City of Napa
Agreement No. /(
J
PRIORITY DISPATCH SYSTEM
IMPLEMENTATION AGREEMENT
This Priority Dispatch System Implementation Agreement ( the " Agreement") is made and entered by and between Medical Priority Consultants, Inc. dba Priority Dispatch Corp (" PDC"), a Utah corporation, and City of Napa, California charter city(" Customer"). PDC and Customer are collectively referred to herein as the" Parties" or individually as a" Party."
BACKGROUND
A. Customer desiresto procure and provide an effective, efficient, and comprehensiveemergency medical andfire dispatchsystemfor its residentsandtransientpopulation.
B. The Parties desire to enter into an agreement for the licensing, training, implementation, and maintenanceof PDC's products and services, altogetherthe Medical and Fire Priority Dispatch System(" PDS").
The Parties agree as follows:
1. Pricing & Payment Terms. Pricing details for the Medical and Fire Priority Dispatch System are set forth in Attachment A. Additional services or products may be provided upon request.
The price of any additional products or serviceswill be negotiatedat the time of request. Any increase in the the quantity of products and services under this Agreement may result in an increase in Customer' s pricing, including annual support fees.
2. Statement of Work. The Parties will work together in good faith to develop a mutually acceptable Statement of Work for the implementation of the PDS. Once agreed upon, the Statement of Work shall attach to this Agreement as Attachment B. The Statement of Work will provide a phasedapproachto the implementation of the PDS, designedto assistCustomer with meeting the International Academies of Emergency Dispatch (" IAED") operational and performance requirements to become an Accredited Center of Excellence(" ACE"). a. Change in Statement of Work. Should it become necessary to change the Statement of Work for any reasonthe Partiesshall work togetherto make any necessarychanges. As we work together to support your center, the scheduling we agree upon is critical.
At any given time, PDC has many implementations at various stages of the implementation process and we're also conducting many emergency dispatch and software training courses monthly. We must consider all PDC clients when you make cancellations, updates, or changes to the agreed- upon dates. The cancellation/ change form can be found at https:// zfrmz. com/ k1NN4K2kTxOuzGTkQB89
3. License. The useand maintenanceof the PDS and other PDC licensedproductsare set forth in the applicable End User License Agreement (" EULA") a copy of which can be found at https://www.prioritydispatch.net/wp-content/uploads/2016/06/End-User-License-Agreement.pdf and as Attachment C.
4. CAD Integration. The Parties understand in the event a Computer Aided Dispatch system CAD") is usedby Customer,any costsrelating to the integration of the PDSsoftware( ProQA®) and Customer's CAD system shall be the sole responsibility of Customer. The integration of Customer's CAD system and ProQA must be inspected, tested, and certified by PDC before taking live calls.
5. Term & Termination. This Agreement shall remain in effect for 5 years. After 5 years the Partiesshall revisit the terms of this Agreementandin good faith shall determinethe relationship going forward. The Effective Date is the latter of the signature dates of the Parties below.
Notwithstanding, the Parties understand that if this Agreement is not terminated or the Parties fail to determine the relationship going forward, this Agreement shall automatically renew for subsequentterms of one year at the then current annual support prices, and thereafter may be v. 2021 Page 1 of 6
ATTACHMENT 2
terminated as setforth below or by giving 90-daysnon renewal notice beforethe annualrenewal date( anniversaryof the dateof execution).This Agreementshall remain in effect until terminated by oneof the Parties.
a. Termination after Initial Term. Either Partymay terminatethis agreementby providing written notice to the other Party at least 90-days before the anniversaryof the Effective Date. If written notice is not received by the non-terminating Party at least 90-days beforethe anniversaryof the Effective Date,this Agreementwill automatically renew for anotheryear assetforth above.
b. Termination for Cause. Either Party may terminate this Agreement if the other Party commits any material breach of its obligations under this Agreement and fails to cure such breach within thirty( 30) days of written notice of the breach. c. EULA. This Agreementmay be terminatedfor any reasonsetforth in the EULA. d. Effect of termination. Upon termination or expiration of this Agreement, Customer shall return to PDC, within 10 days, all PDC' s Confidential Information and intellectual property. In addition, all payments owed to PDC that have accrued prior to the termination or expiration of this Agreement shall be payable to PDC within thirty ( 30) days.
6. Relationship of the Parties. The Parties shall act as independent contractors in the performance of this Agreement. The employeesof one Party shall not be deemedthe employeesof the other Party.
7. Confidentiality. During the courseof this Agreement,it may becomenecessaryfor Customerto handle or receive PDC' s Confidential Information. Customer agreesto keep all Confidential Information received from PDC confidential, and Customer may only disclose it to employees or contractors on a need-to- know basis, provided that the employee or contractor receives the Confidential Information under a written obligation of confidentiality. Confidential Information meansany information, in any form or medium, disclosedby PDC to Customer, including, but not limited to, expertise, trade secrets, proprietary information and products, know-how, lists, technical specifications, processes, training materials, software programs, software documentation, price lists, marketing plans, and manuals, including all derivatives of the aforementioned. This section shall survive termination or expiration of the Agreement.
Notwithstanding anything to the contrary set forth herein or in the EULA, Customer may disclose Confidential Information if required to do so by law, including the California Public Records Act, or by a court order, administrative order or subpoena
8. Intellectual Property. Each Party acknowledgesand understandsthat the copyrights, patents, trade secrets, trademarks, and other intellectual property, including derivatesand rights thereof, belonging to a Party are and shall remain the sole and exclusive property of that Party. This section shall survive termination or expiration of the Agreement.
9. Conflict of Interest. During the term of this Agreement, a Party shall not accept work, enter into a contract, or accept an obligation from any third party inconsistent or incompatible with the Party' s obligations under this Agreement.
10. Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either Party from any obligations setforth in this Agreementwhich( i) the Partieshave expressly agreedshall survive any suchtermination or expiration, or( ii) by their naturewould be intended to be applicablefollowing any suchtermination or expiration.
11. Compliance with Laws. The interpretation,validity, and enforcementof this Agreementwill be governedand interpretedin accordancewith the laws of the Stateof California. Any suit, claim, or legal proceedingof any kind related to this Agreement will be filed and heard in a court of competentjurisdiction in the County of Napa.
12. Assignment. Customer shall not assign, sell, transfer or delegate its rights and obligations under this Agreement without obtaining prior written consent of PDC. v. 2021 Page 2 of 6
ATTACHMENT 2
13. Attachments. All Attachments are incorporatedby referencesas if set forth in the body of the Agreement. This Agreement may not be modified or altered except in writing signed by the Parties.
14. Severability. If any portion of this Agreement is determined to be invalid or unenforceable, such portion shall be adjusted, rather than voided, to achieve the intent of the Parties to the extent possible, and the remainder shall be enforced to the maximum extent possible.
15. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, the Parties agree first to try in good faith to settle the dispute.
16. Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of California, United States of America. All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in Napa County in the Stateof California. EachParty herebyagreesto submit to the personaljurisdiction of these courts.
17. Notices. Any notice or demand required or permitted hereunder shall be sufficiently given when set forth in writing and delivered in person, email, fax or mail:
To PDC: To Customer:
Priority Dispatch Corp. City of Napa, California charter city 110 South Regent Street, Suite 500 1539 1s1Street
Salt Lake City, Utah 84111 Napa, California 94559
Attention: Legal Department Attention: G%vim 0L- LeT '
Email: legal. dept@prioritydispatch. net Email: G;; L%-- 0• 4- i-. cty ocJr, Q<a. prs
Phone: 800. 363. 9127 Phone: ic7 7.4, q te,4 5"
18. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and either Party may enter into this Agreement by executing a counterpart.
The Parties have executed this Agreement by their duly authorized representatives as of the last date below.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF N A, alifornia charter city Priority Dispatch By: By:
Steve Potter, City Manager n cDanieWPresident
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By: lj M
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Dave einbach, Chief Financial Officer
Tiffany Carranza, City Clerk C'a; f li n JGl D tp-/- 17 C 4411 y,
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Date: V Ae Z 0 7 J
Effective Date")
COUNTERSIGNED: APP ED AS TO FORM:
C Attt)TlleyaS.Wolfson,Deputyity
J Rit4enberg, City Auditor Micha Barrett, ty Attorney v. 2021 Page 3 of 6
ATTACHMENT 2
Attachment A
SEE ATTACHED SALES QUOTE# 52549
INITIAL PDS IMPLEMENTATION PRICING( YEAR 1)
Fees for the initial PDS implementation and training are $ 225, 000. 00 ( see attached Sales Quote # Q- 52549). This fee coversall of the quotedimplementationsactivities andthe first year of product licensing and maintenance.
