HomeMy WebLinkAboutR-1991-D5865 Medical Dispatch AgreementRESOLUTION NO.
Dr 65
A RESOLUTION authorizing the execution of a Medical Priority
End -User License Agreement with Medical Priority
Consultants, Inc.
WHEREAS, The Fire Department dispatches emergency medical
personnel and equipment to emergency medical scenes; and,
WHEREAS, in the operation of its dispatch center, it is
necessary for Fire Department personnel to frequently deal
with members of the public
medical situations; and,
WHEREAS, the City
who
are involved in
emergency
Council deems it to be in its best
interest to execute a license agreement with Medical Priority
Consultants, Inc. for an emergency medical priority dispatch
system; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
Section 1. The City Manager and City Clerk are hereby
authorized and directed to execute the attached and incorp-
orated Medical Priority End -User License Agreement with
Medical Priority Consultants, Inc. of Salt Lake City, Utah.
ADOPTED BY THE CITY COUNCIL this day of (nu1tril ,
1991.
ATTEST:
City Clerk
(Res/EMS)
Mayor
Medical Priority Consultants, Inc., 139 E. South Temple, Suite 6000, Salt Lake City, UT 84111
ADVANCED MEDICAL PRIORITY DISPATCH SYSTEM
CARD SET — License Number: q( - JC 1 -
For (i) ti , " .: EMD Stations @ 0 5o each = �`r>
I. KEY TERMS DEFINED
A. "EMD" = Emergency medical dispatch.
B. "EMD Station" = a position with telecommunications equipment
where calls for emergency medical services are taken by a dispatcher,
and/or where emergency medical help is dispatched by a dispatcher.
The dispatcher can be an operator, a supervisor, or a trainee. If such
position is staffed by a plurality of dispatchers at any given time, then
such position shall be deemed to be a plurality of stations equal to the
maximum number of dispatchers occupying said position at the
regular peak.
C. "MPDS" = Medical Priority Dispatch System, including medical
priority dispatch protocols, EMD post -dispatch instructions, EMD pre -
arrival instructions, and EMD treatment sequence protocols, as set
forth in the Cards.
D. "Cards" = The Medical Priority Dispatch System Cards (the manual
version of the MPDS) provided in connection with this Agreement.
Except as indicated otherwise by MPC, "Cards" shall further include
any updates to this current edition of the Cards which may be
subsequently provided by MPC to Customer, and such updates, if any,
shall be governed by and subject to this Agreement.
E. "Customer" and "You" or "you" = The Licensee or entity which
executes this Agreement as Customer.
F. "MPC" = The Licensor, Medical Priority Consultants, Inc., a Utah
corporation, which is the owner of the Cards and MPDS and which
owns and/or controls the copyrights thereto.
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II. LICENSE AND TERM
A. Card Sets. MPC shall loan to Customer one set of the Cards, together
with a protective flip -file, for use only in connection with the EMD
Station(s) licensed hereunder. The number of licensed EMD Stations
is as indicated at the beginning of this Agreement.
B. License. MPC grants to you, the Customer, a non-exclusive, non-
transferable license to use the Cards at the licensed EMD Station(s) at
Customer's address or dispatch center (the "License"). The Cards may
not be used in connection with more than the number of licensed
EMD Stations. This Agreement and License do not authorize
Customer to use the MPDS except through licensed use of the Cards
delivered to Customer by MPC in connection with this Agreement.
C. No Assignment. Any sublicense, assignment, rental, sale, timeshare,
or transfer by Customer of any part of the Cards or of the rights or
obligations of this Agreement, without the prior written consent of
MPC, is not allowed and shall be void.
D. Ownership. Ownership of, and title to, the Cards and MPDS (including
all copies thereof and any flip-file(s) provided with the Cards) shall be
held by MPC. These materials are loaned to Customer for the duration
of the License to allow Customer to exercise rights under the License.
