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HomeMy WebLinkAbout01-278 Resolution No. 01-278 RESOLUTION AUTHORIZING EXECUTION OF A CLIENT LICENSE AGREEMENT WITH MEDICAL PRIORITY CONSULTANTS, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Joyce A. Parker, City Manager, be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Medical Priority Consultants, Inc . for emergency medical dispatch software, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: October 24 , 2001 Adopted: October 24 , 2001 Omnibus Vote : Yeas : 5 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk MEDICAL PRIORITY DISPATCH SYSTEM TM --„ _ at PROQA - CLIENT LICENSE AGREEMENT pry" Client("you"): City of Elgin _ License Date: 08/08/01 License Number: P00000DD4M Initial License Fee: $23,309.00 MPDS Software Program: ProQA Version Number: 3.3 Number of Licensed EMD Stations: 11 (of which 5 are Active,and 6 are Supervisory) Agency licensed to use this Software: City of Elgin Medical Priority Consultants,Inc.("MPC") Located at: 150 Dexter Ct. 139 E. South Temple, Ste. 500, Elg' IL 60 Salt Lake City,Utah 84111 Authorized Signature: Authorized Signature: Name(print): _ Joyce A.Parker Name(print): W.H.Lloyd Title: City Manager Title: E.V.P. 1.EXECUTION. The persons signing above represent that they property of MPC.You shall not claim nor make any attempt to are duly authorized to execute this Agreement for and on behalf record or register any of the trademarks, service marks or of the Party for whom they are signing,and that the Parties copyrights relating to the MPDS, Software and/or understand and agree to be bound by the terms and conditions of Documentation,nor shall you patent or file patent applications this Agreement. for any invention in the MPDS or the Software. Notwithstanding 2.SOFTWARE AND DOCUMENTATION. "Software"means anything in this Agreement to the contrary,MPC retains title to the MPDS Software program and version identified above. the MPDS, Software and Documentation and all copies of same. "Documentation"means the Advanced MPDS ProQA User License fees purchase only the limited License. All copies of Manual and other documentation which is related to the Software Software and Documentation are loaned by MPC to you for the and which is provided by MPC to you. duration of the License only,and only for the purpose of 3.INITIAL LICENSE FEE. Upon execution of this Agreement enabling you to exercise your License rights(see also, section of you shall pay to MPC the Initial License Fee specified above. this Agreement titled"Termination.") 4.LICENSED EMD STATIONS,LICENSE&TERM. "EMD 6.COPIES&USE. You may copy Software as necessary to use Stations"are computers,terminals,nodes and workstations in Software on Licensed EMD Stations or for reasonable archival Agency's possession and control that access or use the Software. or back-up purposes. All trademark,copyright and proprietary The"Number of Licensed EMD Stations"is specified above. By rights notices must be reproduced by you and included on all this Agreement,MPC grants you a non-exclusive, copies. U.S.law,international law and treaties,and this nontransferable,limited license to use the Software on Licensed Agreement all prohibit you from making any other copies; or EMD Stations only(the"License"). The License is limited to from making any derivatives of the Software,system protocols, your use of the Software by the Agency and to the Number of or anything in the MPDS; or from making any use of the Licensed EMD Stations. Licensed use of the Software on Active Software in any manner not licensed by this Agreement. and Supervisory/Standby Licensed EMD Stations is described in 7.RESTRICTIONS. You may not transfer,disclose,rent,lease, the section titled"Basic Service Plan,Registration,Updates and loan, sublicense,or timeshare Software or Documentation or any Support"listed below. The number of EMD Stations using or copy thereof,or allow any other person to access or use the having access to the Software shall at no time exceed the Software or Documentation or any copy thereof. Other than as Number of Licensed EMD Stations. In any event that the expressly permitted in the section titled"Basic Service Plan, number of your Active and/or Supervisory/Standby Licensed Registration,Updates and Support"listed below,you may not EMD Stations intended to have access to and/or to use the modify,add to or delete from the MPDS, Software or Software is to be increased from the Number specified above, a Documentation. The MPDS and the Software specifically written amendment to this Agreement will be required to provide,however,for your addition of local response authorize this,and additional license fees shall be paid by you to configurations to the system's dispatch codes. MPC,at MPC's then-current rates. The License permits you to 8.SOURCE CODE,REVERSE ENGINEERING& use the Documentation,but only in connection with your ALTERATION. This Agreement does not entitle you to any licensed use of the Software. Rights not expressly granted by source code or other confidential information which MPC elects this Agreement are reserved by MPC. The Term of the License to withhold. You may not decompile,disassemble,reverse is 99 years,unless terminated earlier,as provided elsewhere in engineer,or alter the Software or create any derivative work or this Agreement. product based on,or derived from the MPDS, Software or 5.OWNERSHIP. You acknowledge that the copyrights,patent Documentation. rights,trade secrets,trademarks and other intellectual property in 9.INJUNCTIVE RELIEF. You acknowledge that your breach of or to the MPDS, Software and Documentation are the exclusive this Agreement would give rise to irreparable injury to MPC that ©02/01/98,Medical Priority Consultants,Inc would be inadequately compensable in damages alone. REPRESENTATION TO MPC THAT YOU HAVE Accordingly,MPC may,without posting any bond, or the like, ACCEPTED AND AGREED TO BE BOUND