Payment Schedule: Please see attached Payment Schedule for the initial PDS Implementation.
CONTINUING ANNUAL SERVICE AND SUPPORT FEES( YEAR 2- 5)
The fee for the annual product licensing renewal and maintenance( Extended Service Plan- ESP) of PDC' s productsand servicesareasfollows:
Year 2: $ 27, 000. 00
Year 3: $ 27, 000. 00
Year 4: $ 27, 000. 00
Year 5:$ 27, 000. 00
Payment Schedule: Annual supportfeeswill be billed yearly uponthe anniversaryof the Effective Date of this Agreement.
Payment Notes:
1. Customer will be billed on an annual basis.
2. All prices in USD
3. This pricing is exclusiveof any applicabletax. Any applicabletaxeswill be addedto this amount.
4. Paymentmust bepaid by Customerwithin 30-daysof receiving aninvoice from PDC.
5. If invoice is not paid within 60- days it will be considered" overdue" and accrue interest at 1% per month, compounding.
6. If invoice is not paid within 90-daysit will be in" default" and servicesandproductsprovided by Priority Dispatch may be removed, suspended, or become unavailable. If there is a dispute over an invoice the" overdue" or" default" status may be delayed if there is communication towards resolution. Lack of communication for 30- days will advance the invoice to the next status( i. e. overdue to default).
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ATTACHMENT 2
QUOTE
110 Regent Street, Suite 500 Agency: City of Napa Central Dispatch Salt Lake City, UT 84111 Agency ID#: 9990
USA Quote#: Q- 52549
www. prioritydispatch. net Date: 3/ 31/ 2021
Prepared By: Cheryl Collins Offer Valid Through: 3/ 31/ 2021 Phone:( 800) 363- 9127 Payment Terms Net 30
Direct: Ext. 191
Email: cheryl. collins@prioritydispatch. net Currency: USD Bill To: Ship To:
City of Napa Central Dispatch City of Napa Central Dispatch Gus Ulloth Gus Ulloth
PO Box 660 1539 1st Street
Napa, California 94559 Napa, California 94559
United States United States
Product Qty Amount
ProQA Medical/ Fire Software Licenses 9 USD 72, 000. 00 Automated calltaking software
ProQA Medical/ Fire Backup Software Licenses 8 USD 12, 800. 00 Offsite, backup location software
AQUA Case Review Software for EMD/ EFD 2 USD 7, 000. 00 Quality Assurance( case review) software base engine and discipline module XLerator Client Server Suite 1 USD 4, 500. 00
Client server software application suite
Protocol Tablet for EMD/ EFD 5 USD 2, 950. 00
Licensed backup protocol tablet
Advanced SEND Cards for MPDS- Box of 100 1 USD 50. 00
Individual S. E. N. D. cards
Implementation Support Package for EMD/ EFD 1 USD 45, 000. 00 Implementation support and quality management program development Remote ProQA Software Training- M/ F 30 USD 5, 970. 00
Per person cost for four hours of ProQA software
training completed in a virtual, instructor- led environment Remote AQUA Software Training- MF 4 USD 796. 00
Per person cost for eight hours of AQUA software
training completed in a virtual, instructor- led environment Remote System Administration Training 2 USD 398. 00
Per person cost for training for center management detailing program configuration and customization options, completed in a virtual, instructor- led environment Remote ProQA& AQUA Reports Training 2 USD 298. 00
Per person cost for four hours of training for administrators, managers and supervisors on the configuration and customization options in ProQA and AQUA, completed in a virtual, instructor- led environment
To lead the creation of meaningful change in public safety and health."
ATTACHMENT 2
D QUOTE
Product Qty Amount
Equip QA for EMD 1 USD 11, 700. 00
Quality Performance Review( QPR) for EMD
Initial implementation of expert case review, quality management and mentoring for telecommunicators, QA staff and management(_ cases/ week) Equip QA for EFD 1 USD 11, 700. 00
Quality Performance Review( QPR) for EFD
Initial implementation of expert case review, quality management and mentoring for telecommunicators, QA staff and management(_ cases/ week) IAED Accreditation Application Fee EMD 1 USD 2, 250. 00 IAED fee for accreditation
IAED Accreditation Application Fee EFD 1 USD 2, 250. 00 IAED fee for accreditation
Priority Dispatch System ESP( P) M/ F 9 USD 27, 000. 00 System License Renewal, Service& Support
ED- Q Training and Certification for EMD 12 USD 6, 600. 00 Materials, tuition and certification( 2 days, 16 hours) ED- Q Training and Certification for EFD 12 USD 6, 600. 00 Materials, tuition and certification( 2 days, 16 hours) Protocol Training and Certification for EMD 30 USD 10, 950. 00 Materials, tuition and certification
Protocol Training and Certification for EFD 30 USD 10, 950. 00 Materials, tuition and certification
Remote Software Installation/ Update- M/ F 1 USD 500. 00 Software installation or update completed remotely by Priority Dispatch General Discount 1 USD- 17, 262. 00
Incentive to execute contract according to the terms as discussed EMD EFD Implementation TOTAL: USD 225, 000. 00
Product Qty Amount
Priority Dispatch System ESP( P) M/ F 9 USD 27, 000. 00 System License Renewal, Service& Support
Priority Dispatch System ESP( P) M/ F 9 USD 27, 000. 00 System License Renewal, Service& Support
Yrs 2& 3 annual maintenance TOTAL: USD 54, 000. 00 Product Qty Amount
Priority Dispatch System ESP( P) M/ F 9 USD 27, 000. 00 System License Renewal, Service& Support
To lead the creation of meaningful change in public safety and health."
ATTACHMENT 2
QUOTEspatDi ch
Product i Qty Amount
PriorityDispatch System ESP( P) M/ F 9 USD 27, 000. 00p Y System License Renewal, Service& Support
Yrs 4& 5 annual maintenance TOTAL: USD 54, 000. 00 Subtotal USD 225, 000. 00
Estimated Tax
otal USD 225, 000. 00
Customer Signature: Date:
Customer Name: Purchase Order ID:
Expiration Date:
TERMS AND CONDITIONS
This quote is valid for 120 days from date of issue. All prices quoted are exclusive of any applicable taxes, duties, or government assessments relating to this transaction, which are the sole obligation of Buyer. You can find it here: https:// prioritydispatch. netilicensing/ To lead the creation of meaningful change in public safety and health."
ATTACHMENT 2
Attachment B
STATEMENT OF WORK
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ATTACHMENT 2
mmiummimm
Priorifyi
Dispatch- 7
STATEMENT OF WORK
PHASE EXPLANATION OF PHASE
Initial Assessment Implementation Pre- Planning - Conference Call Phase 1 Organization Set- up and Quality Improvement Unit ( QIU) Activities Phase 2 Training
Phase 3 Software Installation and Configuration
Phase 4 System Implementation
Phase 5 Quality Assurance Phase: 30 days post on- line
Phase 6 Quality Improvement Phase: 90 days post on- line Phase 7 Accreditation
Phase 8 Ongoing support
DELIVERY AND IMPLEMENTATION OF THE MPDS, PROQA, & AQUA
Delivery and Implementation of the MPDS
The purpose of this Implementation and Detailed Schedule is to provide an overview of the proper steps that will be taken to ensure the successful implementation of, and ongoing support of the MPDS. This plan will also assist your agency in meeting all the standards necessary for accreditation by the IAED as an Accredited Center of Excellence( ACE). To accomplish this, PDC will assist in implementing a self- sustaining quality improvement and risk management system that will ensure a continuous, safe and effective emergency dispatch operation both now and in the future.
Statement of Work: Implementation of the MPDS
INITIAL ASSESSMENT( IMPLEMENTATION PRE- PLANNING CONFERENCE CALL) The initial step in the implementation process will be a conference call involving the communications center director and any other senior management team members deemed appropriate by the director, the involved PDC Regional Account Manager, and the PDC consultant detailed to be the Project Manager for the implementation. The purpose of the conference call will be an initial introduction of all involved parties and to set a start date for the implementation.
The next step, through the use of our Consulting Questionnaire and Consulting Evaluation processes, PDC Project Managers will obtain information about the communications center, key management officials and positions, the current emergency dispatch methodology, services provided, unit allocation and configuration, response times, management practices, quality improvement/ assurance and risk management programs as they relate to the emergency dispatch function.
ATTACHMENT 2
PriorDispachi
Other information obtained will include local and regional issues of concern, as well as demographic and statistical data. Information will be gathered primarily through the use of survey documents where possible.
