amount shall be invoiced to and paid by Customer unless the Customer qualifies
for exemption of some or all of the Taxes and Customer provides RQIP with a valid tax exemption certificate
authorized by each appropriate taxing authority.
6.5. Suspension of Service. If Customer's account is thirty (30) days or more overdue (except with respect to
charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, RQIP
reserves the right to suspend the Service provided to Customer, without liability to Customer, until the overdue
amounts are paid in full.
7. Proprietary Rights.
7.1. Reservation of Rights. Customer acknowledges that in providing the Service, RQIP utilizes (a) trademarks and
service marks; (b) certain audio and visual information, documents, software and other works of authorship;
and (c) other technology, software, hardware, products, know-how and other trade secrets, designs, inventions
and other tangible or intangible technical material and other intellectual property licensed to RQIP (collectively,
"RQIP Licensed IP") and that the RQIP Licensed IP is covered by intellectual property rights licensed to
Customer under this Agreement (collectively, "RQIP IP Rights"). Other than as expressly stated in this
Agreement, no license or other rights in or to the RQIP Licensed IP or RQIP IP Rights are granted to Customer,
and all licenses and rights are expressly reserved.
7.2. License Grant. To the extent Customer orders Services under this Agreement, RQIP grants Customer and its
Users a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Service in
accordance with the terms of this Agreement.
7.3. Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Service or RQIP
Licensed IP; (b) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part
of the Service, other than on Customer's own intranets; (c) disassemble, reverse engineer, or decompile the
Service or RQIP Licensed IP, or access it in order to (i) build a competitive product or service; (ii) build a product
or service using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features,
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functions or graphics of the Service; or (d) permit any use, removal or changes to any branding marks or logos
on any components of the Service.
8. Customer Data.
8.1. General. As between RQIP and Customer, all data obtained by RQIP from Customer through the provision of
the Service, including all data results compiled by RQIP in providing the Service (“Customer Data”) is owned
exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of
this Agreement. Customer grants RQIP, the American Heart Association and Laerdal Medical, an unrestricted,
royalty-free, irrevocable license to maintain and distribute aggregated compilations of Customer Data
(“Aggregated Data”) and to use such Aggregated Data for future studies and reports; provided, that the
Aggregated Data will not reveal any personal information or the identity of Customer or any information in
violation of FERPA (as defined below).
8.2. Learning Service Data. RQIP may access Customer's User accounts, including Customer Data, solely to respond
to service or technical problems or at Customer's request. Customer agrees that RQIP may distribute certain
Customer Data to support service, licensing and accreditation organizations for the benefit of Users. RQIP will
release the minimum data required to adequately credit Users for educational activities completed.
9. Confidentiality.
9.1. Definition of Confidential Information. As used in this Agreement, "Confidential Information" means all
confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving
Party"), whether orally or in writing, that is designated as confidential at the time of disclosure or that
reasonably should be understood to be confidential given the nature of the information and the circumstances
of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected
in all Order Forms under this Agreement).Confidential Information expressly includes all proprietary
information and details that are generally considered “trade secrets” in the medical education and quality
improvement services, medical and health-related technology and resuscitation technology industries.
Confidential Information (except for Customer Data) shall not include any information that: (a) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation
owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the
Disclosing Party.
9.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written
permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party
in the same manner that it protects the confidentiality of its own proprietary and confidential information of
like kind. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party,
it shall provide the Disclosing Party with prior notice of the compelled disclosure (to the extent legally
permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
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9.3. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information
of the Disclosing Party in breach of this Section 9, the Disclosing Party shall have the right, in addition to any
other remedies, to seek injunctive relief, restraining order or other equitable relief to prevent breaches of this
Section 9, it being specifically acknowledged by the parties that a violation of any of the terms of this Section 9
will cause the Disclosing Party irreparable injury for which adequate remedy at law is not available.
10. Warranties.
10.1. General. Each party represents and warrants that it has the legal power to enter into this Agreement.
RQIP represents and warrants that (i) it will provide the Service in a manner consistent with general industry
standards reasonably applicable to the provision of the Service; (ii) it owns or otherwise has sufficient rights to
the Service and the RQIP Licensed IP to grant the rights and licenses granted in this Agreement; and (iii) the
Service, RQIP Licensed IP and RQIP Licensed Rights do not infringe any intellectual property rights of any third
party.
