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J-94-107
2/8/94
94- 70
RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENT(S) AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH MEDICAL `.
PRIORITY CONSULTANTS, INC., AT A COST NOT TO
EXCEED $70,000, TO IMPLEMENT THE MEDICAL
'
PRIORITY DISPATCH SYSTEM IN THE DEPARTMENT OF
FIRE -RESCUE, COMMUNICATIONS SECTION; f
ALLOCATING FUNDS THEREFOR, IN THE AMOUNT OF
$70,000, FROM THE ENHANCED 9-1-1 PROJECT
NO. 196002, INDEX CODE NO. 290461-340.
i
WHEREAS, the Department of Fire -Rescue is upgrading its
emergency medical call taking and dispatching procedures to meet
current national minimum standards for Emergency Medical
Dispatching Centers; and
WHEREAS, a properly implemented comprehensive Medical
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Priority Dispatching System ("MPDS") will maximize the efficiency
of human and material resources in the provision of quality,
effective and safe patient care; and
WHEREAS, Medical Priority Consultants, Inc., have followed
National Practice Standards as published by standard -setting
agencies such as: National Association of EMS Physicians,
American Society for Testing and Materials, American College of
Emergency Physicians, and the United States Department of
Transportation; and
WHEREAS, the implementation process provided by Medical
Priority Consultants, Inc., will include Quality Assurance
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Process Setup, Refresher Training, Initial Protocol
a .
Implementation, Response Implementation and Pro Quality Assurance
installation; and
WHEREAS, funds, in the amount of $70,000, to cover the
necessary expenses required for this Implementation Process are
available from the Enhanced 9-1-1 Project No. 196002, Index Code
No. 290461-340;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorized to
execute an agreement, in substantially the attached form, with
Medical Priority Consultants, Inc., at a cost not to 'exceed
$70,000, to provide the implementation of the Medical Priority
Dispatch System in the Department of Fire -Rescue, Communications
Section, at a cost not to exceed $70,000, with funds therefor, in
an amount not to exceed $70,000, hereby allocated from the
Enhanced 9-1-1 Project No. 196002, Index Code No. 290461-340.
Section 3. This Resolution shall become effective
immediately upon its adoption.
17thA
of February 1994.
PASSED AND ADOPTED this
EN P. CLA MAYOR
ATT
MATTY HIRAI
CITY CLERK
BUDGETA REIE
CA N R DIRECTOR
ICE DEPARTMENT
BUDGETARY REVIEW:
C . N ` DIRECTOR
DEPARTMENT F FIRE -RESCUE
PREPARED AND APPROVED BY:
RAF L'0. DItATTOR
DEP TY CITY N
APPROVED AS RM AND CORRECTNESS:
11 L�
A.Q N 0_ES,
04- '70
-3-
Comprehensive Advanced Medical Priority Dispatch System ("MPDS")
Training,Licensure, Implementation & Maintenance
CONSULTING AGREEMENT
by and between:
City of Miami Fire, Rescue & Inspection Services Department
and
Medical Priority Consultants, Inc.,
a corporation duly incorporated
in the State of Utah and located in Salt Lake City
WHEREAS, the City of Miami Fire, Rescue & Inspection Services Department (hereafter
"the DEPARTMENT") seeks to provide efficient, effective and comprehensive medical
priority dispatch services to its citizens; and
WHEREAS, the Department has invited Medical Priority Consultants, Inc. (hereafter
"CONTRACTOR") to provide certain services to the DEPARTMENT for the purpose of
helping the DEPARTMENT provide such efficient, effective, and comprehensive
medical priority dispatch services and, in response to such invitation, CONTRACTOR
has submitted a comprehensive implementation plan and definition of Work and Services
to provide such comprehensive medical priority dispatch services to the DEPARTMENT, -
which is attached hereto and made part of as Exhibit "A" to this Agreement; and
WHEREAS, CONTRACTOR's services are professional and noncompetitive in nature;
and
WHEREAS, CONTRACTOR is a skilled and experienced consulting firm specializing
in medical priority dispatching services, and has developed the Medical Priority Dispatch
System (MPDS), including the development,design, implementation, operation and
maintenance of MPDS Protocols; the training of personnel in the proper use of such
systems and protocols; the implementation of comprehensive Quality Assurance
Programs and the establishment of Oversight Committees and Training Networks to
maintain competent medical dispatching personnel; the administration of a national -level
professional certification program for EMDs and in the development and implementation
of advanced and improved MPDS Protocols on a timely basis;
NOW, THEREFORE, for and in consideration of the Compensation, and of the Terms
and Conditions of this Agreement, the undersigned Parties hereby mutually agree as
follows:
V
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li\ A JVjK%i X%LU 1 A 1 AwI
l.a Interpretation.
Whenever used in this Agreement or in the Exhibits to
this.Agreement the following terms shall, when capitalized, be used as defined terms and
shall have the defined meaning specified below:
i)
EMD: Emergency Medical Dispatcher
ii)
EULA: End User License Agreements (and their accompanying
Policies and Procedures), whereby CONTRACTOR
licenses end -users to use its "MPDS Protocol Cards"
and "MPDS Software" (both as defined hereafter). As
used in this Agreement the term EULA refers to both
end -user license agreements between the
DEPARTMENT and CONTRACTOR, whether for cards
or software.
iii)
MPDS: CONTRACTOR's Comprehensive Medical
Priority Dispatch System". in whatever language, form
or format it may exist including, without limitation,
"MPDS Protocols," "MPDS Protocol Cards" and
"MPDS Software" (all as defined hereafter); together
with its related programs for EMD Training and
certification, Quality Assurance and Risk Management
iv)
MPDS Protocol Cards:
The manual version of the MPDS Protocols (as defined
hereafter) in whatever edition it may exist, printed on
cards and provided with a flip file. The current edition
of the MPDS Protocol Cards is the Advanced MPDS'
v)
MPDS Software:
The computerized version of the MPDS Protocols and
quality assurance modules in whatever edition it may
exist, consisting of software Programs on whatever
media they may be encoded. The current edition of the
MPDS software is the MPDS ProQA Software.
vi)
MPDS Protocols:
An organized system of Key Questions, Response
Determinants, Treatment Sequence Protocols,
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viii) Work and Services:
�. The specific obligations of CONTRACTOR specified
in exhibit A to this Agreement.
Lb Exhibits. The following Exhibits, which will be referred to herein as
indicated immediately below, are attached to and made part of this Agreement by this
reference:
i) Exhibit A: Comprehensive Implementation Plan for the WDS and
Definition of Contractor's Work and Services
ii) Exhibit B: Disbursement of Contractor's Compensation
iii) Exhibit C: Schedule and Payment Summary for the WDS
Implementation Plan
iv) Exhibit D: The EULA for WDS ProQA Software and its
accompanying Policies and Procedures for WDS use
and maintenance under the EULA
SECTION 2.
DEFINITION OF TASKS & ALLOCATION OF COMPENSATION.
2.a Fees. In consideration of aggregate payments to be made by the
DEPARTMENT to CONTRACTOR of $70,000.00, CONTRACTOR shall provide the
Work and Services specified in Exhibit A. That amount of $70,000.00 shall be paid as
provided in the Disbursement of Contractor's Compensation, which is attached hereto
and made part hereof as Exhibit B to this Agreement.
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Consulting Agreement
By and Between MPC and Miami FiraRescue
: 2.b EMD Trainer Development. CONTRACTOR shall provide specialized
EMD trainer instruction and NAEMD recognized trainer certification to up to four (4)
ALS trained individuals selected by the Department, who meet NAEMD prerequisites
and who have met the prerequisite of successfully completing the basic EMD course and
auditing two (2) additional EMD courses. Each EMD Instructor candidate shall then be
required to team -teach one (1) EMD course with an already certified instructor. Finally,
each END Instructor candidate shall be required to teach one (1) EMD course while
being observed by an NAEMD certified Master Instructor who shall attest to the
candidate's competency as an EMD Instructor prior to final CONTRACTOR
authorization and NAEMD certification.
Under the terms of this Agreement, EMD trainer authorization by the
CONTRACTOR shalt be valid only in the DEPARTMENT and for the training of its
employees. In no case shall EMD trainer authorization be valid outside the
DEPARTMENT, without the expressed, prior written permission of the CONTRACTOR.
Subsequent to the execution of this agreement selected EMD trainers candidates shall be
required to sign individual Confidential Disclosure and Non -competition Agreements
with CONTRACTOR.
Under the terms of this Agreement the DEPARTMENT shall be required to
notify CONTRACTOR whenever an EMD course is to be taught by its authorized EMD
trainers. Communications Center employee enrolled in such EMD courses shall be
required to purchase the standard EMD Course Manual from CONTRACTOR and to
apply for NAEMD certification.
2.c MPDS Software Implementation In cooperation with Miami's Department
of Computers, CONTRACTOR shall install a working English/Spanish version of
CONTRACTOR's MPDS ProQA Software in the DEPARTMENT's Communications
Center. The DEPARTMENT shall be responsible for computer hardware and software
purchases that will allow for installation of the ProQA.
2.c.1 The current known hardware and software requirements ProQA
installation are as follows:
1. One IBM PC (or compatible) for each dispatch work station (2
call -taker stations, 2 radio dispatch stations, 1 supervisor station and 1
Fire Command station). The IBM PC shall meet the following
specifications:
a) 80386 25 MHz (80486 DX 25 MHz preferred)
b) 4 MB RAM
c) 40 MB Hard Disk
d) VGA Monitor
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Cayultina Agreement
By and Between MPC and Mimi Fire -Rescue
2. One IBM PC (or compatible) server which meets the following
specifications:
a) 80486 DX2 66 MHz
b) 8 MB RAM
c) 5 MB + 1.5 kB per each EMS incident of Hard Disk storage
3. Network interface and software (Novell Preferred) for each work
station and file server.
4. Software terminal emulator compatible with UNISYS mainframe
terminals, capable of communicating information between ProQA and
Computer Aided Dispatch (CAD) Software.
2A CONTRACTOR Not to Subcontract Without Anaroval. None of
CONTRACTOR's Work or Services hereunder may be subcontracted by CONTRACTOR
to any subcontractor without the prior, written consent of the DEPARTMENT, which
shall not be unreasonably withheld. Any of CONTRACTOR work or service so
subcontracted shall be performed pursuant to a subcontract agreement which the
DEPARTMENT shall have the right to review and approve prior to its execution by
CONTRACTOR. Any such subcontract shall specify that the CONTRACTOR and the
subcontractor. shall be subject to every provision of this Agreement. Notwithstanding any
such subcontract, CONTRACTOR shall remain liable to the DEPARTMENT for all
CONTRACTOR's Work and Services required hereunder.
2.e CONTRACTOR Not to Assign Without Approval. CONTRACTOR shall
not assign any interest in this Agreement and shall not transfer any interest in the same,
whether by assignment or novation, without the prior written consent of the
DEPARTMENT, provided,. however, that the claims for money due or to become due to
CONTRACTOR from the DEPARTMENT under this Agreement may be assigned to a
bank, trust company, or other financial institution. Notice of any such assignment or
transfer of the claims for money due or to become due shall be furnished promptly, after
the fact, to the DEPARTMENT, but the DEPAR'TMENT's prior approval shall not be
required.
SECTION 3.
SCHEDULE OF WORK AND SERVICES.
The Work and Services specified in Exhibit A are to be performed by
1 CONTRACTOR, as provided in Section 2, for the implementation of the MPDS in the
` DEPARTMENT. The Parties may by prior written mutual consent, without additional
costs to the DEPARTMENT, change the order of execution of CONTRACTOR's Work
y . and Services.
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94- '70
SECTION 4.
ACCEPTANCE OF CONTRACTOR's WORK AND SERVICES & THE
DEPARTMENT's APPROVAL.
4.a Acceptance of Work and Services. CONTRACTOR shall submit periodic
progress reports ("Report" or "Reports"), which shall include notice of completion of
Work and Services specified in Exhibit A, regarding the MPDS implementation. Within
30-days after CONTRACTOR's submission to the DEPARTMENT of each Report, the
DEPARTMENT will have authority to withhold approval of CONTRACTOR's Work and
Services performed since the previous Report (or, in the case of the first Report, of
CONTRACTOR's Work and Services performed since the beginning of the term of this
Agreement), by notifying CONTRACTOR, in writing, of the DEPARTMENT's
reasonable motives for withholding such approval.
Any such notice shall specify in detail, CONTRACTOR's Work and Services
required pursuant to Exhibit A that have not been performed in conformity with Exhibit
A (the "Subject Work and Services" I together with what CONTRACTOR must do to
remedy these particulars to the DEPARTMENTs reasonable satisfaction and acceptance,
in accordance with this Agreement. The DEPARTMENT shall be deemed to have
accepted CONTRACTOR's Subject Work and Services unless it shall have given such
timely, written notice to CONTRACTOR.
In the event that such notice is given, then:
i) CONTRACTOR shall have 45-days after CONTRACTOR's receipt of any such
notice to satisfy the DEPARTM ENT's reasonable requirements and report the results to
the DEPARTMENT in writing. Such report shall be an "Amended Report." The
DEPARTMENT shall then have 10-days after receipt of any such Amended Report to
continue to withhold approval of Subject Work and Services by notifying
CONTRACTOR, in writing, of the DEPARTN ENT's reasonable motives for withholding
such approval. Any such notice shall specify in detail, CONTRACTOR's Subject Work
and Services required pursuant to Exhibit A that have still not been performed in
conformity with Exhibit A, together with what CONTRACTOR must do to remedy these
particulars to the DEPARTMENT's reasonable satisfaction and acceptance, in
accordance with this Agreement. The DEPARTMENT shall be deemed to have accepted
CONTRACTOR's Subject Work and Services reported -in the Amended Report unless it
shall have given such timely, written notice to CONTRACTOR.
ii) The DEPARTMENT shall be entitled to retain only the portion of the fees not
Consulting Agreement
By and Between MPC and Miami FlmRescue
s
iii) .Giving of such notice of the DEPARTMENT's withholding of approval of
CONTRACTOR's Subject Work and Services as provided in this Subsection 4.a shall not
relieve the CONTRACTOR from its obligation to perform the rest of the Work and
Services specified in Exhibit A, although the scheduling of same may need to be adjusted
by the mutual written consent of both CONTRACTOR and the DEPARTMENT in order
for CONTRACTOR to meet the DEPARTMENT's requirements pursuant to Section
4,a.i, and both Parties agree to cooperate in reasonably expediting such consent:
4.b NAEMD'Accreditation. CONTRACTOR, during its final site visit, shall
evaluate the DEPARTMENT's comprehensive MPDS for correct functioning of the
dispatchers, management and administration of the MPDS, as well as adherence to
acceptable levels of protocol compliance. CONTRACTOR shall assist the
DEPARTMENT in obtaining NAEMD accreditation of the DEPARTMENT as an EMD
Center of Excellence if the full process has been correctly implemented and all NAEMD
"requirements have been met.