These documents should be completed and returned to the PDC Project Manager for review. PDC' s assessment focus is directed towards training needs and quality improvement/ assurance issues, the communication center dispatch policies, practices and procedures, and a comprehensive systems approach to emergency services dispatch evaluation. PDC may elect to perform an on- site visit to gather or help facilitate the gathering of information.
PHASE 1 Organization Set- up and Quality Improvement Unit( QIU) Activities Leadership/ Implementation Course. PDC staff will conduct a Leadership/ Implementation Course for the Center senior managers. This course is designed to be an orientation to the EMD process as it relates to national standards, management oversight responsibility, quality management processes, and the implementation process.
Steering and MDRC meeting. PDC staff will assist in the development of the implementation process by supporting the managers of the agency.
Combined Steering and Medical Dispatch Review Committee( MDRC) meeting. PDC staff will provide guidance and support in the creation and first meeting of the Steering and MDRC committee. PDC will provide generic policies and procedures for review and revi- sion to aid in administration of the Steering Committee, MDRC and Quality Improvement Unit( QIU), as well as the appropriate use of the MPDS. During this meeting, the PDC staff will also review the strategic goals and objectives of your organization in order to assist you in meeting your targets as they pertain to the Communications Center and the organization.
Technical Evaluation. A PDC technical specialist will meet with your IT staff to lay out a plan of action, review system requirements for PDC software, discuss software options to prepare for installation, identify and verify all dispatch and training workstations, and discuss Computer- Aided Dispatch ( CAD) interface parameters. Typical participants in the Technical Evaluation include system administrators, IT staff, in- house CAD staff, and dispatch center management.
PHASE 2 Training
Project Manager training. PDC personnel will listen to the needs of and advise on the project management of the implementation.
Formal project management support is available throughout the implementation process.
Certification and Software training split into two categories. PDC will liaise with the agency to ensure a satisfactory timetable of training, at a suitable venue. Certification training will require fi a projector for the instructor and a classroom suitable for the number of designated trainees. IAED Certified instructors will provide training and certification courses to all calltakers, dispatchers and supervisors. Emergency Dispatch — Quality( ED- Q) instructors will provide certification training to all QA/ QI personnel. A PDC software specialist will set- up, install and train all dispatch personnel on the use of the EMD ProQA software as well as ED- Q personnel in the use of AQUA case review software. Software training will require a projector as well as a training computer for each trainee in attendance. PDC will conduct an agreed upon number of training sessions over a suitable amount of days.
ATTACHMENT 2
Priority
Dispatch_
PHASE 3 Software Installation and Configuration
ProQA, AQUA, and XLerator database management Software.
PDC Software Specialist will conduct onsite installation and configuration of the appropriate software while working with local IT personnel to train in the ongoing use and maintenance of ProQA, AQUA and XLerator Software.
CAD Interface Testing. The CAD Interface will also be tested for proper functionality.
PHASE 4 System Implementation
EMD orientation to Quality Improvement Unit( QIU), Quality Manager( QM) activities and performance monitoring. PDC staff( or an appropriately qualified ( EMD- Q) instructor), will provide an EMD- Q course to the designated QIU personnel. The course will facilitate the QIU understanding of quality rationale, measurement methods, and applications. Emergency Medical Dispatch- Quality( EMD- Q) training will require a projector for the instructor and a class room suitable for all EMD- Q attendees.
Initiate use of the MPDS On- line Training. PDC staff will provide on- site supervision and on- line training of communication staff during implementation of MPDS.
PHASE 5 Quality Assurance Phase ( 30 days post on- line) Ongoing MDRC support. PDC staff will provide ongoing support for MDRC activities through direct attendance of separate or joint Oat MDRC and Steering Committee meetings.
i
QA Review of Agency Calls. PDC personnel will audit and review a predetermined number of calls per month( depending on call volume) via VPN or ftp. Additional calls may need to be reviewed by Agency as per IAED guidelines.
Review and calibrate QA system data. PDC personnel will review QA reports and data to determine what revisions or adjustments may need to be made.
Developmental support of Continuing Dispatch Education ( CDE) program. PDC staff will review quality assurance data to assist communications staff in identifying possible performance issues to aid in the development of CDE topics. PDC will provide examples and curriculum outlines.
Field orientation and distribution of Field Responder Guides( FRG)( in appropriate markets). PDC staff will provide a brief( 30 minutes) tutorial on the principles of the MPDS and its impact on operations to field personnel. In addition, field personnel and administration will be provided with a description of supporting documentation and adjuncts ( Field Responder Guide) that clarify the use of the protocol from a field and management perspective.
SEND( Secondary Emergency Notification of Dispatch) Orientation ( in appropriate markets). PDC will provide an orientation to the SEND card which will be issued to field personnel and to their dispatch staff.
The cards are required by non- EMS personnel to provide a minimum amount of information to ensure an appropriate EMS response. Field personnel will be provided with a brief tutorial CD.
Public education. PDC staff will assist in the development of a public education program to ensure that the implementation of the program is perceived as an enhancement to the system rather than an effort to ration or deny service. PDC staff will be available for media activities.
ATTACHMENT 2
Priori' y'
Dispatch- 7
Ongoing master case review of the QIU case reviewers and recommendations for performance improvement. PDC staff will provide regular reviews of QIU case reviewer performance to ensure compliance scoring and reporting is consistent with IAED Accreditation requirements.
PHASE 6 Quality Improvement Phase ( 90 days post on- line) Response configuration modification support. PDC staff will assist the system Medical Director in making changes to response configurations after compliance to protocol has reached appropriate levels.
System impact evaluation. Once changes to response configurations and modes have been implemented for two months, PDC staff, working with management and the communication staff, will provide an interim assessment regarding the impact of these changes on system performance. Further adjustments will be made as necessary.
Supplemental Visit( 1- day increment). In the event 90% compliance has not been reached at the 90- day post on- line date, PDC will conduct a visit to troubleshoot and assist in the development of an appropriate action plan. Within an agreed upon amount of time following this visit, a supplemental visit will occur to verify that the 90% compliance has been met and the organization is on target for accreditation.
PHASE 7 Accreditation
Master review of case review processes prior to accreditation. PDC staff will provide ongoing " master case review" of QIU reviewed cases prior to accreditation. Your communications staff will be responsible for randomly selecting and submitting compliance data on three percent of the calls received and processed by the communications center.
Accreditation submission support. PDC will provide assistance to your communications staff in the preparation and submission of their Accreditation application and attending documentation.
For more information, see " Accreditation of Excellence" and " 20 Points of Accreditation Excellence" located in Tabs 4. 5 and 4. 5.
PHASE 8 Ongoing support
IT, Consulting and or CDE onsite days. PDC will provide ongoing PDC Support Team days onsite( number of days to be determined) annually for any applicable protocol refresher, software, consulting, Continuing education requirements as per the client to maintain high MPDS protocol performance and compliance.
ATTACHMENT 2
Attachment C
END USER LICENSE AGREEMENT(" EULA")
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ATTACHMENT 2
PRIORITY DISPATCH SYSTEM(" PDS")
End User License Agreement( EULA)
1. Software meansthe Priority Dispatch System("PDS") software,content,and/or manualflip cardsthat you receivefrom PDC in connectionwith this Agreement and asfurther identified in Customer's invoice or quotefrom PDC, regardlessof the medium on which it is stored. Documentationmeansany andall manuals,instructions andother documentsand materialsthat PDC provides or makesavailable to Customerin any form or medium in relation to the Software.Wheneverthe context reasonably permits, any referencein this Agreement to" Software" shall also apply to the PDS and to the Documentation,which together comprisethe LicensedProduct Except asprovided below, in the sectionentitled" Limited Software Warranty," any Updatesto the Software receivedby you from PDC shall be included in this definition of Softwareand coveredby this Agreement. User rights to the Software areobtained only from PDC, by license agreementwith PDC.
2. A PDC Product. The Software( including its content)and any and all copiesthereof and derivativestherefrom areowned by PDC or its Licensor( s)( altogether" PDC"). You acknowledge that PDC owns the copyrights, patent rights, trade secrets, trademarksandother intellectual property rights in andto the Software. License feespurchaseonly the limited Licenseprovided in this Agreement. You agreenot to infringe upon any of theseexclusive intellectual property rights of PDC and that you will not attemptto record or register any of them for any party. Copiesof the Software areloanedto you by PDC for the duration of the License only, and only for the purposeof enablingyou to exerciseyour Licenserights( seealso, sectionentitled" Termination").