BY THESE seek and obtain preliminary and permanent injunctive relief PROVISIONS. against the breach or threatened breach of this Agreement in 15.DISCLAIMER OF WARRANTIES. MPC MAKES NO addition to any other legal or equitable remedies which may be WARRANTY,REPRESENTATION OR PROMISE NOT available to MPC. EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT 10.LIMITED WARRANTY. MPC warrants that if the Software FOR THE LIMITED WARRANTY, SOFTWARE IS does not substantially conform to the descriptions set forth in the PROVIDED"AS IS"WITHOUT WARRANTY OF ANY Documentation and published specifications,and if you report KIND. MPC DISCLAIMS AND EXCLUDES ANY AND ALL such nonconformance in writing to MPC within 30 days of IMPLIED WARRANTIES OF MERCHANTABILITY, delivery of the Software to you,then MPC shall,at its sole FITNESS FOR A PARTICULAR PURPOSE AND option, and at no cost to you, either: (a)remedy the NONINFRINGEMENT. EXCEPT FOR THE LIMITED nonconformity or provide a reasonable work-around solution,or WARRANTY,MPC DOES NOT WARRANT THAT THE (b)offer to refund the Initial License Fee. If a refund is offered, MPDS, SOFTWARE OR DOCUMENTATION WILL SATISFY you may either accept the refund,or accept the Software"as is." YOUR REQUIREMENTS OR THAT THEY ARE WITHOUT If you accept the refund offer,then MPC shall,upon your return ERROR,OMISSION,DEFECT OR DEFICIENCY,OR THAT to MPC of all copies of the Software and Documentation in your THE OPERATION OF SOFTWARE WILL BE possession or control,refund any Initial License Fees and UNINTERRUPTED OR ERROR FREE. Maintenance Fees previously received by MPC, and the License 16.LIMITATION ON LIABILITY. MPC'S AGGREGATE and your rights to use the Software shall terminate. If the LIABILITY ARISING FROM OR RELATING TO THIS Software is accepted"as is,"then all of MPC's warranties shall AGREEMENT OR SOFTWARE,DOCUMENTATION,OR be deemed satisfied. SUPPORT(REGARDLESS OF THE FORM OF ACTION OR 11.EXPORT ACT. You hereby warrant and certify that neither CLAIM-E.G. CONTRACT,WARRANTY,TORT, Software nor Documentation will be made available or exported MALPRACTICE,FRAUD AND/OR OTHERWISE)IS by you to any country in contravention of any law or regulation LIMITED TO THE TOTAL OF ALL PAYMENTS RECEIVED of the United States or any of its agencies,including the Export BY MPC FROM YOU UNDER THIS AGREEMENT. MPC Administration Act of 1979 and regulations relating thereto. SHALL NOT IN ANY CASE BE LIABLE FOR ANY CLAIM 12.BASIC SERVICE PLAN,REGISTRATION,UPDATES AND OF INFRINGEMENT;CLAIM IN TORT(WHETHER OR SUPPORT. A copy of MPC's current Basic Service Plan(the NOT ARISING IN WHOLE OR IN PART FROM MPC'S "BSP")is attached to and made a part of this Agreement by this FAULT,NEGLIGENCE, STRICT LIABILITY,OR PRODUCT reference. Certain terms used in this Agreement are more fully LIABILITY); OR FOR ANY SPECIAL,INCIDENTAL, defined in the BSP. MPC's obligations to maintain the Software, CONSEQUENTIAL,INDIRECT OR PUNITIVE DAMAGES, MPDS,or provide Updates, Support or service are as specified, EVEN IF MPC HAS BEEN ADVISED OF THE POSSIBILITY defined,and limited in the BSP. As provided in the BSP, to OF SUCH DAMAGES. MPC IS NOT RESPONSIBLE FOR receive Updates and Support services you must register with LOST PROFITS OR REVENUE,LOSS OF USE OF MPC,and to continue to receive Update and Support services SOFTWARE OR MPDS,FAILURE OF THE SOFTWARE TO beyond the period covered by the Initial License Fee,as provided OPERATE WITHOUT INTERRUPTION,LOSS OF DATA, in the BSP under"Extended Service Plan",you must pay MPC COSTS OF RE-CREATING LOST DATA,THE COST OF an Extended Support Fee. Any Updates received by you shall be ANY SUBSTITUTE EQUIPMENT OR PROGRAM,OR governed by this Agreement as Software and Documentation. CLAIMS BY ANY PARTY OTHER THAN CLIENT. THE MPC may,at its option,terminate the License if you fail to OFFICERS,DIRECTORS, EMPLOYEES AND implement any Update within 90-days of MPC providing it to REPRESENTATIVES OF MPC ARE NOT PARTIES TO THIS you. The BSP may be revised from time to time by MPC,upon AGREEMENT AND SHALL HAVE NO LIABILITY 30-days' advance written notice to you. RELATING TO THIS AGREEMENT OR ITS SUBJECT 13.INSPECTION. MPC may,at its own expense,and with MATTER.EXCEPT FOR THE LIMITED WARRANTY,MPC reasonable advance notice,inspect your emergency medical WILL NOT BE LIABLE FOR ANY ERROR,OMISSION, dispatch operations and facilities to audit your compliance with DEFECT,DEFICIENCY,OR NONCONFORMITY IN THE this Agreement. Although not obligated to do so,MPC may SOFTWARE, OR MPDS. inform you of improper,unauthorized or unsafe usage of the 17.SOLE REMEDY AND ALLOCATION OF RISK. YOUR Software. If you are informed of any such usage of the Software SOLE AND EXCLUSIVE REMEDY AND MPC'S SOLE AND and do not correct such usage of the Software to MPC's EXCLUSIVE LIABILITY ARE SET FORTH IN THIS reasonable satisfaction within 30 days of written notice from AGREEMENT. THIS AGREEMENT DEFINES A MPC,then MPC may terminate the License. MUTUALLY AGREED-UPON ALLOCATION OF RISK AND 14.RESPONSIBILITY. YOU ACKNOWLEDGE THAT YOU THE FEES PAYABLE TO MPC REFLECT SUCH HAVE READ AND UNDERSTAND THIS AGREEMENT, ALLOCATION OF RISK. INCLUDING,WITHOUT LIMITATION,THE BSP,AND THE 18.TAXES. Any sales or use taxes or other taxes or government PROVISIONS AND DISCLAIMERS SET FORTH IN THE BSP assessments or duties relating to this Agreement or to the License UNDER THE HEADING"RESPONSIBILITY,"AND THAT or to payments or services to be rendered under this Agreement THE LICENSE IS CONDITIONED ON YOUR shall be paid by you in addition to all other payments set forth in Medical Priority Consultants,Inc.a Utah corporation located at 139 E South Temple,Ste 500,Salt Lake City,UT 84111—Phone:(801).363.