SECTION 5.
TERM,&TERMINATION.
i
S.a Term. The Term of this Agreement shall be 12 months from the date of the
execution of this Agreement by the Parties, provided that upon the termination date of
this Agreement, CONTRACTOR shall have executed all Work and Services performed
hereunder to the reasonable satisfaction of the DEPARTMENT, unless such
non -execution of CONTRACTOR's Work and Services are attributable to the
DEPARTMENT.
S.b Termination of Agreement for Cause.
5.b.1 If CONTRACTOR shall, in a material way and due to
CONTRACTOR's negligence or any cause within CONTRACTOR's control, fail to fulfill
CONTRACTOR's obligations under this Agreement in a timely and proper manner, or
violate any of the terms or covenants of this Agreement, then the DEPARTMENT shall
have the right to give written notice to CONTRACTOR of the DEPARTMENT's intent to
exercise its right to terminate this Agreement for cause. Any such written notice shall
specify the cause(s) for such termination, and CONTRACTOR shall have 45 calendar
days from receipt of any such notice, to reasonably remedy the DEPARTM ENT s
complaint, CONTRACTOR's failure to reasonably remedy the DEPARTMENT's
complaint within such'45-day period shall result in the DEPARTMENT's right to
terminate this Agreement for cause at the end of such 45-day period. In the event that the
DEPARTMENT elects to exercise its right to so terminate for cause, CONTRACTOR
shall be entitled to equitable pro -rats compensation for Work and Services satisfactorily
completed hereunder, and all finished or unfinished non-proprietary documents, data, and
1
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T"iG42;1,�"��!, ��',. �: V3ri5 h! l.F: fl;,:: i .., .:,.:: r• e.... ..5'n ...:. ...
Consulting Agreement
By and Between MPC and Mland Ftro-Rercue
reports prepared by CONTRACTOR under this Agreement shall, at the option of the
DEPARTMENT, become the DEPARTMENT's property. In such a case, should the
amount already paid to CONTRACTOR exceed the equitable pro -rats compensation for
Work and Services satisfactorily completed hereunder, the CONTRACTOR shall
promptly reimburse such excess to the DEPARTMENT and, conversely, should the
pro-rata compensation for Work and Services satisfactorily completed hereunder be less
than the amount already paid to CONTRACTOR, the DEPARTMENT shall promptly
pay the difference to CONTRACTOR. Further, in event of such termination, if
CONTRACTOR's failure to cure a CONTRACTOR breach of this Agreement results in
the, legal award of monetary damages to the DEPARTMENT by CONTRACTOR, then
the DEPARTMENT may offset the legally determined amount of such damages against
any unpaid balances owed by the DEPARTMENT to CONTRACTOR under this
Agreement.
5.42 If the DEPARTMENT shall, in a material way and due to the
DEPARTMENT's negligence or any cause within the DEPARTMENTS control, fail to
fulfill the DEPARTMENT's obligations under this Agreement in a timely and proper
manner; or violate any of the terms or covenants of this Agreement; and/or of the EULA,
then CONTRACTOR shall have the right to give written notice to the DEPARTMENT of
CONTRACTOR's intent to exercise its right to terminate this Agreement for cause. Any
such written notice shall specify the cause(s) for such termination, and the
DEPARTMENT shall have 45 calendar days from receipt of any such notice, to
reasonably remedy CONTRACTOR's complaint. The DEPARTMENI"s failure to
reasonably remedy CONTRACTOR's complaint within such 45-day period shall result in
CONTRACTOR's right to terminate this Agreement and/or the EULA for cause at the
end of such 45-day period. In the event that CONTRACTOR elects to exercise its right to.
so terminate this Agreement for cause, CONTRACTOR shall, subject to Subsection
4.a(i) and 4.a(iiJ be entitled to equitable pro-rata compensation for Work and Services
satisfactorily completed hereunder, together with a $25,000.00 termination fee, and all
finished or unfinished non-proprietary documents, data, and reports prepared by
CONTRACTOR under this Agreement shall, at the option of the DEPARTMENT,
become the DEPARTMENT's property, and in the event that CONTRACTOR elects to
exercise its right hereunder to so terminate the EULA, the conditions and consequences
of such termination are as indicated in the EULA.
5.b.3 Subject to Section 7.b any relief provided herein for breach of the
provisions of this Agreement shall be in addition to, and shall in no way limit the Party
terminating for cause from pursuing whatever other legal rights for relief which it deems
appropriate under the circumstances.
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a termination fee of$25;000.00, in addition to full payment of all amounts owing and
payable for Work.and Services completed hereunder, and pro -rate fees due for Work and
Services in process hereunder at the time of such termination without cause. In addition,
termination of this Agreement by the DEPARTMENT without cause shall give
CONTRACTOR the option and right to terminate the EULA simultaneously.
5.d EULA. The EULAs shall survive the tern of this Agreement, unless the
EULAs are specifically terminated, as provided in Subsections 5.b.2 and 5.c.
SECTION 6.
COMPLIANCE WITH LAWS & POLICIES.
6.a Compliance With Laws. In performing CONTRACTORs Work and
Services and. other obligations under this Agreement, CONTRACTOR shall comply with
all applicable statutes, ordinances, regulations and rules of the the City of Miami and the
State of Florida.
6.b Insurance. CONTRACTOR shall secure worker's compensation
insurance, public liability insurance, and other insurance which CONTRACTOR and the
DEPARTMENT may mutually determine to be appropriate to carry out the provisions of
this Agreement. Such insurance may not be changed or cancelled unless both
CONTRACTOR and the DEPARTMENT are notified in writing no less than thirty (30)
days prior to such change or cancellation.
SECTION 7.
LIMITS OF LIABILITY & SOLE REMEDY AND ALLOCATION OF RISK.
7.a Force Maieure. CONTRACTOR shall not be liable nor deemed to be in
default hereunder, due to any delay, interruption or failure in the performance of its
work, services or other obligations hereunder caused by strikes or other labor disputes,
riots, or.other public disorders, or resulting directly or indirectly from governmental or
legal regulations or prohibitions, fire or other casualty, electrical or hardware mechanical
failure, force majeure or any other causes beyond CONTRACTOR reasonable control.
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7.c Sole and Exclusive Remedy and Liability. The DEPARTMENT"s and
CONTRACTOR's sole and exclusive remedy and sole and exclusive liability are as set
forth in this Agreement; in Exhibit A to this Agreement; and in the EULA (relative to the
DEPARTMENT's licensed use of the MPDS Protocol Cards and Software). All terms and
conditions contained herein, in Exhibit A to this Agreement and in the EULA define a
mutually agreed -upon allocation of risk. The fees to be actually paid hereunder reflect
such allocation of risk.
SECTION 8.
HOLD HARMLESS.
8.a Hold Harmless. Within the limits specified in Subsection 7.b,
CONTRACTOR shall indemnify, protect and save the DEPARTMENT harmless from
any negligent acts, errors, or omissions of CONTRACTOR, as relating to
CONTRACTOR's professional consulting services hereunder, but not pertaining to the
DEPARTMENT's licensed use of the MPDS under the EULA, for losses, claims,
expenses, actions, causes of actions, damages, and obligations, financial or otherwise,
arising from CONTRACTOR's performance hereunder (or that of its agents, employees,
or invitees) that directly results in injury to persons or physical damage to property.
8.b Exception. It is expressly understood and agreed by the DEPARTMENT,
however, that CONTRACTOR does not guarantee, indemnify nor shall CONTRACTOR
hold the DEPARTMENT ENT harmless relative to any use whatsoever by the
DEPARTMENT and its employees of the MPDS, either during or after MPDS
implementation hereunder, except as specifically provided in the EULA.
CONTRACTOR shall not be held to any liability or expense for any damages suffered or
incurred by the DEPARTMENT, including general, special, or consequential damages or
lost profits that may arise from the failure on the part of the DEPARTMENT, its agents
and employees to maintain and operate the MPDS in accordance with the
CONTRACTOR's procedures, training, recommended modifications and operating
protocol.
j This Subsection 8.b also constitutes CONTRACTOR's formal written request
II to the DEPARTMENT, urging the DEPARTMENT to obtain formal approval from the
DEPARTMENTS medical control authority, or from within the emergency medical
services region or the State of Florida, if that be appropriate, for the use of the MPDS,
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The License Agreements forming part of the EULAs between the
DEPARTMENT and CONTRACTOR shall entitle the DEPARTMENT to use the MPDS
Cards and Software. It shall further provide for the maintenance of the MPDS Cards and
Software.
SECTION 10.
COOPERATION IN THE EVENT OF LAWSUIT.
Upon the DEPARTMENT's request, CONTRACTOR shall cooperate with the
DEPARTMENT in its defense of any cause of action filed against the DEPARTMENT,
its a ents or employees,and/or arising out of the correct use and operation of the N TDS,
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including but not limited to the use of any relevant research and evaluation materials and
results concerning the MPDS or the Work and Services to be performed by
CONTRACTOR under this Agreement. The DEPARTMENT shall pay
CONTRACTOR's standard fees and expenses for any depositions, appearances or related
j activities for the purpose of giving expert testimony or of providing significant consulting
time on such matters hereunder, all at CONTRACTOR's then -current rates for same.
SECTION 11.
REPORTS, INFORMATION & AUDITS.
CONTRACTOR shall furnish the DEPARTMENT with Reports pertaining to
the Work and Services to be performed by CONTRACTOR pursuant to this Agreement,
the costs and obligations incurred or to be incurred in connection therewith, and any
! other matters covered by this Agreement, all in accordance with the Comprehensive
Implementation Plan for the M[PDS and the Schedule and Steps for the Completion of
Contractor's Work and Services as specified in Exhibits A and C hereof.
" 9 4
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„
Comutting Agreement
By and Between MPC and Miami Fire -Rescue
SECTION 12.
NO CONFLICT OF INTEREST.
No officer, employee, or agent of the DEPARTMENT, who exercises any
functions or responsibilities in connection with the planning and carrying out of EMD
operations in the DEPARTMENT, nor any immediate family member, close business
associate, or organization which is about to employ any such person, shall have any
personal financial interest, direct or indirect, in Medical Priority Consultants, Inc. or in
this Agreement, and CONTRACTOR shall take appropriate steps to assure compliance.
SECTION 13.
OWNERSHIP RIGHTS.
Ownership rights, patents, and copyrights to all systems, protocols, programs,
manuals, forms, derivatives (including translations) and development work related in any
way to or, forming part of the MPDS shall remain with CONTRACTOR, and the
DEPARTMENT acknowledges that it is a Licensee of the MPDS. The DEPARTMENT
shall have no rights to transfer, encumber, or assign the MPDS, and, subject to
Subsection 15.1, the DEPARTMENT agrees to not disclose to any other party details of
these systems, protocols, programs, manuals, forms, software, derivatives (including
translations) or development work without the express, prior written consent of
CONTRACTOR. Nothing in this Agreement means or shall be interpreted to mean that
CONTRACTOR transfers ownership in or to any of its proprietary information or
intellectual property to the DEPARTMENT. These provisions are in addition to, not in
the place of, similar provisions in the EULA.
SECTION 14.
PROGRAM MAINTENANCE.
CONTRACTOR, according to the terms of the EULA, shall provide
professional and technical assistance in the ongoing development and enhancement of
the comprehensive MPDS in the following ways:
i) Continuing Support:
CONTRACTOR, through its medical control physicians and expert staff,
shall, once the MPDS implementation is complete, provide future technical assistance for
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all aspects of the MPDS as is reasonable.
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CONTRACTOR, through its medical control physicians and staff, shall
continue to, review for the DEPARTMENT, and to approve future in0 difications to the
response protocols, for medical -legal soundness and as necessary, consistent with the
maintenance provisions included in the EULA.
iii) System Maintenance:
CONTRACTOR shall, as specified in the EULA, provide the latest
improvements to'M[PDS Protocol Cards and Software. Such maintenance is required to
insure that the N4PDS is kept current for standard -of -care and medical -legal reasons.
iv) Trainer Updating and Recertification:
CONTRACTOR shall provide to the DEPARTMENTs EMD trainers timely
updates to all WDS training materials. CONTRACTOR shall assist the DEPARTMENT
in ensuring that, during the term of this Agreement, said EMD trainers meet the
requirements for certification as EMD trainers by the National Academy of Emergency
Medical Dispatch (NAEMD).
v) NAEMD Accreditation:
CONTRACTOR shall assist the DEPARTMENT in maintaining NAEMD
accreditation of the DEPARTMENT as an Emergency Medical Dispatch Center of
Excellence if all NAEMD requirements are maintained.
The DEPARTMENT agrees to replace the now current edition of the M[PDS
Protocols with any new edition that may be issued within the next (6) years at the then
'NT agrees to continue to maintain NAEMD
catalogue price. In addition, the DEPARTMENT
EMD trainer certification for its (remaining or replacement) EMD trainers for a like
period of six (6) years. For these considerations, CONTRACTOR agrees to automatically
extend all provisions of this Section 14, together with extended maintenance provisions
under the EULA, to the DEPARTMENT for the period of time between each new
edition.
SECTION 15.
GENERAL CONDITIONS.