3. Stations, Licensed Stations, Number of Licensed Stations. " Stations" are computers, terminals, nodes, computer aided dispatch stations,or workstations in your possessionand/or control." LicensedStations" areyour Stationsthat haveaccessto the Software and for which you havepaid the applicableLicenseFeeto PDC for this Licenseto usethe Software.The" Number of Licensed Stations" is specified in your LicenseFeeinvoice or quotefrom PDC. You may not usethe Software in connectionwith any Stations( or any other computers, terminals, nodes or workstations) other than the Licensed Stations, and the number of Stations using or having access to the Software shall at no time exceed the Number of Licensed Stations." Training Stations" are Stations that have access to the Software but are dedicated to the purpose of training personnel on the use of computerized functions in the call- center, and may not be used to take real or live calls." Backup Stations" are Stations that have access to the Software but have beendesignatedasbackupstationsfor emergencycontingencyuseonly. Backup Stationsareseparateand independentfrom the Licensed Stations,andshall not run concurrentfunctions with the LicensedStations.Backup Stationsare only licensedto be usedin circumstanceswhen the Licensed Stationsarerenderedinoperable.
4. License of Software. PDC grants to Customer a nonexclusive, non- transferable limited license( the" License") to use the Softwareon the Number of Licensed Stations. This License also authorizesyou to usethe Documentation,but only in connection with your licenseduseof the Software. The Term of the Licensebeginson the dateyou receivethe Software andacceptthis Agreement. Rights not expressly granted to you under this Agreement are reserved by PDC.
S.License Fee. You shall pay PDC the License Feespecified andin your invoice from PDC when the License is purchased,and the ESP fee annually thereafter.Any increasein the Number of Licensed Stationswill requirethe paymentof additional license fees to PDC at its then- current rate for incremental Licensed Stations for the Software.
6. Copies& Use. You may copy Software for reasonable archival or back- up purposes. All trademark, copyright and proprietary rights noticesmust be reproducedby you and included on all copies. U.S. law, international law and treaties,andthis Agreement all prohibit you from making any other copies; or from making any derivatives of the Software, system protocols, or anything in the PDS; or from making any useof the Software in any mannernot licensedby this Agreement.
7. Use and Protection of the Licensed Product( s) and PDS. You are not entitled to receive any source code for the Software.
Without PDC' s express, prior written permission, you shall not:( a) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or trade secrets of the Software, or alter the Software or create any derivative work or product based upon, or derivedfrom the PDS, Software or Documentation; or( b) transfer, disclose,rent, lease, loan,publicly display, adapt, timeshare, sublicense, duplicate, distribute, translate, modify, or alter the Softwareor any copy thereof including, without limitation, any deletionfrom or addition to the Software, or allow third party accessto or useof the Softwareor any copy thereof in any manner; or( c) usethe Softwarein any way not specifically provided under this license. Modification of the Softwareby implementing Updatesprovided by PDC underthis Agreement,and by the addition of local responseconfigurations to PDS dispatch codes(asprovided for elsewherein this Agreement) arenot in breachof this section. You acknowledgethat your material breachof this Agreement would provide PDC the option to terminatethis Licenseand/or withhold Serviceand Support,and would also causeirreparableharmto PDC that could not be adequatelycompensatedby damagesalone. Consequently,PDC may seek and obtain, without postingany bond or providing any other security, immediatepreliminary and permanentinjunctions against your breachor threatenedbreachof the Agreement,in addition to any andall other legal and equitableremediesavailable, andyou hereby consentto the obtaining of suchinjunctive relief. In addition to other remediesthat may be availableto PDC, PDC shall be entitled to recover any profits madeby you asa result of the breachof this Agreementor the infringement of its intellectual property. Any derivative product, whether created knowingly or unknowingly, shall be the property of PDC.
ATTACHMENT 2
8. Extended ServicePlan. This Agreement includes and incorporatesthe accompanyExtendedServicePlan( ESP) agreementas set forth below.
9. Taxes. Any sales, use, withholding and other taxes, duties or government assessments relating to this Agreement or the License, or to the payments or transactions hereunder, shall be paid by you, in addition to all other specific payments required to be made by you under this Agreement. If any taxes or amounts are withheld or deducted by any government or authority from any licensefeesor paymentsto PDC, you shall be obligated to pay the taxesor amountswithheld or deductedsothat the license feesand paymentsactually receivedby PDC arethe full amountscontemplatedby this Agreementbefore suchwithholding or deduction. If necessary the license fees and amounts shall be increased(" grossed up") sothat the license feesand payments actually received by PDC after suchwithholding anddeductionsarethe full amounts. This sectiondoesnot apply to U.S.federal or statetaxesthat may be imposedupon PDC on the basisof net corporateincome.
10. Useof Software; Updates. You may only usethe Software in compliancewith this Agreementand the Documentation.PDC may issueUpdatesor revisions to the Softwareand bulletins or advisoriesconcerninguseof the Software( seealso," Updates" in the ESP).Your failure to implement suchPDC-provided Updatesor revisions within 90-daysof PDC providing sameto you will constitute a material breach of this Agreement, giving PDC the right to terminate the License for cause and/or to withhold further Service and Support, and you hereby agree to indemnify and hold PDC and the IAED harmless from and against any damages and liabilities that may arisefrom failure on your part to implement suchUpdates(seealso,ESPSectiontitled" UnsafePractices").
Updates to the Software received by you from PDC shall be covered as" Software" under this Agreement, as provided above, in the section of this Agreement entitled" Software." An exceptionto this generalrule is provided immediately below with respectto refunds, in the sectionentitled" Limited SoftwareWarranty."
11. Limited Software Warranty. PDC warrants that if the Software does not materially conform with its descriptions in the Documentation and PDC' s published specifications, and if you report in writing to PDC within 30 days after delivery of the Software to you any material failure of the Software to so conform with the Documentation or specifications, then PDC will, at its sole option, and at no cost to you, either:( a) remedy thefailure or provide a reasonable work- around solution; or( b) offer to refund LicenseFeesand anyprepaid feesfor ESPthat have beenreceived by PDCfor the non-conforming Software. The refund offer doesnot apply to free SoftwareUpdatesprovided by PDC underthis Agreement. If arefund is offered, you will have20 daysfrom the dateof the offer to either acceptthe refund or acceptthe Software" as-is." If you elect to acceptthe Softwareas-is, then PDC' s warrantieswill be deemedsatisfied andthis Agreementwill not terminate.If you acceptthe refund offer, you must return the Software to PDC within 20 days of the date of the offer; the License will terminate; and you must certify in writing to PDC that you have not retained in your possession or control, any copies of the Software and that you have not transferred or disclosed any Software to any third party. Then PDC will refund to you the License Fee and any prepaid ESP Fees received by PDC from you hereunder. THIS SHALL BE YOUR SOLE AND EXLUSIVE REMEDY AND PDC' S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY BREACH OF THIS WARRANTY.
12. Inspection. PDC may, from time to time and at its own expenseand option, inspectyour facilities andrecordsto audit your compliance with this Agreement. Although not obligatedto do so,PDC may inform you of any improper, unauthorizedor unsafe usageof the Software. If you are informed of any suchmisuseof the Software andfail to correct it to PDC's reasonablesatisfaction within 30-daysof written notice from PDC, then PDC may terminatethe License.In addition, if you develop,market,or otherwise use a competing or alternative dispatchproduct, you expresslyauthorizePDC to enteryour facilities to inspectand evaluatethe competing or alternative product to determineif any of PDC's intellectual property or intellectual property rights arebeing violated.
13. DISCLAIMER OF OTHER PDC WARRANTIES. PDC MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE LIMITED WARRANTY, SOFTWARE IS PROVIDED" AS IS" WITHOUT WARRANTY OF ANY KIND. PDC DISCLAIMS AND EXCLUDES ANY AND ALL
IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PDC DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE WITHOUT ERROR, OMISSION,
DEFECT OR DEFICIENCY, OR THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
14. LIMITATION ON PDC LL4BILITY. THE AGGREGATE LIABILITY OF PDC ARISING FROM OR RELATING TO THIS
AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT,
WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/ OR OTHERWISE, AND WHETHER OR
NOT ARISING IN WHOLE OR IN PART FROM PDC' S FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT
LIABILITY, SHALL NOT EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEE PAID BY YOU TO PDC DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. PDC SHALL NOT IN ANY CASE BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF PDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PDC SHALL NOT BE LIABLE TO ANY THIRD
PARTY FOR ANY CLAIM, LIABILITY OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THE SOFTWARE OR ANY RELIANCE THEREON. PDC IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF
USE OF THE SOFTWARE OR OTHER COMPUTER PROGRAMS, FAILURE OF THE SOFTWARE TO OPERATE
WITHOUT INTERRUPTION, LOSS OF DATA, COSTS OF RE- CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THE OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF
PDC ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. EXCEPT FOR THE LIMITED WARRANTY, PDC MAKES NO WARRANTY CONCERNING
THE SOFTWARE, AND PDC SHALL NOT OTHERWISE BE LIABLE FOR ANY NONCONFORMITY IN THE SOFTWARE OR IN THE PDS. FOR THE SAKE OF CLARIFICATION, IT IS UNDERSTOOD BY YOU THAT PDC DOES NOT ATTACHMENT 2
GUARANTEE, NOR INDEMNIFY, NOR SHALL PDC HOLD ANY PARTY HARMLESS TO ANY USE OF OR RELIANCE UPON THE DISPATCH PROTOCOLS CONTAINED IN THE SOFTWARE.
