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HomeMy WebLinkAboutHIGH PLAINS INFORMATION SYSTEM - CONTRACT - RFP - P1091 SOFTWARE SALES AND INSTALLATIONSOFTWARE SALES AND INSTALLATION AGREEMENT THIS AGREEMENT (the "Agreement') is made and entered into as of this 13th day of May, 2008, by and between Poudre Fire Authority, a quasi -municipal corporation and political subdivision of the State of Colorado, whose address is 102 Remington, Ft. Collins, Colorado 80524 (the "Customer"), and High Plains Information Systems, Inc., whose address is 6855 S Havana Street, Suite 640, Centennial, Colorado 80112, a Colorado corporation ("High Plains"). WHEREAS, the Customer desires to procure a fire records management system (RMS) that will significantly enhance the effectiveness and efficiency of the records management process, WHEREAS, the Customer desires for High Plains to provide installation configuration and support of The FireManager" RMS, including multiple components, for this purpose, NOW THEREFORE, in consideration of the agreements and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: System Components High Plains shall provide, install and configure the latest and current versions of the following components of The FireManager TO: A. Incident Reporting, including 1. NFIRS 5.0 compliant and certified fire reporting 2. Advanced patient care reporting 3. Advanced query and data analysis tools 4. Interface with the existing computer -aided dispatch (CAD) system B. Life Safety, including 1. Occupancy Profile Management 2. Fire Code Inspections 3. Pre -Fire Planning 4. Construction Project Management 5. Confidence Testing 6. Appointment Scheduling 7. Advanced query and data analysis tools Addendum B Annual Technical Support Agreement This Annual Technical Support Agreement (the "Support Agreement") is entered into effective as of the date set forth below between High Plains Information Systems, Inc., a Colorado corporation ("High Plains"), and Poudre Fire Authority (the "Customer"): 1. Purpose. This Support Agreement is also entered into in order to specify the rights and duties of High Plains and the Customer with regard to certain support services to be provided by High Plains for the Customer. 2. Performance of Duties. High Plains agrees to provide the maintenance and support services specified in "Services Furnished" with regard to The FireManagerTm software ("Software") licensed by High Plains to the Customer and such other services in support of the Customer as may mutually be agreed upon by the parties during the term of this Support Agreement ("services"). This Support Agreement is expressly subject to the High Plains License Agreement ("the License Agreement"), which must be in effect throughout the term of the Support Agreement, including any renewals of such term. 3. Scope of the Support Agreement a. Conditions Covered. This Support Agreement covers The FireManagerTO Software identified in the License Agreement and will also cover Updates and Upgrades furnished to Customer by High Plains under the terms contained herein. b. Conditions Not Covered. Customer shall inform High Plains in writing of any modifications to The FireManagerT" Software made by Customer or made for Customer by third parties ("Customer Modifications"). High Plains shall not be responsible for maintaining or supporting Customer Modifications or for maintaining portions of The FireManagerTO Software affected by Customer Modifications. ii. High Plains shall not be responsible for correcting problems caused by improper use of The FireManagerTO Software by Customer. iii. High Plains shall not be responsible for technology developed or owned by third parties. iv. High Plains shall not be responsible for maintaining Customer's hardware, including but not limited to telecommunications devices, components, computers, peripheral devices and storage media. v. High Plains shall not be responsible for correcting problems caused by conditions beyond its reasonable control, such as environmental and natural disasters, strikes, acts of war, viruses introduced by parties other than High Plains, etc. 10 4. Compensation. a. For the regular services specified in this Support Agreement, High Plains will be compensated as follows: $16,398 per annum plus the mutually acceptable cost of any additional services for which High Plains is not responsible under this Support Agreement. b. Unless otherwise agreed upon in writing, special or services excluded from the scope of this Support Agreement will be accounted for based on time expended by High Plains. High Plains will cause time records of its personnel, managers, employees, and agents to be maintained for the purpose of determining such charges. Charges for time expended on special matters or for one-time services will be at the normal hourly rates charged by High Plains for such personnel performing such services. 