-9127,Fax:(801)363-9144 this Agreement. This section does not apply to federal or state taxes based upon net income which are imposed on MPC. 19.TERMINATION. Upon any termination of the License,you must,within 15-days of termination, discontinue all use of Software and Documentation,and deliver to MPC all Software and Software-related Licensed Products provided to you by MPC with the Software,together with any copies and/or derivatives. You may terminate the License at any time by taking these same actions specified in this Section. 20.BREACH. If you breach this Agreement and fail to cure the breach within 30 days after receiving written notice of breach from MPC,then MPC shall be excused from any further obligation or liability under this Agreement and MPC may terminate the License by giving you written notice. This Section shall not limit the relief,remedies and damages to which MPC may be entitled. MPC shall not be deemed in breach of this Agreement unless and until you give written notice of such breach(including a description of the breach)to MPC and MPC fails to cure such breach within 30 days of notice. 21.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. 22.ASSIGNMENT. This Agreement,the License and rights under this Agreement are not assignable or transferable in any way by Client without the prior written consent of MPC.MPC may assign this Agreement to any third party which acquires substantially all MPC's business assets relating to the Software. 23.ENTIRE AGREEMENT. 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 limited warranties, representations and promises specified in this Agreement.This Agreement: (a)represents the entire agreement between the Parties as to you Licensed use of the Software and Documentation; (b)supersedes all prior communications, agreements,understandings,representations and warranties relating to the subject matter of this Agreement; and(c)may only be amended, canceled or rescinded by a writing signed by both Parties. 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 MPC and are ineffective. 24.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. 25.LAW. This Agreement shall be governed by the laws of the United States of America and the State of Utah. Any litigation or arbitration between the Parties relating to this Agreement or Software or Documentation shall be conducted in Salt Lake City, Utah. If any part of this Agreement shall be found to be invalid and/or unenforceable, such provisions shall be construed, limited or,if necessary,severed,but only to the extent necessary to eliminate such invalidity or unenforceability,and the other provisions of this Agreement shall remain unaffected. Medical Priority Consultants,Inc.a Utah corporation located at 139 E South Temple,Ste 500,Salt Lake City,UT 84111—Phone:(801).363.-9127,Fax:(801)363-9144 MEDICAL PRIORITY DISPATCH SYSTEM TM �tr�cal BASIC SERVICE PLAN 1 PFIY" 1.Application. This Basic Service Plan applies to the Medical Center operates during any 12-month period,then such an EMD Priority Dispatch System,or"MPDS,"in general.Where certain Station is subject to this definition and must be included in the policies and procedures apply particularly to the computerized count for the number of EMD Stations to which this Agreement version of the MPDS(the"Software"), or to the manual version applies. of the MPDS(the"Cards"),specific reference will be made to "MPC"=The Licensor,Medical Priority Consultants,Inc.,a the Software, or the Cards,respectively. Utah corporation,which is the owner of the Software,Cards, 2.Key Terms Defined MPDS,and related documentation,and which owns and/or controls the copyrights thereto. "BSP"=Basic Service Plan: MPC's written Policies and Procedures governing Client Service and Product Support of the "MPDS"=Medical Priority Dispatch System and concept, Licensed Software and Cards.As provided in section titled including(without limitation)EMD priority dispatch protocols, "Basic Service Plan,Registration,Updates and Support"of the EMD post-dispatch instructions, EMD pre-arrival instructions, Client License Agreement,the BSP in effect at the time the and EMD treatment sequence protocols as set forth in the Initial License Fee was paid,was attached to and made part of Software,Cards, or any other form or format,together with the Client License Agreement. MPC may,at it's sole option, QA/QI programs and/or processes which are part of the modify and replace the BSP from time to time. Client's receipt Software. by certified delivery of a modified replacement BSP constitutes "NAEMD,""Academy"=The National Academy of notification of of such replacement,and 30-days thereafter,any Emergency Medical Dispatch,also known as the International prior BSP becomes null and void.The modified replacement Academy of Emergency Medical Dispatch. BSP then become the current BSP and is part of the Client "Release"=A Release represents a minor collection of License Agreement.All parties to the Client License Agreement improvements,modifications,or changes to any of the MPDS, shall adhere to the BSP. Software, Cards, or documentation,within an Update(see "Cards"=Manual version of MPC's Medical Priority Dispatch Update below).Generally,Releases are non-scheduled events, System in the form of printed reference Cards.This definition provided only upon request to currently registered, licensees also includes,wherever the context reasonably permits,the under initial or extended BSP with MPC. related documentation and flip-file provided to Client with the "Software"=The computerized version of MPC's Medical Cards.User rights to the Cards are obtained by Client only under Priority Dispatch System in the form of computer programs on Client License Agreement from MPC.The Pocket User's Guide whatever media might be used to store them.This defmition also specified in the section titled"Facsimile/Copies/User Guides"of includes,whenever the context reasonably permits,the related this BSP is also included in the defined term"Cards,"but is documentation and media provided to Client with the Software. further subject to the specific use limitations imposed therein. User rights to the Software are