15. RESPONSIBILITY. IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST THE SOFTWARE AFTER IT IS
DELIVERED TO YOU TO DETERMINE IF IT IS ACCEPTABLE TO YOU AND ADEQUATE AND SAFE FOR YOUR NEEDS AND USES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON THE SOFTWARE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE ESP, AND THAT THE LICENSE IS CONDITIONED ON YOUR
REPRESENTATION TO PDC THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS.
16. ALLOCATION OF RISK THIS AGREEMENT DEFINES A MUTUALLY AGREED- UPON ALLOCATION OF RISK, AND THEFEESPAYABLE HEREUNDERREFLECTSUCHALLOCATIONOFRISK.Notwithstanding anything to the contrary set forth herein or in the EULA, Customer may discloseConfidential Information if required to do so by law, including the California Public Records Act, or by a court order, administrative order or subpoena
17. Termination. Either party may terminatethis Agreementassetforth elsewhereherein,or basedupon abreachof this Agreement by the other Party which is not curedwithin 30-daysof written notice thereof. This Section 17shall not limit the relief, remediesand damagesto which the non-breachingparty may be entitled. You may alsoterminatethe Agreementby returning the Softwareto PDC at any time, subjectto the decommissionprocessbelow. Upon any termination of the Agreement,you must,within 15-daysof termination, ceaseusing the Softwareand return it to PDC, togetherwith any Software-relatedproductsprovided to you by PDC hereunderand any copies createdby you, anda written certificate that you havenot retainedandno longer control accessto any copiesof any of the Software, and that you havenot transferredor disclosedany of the sameto any third party. a) DecommissionProcess. Decommissioningof the PDScan be very extensive. Customershall contactPDC at least90- daysbefore Customerplans on using analternative dispatchproduct. At that point, PDC shall provide Customerwith more detailed information regarding the decommissionprocess. Partof the Decommissionprocesswill involve collecting all PDC intellectual Property andexporting PDS datain a format that will give Customeraccessto historical records. In order to successfully decommissionthe PDS, Customerunderstandsthat PDC will comeon site at their location and Customermustprovide a dedicated person(generally an I.T. person)to PDC to allow for the successfuldecommissioningof the PDS. After the decommissionprocess, any PDC products, intellectual property, or materialsfound shall be immediately forwarded to PDC.
18. Disputes.
a). United States. If Customer is located or conducts its main business operations in the United States of America( including territories), this Agreement shall be governedin all respectsby the laws of the Stateof California, United Statesof America. Any litigation or arbitration betweenthe partiesshall be conductedexclusively in a stateor federal court of competentjurisdiction in Napa County, andtheir respectivecourts of appeal.The prevailing Party in any disputearising out of or relating to this Agreement will be entitled to receiveall reasonableexpensesof litigation or dispute,including, without limitation, attorney fees. b) Outside of United States. If Customer is located outside the United States of America( including territories), this Agreement shall be construed in accordance with the laws of the State of California, United States of America. Any dispute or difference of any kind whatsoever arising out of or in connection with this Agreement, including any questions in connection with the existence, construction, interpretation, validity, termination or implementation of this Agreement, shall be referred to and finally settledin accordancewith the Rulesof Conciliation and Arbitration of the International Chamberof Commerce then in effect. The arbitration shall occur in the United States of America. The arbitration tribunal shall be composed of three( 3) arbitrators. The Parties each hereto shall be entitled to appoint one( 1) arbitrator and the third arbitrator shall be selectedby the other two arbitrators.The placeof arbitration shall be in the United Statesof America, andthe arbitrators shall apply the law of the Stateof California, United Statesof America to all issuesin the dispute.The languageto be usedin any arbitration proceedingsshall beEnglish. Any award madeby the arbitration tribunal shall be fmal and binding on the Parties and shall be enforceable in any country which is a signatory to the 1958 New York Convention. No arbitration of any disputeor difference shall commenceunlessthe Partieshaveattemptedin good faith to settlethe sameamicably within sixty( 60) days after the dateof a written notice of arbitration by oneParty heretoto the other Party, which notice shall describe generally the nature of the dispute. The costs of arbitration shall be borne by the losing Party. The prevailing Party in any dispute arising out of or relating to this Agreementwill be entitled to receive all reasonableexpensesof litigation or dispute, including, without limitation, attorney fees. When any dispute occurs and when any dispute is under arbitration except for the matters under dispute, the Parties shall continue to fulfill their respective obligations( and shall be entitled to exercise their rights) under this Agreement.
19.Export Controls. You warrant andcertify the Softwarewill not be exported,re-exportedor otherwisemadeavailableby you to any country, entity, or individual in violation of any U.S. lawsor regulations.
20. Assignment. You may not assign or in any way transfer the License, this Agreement, or your rights hereunder without the prior, written consentof PDC. PDC may assignor transfer this Agreementto any third party who acquiressubstantiallyall of its intellectual property in the Software.
21. Severability. In the eventthat any provision in the Agreementis invalid, unenforceable,or in conflict with applicablelaw, then suchprovision shall be construed,limited, andnarrowedto the extent necessaryto makethe provision valid, enforceable, and in compliance with applicablelaw. This may include the incorporation of exceptionsinto the provision, if necessary.Other provisions of this Agreement shall not be affectedthereby.
22. Government End Users. A" U. S. Government End User" shall mean any agency or entity of the government of the United ATTACHMENT 2
States. The following shall apply if Licenseeis a U.S. GovernmentEnd User. The Software is a" commercial item," asthat term is defined in 48 C.F.R. 2. 101 (Oct. 1995), consisting of" commercial computer software" and" commercial computer software documentation," as such terms are used in 48 C. F. R. 12. 212( Sept. 1995). Consistent with 48 C. F. R. 12. 212 and 48 C. F. R. 227.7202-1through 227.7202-4( June 1995),all U.S. GovernmentEnd Usersacquire the Softwarewith only thoserights setforth herein. The Software( including relateddocumentation)is provided to U.S.GovernmentEnd Users: (a) only as a commercial end item; and( b) only pursuant to this Agreement. With respectto end-usersthat areof any other government,similar conditions are likewise agreed upon between the parties, to the effect that Licensee hereby acknowledges that the Software constitutes a pre- existing commercial product developedatprivate expenseand provided to Licenseeonly in accordancewith the terms and conditions of this Agreementand that Customerhasno rights not explicitly grantedby PDC underthis Agreement.
23. Force Majeure Except for obligations to makepayment,neither Party shall be liable to the other for any failure to perform its obligations due to any causebeyond its reasonablecontrol.
24. Entire Agreement. This EULA( a) representsthe entire agreementbetweenthe Parties concerning its subjectmatter; (b) supersedesall prior communications, agreements, understandings, representationsand warranties relating to the subjectmatter of this Agreement; and( c) shall only beamended,cancelled or rescinded by a writing signed by both Parties. No one is authorized to modify this Agreement or make any warranty or representation or promise which is different than, or in addition to, the provisions, limited warranties,representationsandpromisesspecified in this Agreement.Any terms or conditions of any purchaseorder or other documentsubmittedby you in connectionwith the Softwareor Documentationwhich are in addition to, different from or inconsistentwith the terms and conditions of this Agreementarenot binding on PDC and areineffective and non-binding.
25. Construction. This Agreementrepresentsthe wording selectedby the Partiesto define their agreementandno rule of strict construction shall apply againsteither Party. Wheneverthe contextreasonablypermits, the singular shall include the plural, the plural shall include the singular, and thewhole shall include any part thereof.
