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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. MS - Pre 12/19 /90 1 Doc: LAC -11/16/908:12/17/90 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 MS- Prt: 12/17/90 -2 Doc: LAC -11/16/9012:12/17/90 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 MS - Prt: 12/ 19/90 3 Doc: LAC - 11/16/90R:12/17/90 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 MS - Prt: 12/17/90 4 Doc LAC -11/16/90R12/17/90 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. MS- Prt: 12/17/90 5 - Doc: LAC -11/16/90812/17/90 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: MS- Prt:12/ 19 /90 -6 Doc:LAC 11/16/90812/17/90 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!