15.a Currency. All dollar amounts referred to in this Agreement or in the attached
Exhibits shall be in U.S. dollars.
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Consulting Agreement
By and Between MPC and Mtaml Fire -Rescue
15.b Successors to the Agreement. This Agreement shall be binding and inure to
the benefit of the successors and permitted assignees of the Parties.
15.c Severability. In the event that any provision of this Agreement is declared or
determined to be invalid underapplicable law, or unconstitutional, said provision shall be
limited or construed as necessary to render it enforceable and valid, or if necessary, such
provision shall be severed from this Agreement and any declaration of its invalidity shall
not affect, in any manner, the legality of the remaining provisions, and each provision of
the Agreement shall be and is deemed to be separate and severable from each other
provision.
15A Notices. All notices required or permitted by this Agreement shall be in
writing and sent by letter, telefax, or cable or delivered by hand to the receiving Parties,
as follows (or to such other substitute address as the recipient may from time to time
specify in writing):
MPC DEPARTMENT
Attn: I William Lloyd Attn: Chief C.A. Gimenez
Executive Vice -President Director, Dept. of Fire, Rescue &
Medical Priority Consultants, Inc. Inspection Services
139 E. South Temple, Suite 600 275 NW 2nd Street
Salt Lake City, Utah 84111 Miami, FL 33128
15.e 'Waiver. The waiver of any term under this Agreement by either Parties is not
a waiver of any other term or the waiver of this same term at any other time.
151 Disclaimer and limitations of liability.
i) CONTRACTOR makes no warranty not expressly set forth in this
Agreement. CONTRACTOR disclaims any implied warranties of
'
merchantability, or fitness for a particular purpose.
ii) CONTRACTOR shall not be liable for any consequential or indirect
I%
loss or damages (whether in contract, tort or otherwise), of whatsoever
E
nature, including (without limitation) loss of profit, loss of contract,
_
loss of operation time, loss of data, loss of use of any equipment or
I.
process or any other form of loss whatsoever (whether or not similar to
some or any of the foregoing) suffered or incurred directly or
}
indirectly by the DEPARTMENT or any other person.
15.g Headings. The headings used in this Agreement are used for convenience and
shall not be used to construe or interpret the substance of this Agreement.
94— 70
a.
7 Consulting Agreement
By and Between MPC and Mlam1 Flm-Reueae
15.6 Attorney's fees. In the event an action, including arbitration, is brought to
enforce any. provision or. declare a breach of this Agreement, the prevailing Parties shall
be entitled, in addition to other amounts awarded, to reasonable legal costs, including
attorney's fees incurred thereby.
15.i Governing law and forum. This Agreement shall be governed by the laws of
the State of Florida and any federal laws of the United States of America applicable
therein, except for the EULA which shall be governed by the laws of the State of Utah
and the federal laws of the United States of America applicable therein.
15.j Integration. Both Parties acknowledge by their signatures that each has read
this Agreement and understands it, and that this Agreement, together with its attached
Exhibits, constitutes the entire Agreement between CONTRACTOR and the
DEPARTMENT. Both Parties agree that this Agreement supersedes all proposals and any
prior agreements, oral or written, and all other communications between the Parties
relating to the subject matter of this Agreement, and that no representation or statement
not contained herein shall be binding upon the Parties. Variance from the terms and
conditions of this Agreement in any purchase order or other document from the
DEPARTMENT shall be of no effect unless expressly accepted in writing by
CONTRACTOR. This Agreement may not be amended, except by written instrument
signed by authorized representatives of both Parties.
15.k Execution and counterparts. This Agreement may be executed in duplicate
originals but all such duplicate originals shall constitute one and the same Agreement.
The persons signing below represent that they are duly authorized to execute this
Agreement on behalf of the Parties from whom they are signing.
15.1 Confidentiality. The terms and conditions of this Agreement have been
customized to the mutual satisfaction and benefit of the Parties hereto, and they are
neither dependent upon, nor relevant to the terms and conditions of similar contracts
either Party may have agreed to in the past, or may agree to in the future with any third
party. Both the DEPARTMENT and CONTRACTOR acknowledge that the terms and
conditions of this Agreement (specifically including, without being limited to, details of
the Work and Services and payment schedules, deliverables and fees, costs and other
payment arrangements, etc.) are confidential between the Parties hereto, and that either
Party disclosing same to third parties could work to the detriment of the other Party.
Consequently, the DEPARTMENT and CONTRACTOR agree that during the
k: term of this Agreement, and during a period of five (5) years following completion or any
termination thereof, that each Party hereto shall keep the terms and conditions of this
i Agreement confidential within the limits of applicable laws, and not to disclose them to
any third party without the express, prior, written consent of the other Party to this
i Agreement.
i
i
! 94- '70
F
i`i+t s
Ji
Y
r
Coasuiiing Agreement
By and Between MPC and Miami Fire -Rescue
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Notwithstanding anything in this Subsection 15.1 to the contrary, it is
recognized that the DEPARTMENT's normal procedures shall require disclosure of this
Agreement to various government agencies and employees of the DEPARTMENT. The
z
DEPARTMENT agrees to exercise due diligence to inform any such agencies and
employees of the DEPARTMENT's obligations under this Subsection 15.1, and to enforce
the DEPARTMENT's obligations of confidentiality hereunder with any such agencies
and employees.
�[
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representatives.
Accepted and Agreed:
MEDICAL PRIORITY CONSULTANTS, INC: CITY OF MIANII:
By: Scott Hauert, V.P. By
Name: Name:
Title:Title:
-
Date: 'Peel,l� Date:
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a4_ 70
a
Attached to Consulting Agreement
by and between Medical Priority Consultants, Inc. and the Miami Department of
Fire, Rescue & Inspection Services (hereafter "the DEPARTMENT"):
COMPREHENSIVE IMPLEMENTATION PLAN FOR THE MEDICAL
PRIORITY DISPATCH SYSTEM AND DEFINITION OF CONTRACTOR'S
WORK AND SERVICES
At the request of the DEPARTMENT, CONTRACTOR has studied the emergency
medical dispatch system in place in the DEPARTMENT and has also taken cognizance
of the goals and objectives with respect to the improvement of the emergency medical
dispatch system and, as a result thereof, has received approval from the DEPARTMENT
for the MPDS implementation plan specified in this Exhibit A.
To accomplish the goals and directives of the DEPARTMENT, the following plan of
action and related work and services proposed by CONTRACTOR shall be utilized for
the implementation of its Advanced Medical Priority Dispatch System ("MPDS") and it's
natural accompanying accouterments.
Due to the demand of the DEPARTMENT that its goals and directives with respect to
the improvement of its emergency medical dispatch system be rapidly achieved and
implemented, CONTRACTOR acknowledges that the DEPARTMENT may request
CONTRACTOR to change the order of execution of Contractor's plan of action for the
implementation of the MPDS. CONTRACTOR will use its best efforts to accommodate
the DEPARTMENT in that respect.
As part of its plan of action CONTRACTOR proposes that several oversight
committees be established and that they be staffed with persons having certain technical
skills or holding certain positions in the DEPARTMENT's EMS and Communications
Divisions. However, CONTRACTOR and the DEPARTMENT may jointly modify the
composition of such committees. The DEPARTMENT agrees to utilize this oversight
committee management process for implementing and maintaining the MPDS.
1. Phase I: System Evaluation- Completed
2. Phase II: System Set-up and Preparatory
2.1 Medical Control and Management Seminar: CONTRACTOR shall conduct a
one (1) day MPDS National Executive Certification Course for persons appointed to the
MPDS Steering Committee and other employees designated by the DEPARTMENT.
70
d :
Eiddbit A
• Attached to Consulting Agreement by and between Medical Priority Consultants and
the Miami Department of Fine, ttescue and Inspection Services
2.2 Oversiebt Committee Formation and Participation: The DEPARTMENT
r. shall establish the MPDS Steering Committee, the Medical Dispatch Review Committee
(" MDRC") and the MPDS Quality Assurance Unit ("QAU"). The CONTRACTOR shall
assist 'in the formulation of the'MPDS Steering Committee, the MDRC and the QAU.
CONTRACTOR representatives shall participate in the regularly scheduled monthly
meetings of the MDRC and the meetings of the MPDS Steering Committee which shall
coincide with CONTRACTOR's on -site visits.
. 2.3 MPDS Steering Committee: The MPDS Steering Committee shall consist of
upper management decision makers for the emergency medical dispatch system and
includes the medical director, chief of dispatch operations, a deputy or assistant
responsible for dispatch operations, the head of the Quality Assurance Unit, a
representative of line dispatch and management representatives of emergency medical
services provider agencies, as well as a reasonable number of other individuals that the
DEPARTMENT may desire to be on this MPDS policy -making body. Temporary
members shall be the MPDS implementation project coordinator as designated by the
DEPARTMENT, and consultants designated by CONTRACTOR.
The MPDS Steering Committee shall normally meet quarterly but, during the initial
MPDS implementation, may need to meet monthly or at specified times to coincide with
consultants visits and approve recommendations made during the implementation. After
completion of the implementation period, the long term schedule for meetings shall be
quarterly, after program certification.
The CONTRACTOR shall coordinate all training and evaluation phases of this
program with the MPDS Steering Committee. All communication between the two
Parties shall be conducted in writing. Any changes in the proposed program shall be
agreed to by the MPDS Steering Committee in writing. Any additional services to be
provided by the CONTRACTOR that will result in bill back to the DEPARTMENT shall
only be approved after submission in writing of the proposed services, the itemized
expenses associated with these services and the issuance of an official change order or
amendment to this Agreement.
2.4 Medical Dispatch Review Committee (MDRC): The MDRC shall consist of
EMS and operations administrative and supervisory personnel, Quality Assurance Unit
personnel, line dispatch personnel, and technical advisors designated by
CONTRACTOR. This committee oversees and evaluates all functions of quality
j assurance, including case review, Continuing Dispatcher Education ("CDE"), and system
study and makes formal recommendations for program processes, protocol compliance
} enhancement, and potential policy revision to the MPDS Steering Committee for final
i approval. The MDRC shall meet on a regular monthly schedule.
i .2.5 Quality Assurance Unit (QAU): The Quality Assurance Unit shall, ideally,
consist of a minimum of two ALS trained individuals involved in on-line case review,
data evaluation, and feedback reporting, and who make ongoing recommendations based
t
94- 70
li
t
NMI
Esti►bit A ;
Attached to Consulting Agreement by and between Medical Priority Consultants and
the Natal Department of Fire, Rescue and Inspection services
' on their findings to the MDRC for evaluation and action. CONTRACTOR shall assist
those individuals in the QAU in on-line case review, data evaluation, feedback reporting,
and shall assist in the development of recommendations based on QAU findings to the
MDRC for evaluation and action. The DEPARTMENT recognizes that it is essential that
sufficient human resources be committed to the initiation of the QAU to perform the
work necessary to support the above elements.
2.6 Ouality Assurance: The CONTRACTOR shall develop and implement a
quality assurance program geared specifically for the DEPAR'TMENT's requirements.
This program shall be formulated and initiated by the CONTRACTOR to assure the
medical and legal well-being of the MPDS to be implemented by CONTRACTOR. The
CONTRACTOR shall include members from all levels of the DEPARTMENT'S
emergency medical dispatch program in the development and administration of a quality
assurance program. The DEPARTMENT agrees to provide for the commitment of (2)
individuals, trained to the ALS level, who will be dedicated to the performance of
quality assurance and training tasks.. CONTRACTOR shall provide a quality assurance
data base for gathering and reporting of case evaluation data.
2.7 Ouality Assurance Program Overview: The CONTRACTOR, during the term
of the Agreement, shall provide appropriate assistance to the DEPARTMENT'S
personnel to establish an emergency medical dispatch Quality Assurance program and
maintain the program as an ongoing method of evaluation. The CONTRACTOR shall
assist in the review and/or development of the elements of this program during the
appropriate implementation and aid the DEPARTMENT's (or its designee's) personnel
in evaluating current programs or establishing and continuing programs for:
*Dispatcher selection processes
-Advanced MPDS orientation and training programs
*Advanced MPDS data generation
*Advanced MPDS case review mechanisms
*Advanced MPDS performance review mechanisms
*Medical control and management
*Risk management
*Continuing dispatch education programs
•Certification
-Recertification
eRevocation or suspension of certification processes
Public education and awareness programs
2.8 EMD Medical Control: CONTRACTOR shall continue to assist in the
development of EMD Medical Control by evaluating the roles and responsibilities of the
medical director or equivalent, and appropriate dispatch -related committee involvement.
CONTRACTOR shall continue to assist in the enhancement and, if necessary,
j modification of EMD Medical Control throughout the Term of the Agreement.
94 70
Exhibit A
w
Attached to Consulting Agreement by and between Medical Priority Consultants and
the Miami Department of Fire, Rescue and Inspection Services
4
3. Phase III: EMD Trainini' and Instructor Development
3.1 EMI Training: CONTRACTOR shall provide EMD Training and NAEMD
Certification testing to the DEPARTMENT's line dispatch personnel, dispatch
' supervisory personnel and other employees designated by the DEPARTMENT. EMD
training shall be provided in one (1) 3-day EMD courses to be conducted by
CONTRACTOR. EMD training shall be provided by NAEMD certified EMD Instructors
under the direction and oversight of the CONTRACTOR.
3.2 EMD Refresher Trainine: CONTRACTOR shall provide EMD Refresher
Training to the DEPARTMENT'S certified EMDs. EMD Refresher Training shall be
provided in three (3) 1-day courses to be conducted by CONTRACTOR and scheduled in
cooperation with the DEPARTMENT. EMD Refresher Training shall be provided by an
NAEMD certified instructor under the direction and oversight of the CONTRACTOR.
3.3 Instructor Development: CONTRACTOR shall provide specialized
END Trainer instruction and EMD Trainer authorization for a maximum of
two. (2) ALS trained individuals selected by THE DEPARTMENT, who meet
NAEMD prerequisites and who have met the prerequisite of successfully
completing the basic EMD course and auditing four (4) additional EMD courses.