obtained by Client only under The defined term"Cards"shall further include any Updates CLA from MPC.The defined term"Software"shall further and/or Releases of the current Version of the Cards which may include any Updates and/or Releases of the current Version of subsequently be provided by MPC to Client, and such included the Software which may subsequently be provided by MPC to Updates and/or Releases,if any,shall be governed by this Client,and such included Updates and/or Releases,if any,shall Agreement,unless indicated otherwise in writing by MPC at the be governed by this Agreement,unless indicated otherwise in time. writing by MPC at the time. "CLA"=The Client License Agreement,which is the MPDS "Service"and/or"Support"=Client Service and Technical Software Limited License Agreement or the MPDS Cards Product Support via the telephone.Basic support included in the Limited License Agreement of which this BSP is part. Initial License Fee is available to registered licensed clients for "Client,""Licensee,"and"You,"or"you,"or"your"= the first ninety(90)days following their License Date,up to a Referring to the Licensee or entity which executes the CLA of maximum of 2 hours per licensed EMD station. Extended which this BSP is part. Service and Support is available as specified under the section "EMD"=Emergency Medical Dispatch,or an Emergency titled"Extended Service Plan"in this BSP. Medical Dispatcher who performs EMD at an EMD station(as "Update"=An Update represents a collection of improvements, this latter term is defined below). modifications,or changes to any of the MPDS, Software,Cards, "EMD Station"=A position with telecommunications or documentation within a Version(as this latter term is defined equipment where calls for Emergency Medical Services below). Generally,Updates are scheduled events,provided free ("EMS")are taken by an EMD,and/or where EMS help is to all currently registered,licensed clients under basic or extended service agreement with MPC. See also the section titled dispatched by an EMD. The EMD can be an operator, a supervisor,or a trainee.If such position is staffed by a plurality Updates, in this BSP. of EMDs at any given time,then such position shall be deemed "Version"=A Version of the Software or Cards constitutes the to be a plurality of EMD stations equal to the maximum number combination of the MPDS, Software and/or Cards,and the of EMDs occupying said position at the regular peak.If an EMD included documentation,as specified by MPC. See also the Station is used primarily for back-up or training,but is used for section titled"New Versions"in this BSP. actual EMD for 5%(or more)of the time the Client's EMD ©02/01/98,Medical Priority Consultants,Inc 3.Expert System Disclosure.This expert system is designed for 7.Modification of Software,Cards,or MPDS.Other than as use by EMDs who have been trained and certified in the use of specifically provided in this BSP,you may not modify,change, the MPDS and who function in a prescribed MPDS quality or alter the MPDS Protocols or anything on the Software,Cards, assurance environment. It is not a novice system.The system or MPDS without the prior,express,written consent of MPC. design envisions occasions when even the trained EMD will This BSP outlines the scientific process of protocol modification have to make a subjective decision regarding a caller's response which is performed by the College of Fellows of the NAEMD and make the most correct selection from the list of choices (see sections titled"Changing the MPDS"and "Accepted presented.The design of this system incorporates current Process for MPDS Modification"in this BSP).Implementation medical and logic accuracy.Of necessity,however,it also of Updates, as provided in the section of this BSP titled reflects some subjective opinions of medical experts and "Updates,"qualifies as a modification,change, or alteration with programmers with which others may reasonably disagree.The MPC's express,written,prior consent.Any unauthorized change system and its necessary maintenance components must be made, and/or implemented in the Software, Cards, or MPDS by considered and approved by local Medical Control entities and the Client is a material Breach of the CLA,giving cause for MPC EMS agency administration,prior to implementation and on-line to terminate this Agreement or withhold further Service and use by trained EMDs.The system also envisions that,when Support. appropriate,trained EMDs will have the option of"overriding"a 8.Derivative Products. In the event any MPDS client creates, system-recommended choice for enhanced patient safety and that knowingly or unknowingly, any derivative product of the MPDS, they will choose the"most appropriate"telephone treatment such derivative product shall be owned by MPC and its use must options from available menus.New information may change the be discontinued and the derivative(including all copies or drafts complexion of the emergency during the call as EMDs validate of such work)sent to MPC within 10 days of MPC's written responses or treatment.This system allows the trained EMD to request to do so. "reconfigure"response levels based on new information.With the foregoing in mind,this system cannot reasonably be expected 9.Protection of Software,Cards,and MPDS.Relative to the Software,Cards,and MPDS,the following acts by Client are all to predict exact outcomes or unerring EMD performance in all cases.The designers recommend that Quality Assurance expressly prohibited:unauthorized duplication,translation or mechanisms be put in place that include review of each of these modification(including any deletion from or addition of text or "special choice"situations for EMD correctness and consistency. code to any of them);allowing third party access to or use The designers also recommend continuing medical dispatch thereof;creation of derivative works based thereon;reverse training and periodic MPDS refresher courses to keep trained engineering,decompiling,disassembling,or any other attempt to EMDs certified and up-to-date with current standards of medical discover the source code or trade secrets of the Software;or use dispatch practice and care. of the Software or MPDS in any manner not expressly licensed by this Agreement. 