5. Payment of Compensation. The Customer shall pay the cash compensation by check or by wire transfer to such account(s) as may be specified by High Plains for the services on or before 30 days after the date of invoice. 6. Customer Responsibilities, High Plains' obligations to Customer under this Support Agreement are expressly made conditional upon the following: a. Customer shall at all times be in full compliance with all terms and conditions of the License Agreement. b. Customer shall at all times ensure that its personnel are properly trained in the operation and use of The FireManagerW Software. Customer will designate up to two (2) persons properly trained in the use of The FireManagerTO Software to serve as Customer's primary contact with High Plains for maintenance services. Customer shall provide written notice to High Plains giving the name and contact information for such designated persons. Customer shall devote such personnel and resources as High Plains reasonably requests as necessary to the successful and timely provision of maintenance services. c. Customer shall provide High Plains with in -person, telephone and high -bandwidth electronic file access to Customer's equipment, software, data and personnel, as reasonably requested by High Plains to enable High Plains to perform its services under this Support Agreement. 7. Updates, Upgrades and New Versions. Free Updates. High Plains will provide a licensed copy of all updates to fix or correct errors in the functionality of the Software, which High Plains makes generally available to its customers during the term of the Support Agreement. High Plains will waive the license fee, if any, generally to customers for such updates. Updates will be subject to the terms and conditions of the applicable License Agreement and of this Support Agreement. b. Upgrades. High Plains will provide a licensed copy of all upgrades to the Software, which High Plains makes available to its customers during the term of this Support Agreement. For purposes hereof, "upgrades" shall mean improvements that require a major change in development tools and result in a higher maior release number for the software. High Plains will charge Customer the license fee, if any, generally charged to supported customers for an upgrade. Upgrades will be subject to the terms and conditions of the applicable License Agreement and of this Support Agreement. 11 c. New Products. New products are not provided to Customer under this Support Agreement. 8. Disclaimers. HIGH PLAINS DOES NOT GUARANTEE OR WARRANT THE CUSTOMER'S USE OF THE FIREMANAGERTM SOFTWARE WILL BE UNINTERRUPTED, ERROR -FREE, OR WILL ALWAYS BE OPERATIONAL WITHOUT DELAY. THE SERVICES ARE BEING PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTIES, EXPRESS OR IMPLIED. HIGH PLAINS SHALL NOT BE LIABLE FOR ANY INJURIES OR DAMAGE TO PERSONS OR PROPERTY EXCEPT THOSE DIRECTLY DUE TO ITS ACTS OR OMISSIONS. IN NO EVENT SHALL HIGH PLAINS AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER SIMILAR DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF HIGH PLAINS AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AGAINST HIGH PLAINS SHALL BE CUSTOMER'S RIGHT TO TERMINATE THIS SUPPORT AGREEMENT. Without limiting the generality of the foregoing, High Plains and its affiliates shall not be liable for any loss or liability caused by computer viruses, strikes, lockouts, fire, explosion, theft, floods, riot, civil commotion, war, malicious mischief, act of God or any actions or events beyond the control of High Plains. Any liability of High Plains and its affiliates under this Support Agreement is solely to Customer and is limited by this Section and other applicable limitations set forth in this Agreement. To the maximum extent permitted by law, the Customer will indemnify, defend, and hold harmless High Plains from and against all claims, damages, losses and costs, including litigation expenses and attorney's fees, in excess of the limits set forth above and arising out of or related to High Plains' performance under this Support Agreement. As used in this Section, High Plains includes any affiliated corporations, subcontractors, or any of its or their officers, or employees. 9. Term of Agreement. This Support Agreement shall have an initial term of one year, commencing on the date set forth below. This Agreement may be renewed on an annual basis if the parties reach mutual agreement as to the terms and conditions of such renewal. The provisions of Sections 3, 4, 5, 8, 9 and 10 shall survive the termination of this Support Agreement. 