CONTRACTOR shall provide to THE DEPARTMENT a projected list of the
dates and locations of CONTRACTOR's scheduled EMD courses. Individuals
auditing such courses shall not be charged tuition fees, but travel, lodging, meal
and other necessary incidental expenses for attendance at such courses shall be
the responsibility of THE DEPARTMENT.
EMD Trainer authorization by the CONTRACTOR hereunder shall apply
only to selected trainers while they are employed by THE DEPARTMENT, or by
an EMS provider agency served by THE DEPARTMENT. In no case shall EMD
trainer authorization be valid outside the DEPARTMENT, or THE
DEPARTMENT's service jurisdiction, without the expressed, prior written
permission of the CONTRACTOR. Subsequent to the execution of this
Agreement by the parties, individuals selected by THE DEPARTMENT for EMD
trainer authorization shall be required to sign individual Confidential Disclosure
and Non -competition Agreements with CONTRACTOR.
Under the terms of this Agreement CONTRACTOR shall be notified in writing
whenever an EMD course is to be taught by THE DEPARTMENT's authorized EMD
Trainers. Students enrolled in any such EMD courses shall be required to purchase
standard course materials from CONTRACTOR at the then current list price for same
.
and to apply for NAEMD certification.
:.t
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1
94
70
Exhibit A
t Attached to Consulting Agreement by and between Medical Priority Consultant and $
the Miami Department of Fire, Rescue and Inspection services
�.
' r 4. Phase IV: MPDS Protocol Implementation
i.
4.1 Protocol Implementation: Initiation of the Advanced MPDS Protocols shall
begin immediately after all of THE DEPARTMENT's line dispatch personnel have
completed the 3-day EMD training course and shall include introduction of the
interrogation protocols and pre -arrival instruction portions of the MPDS. THE
- DEPARTMENT shall be provided with the number of Advanced MPD5 card sets as
specified in the Agreement according to the terms of the MPDS Protocol. Card Set
License Agreement and current Policies and Procedures forming part of the EULA in the
number specified in Exhibit B to the Agreement. During this phase of MPDS Protocol
implementation EMS unit response configurations and modes shall remain the same as
they were prior to MPDS Protocol implementation.
4.2 MPDS In-service Trainine for EMS Field Responders: In cooperation with
the DEPARTMENT, and prior to protocol implementation, Dr. Jeff Clawson shall
develop and appear in an in-service training video tape, regarding the MPDS and the role
of field responders, for the local EMS field responders. CONTRACTOR recommends
that the in-service training video be played during scheduled in-service training until such
time as all of the local EMS field responders have viewed the video. CONTRACTOR
further recommends that the DEPARTMENT's MPDS project director be available to
answer any questions that EMS field responders may have about the system.
CONTRACTOR shall provide a sufficient number of CONTRACTOR's MPDS Pocket
Users Guides' for distribution to each of the local EMS field responders in order to
enhance their understanding of their role in the MPDS in general, and the MPDS coding
system and dispatch feedback reporting system in particular.
4.3 Medical Miranda In-service Training for Law Enforcement Personnel:
In cooperation with the DEPARTMENT, and prior to protocol implementation, MPC
shall assist in the development of an in-service training video tape, regarding the MPDS
and the role of law enforcement, for local law enforcement personnel. CONTRACTOR
recommends that the in-service training video be played at Police Department shift
changes until such time as all of the local law enforcement personnel have viewed the
video. CONTRACTOR further recommends that THE DEPARTMENT's MPDS project
director be available to answer any questions that law enforcement personnel may have
about,the system. CONTRACTOR shall provide a sufficient number of
CONTRACTOR's Medical Miranda Cards' for distribution to each of the local law
enforcement personnel in order to extend the effects of the MPDS to law enforcement
personnel who are first at the scene of EMS incidents.
4.4 Public Education: UPC shall assist THE DEPARTMENT in the development
of public education programs suited to the needs of THE DEPARTMENT.
94 70
5. Phase V: Data Interval One
5.1 Data Interval 1 Evaluation: CONTRACTOR shall evaluate on-line dispatch
case reviews to ensure protocol compliance. The DEPARTMENT shall perform a
random sampling of at least 7% of EMD cases as well as all CPR, choking and childbirth
cases to ensure a statistically significant sampling of cases within the system for quality
assurance and risk management evaluation. Tapes, transcripts, and/or statistics relating to
medical priority dispatch cases shall be provided by the DEPARTMENT in the amount
and format specified by the CONTRACTOR. CONTRACTOR shall assist the
DEPARTMENT in the development of performance review mechanisms, including case
review and field and dispatch feedback reporting. CONTRACTOR shall provide the
DEPARTMENT with an evaluation of the data which will define baseline MPDS
A-B-C-D determinant level percentages to be used as a reference point for quality
assurance activities. THE DEPARTMENT shall set as a goal a 95% MPDS protocol
compliance level to be achieved prior to the implementation of MPDS response
configurations and modes.
5.2 Response Configuration Development: The CONTRACTOR shall, upon the
DEPARTMENT's request, assist in the development of unit response configuration
prioritization recommendations specifically for the requirements of the DEPARTMENT.
The following work and services shall be performed:
• Initiation of response assignment prioritization
• Formulation of the necessary pre -determined MPDS A-B-C-D category unit
responses by the MPDS Steering Committee.
• Evaluation of response adequacy shall also be performed by the MPDS Steering
Committee.
• Response assignment enhancement and modification. The CONTRACTOR shall
provide a formalized process by which the MPDS pre -determined unit response
selection criteria shall be adapted or enhanced to meet the DEPARTMENT's
particular needs as they are specifically identified.
5.3 Continuing Dispatch Education (CDE) Development: CONTRACTOR shall
assist the DEPARTMENT in the development of a Continuing Dispatcher Education
(CDE) program that addresses the identified needs of the evolving MPDS.
Recommendations regarding the definition of appropriate goals and objectives for
ongoing EMD continuing medical education programs shall also be provided by
CONTRACTOR.
5.4 CDE Program Scheduling and Implementation: After the development of the
continuing dispatch education program and associated training outlines and tracking
mechanisms shall have been provided by the CONTRACTOR, the DEPARTMENT shall
begin the scheduling and provision of "in-house" CDE. This should occur no more than
two (2) months after EMD refresher training and no more than one (1) month after
s4= 70
Exhibit A
= '
Attached to Consulting Agreement by and between Medical Priority Consultants and
the Miami Department of Fire, Rescue and Inspection Services
protocol implementation. Official authorization of in-house instructors shalt not occur
until such time as this section 5.4 has been completed by the DEPARTMENT.
6. Phase VI: Response Implementation, Data Interval Two
6.1 MPDS Response Configuration and Mode Implementation: Initiation of the
pre -determined MPDS response configurations and modes shall begin immediately after
all of the DEPARTIVIENT's line dispatch personnel have achieved the pre -determined
level of MPDS Protocol compliance.
6.2 Unit Response analysis: CONTRACTOR shall continue to provide technical
assistance and advice to the DEPARTMENT regarding the formulation of
pre -determined unit response configuration schemes under the MPDS. Configuration
modification recommendations, formulated with assistance and advice from the
CONTRACTOR, shall be made by the MDRC and shall be presented for approval by the
MPDS Steering Committee. Involvement of necessary local medical control and related
agencies shall be required in this process. Development of these response configurations
and modes shall be based on the statistics accumulated during the CONTRACTOR's
evaluation.
6.3 System Impact Evaluation: Ongoing evaluation of unit response configuration
adequacy. and the efficiency and effectiveness of the MPDS shall be continued by the
MPDS Steering Committee with the assistance and advice of the CONTRACTOR.
Discoveries made by the QAU and the MDRC shall be brought to the MPDS Steering
I
Committee for review and analysis for possible policy revisions.
f�
6.4 Response Configuration Enhancement and Modification: CONTRACTOR
I
shall assist the DEPARTMENT in the development of a formalized process by which the
• ' .
MPDS pre -determined unit response selection criteria may be enhanced, modified, or
adapted to meet the DEPARTMENT's needs as they are specifically identified through
quality assurance, data evaluations and system impact evaluations.
6,5 EMD Risk Management Prosram: CONTRACTOR shall provide assistance in
the development (or modification) of a risk management program specific to the
DEPARTMENT's EMD program. CONTRACTOR shall assist in the development of
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policies for the remediation, reprimand, suspension, or termination of EMDs to correct
i.
defciencies and encourage excellence at the level of EMDs.
.
6.6 Dispatcher Selection Process: CONTRACTOR shall provide assistance in the
development (or modification) of a dispatcher selection process in cooperation with the
Steering Committees specific to the DEPARTMENT's needs. CONTRACTOR shall
'
k
assist in the development of policies and practices for this purpose if identified as
t:
necessary within each agency individually,
I
�4- '70
4
` Esbibit A
Attached to Consulting Agreement by and between Medical Priority Consultants and
the Miami Department of Fire, [fescue and hupection services
6.7 Dispatcher Orientation Proarams: CONTRACTOR shall provide assistance in
the development (or modification) of dispatcher orientation programs specific to the
DEPARTMEN'T's needs. CONTRACTOR shall assist in the review and/or development
of policies for this purpose if identified as necessary within each agency individually.
. 6.8 Data Interval2 Evaluation: CONTRACTOR shall re-evaluate on-line dispatch
case reviews to ensure that the pre -determined level of protocol compliance is
maintained. The DEPARTMENT shall perform a random sampling of at least 7% of
ENID cases as well as all CPR, choking and childbirth cases to ensure a statistically
significant sampling of cases within the system for quality assurance and risk
management evaluation. Tapes, transcripts, and/or statistics relating to medical priority
dispatch cases shall be provided by the DEPARTMENT in the amount and format
specified by the CONTRACTOR. CONTRACTOR shall assist the DEPARTMENT in
the development of performance review mechanisms, including case review and field and
dispatch feedback reporting. CONTRACTOR shall provide the DEPARTMENT with an
evaluationof the data as it relates to. MPDS Protocol Compliance to be used as a
reference point for quality assurance activities.
7. Phase VH: Specialization
7.1 CAD integration: CONTRACTOR shall install a working version of
CONTRACTOR's NTDS ProQA Software in the DEPARTMENT's Communications
Center according to the provisions of Section 2.c of the agreement. The installed MPDS
ProQA program shall have the ability to display protocol text in either English or
Spanish.
7.2 ProOA implementation: Upon completion of successful integration of the
ProQA software into the CAD software the ProQA integration shall be implemented and
tested for a period of 30 days prior to going on-line. During this time the dispatch
personnel shall receive training in the use of the ProQA software as described in this
Agreement.
7.3 ProOA trainin::: Each dispatcher operating in a center with a ProQA integrated
CAD system shall receive at least 4 hours of formal classroom training on its use. The
. quality, assurance and supervisory personnel shall receive additional training as is
necessary on the administrative and quality assurance functions of the program.
8. Phase Vial: Accreditation and Maintenance
8.1 Final System Assessment: CONTRACTOR shall prepare a special report on the
! " final state of MPDS protocol compliance found in the DEPARTMENT after sufficient
data becomes available. It shall include compliance to parameters listed on the Medical
Dispatch Review and data Evaluation Templates, as customized for the DEPARTMENT,
during the continuing Quality Assurance process.
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1. Initiate medical control
k. Deliver and laminate protocols
1. Adopt coding policy
M. Accept implementation policy
n. Set schedule for training and implementation
PHASE III: Training 9 days,1 site visit
a. Update EMD training (three I -day courses) Month 2
b. One 3-day ENO certification course
c. Initiate instructor development (one 3-day seminar)
d. Post AMPDS data board in dispatch centers
PHASE IV: Implementation 2 days,1 site visit
a. Implement AMPDS "dry" in dispatch Months 2 - 3
b. Begin 2 week initiation period
c. Field orientation and P.U.G.s
d. Medical Miranda orientation and video
e. Public education
f. Press releases
g. Post and distribute implementation memo
94— 70
1
tihibit C
t
`
Attached to Consulting Agreement by and between Medkal Priority Coroul6mts and
On Miami Department of Fire, Resew and Inspection Servkei
'
PHASE V:
Data Interval One 4 days, 2 site visits
a.
Initiate case review process Months 2 - 5
b.
Initiate performance review
c.
Initiate AMPDS employee feedback and remediation
d.
Initiate AMPDS feedback reports
e.
Initiate CDE development and implementation
f.
Development of initial response configuration design
g.
AMPDS compliance and coding data generation
h.
Initiate posting of weekly data in dispatch
i.
Initiate performance re mediation
j.
Adopt certification and recertification policies
k.
Complete EMD instructor certification
PHASE VI:
Response Implementation, Data Interval Two 4 days, 2 site visits
a.
Implement initial response reconfigurations Months 6 - 9
b.
Unit response analysis and system impact evaluation
c.
Response configuration enhancement and modification
d.
"Evaluate risk management policies and procedures
e.
Evaluate dispatcher selection and evaluation practices
f.
Evaluate orientation programs
PHASE VII:
Specialization 4 days, 2 site visits
a.
CAD integration Scheduled per need
b.
ProQA implementation
C.
ProQA training
PHASE VIII: Accreditation and Maintenance 2 days,1 site visit
a.
Final system assessment and review Months 10 -12
b.
Documentation requested with final recommendations
c.
Final report submitted with findings
d.
Schedule press conference
e.
Award NAEMD accreditation
f.
Begin system maintenance
Total Site Visits -10
Total Days - 28
SUMMARY OF DELIVERABLES:
1. 8 -
2 dayQA logistic, training and evaluation visits (16 days)
2. Three 1-day EMD update courses, One 3-day EMD certification course and
one 3-day instructor development seminar (9 days)
l
3. One
Executive Certification Course (1 day)
4
°4— '70
lihiblt C
AtbK4*d to Consultbtg Agreement by and between Medkal Priority Consultants and
Servkes
the Mini Department of Fire, Rescue and Inspection
4
4. Manual Protocol Licensure for 4 stations
5. CAD/ProQA Licensure for 4 stations including training and ProQA
Licensure for 2 supervisory/QA work station and ProQA training (4 days)
6. 1 Pocket User. Guide for Each dispatcher and each Paramedic and EMT
employed within the City of Miami Fire Department.