26. Confidentiality. A party during the courseof this Agreementmay have accessto or receiveinformation regardingpersonnel, materials,data, systems,proprietary information/products,softwareprograms,trade secrets,concepts,know-how, andother information which may not be accessibleor generally known to the public. Any confidential or proprietary information/products receivedby one party from theother party shall be kept confidential and shall not be used,published, divulged, anddistributed by the receiving party to any other personor entity without the prior written approvalof the disclosing party.
Extended Service Plan (" ESP")
1. Extended Service Plans.
a. Silver ESP: Includes 24x7x365 technical support and Updates to the Software within the current version. b. Gold ESP: Includes everything in the Silver packageplus Upgradesto the Software and an annual subscription to the Continuing Dispatch Education Series/ Advancement Series.
c. Platinum ESP: Includes everything in the Gold packageplus updatedQAGs( Quality AssuranceGuides), updatedFRGs( Field Responder Guides), Cardsets,and a number of annual site visits. Site visits canbe IT, CDE, software training, QA support, ACE application support,or implementation help( the numberof site visits is basedon the number of Licensed Stations). d. NEMA or EMA( National Enterprise Maintenance Agreement or Enterprise Maintenance Agreement). NEMA or EMA is available for countries, provinces, states,or organizations with multiple call-taking anddispatchcenters. Pleasespeakto your PDC representativefor more information.
e. ESP Miscellaneous.
i. Client must register as described in Section 2 below. ii. The annual ESPfeesmust be fully paid in advance.The ESPperiod is for one year, andis renewedannually upon continued useof the Licensed Products.
iii. All Licensed Products that a Customer must have the same ESP. iv. PDC may modify and replacethis ESPfrom time to time and any prior ESP is superseded.The new ESP then becomesthe current ESPand is part of this EULA.
v. PDC reservesthe right to terminate this Agreement if You are not current on your fmancial obligations to PDC. e. Customer Obligations:
i. Customer'shardware and operating systemsmust meetthe minimum systemrequirementsprovided by PDC. ii. Customer is solely responsiblefor any required adjustmentsor updatesto its hardwareor operating systemsoftware required to accommodate Updates or Upgrades of the Software.
iii. Customer shall ensureavailability of its own technical support personnelso PDC can fulfill its serviceobligations. iv. WhenreportingaproblemtoPDC'stechnicalsupport,Customershallprovideacompleteproblemdescription,alongwith all necessary documentsandinformationthatisavailableto theCustomerandrequiredby PDCtodiagnoseandresolvetheproblem. Customer agreesto grant all necessaryaccessto all applicable systemssothat PDC can provide appropriatesupport. v. Customer shall carry out any instructions on troubleshooting or circumvention as provided by PDC.
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vi. Customer is solely responsiblefor ensuring the compatibility of non-PDC productswith PDC products. vii. Customer is solely responsiblefor ensuring its systems,software, anddata areadequatelybackedup. PDC shall not be liable for any lost data.
viii. Customer shall provide for any other requirementsreasonablyspecified by PDC that relate to the rendition of the servicesto be met. ix. As necessary,Customerwill permit PDC with remote accessto its systemsto provide any required or necessarysupport. x. If Customer fails to fulfill its obligations outlined in this Section, PDC is entitled to bill its time and effort made necessary by Customer' s failure( s) at PDC' s currently stated hourly rates.
xi. Computer-Aided Dispatch(" CAD") Integration. Any costsrelating to the integration of PDC' s Licensed Productsandthe Customer's CAD system or CRM, or the like, software shall be the responsibility of the Customer. The integration of PDC' s Licensed Products and Customer's CAD systemmust be inspected,tested,and certified by PDC before taking live calls.
2. Updates& New Versions. An important part of PDC' s on-going researchand developmentto optimize the effectivenessof the Software is its regular evaluation of the experience, findings and recommendations of licensed Software users in the field; the College of Fellows of the International Academies of Emergency Dispatch(" IAED"); Quality Assuranceprograms; andof its own, internal researchand studies.Consequent to theseand other researchand developmentactivities, PDC may, from time to time, prepareand releaseUpdates and/or New Versions of the Software. Notifications for Updatesand/or New Versions of the Software aresentelectronically( via email). In order to ensurereceipt of the Software notifications, Client must register at https:// supvort. nrioritvdisnatch. net/ int notification. vhn. You acknowledge that failure to register may result in You not receiving urgent andvital communications aboutthe Licensed Products.As part of its registration obligation, Client agrees to keep all its registration information current andup-to-dateand understandsit is solely responsiblefor ensuring it receives Softwarenotifications. a. UpdatesWhen PDC determinesthat particular improvements,modifications or enhancementsmay be useful as anUpdate to the current Version, PDC may issue an Update to licensees who have maintained their online Software notification registration and ESP current as provided herein. Client shall, within 90 days of an Update release from PDC, implement such Update. Client' s failure to register for Software notifications and implement Updates,asprovided here,would constitute aBreachof the EULA, giving causefor PDC to terminate this Agreement or withhold further Serviceand Support. SuchUpdatesmay be accompaniedby instructions for updating the Software. Installation of an Update in accordancewith suchinstructions is not a modification prohibited by the sectionof the Agreement titled" Use and Protection of the Licensed Product( s) and PDS." b. New Versions When PDC determinesthat substantialrevisions to the Software( amongother factors) mayjustify it, PDC may issuea new Version of the Software(" New Version"). PDC may thereafter ceaseissuing Updatesfor versions andeditions precedingthe New Version.
Said New Version then becomes the current version and edition of the Software, but is not licensed to you, unless it is part of your ESP plan. In the eventNew Versions are part of your ESPplan, the New Version shall be governedby PDC' sthen-current licenseAgreement.
If New Version arenot part of your ESPplan then the New Version constitutesa new product that can only be obtained through the purchaseof a new license from PDC that is licensedunder a new agreementwith PDC. During an introductory period licenseeswho are current in their registration and serviceplan with the preceding version may be offered, for areducedfee, a licenseto usethe New Version.
The New Version will be governed by PDC' s then- current license agreement.
ExtendedService will not beavailable indefinitely after a New Versionof the Software is releasedto replace aprior version. Customersthat continue to use prior versions after a New Version has been released are solely responsible for their continued use, and for the results obtained from such continued use,of anyprior version. Youhereby agree to indemnifyand hold PDC and the IAED harmlessfrom and against any damages and liabilities that may arise from your election not to implement any New Version after it has been released.
3. Responsibility. Client assumesfull responsibility for ascertainingthe suitability of, and for its selectionof, the Software, aswell asfor its installation, implementation and use, and for the results obtained from it. You are responsible for decisions made and actions taken based on the Software. The Software is designedand intendedfor useby emergencydispatchprofessionalstrained andexperiencedin the usesand limitations of computer software in general,and more specifically, of the emergencydispatchsystem(s) the Software is designedfor as a quality management tool.
4. ResearchData Sharing. In the interestsof advancingthe state-of-the-art in emergencydispatching through effective useof and improvements to the Software, Client shall, in timely responseto PDC' s reasonablewritten requests,provide PDC with copies,on disk or tape, of the dataassociatedwith the functioning of the Software. PDC shall usesuchdata in compliance with applicable governmentregulations and restrictions( including, without limitation, HIPAA in the U.S.), andmay use suchdatafor researchand developmentpurposes. It will not make any external, public useor releaseof suchresearchdatawithout the prior written consentof Client. Furthermore,PDC will not requestdata in a mannerthat includes any namesor personalidentifying information or that indicatesClient asthe sourceof the data. Additionally, by sharing datawith PDC, you allow PDC to sharethe datawith the IAED for the purposeof improving andadvancingdispatching.
5. Expert SystemDisclosure. This expert systemis designedfor useby Emergency Dispatchersor calltakers( EDs) who havebeentrained and certified in the useof the PDS and who function in a prescribedPDS quality assuranceenvironment. It is not a novice system.The system design envisions occasionswhen eventhe trained ED will haveto makea subjective decision regarding a caller' s responseand makethe most correct selection from the list of choicespresented.The designof this systemincorporatescurrent professional and logic accuracy.Of necessity, however, it also reflects somesubjectiveopinions of professional expertsandprogrammerswith which others may reasonablydisagree.The systemanditsnecessarymaintenancecomponentsmustbeconsideredandapprovedby localcontrolentitiesandED agencyadministration, prior to implementation andon-line useby trained EDs. The systemalso envisions that, when appropriate,trained EDs will havethe option of overriding" a system-recommendedchoice for enhancedpatient safety andthat they will choosethe" most appropriate" telephonetreatment optionsfromavailablemenus.Newinformationmaychangethecomplexionof theemergencyduringthecall asEDsvalidatecallerresponses or treatment. This systemallows the trained ED to" reconfigure" responselevels basedon new information. With the foregoing in mind, this systemcannot reasonablybe expectedto predict exactoutcomesor unerring ED performance in all cases.The designersrecommendthat quality assurancemechanismsbe put in place that include review of eachof these" special choice" situations for ED correctnessand consistency.This system cannot, under this license, ever be used by non- IAED- certified individuals. Failure to maintain an adequate number of certified personnel will void this license and all materials coveredhereundermust be immediately returned.