10. Miscellaneous. The following additional provisions will apply to this Support Agreement: This Support Agreement shall be governed in all respects by the laws of the State of Colorado. The Customer hereby irrevocably submits and consents to the non-exclusive jurisdiction of the state and federal courts located within the State of Colorado with respect to any action or proceeding arising out of this Agreement. b. This Support Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except in writing subscribed to by both parties. c. Neither party may assign this Support Agreement without the prior written consent of the other party. This Support Agreement is binding upon and shall inure to the benefit of both parties hereto and their permitted successors and assigns. d. If any provision of this Support Agreement is held to be invalid, illegal, or unenforceable, then such provision shall be enforced or severed to the extent possible without affecting the remainder of this Support Agreement. 12 11. Services Furnished. High Plains Information Systems, Inc. shall furnish support services for The FireManagerTM' Software consisting of the following services: Telephone, E-mail, Verbal and Internet Support. High Plains will provide telephone support, email, verbal and Internet support during High Plains' normal business hours in Colorado. Such support will be given (i) to answer routine questions regarding the use of The FireManagerTM Software; (ii) to assist Customer in identifying and reporting errors in the Software which may need corrections; (iii) to assist Customer in identifying and reporting new features and functional improvements that may warrant the development of an update or upgrade; and (iv) to provide work -around solutions when reasonably available. Verbal support refers to such assistance given by High Plains personnel other than by telephone or Internet (i.e., in person, or in writing). Internet support refers to Internet access to Customer's equipment and Customer's copy of The FireManagerT'" Software by High Plains' personnel from High Plains' place of business or another remote location. b. Electronic Support Capability. High Plains and Customer will maintain telecommunications facilities enabling high -bandwidth electronic file transfer between High Plains and Customer. c. Training. During the initial term of this Support Agreement, qualified High Plains' personnel will provide 3 days of training to up to six authorized personnel of Customer, at High Plains' place of business. Customer is responsible for travel and living expenses incurred in sending its personnel to such training. At Customer's request, training may be provided at a Customer site, in which case Customer will pay for High Plains' travel and living expenses on a time and materials basis. d. Integration. Integration is Customer's responsibility. However, upon request, High Plains will provide integration assistance to Customer. High Plains' integration services will be billed at High Plains' normal hourly rates and charges. 13 Schedule A Fees and Payment Schedule Component Unit Cost Cty Extension Incident Reporting Core Module (15 CALs) $ 29,500 1 $ 29,500 Life Safety Core Module (15 CALs) $ 29,500 1 $ 29,500 Human Resources Core Module (15 CALs) $ 29,500 1 $ 29,500 Integrated Payroll (Requires HR Core) $ 9,500 0 $ - Additional CALs (5 pack) $ 5,000 0 $ Fax Integration $ 2,925 0 $ - Alphapaging Integration $ 1,895 1 $ 1,895 Mobile Preplan Viewer $ 395 22 $ 8,690 Mobile Incident Reporting $ 1,495 0 $ - Mobile Life Safety $ 1,495 0 $ - Mobile IR & LS Combined $ 2,195 0 $ - Software Subtotal $ 99,085 Database / Server App Installation $ 1,850 1 $ 1,850 CAD Interface (RMS Side) $ 7,500 1 $ 7,500 Data Conversion (per hour) $ 125 40 $ 5,000 (Estimated!) Medtronic Lifepak 12 Interface $ 15,000 0 $ - Telestaff Interface $ 2,500 1 $ 2,500 Services subtotal $ 16,850 Support (1st Module) $ 5,900 1 $ 5,900 (Annually) Support (2nd Module) $ 4,720 1 $ 4,720 (Annually) Support (3rd Module) $ 3,540 1 $ 3,540 (Annually) Support (Telestaff Interface) $ 500 1 $ 500 (Annually) Support (Mobile Preplan Viewer) $ 79 22 $ 1,738 (Annually) Support (Mobile Incident Reporting) $ 299 0 $ - (Annually) Support (Mobile Life Safety) $ 299 0 $ - (Annually) Support (Mobile IR & LS Combined) $ 439 0 $ - (Annually) Annual Support subtotal $ 16,398 Total First Year Cost $ Terms of Payment • 1/3 due at contract signing • 1/3 due following setup and completion of training Balance due 30 days after final acceptance by the Customer. The Customer's Project Manager must provide final acceptance of the entire project before final payment is made. "Acceptance" shall mean approval, in writing, of the completed installation and implementation of the project, after allowing sufficient operating time in a production environment for the Project Manager to