4.Responsibility. Client assumes full responsibility for the selection of the Software and/or Cards, and MPDS,as well as for 10.Support and Services.MPC is only responsible for the installation, implementation,use, and results obtained from maintaining and helping you to use the Software,Cards,or the Software and/or Cards,and MPDS.You are responsible for MPDS in accordance with this BSP.To receive these services, decisions made and actions taken based on the Software and/or you must be a Registered Licensee with service prepaid under Cards,and MPDS.These systems are designed and intended for either the Initial License Fee(see defined terms"Service"and use by dispatch professionals trained and experienced in the uses "Support"in this BSP)or under the Extended Service Plan(see and limitations of Computer Software in general, and of the section titled"Extended Service Plan"in this BSP).Any support emergency medical dispatch system upon which the Software or services provided by MPC shall also be subject to and and/or Cards is based. It is Licensee's responsibility to ascertain governed by the sections of the CLA titled"Disclaimer of the suitability of the Software and/or Cards,and MPDS. Warranties,""Limitation on Liability,"and"Sole Remedy and Allocation of Risk,"and"Law,"in the same manner that they are 5.Registration.To receive notice of Updates and insure full applicable to the Software,Cards,and MPDS. entitlement to MPC's support services, Client must,within 30 days of receipt of the Software and/or Cards,complete,sign,and 11.Modification of Agreement.No vendor,distributor,dealer, return to MPC,the accompanying Client Registration Form. retailer, sales person or other person is authorized by MPC to Licensee shall have no rights under either the Limited Warranty modify the Client License Agreement or to make any warranty, or the BSP if such Client Registration Form is not completed, representation or promise which is different than,or in addition signed, and returned to MPC within the specified time limit to,the warranties,representations or promises of this Agreement. 6.Research Data Sharing.In the interests of advancing the 12.Purchase Orders,Etc.MPC shall not be bound by any state-of-the-art in EMD through effective use of and provision of any purchase order,receipt,acceptance, improvements to the Software and MPDS, Client shall, in timely confirmation,correspondence or otherwise from Client,unless response to MPC's reasonable,written requests,provide MPC MPC specifically agrees in writing to any such provision. with EMD Case Data(on disk or tape). MPC shall use such 13.Recommendations and Input.As an important part of its shared data for internal research purposes only,and will not on-going research and development to optimize the effectiveness make any external,public use or Release of such research data of the MPDS,MPC,Inc.regularly evaluates the experience, without the prior,written consent of Client. findings and recommendations of: 1.MPDS clients in the field; is dewlodir Medical Priority Consultants,Inc.a Utah corporation located at 139 E South Temple,Ste 500,Salt Lake City,UT 84111—Phone:(801).363.-9127,Fax:(801)363-9144 2.College of Fellows of the National/International Academy of EMD; MPC or to coordinate these particulars with MPC(unless 3.Quality Assurance programs; required to do so by separate consulting agreement),and MPC 4.Internal research and studies; bears no responsibility or liability for actual local responses As a result of these and other research and development selected or used. activities,MPC may,from time to time,prepare and release 18.Changing the MPDS.All written text and printed materials Updates and New Versions of the Software,and/or Cards,and/or in the MPDS,including,without limitation,Interrogation MPDS(see sections titled"Updates"and"New Versions" Questions,Dispatch Determinants,Pre-Arrival Instructions, below). Post-Dispatch Instructions and Additional Information are 14.Updates.When MPC determines that particular revisions or integral to the MPDS. Licensed clients are NOT AUTHORIZED enhancements may be useful to its licensees as an Update to the TO MAKE CHANGES TO THE MPDS. Changes are made only current version of the MPDS,MPC may issue an Update to by the Accepted Process specified in the section of this BSP licensed clients who have maintained their registration current titled"Accepted Process for MPDS Modification."This is based for the Basic Service Plan,or Extended Service Plan,per the on the following: CLA. Such Updates may be accompanied by instructions for A.Implementation and Familiarity with the MPDS.The updating the MPDS(e.g.substitution of new Software and/or MPDS is currently in its 10th revised edition and has been in Cards for old). Client shall,within 30 days of receipt of any continuous field use since 1978 . It is not prudent for any update,implement such Update. Client's failure to implement client to consider recommending system changes prior to Updates,as provided here,would constitute a Breach of the gaining the practical experience and perspective of CLA,giving cause for MPC to terminate this Agreement or implementing the MPDS and running it"as is"at a withhold further Service and Support. See also defined term demonstrated rate of high dispatcher compliance. titled"Updates,"above in this BSP. B.Total Quality Management. A Quality Improvement and 15.New Versions.When MPC determines that substantial Management Program is prerequisite to the successful revisions to the Software and/or Cards and/or MPDS(or other application of the MPDS.Key elements should include: factors)justify it,MPC will publish a new Version of the 1. As with other aspects of a sound EMS program,a qualified EMS Software and/or Cards,and will cease issuing Updates for Physician must be engaged as Medical Director.Depending upon preceding versions and editions. Said new Version then becomes the requirements and resources of the EMS system,this may be a the current edition of said product.It constitutes a new product part-time or a full-time position. In either case,the Medical which can only be obtained through the purchase of a new client Director must be empowered with control over medical policies, license from MPC.When a new Version is first made available procedures and decisions in the system.The Medical Director by MPC,registered licensed clients of the preceding version will must be regularly involved at all levels,particularly at the"front be offered,for a fee,a client license to use the new Version.The line"level where the EMDs handle the calls for EMS help.This new Version will be governed by MPC's then-current client helps even an experienced EMS Physician to become functionally license agreement and basic service plan.New client licenses,as "dispatch literate."The Medical Director should also attend well as Updates,will only be issued for the then-current Version. activities of the Quality Assurance committees and personnel,and MPC is not obliged to maintain or support prior or outdated evaluate and guide their performance.It is highly recommended Versions and/or editions. See also defined term"Version,"above that any Medical Director who has not already participated in a in this BSP. NAEMD Executive Certification Course,do so before the end of 16.Facsimile/Copies/User Guides.MPC will initially deliver to the 6-month implementation period.This is required for eventual each Card licensee a single copy of the MPDS(called the Pocket NAEMD Dispatch Center accreditation. Users GuideTM)for off-line use in orientation,training, and 2.MEDICAL PRIORITY DISPATCH SYSTEM STEERING and/or review,but not for actual on-line dispatching. These Facsimile MEDICAL REVIEW: One or more committees should be Sets are clearly marked: "EXAMPLE ONLY:NOT FOR ON- established to set policy and review performance of EMD LINE USE BY MEDICAL DISPATCHERS."The copyrighted operations with the MPDS.The Medical Director should facsimile Card set may not be copied or reproduced by any participate in all material decisions by these committees and method,but additional copies may be obtained by licensed should be included as a signatory on any policy and/or procedural clients at MPC's then-current catalog price. Licensee's use of determinations made by such committees.An MPDS Steering these Information Facsimilies is limited to these specified"off- and/or Medical Dispatch Review Committee should be established line"purposes. and meet at least quarterly to review,evaluate,and/or approve the 17.Customization of responses.Authorized customization of application of policies and/or procedures affecting MPDS the MPDS consists of matching Priority Dispatch Determinant operations. levels(A,B,C,D)with locally determined response capabilities 3.CERTIFICATION: It is strongly recommended that all EMDs of equipment and professional personnel. This is limited to utilizing the MPDS be certified by the NAEMD and that all additions to the blank"Response"section(bottom right)of system administrators,managers,and supervisors be certified in Cards 1 through 32.The responses to be inserted in said the NAEMD 1-day National Executive Certification Course.The "Response"section are determined solely by the licensed client. MPDS is not intended to be used or supervised by untrained or Local EMS authorities are authorized and within their license uncertified individuals. rights to so add responses to the specified bottom right section of the relevant cards,without any requirements to either notify lirrkedar Medical Priority Consultants,Inc.a Utah corporation located at 139 E South Temple,Ste 500,Salt Lake City,UT 84111—Phone:(801).363.-9127,Fax:(801)363-9144 • 4.CONTINUING DISPATCH EDUCATION("CDE"):All EMDs coding system remains intact while allowing the client full utilizing the MPDS should participate in a structured CDE discretion in establishing the local responses"attached"in program that provides necessary relearning,familiarization,and parallel to these codes. updating with the evolving science of the MPDS.At a minimum it 21.Standard of Care and Practice.For more than fifteen years, is suggested that 12 hours per year be devoted to CDE. MPC and its originators,have been the principal contributors to 5.DISPATCHER PERFORMANCE EVALUATION AND the establishment of safe professional standards for Emergency PROTOCOL COMPLIANCE:It is essential that EMDs closely Medical Dispatch care and training.MPC's MPDS,as well as its comply with the MPDS interrogation,prioritization coding,and EMD training and certification programs,both meet or exceed DLS scripts.To this purpose,the Quality Improvement and every applicable standard known to MPC.Through substantial Management Program must include continuous case review and commitments of expertise and other valuable resources to basic evaluation by an objective performance checklist or template.It is and applied research,development,quality improvement, recommended that a 10%random sample of all medical dispatch dispatch liability, and risk management,MPC is dedicated and calls be reviewed in this manner and that the EMD's compliance determined to continue setting the standard in EMD.In the percentages to each area be serially maintained.Very large opinion of some medical-legal experts,when the current Version agencies may benefit by a>5%random sample.EMDs not of the MPDS is properly used by NAEMD-Certified EMD complying should be officially notified of the findings,retrained, professionals,the current standard for medical dispatch care has and,if necessary eventually disciplined.Noncompliance to the been met,and the most reasonable actions for the patient and the MPDS has been demonstrated to significantly decrease its EMS system have been taken by the EMD center. effectiveness and safety. 