7. 1 Medical Miranda Card for each police officer employed within the City of
Miami and Medical Miranda orientation coordination.
8. 1 Instructor Materials Packages for the City of Miami including:
a. Course slides b. Course transparencies
c. Master audio training tape d. Master video training tape
e. Anonymous hero video f. 1 Manual protocol Licensure
9. QAU Data Base Software
10. NAEMD Center of Excellence Accreditation review upon successful
completion of all QA and implementation requirements.
Total cost of Implementation........................................................$70,000.00
PAYMENT SUMMARY:
The TOTAL COST of implementation is spread over the term of the contract with the
exception that the final payment is based on delivery of the Final Site Assessment Report.
The payments required shall be invoiced by CONTRACTOR and become due and
payable following the completion of the implementation steps noted below in the
Schedule and Payment for the Comprehensive Implementation Plan of the Medical
Priority Dispatch System made part of this Exhibit C:
1. Upon Agreement approval and execution $5000.00
1. Completion of Phase II (QA process set up) $13,750.00
2. Completion of Phase III (training and updates) $10,314.00
3. Completion of Phase IV (Implementation) $7,734.00
4. Monthly payments thereafter of $2,578.00 x 9 months $23,202,00
5. Completion of Phase VII (ProQA installation) $10,000.00
TOTAL $70,000.00
(includes all phases, materials, and expenses)
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9 ..: Q
Exhibit "D»
Attached to Consulting Agreement
t by and between. Medical Priority Consultants, Inc. and the Miami
Fire, Rescue and Inspection Services: Department of
1• End User License Agreement for Manual AMPDS
2• End User License Agreement for CAD integrated ProQA software
3• Policies and Procedures for End TT.., r -_
Exhibit "D" #1
YD/L g:BlnkGrdsGrdLkAgrG+ver • Page 1 of 6 -
G Vcr.12/b/90 Rev:6/ia/93
94- 70
I. KEY
TERMS DEFINED
A.
"EMD" = Emergency medical dispatch.
B.
1EMD Station" = a position with telecommunications equipment where calls for emergency
medical services ("EMS") are taken by a dispatcher, and/or where EMS 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
bedeemed to be a plurality of EMD 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)
together with related documentation and flip -file provided in connection with this
Agreement (MPC will deliver to Card Licensees, Information Facsimiles of the Cards
prepared for use in orientation, training, and review, but not for actual on-line dispatching.
Such licensees may use these Information Facsimiles only for these specified "off-line"
purposes, but may not copy or reproduce them. Such Information Facsimiles are included in
the definition of "Cards"). 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" nd "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.
G.
"P & P" = MPC's written Policies and Procedures governing Customer Service and Product
Support of the Cards. The P & P in effect at the time the Initial License Fee was paid were
delivered with this End User License Agreement. MPC may, at it's sole discretion, modify or
replace the P & P from time to time. Customer's receipt by mail of replacement P & P
constitutes notification of replacement and any prior P & P thereafter becomes null and void.
The then current P & P are part of this End User License Agreement.
H. 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 number of EMD Station(s) specified 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 number of EMD Station(s) specified at the beginning of this agreement for use at
Customer's address or dispatch center (the "License"). The Cards may not be used in
connection with more than the number of specified 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.
7W/1A91 MWCArdsLAc - Page 2 of 6 - Ver.11/16/90Rm3/9/93
94- 70
C. No Assiemment, 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 -files) 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.
i A. Updates to this edition of the Cards (i.e. the Cards provided in connection with this
j Agreement) will be distributed by MPC to Customer in accordance with MPC's written
Policies and Procedures (see section I. G above). To be entitled to such 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 to MPC any and all copies then in your possession of the Cards and MPDS (including
related materials and flip -files) to MPG
C. Copies. You may not make copies of the Cards or MPDS. MPC will provide separately,
Information Facsimiles of the Cards, or pocket User's Guides, 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 P & P, YOU MAY
NOT MODIFY, CHANGE, OR ALTER THE SYSTEM PROTOCOLS OR ANYTHING OF
THE CARDS OR MPDS WITHOUT THE EXPRESS, WRITTEN, PRIOR CONSENT OF
MPC. The P & P outline the scientific process of protocol modification which is performed
by the College of Fellows of the National Academy of EMD. MPC shall notify Customer of
"Updates" in accordance with the P & P. Customer shall, within 30 days of notification,
- implement such Updates per the instructions accompanying them. Such implementation of
Updates qualifies as a modification, change, or alteration with MPC's express, written,
j prior consent.
I
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
j(including any deletion from or addition to any of them); allowing third party access to or
- Page 3of6-
Vor.it/16/90It":3/9/9]
94- 70
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 P & P.
F. Support and Service Program, The Registered End -User License Support and Service
Program is set forth in the P & P. 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" in section N.D
below.
1. The Parties agree to the P & P 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 P & P. It is important that the Customer understand and
adhere to the P & P. The Parties agree that MPC may, at its sole discretion,
modify or replace the P & P from time to time. Receipt by mail of new dated P
& P constitutes notification of replacement, and any prior P & P at the time
become null and void. Thereafter the current P & P became part of this
agreement.
2. So long as MPC maintains the edition/version of the MPDS licensed hereunder
as the current MPDS Card Version, then MPC's then -current P & P shall govern
said Service and Support.
G. Site Inspection. MPC shall have the right, at its own expense and subject to 24-hours'
advance written notice to Customer, to inspect Customer's EMD operations, and to audit
Customer's compliance wi th this Agreement. This right may be exercised at MPC's sole
.option, but MPC is not obliged to do so.
H. Unsafe Practices. In the event the MPC determines, in MPC's sole reasonable judgement,
that Customer's use of the Cards and/or MPDS is improper and unsafe, MPC shall notify
Customer of any such determination in writing. In the event that Customer cannot
convincingly satisfy MPC that its use (or conformed use) of the Cards and /or MPDS is safe
and proper, within 30 days of such notice by MPC, then MPC may Terminate this License.
Customer's failure to implement Updates as provided in P & P and in Section D
(Modification) above, may be grounds for termination under this Section H.
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 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 -files) (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.
7W/L6VB1n1XArd4 nc - Page 4 of 6 - Ver.l1/16/90 Rev 3/9/97
9470
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 FORA 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
MODS, except through MPC's Registered End -User Licensee Support do 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 OR ACTION OR CLAIM - e.g. CONTRACT, WARRANTY, TORT, MALPRACTICE,
FRAUD, AND/OR OTHERWISE) IS LIMITED TO THE TOTAL OF 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 WC ARE NOT PARTIES TO THIS AGREEMENT AND
SHALL HAVE NO OBLIGATION OR LIABILITY RELATING TO THIS AGREEMENT OR
TO THE CARDS OR MODS.
F. Sole Remedy and Allocation of Risk. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY
AND MPCS 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.
C. Good Faith. The conduct of MPC and Customer under this Agreement shall be governed by a
standard of good faith and fair dealing.
- Page 5 of 6 -
94- '70
Vur.11/16/90 Rev:3/9/93
Exhibit "DII #2
Medical PriorityTM
Advanced Madical Priority Dispatch System"
End -User License Agreement
(Software)
Customer.
I License Number:
License Date:
Initial License Fee:
Program: Version Number:
In consideration for the Initial License Fee paid by Customer to MPC, Customer's "License" under
this End -User. License Agreement for Medical Priority Dispatch System Software is hereby
deemed to be Single or Multiple Licenses, according to "Type" specified above, and to License use
of the Software on the described "Number of EMD Stations." Whether the Software is used on a
network, or on an individual station or stations, the number of stations hereby licensed to have
access to the Software (through a computer, terminal, PC, workstation, or any other form of access)
may not exceed the licensed Number of EMD Stations specified above.
I
i
�8M, h T
9VI►edical 139 E. South emp/e, Suite 600
�s Salt Lake City, Utah 84111-1103
PriOrlty' Phone: (801) 363-9127 Fax (801) 363-9144
YD/14g:81nkbw:Lwldr4uesumCvr - Page 1 of 8 - Ver.II/16/'M1Rev: 7/10/92
94- 70
jCEY
TERMS DEFINED
A.
Customer and You or you or your = Referring to the Licensee or
entity which executes this Agreement as Customer.
B.
"EMD" = Emergency Medical Dispatch.
? C.
"EMD Station" = a position with telecommunications equipment where
j
calls for Emergency Medical Services ("EMS") are taken by a dispatcher,
and/or where EMS 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 EMD stations equal to the maximum number of dispatchers
occupying said position at the regular peak If an EMD Station is used
primarily for back-up or training, but is used for actual EMD for 5% (or more)
of the time the Customer's EMD Center operates during any 12-month
period, then such an EMD Station is subject to this definition and must be
included in the count for the number of EMD Stations covered by this
Agreement.
D.
"EULA"= This End User License Agreement.
E.
"Software" = Medical Priority Dispatch System Software provided in
connection with this Agreement. This definition also includes, whenever
the context reasonably permits, the related documentation provided to
Customer with the Software. Except as indicated otherwise by MPC, Software ,
shall further include any updates of this current edition of the Software
which may subsequently be provided by MPC to Customer, and such updates,.
if any, shall be governed by this Agreement.
F.
"Cards" = The manual reference Medical Priority Dispatch System Cards,
together with related documentation and flip -file, which maybe obtained by -
Customer under separate license agreement from MPC. (MPC will deliver to
Card licensees-, Information Facsimiles of the Cards prepared for use in
orientation, training, and review, but not for actual on-line dispatching. Such
licensees may use these Information Facsimiles only for these specified "off-
line" purposes, but may not copy or, reproduce them. Such Information
Facsimiles are included in the definition of "Cards.")
G.
"MPDS" = Medical Priority Dispatch System, including EMD priority
dispatch protocols, EMD Post -Dispatch Instructions, EMD pre -arrival
instructions, and EMD treatment sequence protocols as set forth in the
Software and Cards.
H
"MPC" = The Licensor, Medical Priority Consultants, Inc., a Utah
corporation, which is the owner of the Software, Cards and MPDS, and
which owns and/or controls the copyrights thereto.
L
"P & P" = MPC'S written Policies and Procedures governing Customer
Service and Product Support of the Software and Cards. The P & P in effect at
the time the Initial License Fee was paid were' delivered with this EULA.
-
MPC may, at it's sole discretion, modify or replace the P & P from time to
time.. Customers receipt by mail of replacement P & P constitutes notification
of replacement and any prior P & P thereafter becomes null and void. The
then current P & P are part of this EULA.
- Page 2of8-
Ver.11/16/90 Pw.7/10/92
94- 70
II LICENSE AND TERM
A. Disks. MPC shall loan to Customer one set of Software disks for use only in
connection with the number of EMD Station(s) specified at the beginning of
this Agreement.
B. License. MPC grants to you, the Customer, a non-exclusive, non -transferable
license to use the Software at the number of EMD Station(s) specified on the
cover sheet of this agreement for use at Customer's address or dispatch center
(the "License"). The Softwaze may not be used in connection with more than
the number of specified EMD Stations at any given time. This Agreement
and License do not authorize Customer to use the MPDS except through
licensed use of the Software 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 Software or 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. Own_ershio. Ownership of, and title to, the Software, Cards, and MPDS
(including all copies thereof) shall be held by MPC. Any of these materials
loaned by MPC to Customer are loaned for the duration of the License under
which they are used, to allow Customer to exercise its rights under the
41 License. Only the License is purchased by Customer. MPC also owns the
copyrights and other intellectual property in and to the Software, Cards and
MPDS. Customer may not make unauthorized copies of the Software, Cards -
or MPDS, or otherwise infringe these rights. Customer agrees not to claim or
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
SOFTWARE AND MPDS, AS WELL AS FOR THE INSTALLATION,
IMPLEMENTATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE
AND MPDS. YOU ARE RESPONSIBLE FOR DECISIONS MADE AND ACTIONS
TAKEN BASED ON THE SOFTWARE AND MPDS. THESE SYSTEMS ARE
DESIGNED ANDINTENDED FOR USE BY DISPATCH PROFESSIONALS
TRAINED AND, EXPERIENCED IN THE USES AND LIMITATIONS OF
COMPUTER SOFTWARE IN GENERAL, AND OF THE EMERGENCY MEDICAL
DISPATCH SYSTEM UPON WHICH THE SOFTWARE IS BASED. IT IS
LICENSEE'S RESPONSIBILITY TO ASCERTAIN THE SUITABILITY OF THE
SOFTWARE AND MPDS.
A. Expert System Disclosure. This expert system is designed for use by
Emergency Medical Dispatchers (EMDs) who have been trained and certified
in the use of the MPDS and who function in a prescribed MPDS quality
assurance environment. This is not a novice system. The design of this
system envisions occasions when even the trained EMD will have to make a
subjective decision regarding a caller's response and make the most correct
selection from the list of choices presented.
The design of this system incorporates current medical and logic accuracy but .
must, however, reflect some subjective opinions of medical experts and
programmers with which others may reasonably disagree. This system and
94- 70
- Page 3of8-
Vv:ll/l6/90 Rev;7/10192
its necessary maintenance components must be considered and approved by
local Medical Control entities and EMS agency administration prior to
implementation and on-line use by trained EMDs.
f
This system envisions that, when appropriate, trained EMDs will have the
option of 'overriding" a system -recommended choice for enhanced patient
safety and that they will choose the "most appropriate" telephone treatment
options from available menus. New information may change the complexion
of the emergency during the call as EMDs validate responses or treatment. This
system allows the trained EMD to "reconfigure" response
Y 8'u levels based on new
�
information. With the foregoing in mind, this system cannot reasonably be
expected to predict exact outcomes or unerring -EMD performance in all cases.
The designers recommend that Quality Assurance mechanisms be put in
i
place to review each of these "special choice" situations for EMD correctness
and consistency. The designers also recommend continuing medical dispatch.
training and periodic MPDS refresher courses to keep trained EMDs up to
date with current standards of medical dispatch practice and care.