determine that such installation and implementation complies with the Scope of Work relevant to the project, including changes mutually agreed to subsequent to approval of the original Scope of Work. 14 C. Human Resource Management, including 1. Employee Profile Management 2. Training scheduling and tracking 3. Employee certificate tracking 4. Work schedule management 5. Time accounting and daily roster management 6. Advanced query and data analysis tools 7. Integrated alpha paging D. Report Manager, including 1. The current set of pre -written reports 2. Crystal Reports runtime E. Management Tools, including 1. Security Manager 2. Management Console 3. Code Manager II. Scope of Work High Plains shall, in cooperation with the Customer, install and implement the System Components according to the Scope of Work attached to this Agreement as Exhibit A, consisting of two (2) pages, and incorporated herein by this reference. III. Compensation The cost of the project and the schedule of payments are detailed in Schedule A. The Customer agrees to make payments in a timely fashion and in accordance with this schedule. IV. Software Installation High Plains shall install, configure and test all components according to an implementation schedule agreed to by both parties. V. Training High Plains shall provide end -user and administrative training according to the training schedule set forth in Addendum B. VI. Support High Plains shall provide on -going software support according to the terms and conditions of the software support agreement, which is contained within Addendum B and is an integral part of this Agreement. 2 VII. End -User License Agreement The Customer agrees to abide by all of the terms and conditions of High Plains' end -user license agreement (EULA) which is contained within Addendum A and is an integral part of this Agreement. VIII. Representations and Warranties High Plains represents and warrants that all services will be performed in compliance with all applicable federal, state or local laws of the United States. High Plains warrants that the software and intellectual property furnished to the Customer shall be furnished in good and workmanlike manner, shall be reasonably free of defects, shall be reasonably usable by the staff of the Customer expected to use them on a regular basis, shall be fit for the purposes for which intended, and shall not violate any applicable license agreements. IX. Costs and Attorney's Fees In the event of any dispute regarding the enforcement of any of the terms of the Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorney's fees and costs, in addition to all other sums provided by law. X. Force Majeure Neither party shall be in default by reason of any failure of its performance under this Agreement if such failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil disturbance, act of government, dejure or defacto, or any agency or official thereof, labor shortage (other than caused by High Plains response to District duties,) transportation contingencies, unusually severe weather, default of manufacturer or supplier as a subcontractor, quarantine or restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Dealer or otherwise beyond the control of the parties. XI. Waiver and Forfeiture Failure to exercise any right hereunder shall not constitute or be deemed a waiver or forfeiture of such right. In addition, the waiver of any breach of any provision of this Agreement shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. XII. Entire Agreement This Agreement, combined with the attached End User License Agreement and Software Support Agreement, constitutes the entire agreement between the parties and supersedes all previous communications, representations or agreements, either oral or written, with respect to the subject matter hereof, and no representations or statements of any kind made by any representative, which are not stated herein, shall be binding upon the parties. No addition to or modification of any provision in this Agreement shall be binding upon either party unless made in writing and signed by both parties. If any of the provisions or portions of this Agreement are invalid under an applicable statute or rule of law, they are to that extent to be deemed omitted. If a conflict exists between this Agreement and the End -User License Agreement, this Agreement shall prevail. XIII. Headings The section headings are inserted only for reference and do not define, limit or prescribe the scope of this Agreement. XIV. Termination Notwithstanding the time periods contained herein, either party may terminate this Agreement at any time without cause by providing written notice of termination to the other party. Such notice shall be mailed