Only the License is purchased by Customer. MPC also owns the
copyrights and other intellectual property in and to the Cards and
MPDS. Customer may not make unauthorized copies of the Cards or
MPDS, or otherwise infringe these rights. Customer agrees not to
claim or to make any attempt to record or register any of MPC's
trademarks, servicemarks or copyrights.
III. RESPONSIBILITY.
YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE
CARDS AND MPDS AS WELL AS FOR THE IMPLEMENTATION, USE,
AND RESULTS OBTAINED FROM THE CARDS AND MPDS. YOU ARE
RESPONSIBLE FOR DECISIONS MADE AND ACTIONS TAKEN BASED
ON THE CARDS AND MPDS. THE CARDS ARE DESIGNED AND
INTENDED FOR USE BY DISPATCH PROFESSIONALS TRAINED AND
EXPERIENCED IN THE USES AND LIMITATIONS OF THE EMERGENCY
MEDICAL DISPATCH SYSTEM UPON WHICH THE CARDS ARE
BASED. IT IS LICENSEE'S RESPONSIBILITY TO ASCERTAIN THE
SUITABILITY OF THE CARDS AND MPDS.
A. Updates to this edition of the Cards (i.e. the Cards provided in
connection with this Agreement) will be distributed by MPC to
Customer in accordance with MPC's written policies and procedures in
effect when this Licence Agreement is executed. To be entitled to such
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updates, Customer must complete and sign the accompanying
Registration form and return it to MPC within 10 days of receipt of the
Cards.
B. Termination. Both the License and your right to use the Cards and
MPDS shall terminate if you breach any part of this Agreement. In the
event of termination, you must immediately return all copies of the
Cards and MPDS (including related materials and flip -files) to MPC.
C. Copies. You may not make copies of the Cards or MPDS. MPC will
provide separately, Information Facsimiles of the Cards for your use in
orientation, training and review, but not for actual on-line dispatching.
You may use these Information Facsimiles only for these "off-line"
purposes, and you may not copy or reproduce them.
D. Modification. Other than as specifically provided in MPC's written
Policies and Procedures in effect when this License Agreement is
executed, YOU MAY NOT MODIFY, CHANGE, OR ALTER THE
SYSTEM PROTOCOLS OR ANYTHING ON THE CARDS OR MPDS
WITHOUT THE EXPRESS, WRITTEN, PRIOR CONSENT OF MPC.
E. Protection of Cards, Information Facsimiles and MPDS. Relative to
Customer and the Cards, Information Facsimiles and MPDS, the
following acts are all expressly prohibited: unauthorized duplication,
translation, automation, computerization or modification (including
any deletion from or addition to any of them); allowing third party
access to or use thereof; creation of derivative works based thereon; or
use of the Cards, Information Facsimiles, or MPDS in any manner not
expressly licensed by this Agreement or not specifically allowed by
MPC's written Policies and Procedures in effect when this License
Agreement is executed.
F. Policies and Procedures. The Parties agree to the Policies and
Procedures of MPC in effect when this Agreement is executed and the
same are part of this Agreement. Customer has received and reviewed
a written copy of said Policies and Procedures.
G. Support and Service Program. The Registered End -User License
Support and Service Program is set forth in the Policies and
Procedures. MPC has no other obligations of maintenance or support.
Customer is not entitled to this Support and Service Program unless
Customer completes and submits the registration form as provided
under "Support and Services" below.
IV. WARRANTY & LIMITATIONS
A. Limited Warranty: Customer shall inspect the Cards and MPDS before
using them. MPC warrants that if Customer determines (as a result of
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such inspection) that the Cards or MPDS are unacceptable to Customer
and if Customer returns the Cards and MPDS (together with evidence
of Customer's paid order for same) to MPC within 10 days of
Customer's receipt of the Cards, then MPC shall refund the amount
paid by Customer for this License less a 15% service and restocking
charge. In the event of such return, the License and all of Customer's
rights under this Agreement shall terminate. MPC warrants that if any
of the Cards or flip -files are in a physically defective or damaged
condition when delivered to Customer, and if Customer returns these
physically defective or damaged Cards or flip-file(s) (together with
evidence of Customer's paid order for same) to MPC within 10 days of
Customer's receipt of the Cards, then MPC shall replace the physically
defective or damaged Cards or flip file(s) at no charge. Such
replacement Cards shall be deemed "Cards" as defined and governed by
this Agreement.