10.2. Non-Exclusion. RQIP represents and warrants that RQIP, its officers, directors, and employees (i) are not
currently excluded, debarred, or otherwise ineligible to participate in the federal healthcare programs as
defined in 42 U.S.C. §1320a-7b(f) (the “federal healthcare programs”), (ii) have not been convicted of a criminal
offense related to the provision of healthcare items or services and have not been excluded, debarred, or
otherwise declared ineligible to participate in the federal healthcare programs, and (iii) are not, to the best of
its knowledge, under investigation or otherwise aware of any circumstances which may result in RQIP being
excluded from participation in the federal healthcare programs. This shall be an ongoing representation and
warranty and RQIP shall immediately notify Customer of any change in the status of the representations and
warranty set forth in this section. Any breach of this section shall give Customer the right to terminate this
Agreement immediately for cause.
10.3. FERPA. RQIP represents and warrants that it will not disclose any information in violation of the Family
Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act
Regulations (34 CFR Part 99), as amended or otherwise modified from time to time, and that Education
Records, as defined by FERPA, shall remain in the ownership of Customer.
10.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RQIP MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RQIP SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Mutual Indemnification.
RQIP shall defend, indemnify, save, and hold harmless Customer its trustees, officers, employees and agents from and
against any and all judgments, damages, costs and expenses, including reasonable attorney's fees, paid or incurred by
Customer to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of RQIP.
Customer shall defend, indemnify, save, and hold harmless RQIP its officers, employees and agents from and against
any and all judgments, damages, costs and expenses, including reasonable attorney's fees, paid or incurred by RQIP
to the extent arising out of any claim, action or proceeding for the negligent acts or omissions of Customer.
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12. Limitation of Liability.
12.1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 6 (PAYMENT OF FEES), 7.3
(RESTRICTIONS), 9 (CONFIDENTIALITY), and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $50,000 OR THE AMOUNTS ACTUALLY PAID BY
AND DUE FROM CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE.
12.2. Exclusion of Consequential and Related Damages. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 9
(CONFIDENTIALITY) and 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER
CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.
12.3. Limitation of Action. Except for actions for non-payment or breach of either party's intellectual
property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party
more than two (2) years after the cause of action has accrued.
13. Term & Termination.
13.1. Term of Agreement. The Initial Term of this Agreement begins on the Effective Date and continues for (
24 ) months from the Date of the commencement of the first subscription.
13.2. Term of User Subscriptions. User subscriptions for Services commence on the start date of the first
subscription commences and continues for the subscription term specified in the Order Form. The parties may
agree to extend the Term of this Agreement, providing that the extension is approved in writing by both parties
on an Order Form and states the conclusion date of the extended term and the price for the respective
subscriptions and services.
13.3. Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty (30) days
written notice of a material breach to the other party if the breach remains uncured at the expiration of the cure
period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for
cause by Customer, RQIP shall refund Customer any prepaid fees for the Service for the remainder of the User
subscription term after the date of termination. Termination shall not relieve Customer of the obligation to pay
any fees accrued or payable to RQIP prior to the effective date of termination.
13.4. Effect of Termination.
(a) No Release. The expiration or termination of this Agreement, for any reason, shall not release either
Party from any obligation or liability to the other party under this Agreement that has already accrued,
including any payment obligation, or that accrues between notice of termination and the effective date
of termination. Following the termination of this Agreement, RQIP will invoice the Customer for any
outstanding fees and expenses due and owing under this Agreement, and the Customer shall pay all
such amounts to RQIP in accordance with the payment terms set forth in Section 6.
(b) Return of Materials. Upon termination of this Agreement, Customer shall:
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(i) in accordance with instructions given by either RQIP or its Service Provider, use reasonable care to
remove any RQIP Equipment located at the Customer's premises, package all items, and insure and
safely return such equipment to the address specified at the expense of the customer;
(ii) provide reasonable cooperation and assistance to and appropriate access by RQIP or its Service
Provider for deactivating the Services; and, if applicable, removing equipment; and
(iii) if termination was by RQIP for cause or for convenience by Customer, pay all reasonable fees and
expenses related to the deactivation, removal, packaging, shipping and delivery of, and any tangible
items related to, the Services, including travel costs if work at Customer’s location(s) is required.