22.Dedicated Legal and Consultative Support.Medical 6.Accreditation:It is strongly recommended that all dispatch Priority Consultants,Inc. is available for EMD system agencies utilizing the MPDS achieve the operating performance evaluations, EMD case reviews, and expert opinion and witness standards required for Accreditation by the NAEMD. services to currently registered licensed clients of the MPDS who 19.Accepted Process for MPDS Modification. In 1988,the have kept their Software and/or Cards up-to-date(per sections NAEMD was formed as a scientific professional organization for titled"Support and Service,""Updates,"and"New versions"of Emergency Medical Dispatching.Within the Academy's this BSP),and to their professional staff and EMD instructors structure exists the College of Fellows—a select group of who have been trained,then certified through the NAEMD. medical dispatch,public safety and emergency medical experts MPC's professional staff will vigorously defend proper use of that has adopted the following mission statement: "To conduct the MPDS by professionally trained EMDs against charges of an on-going review of the current standards of care and practice dispatch negligence which may arise.All such services are in Emergency Medical Dispatch and evaluate the tools and available at MPC's then-current fee schedule for such licensed mechanisms used to meet or exceed those standards." client services. THROUGH A DEFINED PROCESS,THE FELLOWS REVIEW 23.Trademarks,Servicemarks or Copyrights. The following RECOMMENDED REVISIONS AND IMPROVEMENTS TO THE MPDS IN terms(which may have been used in this document)are A TIMELY,ORGANIZED WAY.THE ONLY AUTHORIZED METHOD OF trademarks or servicemarks of MPC,Inc.: MPDS PROTOCOL CHANGE IS BY THIS ESTABLISHED SCIENTIFIC •Advanced Medical Priority Dispatch System,or AMPDS METHOD OF THE COLLEGE OF FELLOWS. •Dispatch Life Support,or DLS •Emergency Medical Dispatch Software Individual licensed clients are not allowed to change or modify .Emergency Medical Dispatch System any preprinted text or color coded portion of Cards or Software •First at helping people first unless authorized to do so by MPC,as agent of the NAEMD •Medical Priority College of Fellows.All licensed clients are encouraged to share •Medical Priority Dispatch Cards their significant recommendations,discoveries and data with the •Medical Priority Dispatch Software College in writing(see section titled"Research Data Sharing"in .Medical Priority Dispatch System, or MPDS this BSP).By this scientific method,knowledge of the MPDS •Priority Dispatch can be unified and new improvements shared by all licensed • Zero-Minute Response Time clients. 24.Extended Service Plan.For licensed Software users,this 20.International Medical Dispatch Coding System.The BSP may be extended for additional 12-month periods beyond Determinant(and sub-determinant)codes represent the only the 90-days covered by the Initial License Fee by Client's widely accepted medical dispatch coding system in the world.A payment to MPC of 15%of the amount of the Initial License Fee unified coding system provides for uniform training,use,data before the expiration of each previously paid period of BSP collection,data sharing,and comparative scientific study.This coverage.For licensed Card users,extended service is included coding system may not be modified in any way not authorized in in the Initial License Fee and this BSP is applicable to Cards for this Basic Service Plan,or in the Client License Agreement of so long as the Cards licensed herein are MPC's Current Version, which it is a part.As provided above,in the section of this BSP and no New Version has been issued(see Section of this BSP titled"Customization of Responses,"however,it is the licensed titled"New Version"). 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 Medical Priority Consultants,Inc.a Utah corporation located at 139 E South Temple,Ste 500,Salt Lake City,UT 84111—Phone:(801).363.-9127,Fax:(801)363-9144 • Page 2 8 August 2001 8/8/01 AMENDMENT to that certain ProQA Software License &Service Agreement of even date (the "CLA/BSP"and/or the "License and Service Agreement') by and between Medical Priority Consultants, Inc. ("MPC') and the City of Elgin, IL ("Client') This Amendment to the CLA/BSP is entered into by the same Parties as the Parties to the License and Service Agreement,and it is executed simultaneously with execution of the CLA/BSP,by the Parties' same duly authorized representatives. The CLA/BSP is hereby amended as follows,but no further: A. Section 25 on page-3 of the CLA portion of the License and Service Agreement is hereby amended by deleting the first two sentences from that Section, leaving that(formerly)three- sentence section as a single sentence section. B. Section 26 is hereby added to the CLA portion of the License and Service Agreement,as follows: 26. The Initial License Fee specified in this License is the Client's sole fee obligation under this contract Any additional Maintenance,Service,Support and/or Other Fees pertaining to this License are optional at Client's sole option, and any additional maintenance,support and/or other services associated with any such additional fees are to be provided by MPC solely in exchange for any such additional, optional fees. In witness of their understanding of the provisions of this Amendment to the CLA/BSP and of their willingness to abide thereby, said representatives of the Parties have set their signatures hereunder,as of the date of the License and Service Agreement. MPC: Client: Medical Priority Consultants,Inc. City of Elgin,IL f by: by. its: E.V.P. its: 1 OF Et C, # § — City of Elgin Agenda Item No. October 5, 2001 G N TO: Mayor and