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HomeMy WebLinkAboutbocc.con.159.2007 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: }.59 -.;2JtP7 Originating Department/Division: Ambulance District Contact Person: Rich Walker or Debe Nelson Phone #: 544-1580 or 920-5229 (Debe) Project Name: Medic Manager Software D BOCC AGENDA ITEM (BOeC signature n:quired) ~STAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) Check procurement type: DNone ~Informal DFormal DSole Source DEmergency DState Bid D Check Contract Type: Dollar Amount: 29926 Budget Line Item/Ledger Number 115.34.) 15.34.92460.86501 ~Services/Maintenance DLicense/Use DLease DConstruction ~Goods, Equipment, Supplies DOther (e.g. revenue) DEmployment (for county employees) DIntergovernmental Agreement (Requires BOCC Action) DNon-Profit DQuasi-Public DGrant Agreements (Requires BOCC Action) DChange Order/Contract Amendment Contractor/Business High Plains Complete Name: Contract Execution installation with annual maintenance fee as long as we have are using software Contract End Date: open ended due to maintenance agreement Automatic Renewal Term of Contract: All Contracts should be proofed for the following: ~No Pages Missing ~If a Page is Left Intentionally Blank -Note on Page ~Page numbered consecutively ~All Signatures Affixed ~All Dates Filled In ~All Other Blanks Filled In ~All Exhibits Attached DAll Legal Descriptions Attached (if appropriate) DNotice of AwardlProceed Attached (if appropriate) DSpecial Instructions for Finance Department: ~Sent to Clerk and Recorder for Scanning/Archiving ~Authorized Staff Person's Name: Hilary FletcherlDebe Nelson BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. Amended 10 16 06 \3 lf~' SOFTWARE SALES AND INSTALLATION AGREEMENT CONTRACT' /.5?-,;?tm7 -(lJ THIS AGREEMENT (the "Agreement") is made and entered into as of this ~ day of September 2007, by and between the Aspen Ambulance District, whose address is 530 E Main Street, Aspen, CO 81611 (the "Customer"), and High Plains Information Systems, Inc., a Colorado corporation, whose address is 6855 S Havana Street, Suite 640, Centennial, Colorado 80112 ("High Plains"). WHEREAS, the Customer desires to procure an EMS records management system (RMS) that will significantly enhance the effectiveness and efficiency of the patient care reporting process, WHEREAS, the Customer desires for High Plains to provide the Medic Manager" RMS for this purpose; said provision of Medic Manager RMS shall include, without limitation, installation, configuration and support of the Medic Manager" RMS; and said provision shall also include multiple components and interfaces ("Software"), for this purpose, NOW THEREFORE, in consideration of the agreements and undertakings set forth herein and other good and valuabie consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. Svstem Components High Piains shall provide, install and configure the latest and current versions of the following components for up to 5 concurrent users: A. Medic Manager, inciuding 1. Advanced patient care reporting 2. Advanced query and data analysis tools 3. Field data collection software for patient care reports B. Report Manager, including 1. The current set of pre-written reports 2. Crystal Reports runtime C. Management Tools, including 1. Security Manager 2. Code Manager 3. Patient Form Configuration Tool II. 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. III. Software Installation High Plains shall install, configure and test all components on Customer's system to ensure optimal functionality and fitness for their intended purpose. IV. TraininQ High Plains shall provide end-user and administrative training. Up to 24 hours of onsite training over a period of 3 days will be provided at no charge pursuant to this Agreement. An additionai 18 hours of Internet-based training will be provided on an annual basis provided that support is maintained in accordance with the terms provided herein. V. Support High Plains shall provide on-going software support according the terms and conditions of the separately executed software support agreement, which is attached to this Agreement. VI. End-User License AQreement The Customer agrees to abide by all of the terms and conditions of High Plains' end-user license agreement (EULA) which is attached to this agreement, is packaged with the software installation media, is prominently displayed when the software is installed, and can be viewed from within the software application. I VII. Representations. Warranties. and Indemnitv. High Plains represents and warrants that all software and services will be provided and performed in compliance with all applicable federal, state or local laws of the United States, including without limitation those relating to patents, copyrights, and other forms of intellectual property. 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 applicabie license agreements. High Plains warrants that it shall promptly correct any defects that impair the functionality of the software or its fitness for its intended purpose. High Plains further agrees to fully and forever defend and indemnify Customer against any and all claims, demands, and/or causes of action alleging that the High Plains software infringes or contributorily infringes on any patent, copyright, or other intellectual property, even if such claim, demand, or cause of action is frivolous or groundless. VIII. 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. IX. 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, quarantine or restriction, epidemic, or catastrophe,. X. 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. 