B. Disclaimer of Warranties. MPC MAKES NO WARRANTY,
REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH
IN THIS AGREEMENT. MPC DISCLAIMS AND EXCLUDES ANY
AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. MPC DOES NOT WARRANT THAT THE
CARDS OR MPDS WILL SATISFY CUSTOMER'S REQUIREMENTS
OR THAT THEY ARE WITHOUT DEFECT OR ERROR. EXCEPT
FOR THE FOREGOING LIMITED WARRANTY, THE CARDS AND
MPDS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND.
C. Registration. Licensee shall have no rights under this Limited
Warranty if the accompanying registration form is not promptly
completed, signed and returned to MPC per the instructions thereon
within 10 days of receipt of the Cards.
D. Support and Services. MPC is not responsible for maintaining or
helping you to use the Cards or MPDS, except through MPC's
Registered End -User Licensee Support & Service Program. To receive
these services, you must follow the directions on the registration form
and information in the original delivery package. Any support or
services provided by MPC shall also be subject to and governed by the
sections entitled "Disclaimer of Warranties", "Limitation on
Liabilities" and "Sole Remedy and Allocation of Risk" and the
"General Provisions" in the same manner that they are applicable to
Cards and MPDS.
E. Limitation on Liabilities. THE AGGREGATE LIABILITY OF MPC
ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
CARDS OR MPDS (REGARDLESS OF THE FORM OF ACTION OR
CLAIM - E.G., CONTRACT, WARRANTY, TORT, MALPRACTICE,
FRAUD AND/OR OTHERWISE) IS LIMITED TO THE TOTAL OF
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ALL PAYMENTS MADE BY OR FOR CUSTOMER TO PURCHASE
THE LICENSE. EXCEPT FOR THE FOREGOING LIMITED
WARRANTY, MPC WILL NOT BE LIABLE FOR ANY:
1. ERROR, OMISSION, DEFECT, DEFICIENCY, OR
NONCONFORMITY IN ANY CARDS OR MPDS; or
2. CLAIM OF INFRINGEMENT.
MPC SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE
DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. MPC SHALL NOT BE LIABLE
FOR ANY DAMAGES FOR BUSINESS OR PECUNIARY LOSSES,
FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE CARDS
OR MPDS, LOSS OF DATA, COSTS OF RE-CREATING LOST
DATA, THE COST OF ANY SUBSTITUTE, OR CLAIMS BY ANY
PARTY OTHER THAN LICENSEE. THE OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF
MPC ARE NOT PARTIES TO THIS AGREEMENT AND SHALL
HAVE NO OBLIGATION OR LIABILITY RELATING TO THIS
AGREEMENT OR TO THE CARDS OR MPDS.
F. Sole Remedy and Allocation of Risk. CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY AND MPC'S SOLE AND EXCLUSIVE
LIABILITY ARE SET FORTH IN THIS AGREEMENT. This
Agreement defines a mutually agreed-upon allocation of risk, and the
License fees reflect such allocation of risk.
V. GENERAL PROVISIONS
A. Modification. No vendor, distributor, dealer, retailer, sales person or
other party is authorized by MPC to modify this Agreement or to make
any warranty, representation or promise which is different than, or in
addition to, the warranties, representations or promises of this
Agreement.
B. Purchase Orders, Etc. MPC is not bound by any provision of any
purchase order, receipt, acceptance, confirmation, correspondence or
otherwise from Customer unless MPC specifically agrees in writing to
any such provision.
C. Governing Law and Forum. This Agreement shall be governed by the
laws of the State of Utah and the United States of America. Any
litigation between the Parties relating to this Agreement or the Cards or
MPDS shall be conducted in Salt Lake City, Utah and the Parties
consent and submit to such jurisdiction and venue.