6. Modification of Software, Cards, or PDS. Other than asspecifically provided in this ESP,you shall not modify, change,or alter the PDS Protocols or anything on the Software, Cards, or PDS without the prior, express, written consent of PDC. This ESP outlines the scientific ATTACHMENT 2
processof protocolmodification,whichisperformedby theCollegeof Fellowsof theIAED( seesectionstitled" ChangingthePDS"and Accepted Processfor PDS Modification" in this ESP). Implementation of Updates,as provided in the sectionof this ESPtitled" Updates& New Versions," qualifies asa modification, change,or alteration with PDC' s express,written, prior consent.Any unauthorizedchangemade, and/or implemented in the Software, Cards, or PDS by the Client is a material Breachof this EULA, giving causefor PDC to terminate this Agreement or withhold further Service and Support.
7. Derivative Products. In the event any PDS client creates,knowingly or unknowingly, any derivative product of the PDS, suchderivative product shall be owned by PDC and its usemust be discontinued andthe derivative( including all copiesor drafts of suchwork) sentto PDC within 10 days of PDC' s written request to do so.
8. Customization of Responses.Authorized customization of the PDS consistsof matching Priority Dispatch Determinant levels( A, B, C, D) with locally determined responsecapabilities of equipmentandprofessional personnel.This is limited to additions to the blank" Response" section( bottom right) of all protocols. The responsesto be insertedin said" Response"sectionaredetermined solely by the licensed client.
Local ED authorities are authorized and within their license rights to so add responses to the specified bottom right section of the relevant cards, without any requirementsto either notify PDC or to coordinatetheseparticulars with PDC( unlessrequiredto do so by separateconsulting agreement),and PDC bearsno responsibility or liability for actual local responsesselectedor used.Additionally, the IAED allows the designated local law enforcement administrator, or their designee, to edit current Critical EPD Information( CEI) text to better address locally defined performanceexpectations.Adding CEI text shall preservethe intent of the original CEI andvary only by providing more specific instructions for actions EPD' s should take. CEI text shall meet or exceed the standard of practice in law enforcement and neither PDC nor the IAED bearsany responsibility or liability for CEI text usedandrelied upon. a. Documentation. The approval and customizationsabovearegenerally finalized anddocumentedthrough Dispatch Review Committee and Dispatch Steeringmeetings. It is your responsibility to ensuresign off signaturesand authorizations areobtained on record in writing, andthat all ED personnelaretraining in their proper use.
9. Changing the PDS. All written text andprinted materials in the PDS, including, without limitation, Interrogation Questions,Dispatch Determinants, Pre- Arrival Instructions, Post- Dispatch Instructions and Additional Information are integral to the PDS. Licensed clients are NOT AUTHORIZED TO MAKE CHANGES TO THE PDS. Changesaremadeonly by the Accepted Processspecified in the sectionof this ESP titled" Accepted Process for PDS Modification." This is based on the following:
a. Implementation and Familiarity with the PDS. The PDS hasbeenin continuous field usesince 1978, during which time it hasbeen regularly enhancedthrough more than 13major revisions for New Versions. It is not prudent for any client to considerrecommending systemchangesprior to gaining the practical experienceand perspectiveof implementing the PDS and running it" as is" at a demonstrated rate of high dispatcher compliance.
b. Total Quality Management. A Quality Improvement and ManagementProgramis required. Key elementsshall include:
i. As with other aspectsof a soundemergencydispatchprogram, aqualified emergencyserviceprofessional must be engagedasED Director. Depending upon the requirementsandresourcesof the professional emergencyservicesystem,this may be a part-time or a full- time position. In either case,the ED Director must be empoweredwith control over professional policies, proceduresanddecisions in the system.The ED Director must be regularly involved at all levels, particularly at the" front line" level where the EDs handle the calls for ED help. This helps even an experiencedED professionalto becomefunctionally" dispatch literate." The ED Director should also attend activities of the Quality Assurancecommitteesandpersonnel,andevaluateand guide their performance.It is highly recommendedthat any ED Director who hasnot already participated in an IAED Executive Certification Course,do so before the end of the 6- month implementation period. This is required for eventual IAED Dispatch Center accreditation. ii. PRIORITY DISPATCH SYSTEM STEERING and REVIEW COMMITTEE( S): One or more committees shall be established to set policy andreview performanceof ED operationswith the PDS. The ED Director must participate in all material decisionsby these committees and must be included asa signatory on any policy or proceduraldeterminationsmadeby suchcommittees.A PDS Steering and Review Committee must be establishedandmeetat leastquarterly to review, evaluate,and approvethe application of policies or proceduresaffecting PDSoperations.
iii. CERTIFICATION: It is required that all EDs utilizing the PDSbe certified by the IAED and strongly recommendedthat all system administrators, managers, and supervisors be certified in the IAED 1-day National Executive Certification Course. The PDS shall not under any circumstances be used by untrained or uncertified individuals. The PDS is not intended to be quality assured or supervised by untrained or uncertified individuals.
iv. CONTINUING DISPATCH EDUCATION(" CDE"): All EDs utilizing the PDSmust participate in a structured CDE program that provides necessaryrelearning, familiarization, andupdating with the evolving scienceof the PDS. At a minimum 12 hoursper year must be devoted to CDE to ensure proper recertification by IAED. v. DISPATCHER PERFORMANCE EVALUATION AND PROTOCOL COMPLIANCE: It is required that EDs closely comply with the PDS interrogation, prioritization coding, and scripts. To this purpose,the Quality Improvement and ManagementProgram must include continuous case review and evaluation according the IAED' s Center of Excellence minimum performance requirements, which are available on its website. EDs not complying must be officially notified of the fmdings, retrained, and, if necessary eventually disciplined.
Non- compliance to the PDS has been demonstrated to significantly decrease its effectiveness and safety and shall not be tolerated by managersandemployers. In the interest of public safety,the protocol must be followed. vi. ACCREDITATION: It is strongly recommendedthat all dispatchagenciesutilizing the PDS achievethe operating performance standardsrequired for Accreditation by the IAED.
10. Accepted Process for PDS Modification. In 1988, the IAED was formed as a scientific professional organization for Emergency Dispatching. Within the Academy' s structure exists the College of Fellows— a selectgroup of professional dispatch,public safety and emergencyexperts that hasadoptedthe following mission statement:" To conduct an on-going review of the current standardsof careand practice in Emergency Dispatch andevaluatethe tools andmechanismsusedto meet or exceedthosestandards."
THROUGH A DEFINED PROCESS, THE FELLOWS REVIEW RECOMMENDED REVISIONS AND IMPROVEMENTS TO THE PDS IN A TIMELY, ORGANIZED WAY. THE ONLY AUTHORIZED METHOD OF PDS PROTOCOL CHANGE IS BY THIS ESTABLISHED SCIENTIFIC METHOD OF THE COLLEGE OF FELLOWS.
Individual licensedclients arenot allowed to changeor modify any pre-printed text or color codedportion of Cardsor Software unless authorized to do so by PDC, as agent of the IAED College of Fellows. All licensed clients are encouraged to share their significant recommendations, discoveries and data with the College in writing( see section titled" Research Data Sharing" in this BSP). By this scientific method, knowledge of the PDS can be unified and new improvements shared by all licensed clients.
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11. Unsafe Practices. Unlike the authorized modifications specified above, no other modification or customization of the Software, Cards or PDS is authorized or allowed under this License. Any modification or mis- use of the Licensed Product( s)— i.e., a use not specifically authorized in this written Agreement— must be considered unsafe unless and until it has been formally approved through the Academy' s scientific processreferred to above. Unauthorized modifications to or changesof or misuseof the LicensedProduct(s) would constitute material breachesof this Agreement and give causefor PDC to terminate it andto discontinue support hereunder. Becauseunauthorized modification, changeand/or misuseof the Licensed Product(s) areexpresslynot allowed, you are solely responsiblefor any andall results of any such unauthorizedmodification, changeor mis-use,andyou hereby agreeto indemnify andhold PDC andthe IAED harmlessfrom andagainstany damagesand/or liabilities that may arise from any suchbreachof this Agreementby you. An exampleof anunsafepractice would include( but not be limited to) the following: The modification or responsesto incorporatea" no-send" or" referral" option is not authorizedby this License.