Updates to this current edition of the Software (i.e. the Software provided in
connection with this Agreement) will be distributed by MPC to Customer in
accordance with MPC's written Policies and Procedures (see Section III.0 below).
To be entitled to such updates, Customer must complete and sign the
accompanying registration Card and return it to MPC within 30 days after
Customer's receipt the Software and subsequently keep its registrations current,
as provided in Section III.0 below.
i P C. Support and Service Program. The Registered End -User License Support and
r < =
Service Program is set forth in the P&P. 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" in section IV.F, below.
1. The Parties agree to the P&P 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 P&P. It is important that
the Customer understand and adhere to the P&P. The Parties agree
that MPC may, at its sole discretion, modify or replace the P&P from
time to time. Receipt by mail of new dated P&P constitutes
notification of replacement, and any prior P & P at that time become
null and void. Thereafter, the current P & P became part of this
agreement.
2 So long as Customer maintains its registration current for said Service
and Support, during the Term of this License Agreement, MPC's then
current P&P shall govern said Service and Support.
3.' Customer agrees to keep its Service and Support Registration current
after the first 30 days of this License Agreement by paying annual
maintenance fees equal to 15% of the Initial License Fees specified on
the cover sheet of this License Agreement, and as may be augmented
by subsequent additions of licensed stations under this EULA. These
fees are due and payable not more than 30 days after the License'Date.. -
specified on the cover sheet of this EULA. Each such annual
maintenance fee payment by customer to MPC shall extend customer's
current service and support registration over the next 12 months.
- Page 4 of 8 -
va: 11/16/W Rev:7/ 10/92
04- 70
shared data for internal research purposes only, and will not make any
external, public use or release of such research data without the prior, written
consent of Customer.
E. Col2ies. You may make copies of the Software only for back-up and archival
purposes. You may not make copies of the Cards. Special information
facsimiles, of the Cards (Pocket User Guide) are separately available for
purchase by licensed users through MPC.
F. Modification. Other than as specifically provided in MPC's written Policies
and Procedures (see "Policies and Procedures (P&P)" below], YOU MAY NOT
MODIFY, CHANGE, OR ALTER THE SYSTEM PROTOCOLS OR ANYTHING
ON THE SOFTWARE OR MPDS WITHOUT THE EXPRESS, WRITTEN,
PRIOR CONSENT OF MPC. The P&P outline the scientific process of protocol
modification which is performed by the College of Fellows of the National
Academy of EMD. MPC shall notify Customer of "Updates" in accordance
with the P & P, and Customer shall, within 30 days of notification implement
such Updates per the instructions accompanying them. Such
implementation of Updates qualifies as a modification, change, or alteration
with MPC's express, written, prior consent.
G. Protection of Software, Cards and MPDS._ Relative to Customer and the
Software, Cards and MPDS, the following acts are all expressly prohibited:
unauthorized duplication, translation or modification (including any
deletion from or addition of code to any of them); allowing third party access
to or use thereof; creation of derivative works based thereon; reverse
engineering, decompiling, disassembling, or any other attempt to discover the
source code or trade secrets of the Software; or use of the Software, Cards or
MPDS in any manner not expressly licensed by this Agreement or not
specifically allowed by MPC's written P&P.
H. Increasing the Number of EMD Stations. Customer shall promptly report to
and coordinate with MPC any plans to increase the number of EMD Stations
at its EMD Center, toward the end of acquiring license rights to use the
Software and MPDS at such additional EMD Stations. This includes backup,
supervisory, and training EMD Stations.
I. Si
2
1 o
ri
J. U
re
d
s
tm
p
f
YD/Leg:d1nkSW:LA•5W
3_
M
to Inspection. MPC shall have the right, at its own expense and subject to
,hours' advance written notice to Customer, to inspect Customer's EMD
Aerations, and to audit Customer's compliance with this Agreement. This
;ht. may be exercised at MPC's sole option, but MPC is not obliged to do so.
nsafe Practices. In the event that MPC determines, in MPC's sole,
asonable judgement, that Customer's use of the Software, Cards and/or
PDS is improper and unsafe, MPC shall notify Customer of any such
germination in writing. In the event that Customer cannot convincingly
a
M
tisfy MPC that its use (or conformed use) of the Software, Cards and/or
PDS is safe and proper, within 30 days of such notice by MPC, then MPC
ay Terminate this License. Customer's failure to implement Updates as
rovided in the P & P and in Section F (Modification) above, may be grounds
or Termination under this Section J.
- Page 5of8-
Vc.1 /1fiaW= V;7/10/92 O
K. Termination. Both the License and your right to use the Software, Cards and
MPDS shall terminate if you violate any part of the Agreement. In the event of
termination, you must immediately return to MPC any and all copies then in
your possession of the Software, Cards and MPDS (including related materials).
IV. WARRANTY & LIMITATIONS
A. Limited Warranty:. Disks and Documentation. MPC warrants that if the
magnetic Software disks or documentation delivered therewith are in a
damaged or physically defective condition at the time that the Software is
delivered, and if any such damaged goods are returned to MPC (delivery
prepaid) within 30 days of Customer's receipt of same, then MPC will
provide Customer with replacements at no charge.
B. Limited Warranty: Software. MPC warrants that if the Software fails to
substantially conform to the specifications in the Software documentation or
to any other Software specifications published by MPC, and if the
nonconformity is reported in writing by Customer to MPC within 30 days
from the date that the License is purchased, then MPC shall, at MPC's sole
option and election, either remedy the nonconformity or, upon Customer's
return of all copies of the Software and MPDS to MPC, refund the purchase
price to Customer. In the event of a refund, the License shall terminate. Any
replacement Software will be provided at no charge and will be warranted, as
provided above, for 30 days from the date you receive the replacement, and
will be deemed "Software" as defined and governed by this Agreement.
G DISCLAIMER OF WARRANTIES. MPC MAKES NO WARRANTY,
REPRESENTATION OR PROMISENOT 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 SOFTWARE, CARDS OR MPDS WILL SATISFY
CUSTOMER'S REQUIREMENTS OR THAT THEY ARE WITHOUT
DEFECT OR ERROR. EXCEPT FOR THE FOREGOING LIMITED
WARRANTIES, THE SOFTWARE, CARDS AND MPDS ARE PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND.
D. Good Faith The conduct of MPC and Customer under this Agreement shall
be governed by a standard of good faith and fair dealing.
E. Registration. Licensee shall have no rights under this Limited Warranty if
the accompanying Registration form is not completed, signed, and returned
to MPC per the instructions thereon within 30 days of receipt of the Software.
F. Support and Services. MPC is not responsible for maintaining or helping
you to use the Software, 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 and keep your Registration current, as provided in
Section IILC above. Any support or services provided by MPC shall also be
subject to and governed by the sections of this Agreement 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 Software, Cards and MPDS.
Vc.J1/16/W F";7/10/V2
94- 70
k}
ti
k
A
condition of this Agreement. Upon any such termination you must
{
immediately return to MPC any and all copies then in your possession, of, the
Software, Cards and MPDS. Upon termination, MPC may also enforce any
j
..` .
rights and seek any remedies provided by or in equity.
E. Export Laws. Licensee hereby warrants and certifies that no Software or any
relateditem or product will be made available, transferred or exported to any
person, entity or country in contravention of any law of the United States,
'
including the Export Administration Act of 1979 and regulations relating
thereto.
F. 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 THE 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.
(Customer)
By (signature):
Name (print):
Title:
Date:
i
MEDICAL PRIORITY CONSULTANTS, INC. (MPC)
By (signature):
Name (print);
Title•
Date:
s
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Medical Priority'
End -User Licensee Registration
Licenseii User: Registration=porm for access toVltarranty and End user licensee Support and
5erv16eProgam far;the Advanced Medicai PriorityDispatch System (AINpDSt.' Software.
(Please print or type. All information'must be provided to activate initial technical support availability.)
Name of EMS Dispatch center
Name,lBle and phones of EMo operation contact Person lot use d this software
Address where software Is 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 (or _ ) 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 software at center
B. Purchasing and use details for your service and maintenance records:
1. Names and Positions of authorized persons:
a. Ordering the software
b. Deciding upon this purchase
c. Authorizing funds for this purchase
2. How has your use of this software to date measured up to your original expectations?
a. Satisfied? (why)
b. Dissatisfied? (why)
p MPC, 9/91
(continued on reverse side)
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t,
Signed statement: I have read, and 1 understand and agree with the terms of the End -User License
Agreement accompanying this software. The information provided on this registration
Is true to the best of my knowledge and belief.
a,
Signed,
r (By contact person identified above for and in behalf of the EMS dispatch center Identified above)
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, 139 E. South Temple, Suite 6000, Salt Lake City, UT 84111; phone (801) 363-9127.
All submitted suggestions become the property of Medical Priority Consultants, Inc. aMPC, 9/91
Exhibit "D" #3
Policies; and Procedures'(" P&Ps") governing Customer Service and Product Support of Software and
Cards licensed under End -User License Agreements for the Medical Priority Dispatch SystemT"
MPDS") of Medical Priority Consultants, Inc. ("MPC"). MPC may at its sole discretion, modify or
replace these P&Ps from time,to time. ' Receipt by mail of new dated P&Ps constitutes notification of
replacement, and any prior P&Ps at that time become null and void.
REGISTERED END -USER LICENSEE SUPPORT & SERVICE PROGRAM
1 Note: These Policies and Procedures apply to the Medical Priority Dispatch System ("MPDS") in general.
Where certain policies and procedures apply particularly to the manual version of the MPDS (the "Cards"
or "MPDS,Cards"),'specific reference will be made to the Cards. Likewise, where certain Policies and
Procedures apply particularly to the computerized version of the MPDS (the "Software" or "MPDS
Software") specific reference will be made to the Software.
I UP -TO -DATE -MAINTENANCE PROGRAM for registered licensed end -users of the
i currentedition of the Medical Priority Dispatch System ("MPDS").
1
t A. As an important part of its on -going research and development to optimize the
{ effectiveness of the MPDS, Medical Priority Consultants, Inc. regularly evaluates the
experience, findings and recommendations of:
.1.The College of Fellows of the National Academy of Emergency Medical Dispatch;
2. MPDS users in the field;
3. 'Quality Assurance programs.
B. Updates. Revisions and enhancements to the MPDS may be developed from these
sources and/or from other research and development at MPC..
1. When MPC determines that such revisions and enhancements may be useful to its
licensees as an "Update" to the current edition of the MPDS, MPC may issue an
updated release to licensed users who have maintained their registration current
i for the Service and Support Program, per the EULA.
a. Such Updates may be accompanied by instructions for updating the MPDS,
eg; substitution of new Software and/or Cards for old, or for updating the
current edition of the MPDS Cards with stickers, etc.
b. Customer's failure to implement Updates, as provided here, within 30 days
of receipt of Updates from MPC, may constitute a breach of the End -User
License Agreement ("EULA") thereby entitling MPC to terminate the EULA
and/or withhold further service and support.
i
New Editions/Versions. When MPC determines that substantial revisions to the
! MPDS or, other factors justify the release of a new edition/version of the MPDS, MPC
will publish a "New Edition/Version" of the MPDS and will cease issuing Updates for
preceding editions/versions.
1. Said New Edition/Version then becomes the current edition of the MPDS. It
constitutes a new product which can only be obtained through the purchase of a
new end -user's license from MPC.
a. When a New Edition/Version of the MPDS is first made available by MPC,
registered licensed users of the preceding edition/version will be offered, for
a fee, a license to use the New Edition/ Version.
b. The New Edition/Version will be governed by MPC's then -current end -user
license agreement, and P & P.
Itns:a1nkr00CY.PoO&P Page 2 of 7- vrr12/6/90Rev: 7110/92
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2. New end -user licenses, as well as updates, will only be issued for the then -current
edition of the MPDS. MPC is not obligated to maintain cfr support prior or
outdated editions of the MPDS.
D. Customer -Service and ProductSup-port via Telephone. The following services and
support are available to licensed users who maintain their Service and Suupport
Program registration current, per the EULA:
1. During the first 30 days after the License Date, and included in the Initial License
Fee:
a. One hour per non-integrated EMD Station licensed; or
b. Two hours per integrated EMD Station licensed.
2. Thereafter, for the Annual Maintenance Fee specified in the EULA, the number of
hours calculated by multiplying the Initial License Fee by .00067.
3. Unused Telephone Service rmd Support hours do not accrue from one current
maintenance registration period to the next.
E. The plastic/metal flip -files provided with the Cards are designed to protect the Cards
under normal conditions of intensive, but proper use.
1.` Manufacturing defects, if any, will be repaired or replaced by the manufacturer for
registered licensees when the defective flip -files are returned to MPC within 10
days of receipt,
2. Flip -files which become damaged or inoperable thereafter may be replaced at
e MPC's dealer price for hew/replacement-flip-files (the damaged or inoperable flip -
file must be returned to qualify for the dealer price).
.1.` . AUTHORIZED COPIES and COPYING of the MPDS.
A. Medical Priority's MPDS (including, without limitation, Treatment Sequence Protocols
and Pre -Arrival Instructions) Cards and Software are copyrighted intellectual
properties, and are not in the public domain.
B. Unless the pricing of an End -User License Agreement ("EULA") is specific to the
contrary, each licensed user of the MPDS .Cards is provided with one set of the MPDS
Cards for each EMD Station licensed to use the MPDS Cards at an EMS call -taking
center.
C. Unless the pricing of an.EUTA is specific to the contrary, each licensed user of the MPDS
Software is provided with a set of MPDS Software disks, which the licensed user is
authorized to load into their computer -aided dispatch ("CAD") system, for use by only
the number of EMD Stations specified in the EULA, and to make a file or backup copy of
the program Software.
D. Each licensed user of the MPDS Cards shall be provided with one copy of MPC's
Advanced MPDS Pocket User Guide which contains a "Facsimile Set" of the complete
MPDS Cards, clearly marked: "EXAMPLE ONLY: NOT FOR ON-LINE USE BY
MEDICAL DISPATCHERS."