2 XI. Entire AQreement 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 or Software Support Agreement, this Agreement shall prevail. XII. HeadinQs The section headings are inserted only for reference and do not define, limit or prescribe the scope of this Agreement. XIII. Due Authorization The undersigned do hereby warrant that they are fully authorized to execute the terms of this Agreement. XIV. INSURANCE High Plains agrees to carry sufficient business and worker's compensation insurance to cover any actual damages that could result from the breach of this contract. Customer shall be named as an additional insured on the policy. IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS Agreement to be duly executed effective the day and year first above written. ASPEN AMBULANCE DISTRICT By: fhCtf::.::; Date: HIGH PLAINS INFORMATION SYSTEMS, INC. By' 1/\ A. 11 / . fYVLvvUL Date '1 he) f l-Ln? - - 3 Schedule A Project Costs Component Unit Cost Qty Extension Medic Manager Core Module (5 CALs) $ 12,500 1 $ 12,500 Human Resources Core Module (5 CALs) $ 12,500 0 $ Integrated Payroll (Requires HR Core) $ 9,500 0 $ Additional CALs (5 pack) $ 5,000 0 $ Fax Integration $ 1,895 0 $ Alphapaging Integration $ 1,895 0 $ Mobile Medic Manager $ 1,495 4 $ 5,980 Software Subtotal $ 18,480 Database I Server App Installation $ 1,850 1 $ 1,850 CAD Interface (RMS Side) $ 7,500 0 $ Data Conversion (per hour) $ 125 0 $ Medtronic Ufepak 12 Interface $ 5,900 1 $ 5,900 Ortivus EMS Billing Interface $ 2,500 0 $ Services subtotal $ 7,750 Support (1st Module) $ 2,500 1 $ 2,500 (Annually) Support (2nd Module) $ 2,000 0 $ (Annually) Support (Mobile Medic) $ 299 4 $ 1,196 (Annually) Annual Support subtotal $ 3,696 Total First Vear Cost $ 29,926 4 Notes: A discount of $2,623.00 (10 percent of the software and selected services costs) will be allowed if WECAD and Aspen Ambulance district both have contracts signed and returned by September 30, 2007. 3 days (24 hours maximum) of on-site training are included in the purchase price. Up to 18 hours of additional Internet-based training will be provided annually if support is maintained. Hardware, operating system software, infrastructure and SQL Server are not included and must be provided by the Customer. Payment terms: . 1/3 due at signing . 1/3 due when the first module is live . 1/3 due 30 days after first module is live 5 . END-USER LICENSE AGREEMENT FOR THE MEDIC MANAGERTM SOFTWARE IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and High Plains Information Systems, Jne. ("High Plajns~) for Software product(s) accompanying this 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 Agreement. If you do not agree to the terms of this 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 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 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 djstribute 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 SOFlWARE, AND ANY SOFlWARE 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 SofuNare. 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 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 Agreement if you fail to comply with the terms and conditions of this 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 rig his in and to the Software (including bul 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 Agreement does not grant you any rights in connection Software 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 seNices related to the Software ("Support SeNices"). Use of Support SelVices 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 SelVices 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 Agreement. 6. MISCELLANEOUS. This 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 90 days from the date of receipt of the Software. 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 PER MiTrED 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 SOFlWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT 6 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's entire liability and your exclusive remedy shall be, at High Plains's option, either (a) return of the price paid, if any, or (b) repair or replacement of the Software. TO THE MAXIMUM EXTENT PERMITIED 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 SOF1WARE 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 SOFlWARE OR U.S. $5.00. 10. H1PAA 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 SOFlWARE 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 PERMITIED BY LAW, HIGH PLAINS ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT ARISING OUT OF ANY VIOLATION OR ALLEGED VIOLATION OF ANY LAWS AND REGULATIONS, INCLUDING HIPAA, AS A RESULT OF YOUR USE OF THE SOFlWARE. 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. 7 Annual Technical Support Agreement This Annual Technical Support Agreement (the "Agreement") is entered into effective as of the date set forth below between High Plains Information Systems, Inc., a Colorado corporation ("High Plains"), and Aspen Ambulance District (the ':Customer"): 1. Purpose. This 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 Schedule A attached to this Agreement with regard to 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 Agreement ("services"). This Agreement is expressly subject to the High Plains End User License Agreement (EULA.) 3. Scope of Aqreement. a. Conditions Covered. This Agreement covers the Software identified in the License Agreement. This Agreement will also cover Updates and Upgrades furnished to Customer by High Plains under this Agreement. b. Conditions Not Covered. (i) Customer shall inform High Plains in writing of any modifications to The 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 Software affected by Customer Modifications. (i1) High Plains shall not be responsible for correcting problems caused by the improper use of the 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. High Plains will provide customer with reasonable notice if it is determined that changes or improvements to the Customer's hardware will be necessary to continue to successfully run the software. (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. 