Suchpracticesmay only be authorizedunder a special" Omega" SoftwareLicense from the IAED. Any implementation of any such modifications without suchan OmegaLicense is an unsafepractice andmust not be undertaken. InterestedLicenseesshould contactthe IAED to pursueany contemplated modification. In addition, the useof the software, protocols, andtraining materials by non-IAED- certified individuals is considered to be an Unsafe Practice and is not allowed under this license agreement. a. CLIENT NOTIFICATION OF ANY UNSAFE PRACTICE( S) AND ITS REMEDIES. The Licensor may at any time for any activity it deemsasan UnsafePractice,notify the Client to ceaseand desistsuchpractices(s), andmay, at the Licensor' s sole discretion, grant atimeframe for suchremediesto occur. Reasonableconsiderationof sincereproposedprocessesor attemptsby a Client so notified to effect remedieswill not be unreasonablywithheld. It is the soleright of the Licensor to invoke an immediate revocation of this license andthe return of all licensedproducts if the Unsafe Practice is egregiousenoughto posea risk to the public safety. Additionally, this EULA authorizesPDC or the IAED to contact applicable city, county, state,or national leadersor officials to inform them of any performance issues,threatsto the safety of the public, or the like.
12. International Dispatch Coding System. The Determinant( and sub-determinant) codes represent the only widely accepted dispatch coding system in the world. A unified coding system provides for uniform training, use, data collection, data sharing, and comparative scientific study.
This coding system may not be modified in any way not authorized in this EULA. As provided above, in the section of this ESP titled Customization of Responses," however, it is the licensed client that selects the type of response, whatever it may be, to be generated by any particular code( e.g., 10-D- 1). In this way, the coding system remains intact while allowing the client full discretion in establishing the local responses" attached" in parallel to these codes.
13. Standard of Care and Practice. Since 1978, PDC and its originators, have been the principal contributors to the establishment of safe professional standardsfor Emergency Medical Dispatch( andsubsequently,Police andFire Dispatch) careand training. PDC' s Priority Dispatch Systems,aswell asits ED training and certification programs, meet or exceedevery applicable standardknown to PDC. Through substantial commitments of expertise andother valuable resourcesto basic and appliedresearch,development,quality improvement, dispatch liability, and risk management,PDC is dedicatedand determinedto continue setting the standardin ED. In the opinion of somemedical-legal experts,when the current Version of the PDS is properly usedby IAED- Certified ED professionals,the current standardfor emergencydispatch hasbeenmet, and the most reasonableactions for both callers and respondershavebeentaken by the ED center.
14. Dedicated Legal and Consultative Support. Priority Dispatch Corp. is available for ED systemevaluations, ED casereviews, and expert opinion and witness servicesto currently registeredlicensed clients of the PDS who have are using the Newest Version, and to their professional staff of EDs and ED instructors who have been trained, then certified through the IAED and maintained their IAED certifications current. PDC' s professional staff will vigorously defendproper useof the PDS by professionally trained EDs againstchargesof dispatch negligencethat may arise. All such services are available at PDC' s then- current fee schedule for such licensed client services.
15. National Q Services.National Q is a quality assuranceservice provided by PDC. In the event Customerutilizes National Q, the following shall apply:
a. Pre-National Q: Customerunderstandsthat they and PDC shall have the following meetingsbefore starting the QA services:
i. Stakeholders Meeting— overview of the system and process for directors, chiefs, and upper administration. ii. QA/ QI Meeting— Analysis of current systemwith current CustomerQA staff iii. Protocol RefresherMeeting— overview of Protocol and QA for dispatch staff b. National Q Technical Process:
i. Customer will allow PDC to haveremote serveraccessusing SecureLink® software to a dedicatedphysical or virtual workstation configured with AQUA®, ProQA® Admin Utility, XLerator®, and the Customer' s audio logger/ recorder. ii. CAD( Computer Aided Dispatch), RMS( Record Management System), JMS( Jail Management System), and NCIC( National Crime Information Center) should not be accessible on this dedicated physical or virtual workstation. iii. PDC will audit calls remotely using SecureLink. An additional AQUA® software License per discipline will beprovided by PDC for the National Q Reviewer' s access for the term of contract, along with an accompanying voice logger integration license. iv. Customer understands that they must always update to the latest version of AQUA. v. If there is a Customerrelated issue(technical or otherwise) that preventsthe National Q Reviewer from reviewing cases,including providing the associatedreporting, PDC will only be responsiblefor two weeksof casereview volume from the datethe issueis resolved looking backward, and casereview going forward. c. Quality Assurance Process:
i. QA shall be doneaccordingto the IAED standardsfor Accreditation http:// www. emergenc_ydispatch. org/ standards_ for accreditation). ii. Customerwill receiveweekly completed QA casesin AQUA basedon the National Q timeline establishedby the parties. This will allow Customerto give appropriateandtimely feedback.
iii. Customermust identify an individual to provide casereview feedbackto dispatchersasprovided to them by the National Q reviewer. This individual must be certified by the IAED asan ED-Q. Customer's contact person(ED-Q) will work directly with the National Q representative. The Customer' s ED- Q will provide any quality improvement feedback and training to Customer' s dispatchers/calltakers basedon the feedbackthey receive from the National Q Reviewer. In other words, the customerED-Q will work with Customer'sdispatchers/calltakersto help them understandstructured protocol utilization, addressprotocol compliance and performance improvement requirementsto becomea more effective dispatcher/calltaker. iv. In order to ensurethe integrity of the QA Service,any feedbackprovided by the Customer's ED-Q to its dispatchers/calltakers shall not be contrary or inconsistent with the National Q Reviewer' s audit and comments. If the ED- Q does not understand or agree ATTACHMENT 2
with the National Q review of the call or believesa mistake or miscommunication hasoccurred the ED-Q should inform the dispatcher/calltaker that they will researchthe issueandcontactthe National Q representative,so a resolution can be madethrough the appealsprocess.Once it hasgone through the appealsprocessthe decision is final.
16. Definitions. This section contains more detailed definitions of certain terms used in this EULA Cards"
The manualversion of a PDS in the form of printed referencecardsor in the form of electronic tabletsprovided by PDC to Client under this EULA.
Client,"" Customer", " Agency," " Licensee'; " You"," you" or" your" The end user licensed to use the licensed Software under the Agreement. This is the end user who enters into the Agreement with PDC. certification" and" recertification"
When used in this agreement, certification and recertification mean specifically by the IAED.
ED", Emergency Dispatch and/ or Emergency Dispatcher.
These terms are basic to expanded definitions of Police, Fire and Medical Dispatch and/ or Dispatcher, by adding the letters" P"," F" and/ or" M", respectively; as in" EPD"," EFD' and/ or" EMD", respectively.
PDS", Priority Dispatch System.
These terms are basic to expanded defmitions of Police, Fire and Medical Priority Dispatch Systems, by adding the letters" P"," F" and/ or" M", respectively; as in" PPDS"," FPDS' and/or" MPDS", respectively. For purposesof this EULA, a referenceto PDS also includesa referenceto MPDS, FPDS, and/ or PPDS.
Update"
An Update represents a collection of improvements, modifications, or enhancements to the Cards, Software or PDS within a Version( as this latter term is defined below). Generally, Updates are provided to all currently licensed and registered licensees under a n Extended Service Plan with PDC. An Update is designatedby the number to the right of the decimal point in the releasenumber of a Softwarerelease(e.g., Release
12. 2 would an Update from Release 212. 1). A Version may include aplurality of Updates(e.g., 11.1, 11.2 and 11.3 would be separateUpdates within Version 11).
Version"
A version of the Software constitutesthe combination of the Software and/or Cards for a particular PDS. A Version is designatedby the version number assigned by PDC to the left of the decimal point in the release number of a Software release( e.g., Version 11 of the Software is designatedby 11.x; andthe next new Version would be designatedwith 12.x). A New Version means,for example,going from 12.2 to 13.0 or in other words increasing the number to the left of the decimal point.
17. Additional PDC Products. Beyond the productsand servicesdiscussedin this EULA, PDC also provides additional products/servicesto the Customerincluding, but not limited to, Field ResponderGuides,Quality AssuranceGuides,and SendCards. As applicable, terms of this EULA also apply to the additional products and services provided by PDC to the Customer.
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