at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by both parties. Termination of project processes and payments due to High Plains shall be negotiated by and agreed to in writing by both parties. XV. Due Authorization The undersigned do hereby warrant that they are fully authorized to execute the terms of this Agreement. IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS Agreement to be duly executed effective the day and year first above written. POUDRE FIRE AUTHORITY � l By: `F"f x Lisa Poppaw, Poudre Fir6 Authority Board Chair spate:, c-" C_: C� HIGH PLAINS INFORMATION SYSTEMS, INC. By: AV Mark Cheline, President Date: -5-/ ) Z i ZooW Exhibit A Scope of Work 1. High Plains Responsibilities High Plains is responsible for the following: 1. Identify High Plains personnel that will be involved in this project, including the project lead. 2. Install the 4 main databases that comprise the RMS on the database server. These include the FireManager, FireManager—Training, FireManager—Sample and FireManager—Mobile databases. 3. Configure SQL Agent to perform a nightly backup of the production database. 4. Configure SQL Agent to refresh the training database nightly. 5. Configure SQL Agent to build a model mobile database nightly. 6. Install and configure all solution components identified in Schedule A of the Software Sales and Installation Agreement. 7. Install and configure the InfoRad alpha -paging engine. 8. Install and configure Gateway Service to perform the following functions: a. Import incident data from the Customer's CAD system b. Manage outgoing pages c. Manage outgoing system email d. Manage certificate task activation and notifications e. Perform application maintenance, such as archiving and cleanup 9. Configure SQL Agent to perform the following jobs: a. Import staffing information from Telestaff b. Use Telestaff data to create FireManager daily rosters 10. Install and configure the RMS client software on the Communications Server. 11. Provide 15 Client Access Licenses (CAL's) for desktop access to each of the Incident Reporting, Life Safety and Human Resource modules. 12. Provide media and installation instructions that will enable Customer to install client and mobile software. 13. Configure the system global preferences to meet Customer's needs. 14. Configure the NFIRS reporting system to correctly report to the Colorado Division of Fire Safety. 15. Configure the EMS reporting system to correctly report to the Colorado Department of Health. 16. Provide two weeks (80 hours) of training at Customer's place of business. 17. Provide an additional 4 hours of application administration training. 18. Provide Internet -based training, as needed, to IT and other Customer team members to assist them with setting up users, security, code tables, form configuration and other administrative tasks. 19. Notify IT when software updates or upgrades are available and provide specific information in the form of release notes as to what the update or upgrade entails. 20. Working directly with other incumbent vendors to ensure functionality of data links from outside applications into the FireManager'" software. 2. Customer Responsibilities Customer is responsible for the following: 1. Identify Customer personnel that will be involved in this project, including the project lead. 2. Coordinate the installation of interfaces with other involved vendors, specifically Tiburon and PDSI. 3. Provide a Database Server that meets or exceeds the following specifications: a. Dual Quad Processors b. 4 GB Ram C. RAID 1/RAID 5 disk configuration or equivalent d. Windows Server 2003 e. SQL Server 2005 or 2000 f. Terminal Services 4. Provide a Communications Server that meets or exceeds the following specifications: a. Single Processor b. 2 GB Ram c. RAID I disk configuration or equivalent d. Windows Server 2003 e. Terminal Services 5. Provide High Plains with a user account (either domain or local machine) that has local machine administrative privileges to the Database Server and Communications Server, 6. Provide High Plains with the SQL Server system administrator (sa) password for the Database Server. 7. Provide High Plains with VPN access to the Customer network for the purposes of accessing the Database Server and Communications Server. 8. Provide High Plains with Remote Desktop access to the Database Server and Communications Server via VPN. 9. Provide High Plains with the host name, IP address and port number for the SMTP server that is configured to allow relaying from the Communications Server. 10. Configure all agency -defined tables, including but not limited to, fire agencies, battalions, units, incident types, pay grades, pay rates, work schedules and any other required tables. 