Members of the City Council SAFE COMMUNITY FROM: Joyce A. Parker, City Manager SUBJECT: Purchase of Emergency Medical Dispatch Software from Medical Priority Consultants, Inc . PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider the purchase of emergency medical dispatch computer software from Medical Priority Consultants, Inc. BACKGROUND During the past three years, the 911 Board, Fire Department, and Police Department have been working with the EMS Project Medical Director at Sherman Hospital and EMS staff at Provena St . Joseph Hospital to plan an Emergency Medical Dispatch Program for implementation in the City' s 911 Emergency Communications Center. The program was implemented in the summer of 2001 . The EMD program that was adopted by the EMS Project Medical Director at Sherman Hospital is the Medical Priority Dispatch System (MPDS) by Medical Priority Consultants, Inc. The EMS Project Medical Director at Sherman Hospital is the sole authority for the Emergency Medical Services for the City of Elgin. The purpose of this memorandum is to request authorization to purchase the Medical Priority Dispatch System EMD computer software which will be used by our 911 dispatchers to handle emergency medical calls. The Medical Priority Dispatch System computer software is proprietary and may only be purchased from Medical Priority Consultants, Inc . , subsequently this is a sole source purchase. Currently our 911 personnel utilize flip cards which provide specific questions for caller interrogation and specific instructions for the patient . The software provides the 911 dispatcher with a computerized medical protocol system which they will use in place of the manual system. The software allows the eek Emergency Medical Dispatch Software October 5, 2001 Page 2 911 dispatcher to handle each medical emergency call in an more efficient and standardized manner. The software will also interface with the Computer Aided Dispatch System which will document the questions asked and answers given. This will improve the ability of the Emergency Medical Dispatch Coordinator to provide accurate quality assurance feedback to the 911 personnel in a timely manner. The MPDS Emergency Medical Dispatch protocol system is being used by area Fire Departments under the Emergency Medical System at Sherman Hospital in Elgin. The EMD program provides life-impacting care through the use of a uniform medically managed EMD protocol system. In implementing the program we have trained our 911 personnel to use the MPDS caller interrogation system and specific standardized medical protocols and instructions . Our 911 personnel are able to provide over-the-telephone medical assistance to a caller during the critical period between the time- we receive a 911 call and the arrival of a rescue unit at the scene . The dispatcher handles medical emergency calls and guides the caller through medically rib.' backed and approved instructions . These medical instructions range from giving instructions for CPR, or how to perform the Heimlich Maneuver, to assisting in the delivery of a baby. Our 911 personnel also are able to provide instructions for controlling bleeding, treating for shock, and maintaining an open airway. There are many different types of medical instructions that will be given over the telephone to people who have called 911 for emergency medical assistance . This is the kind of life saving information and over-the-telephone medical assistance the public has come to expect when they dial 911 for an emergency. GROUPS /INTERESTED PERSONS CONTACTED The 911 Emergency Telephone System Board; EMS Project Medical Director, Sherman Hospital; EMS Staff, Provena St . Joseph Hospital; City EMD Coordinator; Police Department; Fire Department . Pl\---FINANCIAL IMPACT The cost of the software is $29, 684 which includes ProQA call- taker software for 5 dispatcher workstations, 1 training "" workstation, 5 back-up workstations, training, technical support for one year, software updates, and AQUA quality assurance Emergency Medical Dispatch Software October 5, 2001 Page 3 software for the EMD Coordinator's workstation. This expenditure was approved by the 911 Board and can be paid for from the E911 fund account # 220-0000-791 . 92-47. LEGAL IMPACT 44[1.one. ALTERNATIVES The alternative to purchasing the computer software would be to utilize a manual flip-card system at each of the dispatcher workstations. This alternative however is not desirable because it would not provide computerized tracking and quality assurance processing of calls. RECOMMENDATION The 911 Board, Police Department, Fire department, and the EMS Project Medical Director at Sherman Hospital recommended the purchase of the MPDS Medical Priority Dispatch System computer software. It is recommended that the Mayor and City Council approve the purchase of the software from Medical Priority Consultants, Inc. at a cost of $29, 684 . Res ectfully submitted, Jo ce A. Parker City Manager yNNedical �t=Priority- 11-27-00 t39 E.SouthTemple,Ste.500 Salt Lake City,Utah 84111 USA Att: Mike Eckler, EMD Coordinator -rel:(901)363.9127 Elgin Police Dept. Fax:(901)363-9144 151 Douglas Ave. Elgin, IL. 60120 QUOTE: ProQA EMD Software 5 ProQA software CAD stations @ $2,900 each 14,500 1 ProQA training station 1,450 5 ProQA back up stations @ 695 each 3,475 Faircom server 970 ProQA ESP (Extended Service Plan) 2,914 ProQA on-site software training (2 days) 3,500 TOTAL ProQA software with training 26,809 AQUA Quality Assurance Software 1 AQUA software licensed station 2,500 AQUA ESP (Extended Service Plan) 375 TOTAL AQUA Software 2,875 TOTAL 29,684 *ESP provides unlimited telephone technical support for one year plus • free updates to the current software version. Signature /l (4..66,4,03 Cheryl Collins Director of Client Services Medical Priority Consultants, Inc. 139 E. South Temple Suite 500 Salt Lake City, Utah 84111 Telephone 1-800-363-9127 ext 135