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D. Termination. The License granted to you is effective until terminated.
You may terminate it at any time by returning the Cards, Information
Facsimiles and MPDS to MPC together with all copies. The License
will also terminate upon conditions set forth elsewhere in this
Agreement or if you fail to comply with any term or condition of this
Agreement. Upon any such termination you must return the Cards,
Information Facsimiles and MPDS to MPC, together with all copies
and flip-file(s). Upon termination, MPC may also enforce any rights
and seek any remedies provided by law or in equity.
E. Entire Agreement. This Agreement sets forth the entire understanding
and agreement between the parties and may not be amended, modified,
or waived except in a writing signed by both Parties.
VI. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THIS AGREEMENT BETWEEN YOU
AND MPC WHICH SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
City of Yakima
By (signature):
Name (print):
Title:
Richard A. Zais, Jr.
( Customer)
City Manager
Date: February 11, 1991
ATTEST:.__cc%,2__f`¢
CP': CONTRACT ft0; Clerk
MEDICAL PRIORITY CONSULTANTS, INC.
By (signature): iZ--n7"
Name (print): 50011 + (i 15',4,(0
Title: Gt Gtr
Date:
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Medical PriorityTM
End -User Licensee Registration
Licensed User Registration Form for access to .Warranty and :'End -User `Licensee Support and
Service Program for the 1990 Advanced Medical Priority_.,.. Dispatch System (MPDSTMt) Card set..
(Please print or type. All information must be provided to activate initial technical support availability.)
Name of EMS Dispatch Center
Name, title and phoneof of EMD Operations Contact Person for use of these cards
Address where cards are used
A. Please describe the geographic/demographic area served by your EMS Dispatch Center.
1. Geographic area (city, county lines, etc.)
2. Population within geographic area
a. Base residential population
i. Latest census estimate
ii. Other, not included (homeless, migrants, etc.)
b. Best estimate of typical net in or out migration
of working population on average weekday
c. Best estimate peak net in (or out) migration
during seasonal (vacation, etc.) peaks
d. Other (specify: )
e. TOTAL SERVICE POPULATION
3. Telephone company's estimate of number of telephones in service area
4. Center's count of number of calls taken for EMS help during most recent 12
month period for which reasonable information is available
5. Number of EMS call -taking stations in center
6. Number of EMS call -takers who will use the MPDS cards at center
B. Buying and using details.
1. Names and positions of person(s)
a. Ordering the Card set(s)
b. Deciding upon this purchase
c. Authorizing funds for this purchase
2. How has your use of the Cards to date measured up to your original hopes and expectations?
a. Satisfied? (why)
b. Dissatisfied? (why)
(continued on reverse side)
1
Signed statement:
Signed,
I have read, and I understand and agree with the terms of the End -User License Agree-
ment accompanying this MPDSTM card set. The information provided on this registration is
true to the best of my knowledge and belief.
(By contact person identified within for and in behalf of the EMS dispatch center identified within)
PLEASE NOTE:
If, after training and at least six months use of the Advanced MPDS, you have suggestions for improvements
which you feel could significantly enhance EMS call -taking and medical dispatch, please submit your sugges-
tions to Medical Priority.
Please return to.
Advanced NIPDSTMCard Registry
Suite 6000 (80i/E10W-912.7)
139 East South Temple
Salt Lake City, Utah 84111
U.S.A.
Why should I submit the Registration form?
Your End -User License Agreement governs your use of the MPDS Card set(s). It
specifies that you are entitled to the Support and Service Program only after you have
returned this completed and signed registration form to the address above within ten
days.
The Support and Service Program offers you technical support for your questions,
Limited Warranty, and updates (if any) to the Licensed MPDS Card set(s). Essentially,
it is a backup to your implementation or the Medical Priority Dispatch System.
To be entitled to the Limited Warranty and Registered Licensee Support and Update
programs, complete, sign and return this form within 10 days after receipt of the MPDS
Cards.
MPDSTM Improves EMS!