11. Develop and maintain a disaster recovery plan and perform and maintain all database backups in a manner acceptable to IT. 12. Provide a suitable training room, complete with properly configured PC's, for use in the on - site training. 13. Assure that all hardware and infrastructure complies with High Plains' minimum requirements. 14. Assure that all hardware and infrastructure are maintained with the latest patches and service packs. 15. Provide 802.11(a,b,g) hot spots at all fire stations and any other location where mobile computer synchronization will be performed. 16. Purchase equipment (especially mobile computers) that meet or exceed High Plains' minimum requirements and/or recommendations. 17. Work with High Plains to develop a training curriculum that will specifically meet the needs of Customer. 18. Ensure business requirement compliance by High Plains, as required by HIPAA. 19. Assure that appropriate IT personnel are available to assist High Plains in a timely manner when critical issues arise. 20. Perform acceptance testing of the system following the checklist provided by High Plains. Such testing shall be completed after the system has been installed and configured and training as been delivered. Addendum A END -USER LICENSE AGREEMENT FOR THE FIREMANAGERTM SOFTWARE IMPORTANT -READ CAREFULLY: This End -User License Agreement ("License Agreement') is a legal agreement between you (either an individual or a single entity) and High Plains Information Systems, Inc. ("High Plains") for The FireManagerTM software product(s) accompanying this License Agreement, which include(s) computer software and may include 'online" or electronic documentation, associated media, and printed materials (collectively, "Software"). By installing, copying, or otherwise using the Software or any Updates (as defined below), you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, do not install, copy, or otherwise use the Software. In addition, by installing, copying, or otherwise using any updates or other components of the Software that you receive separately as part of the Software ("Updates"), you agree to be bound by any additional license terms that accompany such Updates. If you do not agree to the additional license terms that accompany such Updates, you may not install, copy, or otherwise use such Updates. 1. LICENSE TO USE SOFTWARE. 1.1 General License Grant. High Plains grants to you a nonexclusive limited license to install and use one copy of the Software, subject to the consent of High Plains to the use of the Software for the number of servers, workstations, mobile devices, and users that are specified in a separate authorization certificate provided by High Plains ("Authorized Users"). The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. 1.2 Documentation/Storage/Network Use. This License Agreement grants you a personal, nonexclusive license to install a copy of the Software on a storage device, such as a network server, used only to install or run the Software concurrently by the maximum number of Authorized Users, as may be designated in a separate authorization certificate provided by High Plains. A license for the Software may not be shared or used concurrently by other end users, unless you have a license for additional Authorized Users as specified in a separate authorization certificate provided by High Plains. You may not distribute the Software, including by electronic transfer from one computer to another over a network or otherwise, except as necessary for use of the Authorized Users. You may increase the number of concurrent Authorized Users only upon payment of an additional license fee and receipt of an authorization certificate for such number of additional Authorized Users. UNLESS YOU HOLD AN AUTHORIZATION CERTIFICATE EVIDENCING YOUR LICENSE, YOU ARE NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE SOFTWARE, AND ANY SOFTWARE THAT HAS BEEN INSTALLED SHOULD BE REMOVED IMMEDIATELY. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS 2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software. 2.2 Transfer. You may not resell, rent, lease, lend, or otherwise transfer for value, the Software without the prior written consent of High Plains. 2.3 Certification of Use. You agree that upon request of High Plains, you will within 30 days fully document and certify that your use of The FireManagerTM software at the time of the request is in conformity with valid licenses from High Plains. 2.4 Termination. Without prejudice to any other rights, High Plains may terminate this License Agreement if you fail to comply with the terms and conditions of this License Agreement. In such event, you must destroy all copies of the Software and all of its component parts. 