1. This facsimile Card set comes with guidelines as to its intended use for
information, orientation, procedural and/or quality assurance, and no other consent
is required from the copyright holder for authorized use within these guidelines.
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2. The copyrighted facsimile Card set may not be reproduced, but additional copies
may be obtained by licensed users at MPC's then -current catalog price.
E. Except as provided above, no other reproductions of the MPDS Cards or Software may be
either made or used (this includes slides, graphics, overheads, printouts, etc).
Copyrights and other intellectual property rights will be enforced against both suppliers
and users of unlicensed copies or derivative works. All rights not specifically licensed to -
end -users are reserved by MPC, which owns and/or controls the copyrights thereto.
III. ; AUTHORIZED CUSTOMIZATION of the RESPONSE SECTION of the MPDS:
A. CUSTOMIZATION is a matter of matching Priority Dispatch Determinant levels
.. (A,B,C,D) with locally determined response capabilities of equipment and professional
personnel. This affects the "Response" section only of Cards 1 through 32. The responses
to.be inserted in that section of these Cards (bottom right) are determined solely by the
licensed end -user. Local EMS authorities are authorized and within their license rights
to customize the above -specified bottom right section of the relevant cards without any
requirements to either notify MPC or to coordinate these particulars with MPC (unless
required by separate consulting agreement), and MPC BEARS NO RESPONSIBILITY OR
LIABILITY FOR ACTUAL LOCAL RESPONSES SELECTED OR USED.
j B . GRAPHIC EXAMPLE:
Y
ia►.ass�st� .. I
' A �
z
B Ud Your
I Responses -
_ C r Here t
p
IV. CHANGES: MPDS CARDS AND SOFTWARE.
A. All written materials in the MPDS, in
cludin (without limitation) Interrogation
f Questions, Dispatch Determinants, Pre -Arrival Instructions, Post -Dispatch Instructions
and Additional Information are integral to the MPDS, and licensed users are NOT
AUTHORIZED TO MAKE CHANGES TO THE MPDS. Changes are made only by the
Accepted process specified below in Section IV.B. This is based on the following:
1. Implementation and Familiarity with the MPDS. The MPDS is currently in its
10th revised edition and has been field-tested for over a decade. It is not prudent
for any user to seriously consider recommending system changes prior to gaining the
practical experience and perspective of implementing the MPDS and running it "as
is" at a demonstrated rate of high dispatcher compliance.
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2. Ouallty Assurance. A Quality Assurance Program is prerequisite to the successful
application of the MPDS. Key elements should include as a minimum:
t a. MEDICAL CONTROL: As with other'aspects of asound EMS program, a
qualified EMS Physician must be engaged as Medical Director. Depending
upon the requirements and resources of the EMS system, this may be a part-
time or a full-time position. In either case, the Medical Director must be
empowered with control over medical policies, procedures and decisions in
the system.
i. The Medical Director must be regularly involved at all levels,
particularly at the "front line" level where the EMDs handle the calls
for EMS help. This helps even an experienced EMS Physician to
become functionally "dispatch literate."
ii. The Medical Director should also attend activities of the Quality
Assurance committees and personnel, and evaluate and guide their
performance.
iii. It is highly recommended that any Medical Director who has not
already participated in a National Academy of Emergency Medical
Dispatch Executive Certification Course, do so before the end of the
6-month implementation period. This is required for eventual NAEMD
Dispatch Center accreditation.
b. MEDICAL PRIORITY DISPATCH SYSTEM STEERING and/or MEDICAL
REVIEW: One or more committees should be established to set policy and
review performance of EMD operations with the MPDS. The Medical
Director should participate in all material decisions by these committees
- and should be included as a'signatory on any.policy and/or procedural
determinations made by such committees.
i. Medical Dispatch Review Committee meetings should be held
regularly and properly conducted as part of an effective Quality
Assurance process.
ff. An MPDS Steering Committee should be established and meet at least
quarterly to review, evaluate, and/or approve the application of
policies and/or procedures affecting MPDS operations.
C. CERTIFICATION: It is strongly recommended that all medical dispatchers
or calltakers utilizing the MPDS be certified by the NAEMD and all system ;
administrators, managers, and supervisors be certified in the NAEMD 1-day t
National Executive Certification Course., The MPDS is not intended to be j
used by untrained or uncertified individuals. +
d. CONTINUING DISPATCH EDUCATION: All dispatchers or calltakers
utilizing the MPDS should participate in a structured CDE program that
provides necessary relearning, familiarization, and updating with the
evolving science of the MPDS. At a minimum it is suggested that 12 hours
per year be devoted to CDE.
e. DISPATCHER PERFORMANCE EVALUATION AND PROTOCOL
COMPLIANCE: It is essential the dispatcher or calltaker closely comply with
the MPDS interrogation, prioritization coding, and DLS scripts; To this pur-
pose, an organized program of Quality Assurance case review using an objective
performance checklist (case template) must be ongoing. It is recommended that
a 10% random sample of all medical dispatch calls be reviewed in this manner
and the operator's compliance percentages to each area be serially maintained., .
VolLq.-51Akra1.y.r„x.r&P - Page 5 of 7- Vrr:73/b/voRsv:7/10/YS ;
94- 70
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Very large agencies may benefit by a >5% random sample. Operators not:com-
plying should be officially notified of the findings, retrained, and, if necessary
eventually disciplined. Non-compliance to the MPDS has been demonstrated
t
to significantly decrease its effectiveness and safety.
B. Accepted Process for MPDS Modification. In 1988, the National Academy of Emergency.
Medical Dispatch was formed as a scientific professional organization for medical dispatch-
ing.. Within the Academy's structure exists the College of Fellows -- a select group`of medi-
cal dispatch, public safety, and EMS experts that serve to "To conduct an on -going review of
the current standards of care and practice in Emergency Medical Dispatch and evaluate the tools
and mechanisms used to meet or exceed those standards." This is its Mission Statement.
Through a defined process, the Fellows review recommended revisions and improvements
to the MPDS in a timely, organized way. The op ley authorized method of MPDS
protocol change is by the established scientific method of the College. Individual
licensed users are not allowed to change or modify any preprinted text or color coded
portion of cards or software unless authorized to do so by MPC as agent of the NAEMD
College of Fellows. All licensed users are encouraged to share their significant
recommendations, discoveries and data with the College in writing. By this scientific
method, all knowledge can be unified and new improvements shared by all licensed users.
C. National Medical Dispatch Coding System. The Determinant (and sub -determinant)
codes represent the only widely accepted medical dispatch coding system in the world.
A unified coding system provides for uniform training, use, data collection, data sharing,
and comparative scientific study.
The coding system may not be modified in any way not authorized herein or by the
License Agreement. However, as previously described in Section IV, it is the licensed
user that selects the type of response, whatever it may be, to be generated by any
particular code (i.e. 10-D-1). In this way the coding system remains intact while
allowing the user full discretion in establishing the local responses "attached" in
parallel to these codes.
D. Unauthorized changes breach the EULA and the Support and Service Program. Any
unauthorized change made and/or implemented by an end -user is a material violation of
the End User License Agreement and of copyright law. MPC will not be obliged to
provide end -user services and MPDS support as provided herein to any Licensee that so
breaches the EULA.
E. Derivative Products. In the event any MPDS user creates, knowingly or unknowingly,
any derivative product of the MPDS, whether authorized or not by MPC, any such
derivative product shall be owned by MPC and its use must be discontinued and the
derivative (including all copies or drafts of such work) sent to MPC within 10 days of
MPC's written request to do so.
V. DISPATCH LITIGATION RISK MANAGEMENT SERVICES.
A. For over a decade, MPC has been the principal contributor to the establishment of safe
professional standards for Emergency Medical Dispatch care and training. MPC's MPDS,
as well as its EMD training and certification programs both meet and exceed every such
applicable standard known to MPC.
B . Through substantial commitments of expertise and other valuable resources to basic and
applied research, development, quality assurance and risk management against dispatch
liability, MPC is dedicated and determined to continue setting the standard in EMD.
C. Having made hundreds of field installations (and trained many thousands of EMDs)
since the MPDS was introduced in 1978, MPC is unaware of any dispatch negligence
lawsuit having been filed against an EMS dispatch center using the MPDS, or against
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R
Exhibit "V
"
A1TACHMENT to
.`Amendment dated 1110194 ("Amendment") to
MPDS Training Licensure, Implementation & Maintenance Agreement (NA
4
.. g Bement"
11 i
Additional EXHIBIT E to the Agreement:
NON -DISCLOSURE & NON -COMPETITION AGREEMENT
BETWEENMPC
AND EMD TRAINER CANDIDATES
{
tolie executed prior to approval of Department's candidates under the Agreement
as EMD Trainers)
x 1
(please see attached)
«ben date» Agreement
By and Between MPC and Contractor
WHEREAS, it has taken MPC substantial time and expense to develop the aforesaid
expertise and confidential information, together with its lists of suppliers and customers,
etc., and their patronage and goodwill; and
WHEREAS, «lastname» understands that the success of MPC depends, in part, on MPC's
confidential information, proprietary systems and intellectual properties; and
WHEREAS, in an effort to promote MPC's success and to properly service its customers
expeditiously and economically, MPC has made, or intends to make «lastname» privy to
its proprietary systems, concepts, plans, processes, designs, developments, techniques,
improvements, procedures, specifications and ideas developed or utilized by MPC;
together with MPC's proprietary programs, hardware configurations, software,
passwords, plans, drawings, proposals, designs, product developments, confidential
purchasing, sales, distribution and market research information, etc. developed and
proven by the Company; and
WHEREAS, « lastname» fully understands and agrees that Company's proprietary
systems, concepts, plans, processes, designs, developments, techniques, improvements,
procedures, specifications and ideas developed or utilized by MPC; together with the
Company's proprietary programs, hardware configurations, software, passwords, plans,
drawings, proposals, designs, product developments, confidential purchasing, sales,
distribution and market research information, etc. developed and proven by MPC are all
essential to its future viability, and are trade secrets and intellectual properties which
must be treated confidentially by MPC and its employees and independent contractors;
WHEREAS, «lastname» recognizes and acknowledges that the Company's proprietary
and confidential commercial information constitute trade secrets that are unique, special
and valuable intellectual properties of the Company which must be carefully guarded and
treated confidentially by MPC and its employees and independent contractors. Such
proprietary and confidential commercial information is recognized by the parties to this
Agreement to include, without being limited to, the following (in italics):
The Company's proprietary manual systems and computer systems and programs (in any
form, format or edition in which they may exist, including, without limitation, source and
object form, together with their logic pathways, texts, systems and concepts); proprietary
concepts and methods of designing such systems and programs, hardware configurations
and devices, software, and passwords; proprietaryflip-card reference files, publications,
curricula, lesson plans, instructional aids, plans, models, processes, drawings, lists,
proposals, designs, product developments, techniques, improvements, procedures,
specifications, ideas, research and development; confidential sales, distribution,
purchasing and market research data and information used, developed and proven by
-2- DmICC CmWAgL Ver: 5MOIRay. 1/"4
94 70
«ben_date* Agreement
By and Between MPC and Contractor
MPC; together with the Company's business plans and practices, modes of operating,
tax and accounting procedures, financial arrangements and information, contract and
licensing relationships, information about business opportunities, and its supplier,
distributor and customer and prospective customer lists, etc., and confidential
information of any such third parties provided to Company in confidence. In addition,
products originated by MPC and/or Jeff J. Clawson, M.D., and others under contract
with MPC, in which the Company has proprietary information rights and/or intellectual
property rights (including, without limitation, MPC's Computer -Aided Dispatch System,
Medical Priority Dispatch System -- "MPDS" -- Administrative Information Management
System, Emergency Medical Dispatch -- "EMD " -- Treatment Sequence Protocols and/or
Systems, Medical Priority Dispatch Protocols and/or Systems, EMD Pre -Arrival
Instructions, EMD Post -Dispatch Instructions, and technology related thereto, in
whatever form, edition or version in which they may exist); and all related patents,
copyrights, trade and/or service marks and/or symbols, research projects and related
formulas, logic systems, processes, devices, plans, models, price lists, marketing plans,
implementation plans, quality assurance processes, and/or related commercial
information.
All'. the foregoing collectively to be referred to hereafter as the "Confidential
Commercial Information," or "CCI;" and
WHEREAS, .« lastname>> recognizes and acknowledges that Oastname» may become
privy to other, similarly confidential information belonging to customers of MPC and/or
third parties in contractual relationships with MPC who have entrusted same to MPC in
confidence; and
WHEREAS, «lastnamw> recognizes and acknowledges that MPC's Confidential
Commercial Information, together with the confidential information and/or trade secrets
of others (as specified immediately above) which have been entrusted to MPC, and all
copies thereof, remain the property of MPC during the term of this Agreement and
thereafter; and
WHEREAS, Oastname>»acknowledges that the intention of this Agreement is to protect
and preserve the confidentially of such confidential information, and of MPC's mailing
lists, suppliers, trade secrets, intellectual properties, Confidential Commercial
Information, and customer «names» and secrets; and
WHEREAS, both parties acknowledge that this Agreement concludes and incorporates
into it any verbal agreements as -to the subject matter hereof, and that it supplements and
'
is in addition to any written employment agreements between the parties hereto; and that
without agreeing to terms hereof, «lastname» would not be permitted to work under a
-3- o«.►CC ConadAg Ve: 5n/9YRw. 1«,
9470
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«ben_date» Agreement
By and Between MPC and Contractor
t : " TLMA for MPC.
f
NOW, THEREFORE, for and in consideration of the above recitals of the
premises, MPC agrees to furnish «lastname» with Confidential Commercial Information
(as defined above in italics), and « lastname» agrees to accept and use said information
subject to the terms and conditions specified below:
1. RECITALS: All the above recitals are incorporated herein and made a
part of this Agreement by this reference.
2. TERM: This Agreement shall commence on the date specified at the top
of the first page hereof, and (except for those provisions which specifically survive any
termination hereof) shall end 180-days thereafter if a TLMA, as anticipated between
«lastname»'s employer and MPC, has not been executed within said initial period; but, if
and after any such TLMA has been executed between the parties hereto within said initial
period, this Agreement shall remain in full force and effect during the term_ of
lastname»'s engagement or authorization thereunder by MPC, and for the periods of
time thereafter set forth in this Agreement and in any such TLMA.