13.5. Surviving Provisions. The following provisions shall survive any termination or expiration of this
Agreement: Sections 5 through 9, 11, 12, and 16 and paragraph 13.4.
14. General Terms for Order Forms
14.1. Governance Of Order Forms - An Order Form and the use of the Service(s) ordered shall be governed in all cases
by this Master Services Agreement between RQIP and Customer. An Order Form shall state the date of the
Agreement, any services or changes to be covered by the Order Form, pricing for any services to be provided
under the Order Form, and any special conditions. Any additional terms and conditions specific to the Service(s)
shall not be effective until the Order Form is signed by authorized representatives of both parties. If an Order
Form is to be agreed between the parties at the time of signing this Agreement, it shall be included as Exhibit A
and shall be considered authorized by the signing of this Agreement.
14.2. Subscriptions On Order Forms - The number of active users in the Program subscriptions may be assessed on
the first day of each calendar quarter, and additional users beyond the quantity in the Master Services
Agreement (MSA) and/or any Order Form(s) shall be added to such MSA and Order Form(s) and subject to billing
at the point assessed. The Order is intended by both parties to run for the full term for each Service in the Order
Details, and the parties acknowledge by signing the Order Form that they are aware of the current expiration
date of the Agreement and the provisions for renewal and termination.
15. General Provisions.
15.1. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the parties.
15.2. Notices. All notices under this Agreement shall be in writing and given to the party’s address first written above,
and shall be deemed to have been given, unless returned due to delivery problems, upon the earliest of: (a)
personal delivery; (b) written confirmation of receipt by the other party; (c) the second business day after
mailing; (d) the second business day after sending by confirmed facsimile; or (e) the second business day after
sending by email.
15.3. Publicity. Neither party may issue press releases relating to this Agreement without the other party's prior
written consent. Either party may include the name and logo of the other party in lists of customers or vendors
in accordance with the other party's standard guidelines.
15.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies
provided in the Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in
equity.
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15.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
16. Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation
of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing,
either party may assign this Agreement together with all rights and obligations under this Agreement, without
consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets . Any attempt by a party to assign its rights or obligations under this Agreement in
breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to
the benefit of the parties, their respective successors and permitted assigns.
17. Governing Law and Venue. This Agreement shall be governed exclusively by the internal laws of the State of New
York, without regard to its conflicts of laws rules. The state and federal courts located in the Borough of Manhattan,
New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
Each party consents to the exclusive jurisdiction of these courts. Each party also waives any right to jury trial in
connection with any action or litigation in any way arising out of or related to this Agreement.
18. Entire Agreement. This Agreement, including all exhibits and addenda and all Order Forms signed under this
Agreement, constitutes the entire agreement between the parties, and supersedes all prior agreements, proposals
or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and signed by the parties. In the event of any conflict
between the provisions in this Agreement and any exhibit or addendum, or Order Form, the terms of the exhibit,
addendum or Order Form shall prevail to the extent of any inconsistency. Notwithstanding any language to the
contrary within it, no terms or conditions stated in a Customer purchase order or in any other Customer order
documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such
terms or conditions shall be null and void.
19. Counterparts. This Agreement may be executed in counterparts, either in physical or digital form, which, taken
together, shall form one legal instrument.
AGREED
RQI Partners, LLC CITY OF UKIAH
By: ______ By: ______
Print Name: Print Name: Sage Sangiacomo
Title: Title: City Manager
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Vice President of Enterprise Solutions
Scott Arnold
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Date: Date:
Exhibit A
Note: Customer participation in the Get With The Guidelines – Resuscitation is contingent upon signing the
American Heart Association’s Unified Participation Agreement for that Program.
1. Pricing Tier and discount based on Ukiah Valley Fire Authority :
RQI-P Go Subscription of
50 RQI Healthcare Provider BLS
25 RQI Healthcare Provider ALS
25 RQI Healthcare Provider PALS
102 Heartcode BLS Complete Licenses
$48.60
Heartcode BLS Complete licenses purchased
after the initial 102 would be at $48.60 per
license
RQI Healthcare Provider purchased after
initial 50 would be $79.50 per license
RQI Healthcare Provider ALS purchased
after initial 25 would be $87.00 per license
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12/21/2021
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RQI Healthcare Provider PALS purchased
after the initial 25 would be $87.00 per
license
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