3. COPYRIGHT; TRADEMARKS. All title and intellectual property rights in and to the Software (including but not limited to any forms, images, photographs, animations, applets, video, audio, music, and text incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by High Plains. This License Agreement does not grant you any rights in connection with The FireManagerTM or other trademarks or service marks of High Plains. All rights not expressly granted are reserved by High Plains. 4. SUPPORT SERVICES. High Plains may provide you with support services related to the Software ("Support Services"). Use of Support Services is governed by policies and programs described in the user manual, in online documentation, and/or other materials or support agreements provided by High Plains. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. 5. UPGRADES. If the Software is labeled as an upgrade, you must be properly licensed to use a product identified by High Plains as being eligible for the upgrade in order to use the Software. You may use the resulting upgraded product only in accordance with the terms of this License Agreement. 6. MISCELLANEOUS. This License Agreement is governed by the laws of the State of Colorado. 7. LIMITED WARRANTY. High Plains warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of 180 days from the date of final acceptance of the software and implementation. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE. 8. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIGH PLAINS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to 90 days. 9. CUSTOMER REMEDIES/LIMITATION OF LIABILITY. High Plains' entire liability and your exclusive remedy shall be, at High Plains' option, either (a) return of the price paid, if any, or (b) repair or replacement of the Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HIGH PLAINS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF HIGH PLAINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HIGH PLAINS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. 10. HIPAA COMPLIANCE. You are responsible for compliance with the Health Insurance Portability and Accountability Act of 1990 (HIPAA). Use of the Software may result in the documentation or dissemination of information in a manner that is not in compliance with the privacy laws and regulations under HIPAA. Before using this Software or any associated documents obtained from this Software, you should obtain the advice of your attorney regarding compliance with HIPAA laws and regulations in connection with the use of the Software. HIGH PLAINS MAKES NO WARRANTY OR REPRESENTATION THAT THE USE OF THE SOFTWARE WILL ENSURE YOUR COMPLIANCE WITH ANY LAWS AND REGULATIONS, INCLUDING HIPAA, WHETHER CURRENT, PROPOSED OR THAT BECOME EFFECTIVE AT ANY FUTURE DATE. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIGH PLAINS ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF ANY VIOLATION OR ALLEGED VIOLATION OF ANY LAWS AND REGULATIONS, INCLUDING HIPAA, AS A RESULT OF YOUR USE OF THE SOFTWARE. 11. GOVERNMENT RIGHTS. In the case where the United States Government, or an agency thereof, is the licensee, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data - General clause at Federal Acquisition Regulations 52.227-14; and as applicable, RESTRICTED RIGHTS LEGEND Use, duplication or disclosure by the U. S. Government is subject to restrictions as set forth in the appropriate subparagraph of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. 12. PATIENT DOCUMENT TEMPLATES. At the End User's request, certain templates for patient signatures may be made available to End Users. These templates are being made available for use with the software products of High Plains Information Systems, Inc. These templates are samples only, designed to assist End Users in complying with applicable Medicare signature requirements. These templates are not legal advice, and are not official forms or verbiage of any governmental agency and may not reflect requirements of state or local law in any jurisdiction where the software may be used. The End User expressly agrees to bear all responsibility for compliance with all applicable laws and regulations, whether now in effect or hereafter adopted or amended, and the End User agrees that neither High Plains Information Systems, Inc. nor its owners, directors, employees, agents, contractors, attorneys or consultants bear any responsibility for the implementation or proper use of the template by End User, or the modification in any manner by End User. End User expressly understands and agrees that these templates may be subject to modification due to changes in applicable laws and regulations, or official interpretations of governmental agencies, and High Plains Information Systems, Inc. bears no responsibility to automatically provide updates to these templates to End User.