3. TERMINATION:
a. Either party hereto may terminate this Agreement at any time and for any
reason by giving the other 30-days advance written notice of its intent to do so. In any
event of termination of this Agreement, «lastname» shall return to MPC an and all
l�' � Y
" materials pertaining to the CCI which are in «lastname»'s possession, per Section 11,
below, of this Agreement.
b. Upon any termination hereof, « lastname» shall, within 10 days of any
termination, return to <dastname»'s Employer under the TLMA, all CCI and or copies
thereof which have been provided to « lastname» under the TLMA and/or under this
Agreement, or otherwise.
4. CONFIDENTIAL COMMERCIAL INFORMATION: This Agreement
sets forth the terms and conditions agreed to between the parties hereto, whereby MPC
does and shall reveal and entrust to « lastname» (verbally, in writing, and/or otherwise)
certain proprietary information, intellectual properties and trade secrets which are
valuable, special and unique assets of MPC, and which could, if not restricted, be used
against' the Company's best interests and to MPC's detriment (herein: the Confidential
Commercial Information," or "CCI"). Such information and properties include, but are
not limited to, those specified in italics above in the recitals.
4- u«acc cam, vm: s7ro3/Rcv. 116v+
9470
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«ben dateo Agreement
By and Between MPC and Contractor
5. USE OF THE CCI: The parties understand and agree that a primary
purpose of this Agreement is to govern olastriant access to and use of the CCI.
olastname)> acknowledges and agrees that the CCI is and shall remain the sole and
exclusive property of WC, and that nothing herein shall be interpreted to derogate such
exclusive ownership rights of MPC. olastriame)) shall neither claim nor attempt to record
any of MPC's trademarks, servicemarks, symbols, copyrights, or patents. MPC's
entrustment of any of the CCI to (dastnamw> pursuant to this Agreement is for the sole
and strictly limited purpose of assisting (dastriame)) to fulfill (dastriameWs direct,
personal duties under the anticipated TLMA of which this Agreement is to become part.
Such. entrustment is not (and shall not be construed to be) a sale, lease, license or transfer
of any of the CCI, nor, except in specific fulfillment of (dastnameWs direct, personal
duties for MPC, is such entrustment an offer, invitation or permit for olastname)> to copy
or modify in any way, any part of the CCI; or to transfer by any means, directly or
indirectly, or personally or through any other person or entity, any of the CCI to any third
party; or, to create any derivative work based upon the CCI; or to keep or use the CCI
beyond the limits of this Agreement (or of any other agreement of which this Agreement
may become part) without the express, written, prior consent of MPC. Furthermore,
olastriameo agrees to hold MPC harmless against any damages to MPC which may arise
from Wastnameo's willful disclosure of the CCI in violation of this Agreement.
NON -DISCLOSURE: (dastname)) shall not, at any time during the term of
this Ag
reement (except in specific fulfillment of WastriameWs direct, personal duties
under a separate TLMA), or for a period of 5-years after any termination of this
Agreement, except as may be authorized by MPC in writing, do the following:
a. Disclose any secret, confidential, technical, planning or policy
matter
relating to any aspects of MPC's business; or
b. Disclose any operational, technical, management, financial control
system or tax matter, information or process relating to Company and its business; or
C. Disclose any trade (dastnameos, trademarks, patents, copyrights,
products, mailing or customer lists, designs, systems, formulae, product composition,
label, or label design, package or packaging method used by, or contemplated for use by
MPC; or
d. Make use of, directly or indirectly, any of MPC's secret and
confidential methods and techniques of its business, including, but not limited to its
Confidential Commercial Information, customer and mailing lists, suppliers, analysis of
customer responses, data, figures, sales figures, projections, estimates, tax records,
personnel history, accounting procedure, marketing strategies, promotions, etc., for his
-5-
Dor.ICC CoraWtAgL Ver. Sn/93/Rov. W94
94— 70
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i
«ben date» Agreement
By and Between MPC and Contractor
own benefit or for the benefit of others presently engaged in business in competition with
MPC, or for others who might or could enter into MPC's business; nor divulge the same
to'any.person firm or'institution, either by statement, deposition or as a witness, except
upon direct writtenauthority of the Company, and MPC shall be entitled to an injunction
by a. competent court to enjoin and restrain the unauthorized disclosure of such
information as more fully set out hereinafter.
e. Otherwise disclose any of the CCI to any third party not specified
+, by MPC in writing (except in specific fulfillment of «lasfiame»'s direct, personal duties
under a separate TLMA), nor shall vlastname» use any of MPC's CCI to benefit any
competition with MPC in any way.
7. NON -COMPETITION: Due to the fact that MPC's proprietary systems
have established internationally applicable standards, and MPC is now marketing these
systems and related products and services (and seeking to preserve and protect its
intellectual property rights) throughout the world, there is no appropriate geographic area
limitation applicable to this non -competition provision. For the specific period of time
from the date of this Agreement until two years after any termination thereof, «lastname»
shall not, without the express, prior, written consent of MPC (which shall not be
unreasonably withheld), engage in any of the following activities:
a. Directly or indirectly own, manage, operate, control, be employed
by, participate in, or be connected in any manner with the ownership, management,
operation or control of any business which sells products or services comparable to those
being sold by MPC at the time of the termination of employment;
b. Directly or indirectly own, manage, operate, control, be employed
by, participate in, or be connected in any manner with the ownership, management,
operation or control of any business dealing with MPC.
C. Directly or indirectly seek or obtain employment with any of the
customers of MPC whether as a direct employee or as an independent contractor.
lastname> may, however, without violating the terms of this Agreement,
engage in any other type or form of business, provided that his services are wholly and
totally, unrelated to the business in which MPC is engaged at the termination of this
Agreement and that no use is made, directly or indirectly, of MPC's Confidential
Commercial Information.
8. REASONABLE RESTRICTION: « lastname» agrees that the
restrictions in this Agreement are reasonable and necessary for the proper protection of
-6- DMICC CMWAASL ve: "19"", vbw
-'N'MYni.rfe'f^`Y»...+.. ...,py
R..✓.n).Mf 4. ,..a.. ... .. .-.. :. .. ..-.'. ..:........ ... .. .... .. _. .. ..... .... . .. ...... ..... ,... ... .... ........ ..... . .. ....
«ben date» Agreement
By, and Between MPC and Contractor
the business and interests of MPC and do not deprive him of the means or opportunity for
suitably supporting and maintaining himself and his family or for obtaining employment
after termination of this Agreement:
9. '` REMEDY: In the event of actual, contemplated or threatened breach of
Section 6 (Non -Disclosure) or. Section 7 (Non -Competition) of this Agreement, MPC
shall be entitled; without posting any bond, to obtain from any Court of appropriate
jurisdiction, an injunction, restraining «lastname» from continuous or anticipated
commission of such breach, plus attorneys' fees, costs of suit, and other appropriate
relief, including damages. Nothing herein shall be construed as prohibiting MPC from
pursuing any other remedies available to MPC for any such breach or threatened breach
by (lastname)), including, without limitation, recovery of damages from (lastname)).
10. DISCOVERIES AND IMPROVEMENTS: (dastname)) will disclose
promptly to Company and hereby does assign and agree to assign to Company, free from
any obligation to him, all of (dastnameWs right, title, and interest in and to any and all
inventions, discoveries, improvements, extensions or advancements made, conceived,
devised, developed or perfected by him during the term of this Agreement, which:
(a) uses equipment, supplies, facilities or trade secret of MPC; or
(b) uses any time for which «lastname» may be compensated by
MPC; or
(c) relates to the CCI of MPC or to its actual or demonstrable
research and development; or
(d) that results, in whole or in part, from work performed by
(dastname)) for MPC and its assigns.
(lastname)) agrees to sign all instruments necessary for filing and prosecution of any
application for copyrights, or for patents or Letters Patent of Germany or the United
I{
States or any other country, or the renewing of any of the aforesaid copyrights, patents or
applications ` for Letters Patent, and to sign all instruments necessary for filing and .
prosecution of any continued, divisional and reissue copyright and/or patent applications
which may be necessary to render the aforesaid inventions, discoveries, improvements,
extensions, or advancements effective and in full force.
11. PROPERTY OF COMPANY: Upon any termination of this Agreement,
(lastname)) shall surrender to MPC any and all materials containing and/or pertaining to
the Confidential Commercial Information (including all copies thereof) that are in
«lastnameWs possession, together with like materials, relating to the business of MPC, its
affiliates, or its customers. (lastname» acknowledges that all such materials are and shall
remain the property of MPC solely, and that « lastname» has no right, title, or other
-7- noo.tcc c«raingc ver: 5M93/P".. 1494
94- 70
'.4fhktitlr,+W'vF-^rM.4F.✓'6W ,kv...,:... ..:.... .. .... ... .... „,,.,.... ., ... .., .._ ... .. ,. .. ... .. ..
«ben date* Agreement
By and Between MPC and Contractor
interest in or to such materials.
12. WAIVER: No waiver by any party to this Agreement of any breach or
default of any of the terms or provisions hereof shall be effective or be binding upon such
party unless the same shall be in writing and signed by or on behalf of such party.
13. AMENDMENT: No alteration, amendment, or modification of this
Agreement shall be effective or binding unless in writing and signed by both of the
parties hereto.
14. SUCCESSORS: This agreement shall be binding upon and inure to the
benefit of any successor of MPC and any such successor shall be deemed substituted for
` UPC under the terms of this Agreement. As used in this Agreement, the term
"successor" shall include any person, firm, corporation, or other business entity which at
any time, whether by merger, purchase, or otherwise, acquires all or substantially all of
the assets of business of MPC. «lastname»'s rights hereunder are not assignable.
15. ENFORCEMENT COSTS: If it becomes necessary for MPC to enforce
the terms of this Agreement, and if MPC successfully establishes olastname» 's violation
hereof in a court having jurisdiction, then, in those events, «lastname» agrees to pay all
attorney's fees and costs of MPC which may arise out of or are incident to such
enforcement by MPC of the provisions of this Agreement.
16. EXTENSION: The parties understand and agree that this Agreement
( formalizes their relationship as to the disclosure between the parties of any information
relating to the CCL This Agreement thereby extends to all information concerning said
CCI which may have been disclosed to «lastnameo prior to the execution of this formal
;. Agreement. This Agreement shall not, however, be construed to prevent «lastname»
from the legal and proper use of any information which unquestionably exists in the
public domain.
17. LAW & VENUE: This Agreement shall be interpreted and administered
under the laws of the United States of America and of the state of Utah, and it is subject
to enforcement by Salt Lake City courts having relevant jurisdiction.
18.1 ENTIRE AGREEMENT: This Agreement together with the TLMA
expected to be executed by the parties shortly after the execution of this Agreement,
constitutesagreement `.the sole and entire a eement and understanding between the parties with
1
respect to the matters covered thereby, there being no other promises, agreements,
representations, warranties or statements between them in respect to matters not
set forth in this Agreement. In the event of an inconsistency, contradiction or
expressly gr Y
-8- Aue= CauWAgt Ver. 5/7/93/Rov. 1/664
9470
WHEREAS, the Board of Directors at a duly held corporate meeting have
considered the matter in accordance with the by-laws of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF 1vIEDICAL PRIORITY CONSULTANTS, INC., that either the president or a Vice
President are hereby authorized and instructed to enter into a contract in the name of, and
on behalf of this corporation, with the CITY OF MIAMI for a comprehensive Advanced
Medical Priority Dispatch System implementation, in accordance with the contract
documents furnished by MEDICAL PRIORITY CONSULTANTS, INC., and for the
price and upon the terms and payments contained in the proposed contract submitted by
MEDICAL PRIORITY CONSULTANTS, INC. and subject to the following contingent
requirements:
1. That the accompanying Amendment to the subject Agreement, dated January 10,
1994, be included with the original documentation and be executed by the City of
Miami simultaneously with their acceptance and entering into the subject
Agreement.
f 2. To avoid having open ended obligations executed by this corporation, this
authorization and said officers signatures shall only be recognized as validated by
this corporation if subject Agreement and Amendment are executed by the City of
Miami on or before March 31, 1994.
70
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
CA 1.8
TO Honorable Mayor and Members GATE : 'FEB 4 1904 FILE ,
of the City Commission
SUBJECT Medical Priority
Dispatch Training
FROM Cesar O REFERENCES
City
ENCLOSURES:
RECOMMENDATION
It is respectfully recommended that the City Commission adopt a
resolution authorizing the City Manager to enter into a
Professional Service Agreement with Medical Priority Consultants,
Inc:, for Medical Priority Dispatch Implementation at a cost not
to exceed $70,000. Funding will be from Enhanced 9-1-1 Project
196002, 'Index Code No. 290461-340 in the amount of $70,000. In
October of 1992, $20,000 was spent for the initial Training Phase
of this Project.
r
BACKGROUND
The Department of Fire, Rescue and Inspection Services is j
upgrading its medical emergency call taking and dispatching
proceduresto meet current nationally recommended minimum
standards for Emergency Medical Dispatching Centers. This will
be, accomplished by providing training for all Fire Department
Communications Operators and their Supervisors in the reception
and- management of requests for emergency medical assistance. The
training being -provided by Medical Priority Consultants includes
Quality Assurande" Process Setup, Refresher Training, Initial
Protocol Implementation, Response Implementation and Pro Quality
Assurance Installation.
The practice and standardization of Emergency Medical Assistance
call handling has become more complex over the past few years.'
The dispensing of this service has evolved to the point where the
citizens of the community are expecting and should be delivered
the best service the City of Miami E 9-1-1 operators are capable
of ;delivering. The functions of receiving and processing calls
for emergency medical assistance, determining appropriate`
response levels, coordinating appropriate and available
resources, and providing Information and Pre -Arrival instructions
are additional duties which the Emergency Medical Dispatch
Operator is.expected to deliver to the citizens.
3'
t 94 70