4. Compensation. a. For the regular services specified in this Agreement and Schedule A attached hereto, High Plains will be compensated as follows: $2,500 per annum for the core module. Additional fees, up to $299 per mobile computer per year, apply to each mobile computer in service. Compensation shall be determined in advance, based on the stated coverage period, and shall not be prorated if the Agreement is terminated by the customer prior to the expiration date. b. Unless otherwise agreed upon in writing, special or services excluded from the scope of this Agreement will be accounted for based on time expended of 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 normally hourly rates charged by High Plains for such personnel performing such services but, in no case, shall exceed $125 per hour. 8 5. Pavment 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 Piains for the services on or before 30 days after the date of invoice. 6. Customer Responsibilities. High Plains's obligations to Customer under this 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 Software. Customer will designate up to three (3) persons properly trained in the use of the 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 Agreement 7. Updates, UpQrades and New Versions. a. 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 this Agreement. High Plains will waive the license fee, if any, generally to customers fOf such updates. Updates will be subject to the terms and conditions of the applicable License Agreement and of this Agreement. b. UDQrades. 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 Agreement. For purposes hereof, "upgrades" shall mean improvements that require a maior chanQe in development tools and result in a higher major 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 End User License Agreement (EULA) and of this Agreement. c. New Products. New products are not provided to Customer undef this Agreement. 8. Disclaimers. HIGH PLAINS DOES NOT GUARANTEE OR WARRANT THE CUSTOMER'S USE OF THE MEDIC MANAGERTM SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL ALWAYS BE OPERATIONAL WITHOUT DELAY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTIONS, OR OTHER SIMILAR DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. IN NO EVENT SHALL EITHER PARTY OR 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. 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. Each party, to the extent permitted by law and subject to all of the immunities, defenses and protections afforded to that party by the Colorado Governmental Immunity Act, shall indemnify and hold harmless, the other party, its officers, directors, employees and agents from and against any claims including attorneys fees, arising out of the negligence of the officers, directors, employees or agents of the indemnifying party and "rising out of the performance of services under this Agreement. 9 9. Term of Aoreement. This 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 Agreement. 10. Miscellaneous. The following additionai provisions will apply to this Agreement: a. This 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 Agreement, in conjunction with the End User License Agreement and the Sales and lnstallation 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 Agreement without the prior written consent of the other party. This Agreement is binding upon and shall inure to the benefit of both parties hereto and their permitted successors and assigns. d. Ifany provision of this 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 Agreement. e. Formal notices pertaining to this agreement shall be delivered in person or by United States postal mail to the following parties: . High Plains Information Systems, 6855 S Havana Street, Suite 640, Centennial, CO 80112 . Aspen Ambulance District, is 530 E Main Street, Aspen, CO 816] I f. The Parties agree that this Agreement may be enforced in law or in equity for specific performance, injunctive, or other appropriate relief, including damages, as may be available underthe laws of the State of Colorado. It is specifically understood that by executing this Agreement each Party commits itself to perform pursuant to these terms contained herein, and that any breach hereof which results in any recoverable damages, shall not cause the termination of any obligations created by this Agreement unless such termination is declared by the Party not in breach hereof g. Any material breach of this Agreement constitutes a default under the Agreement and, upon discovery of the breach, the non-defaulting party may terminate the agreement upon providing notice to the defaulting party. Such notice must be made in writing, giving a minimum 90 days notice. Any waiver of a breach shall not constitute waiver of any subsequent breach. h. The non-defaulting Party shall have the right to enforce this Agreement in a court of competent jurisdiction or seek such other equitable relief as may be appropriate. including but not limited to. temporary restraining orders and injunctions or specific performance. i. High Plains agrees to carry sufficient business and worker's compensation insurance to cover any actual damages that could result from the breach olthis contract. Customer shall be named as an additional insured on the policy. j. Software source code escrow is available from several commercial providers. The Customer may elect to participate in the software escrow program at its own expense. The cost of these programs is determined by the providers and is not considered part of this agreement. Source code will only be released to Customer in the event that High Plains ceases distribution and support of the software. 10 Dated effective the 1st day of September, 2007. High Plains Informalion Systems, Inc. By: Title: /JlN1J 1/'lJ/1..fJ07 Aspen Ambulance District By ;/; ~~ "1.:1<1<>7 Title: Cev '1 U-e.. 11 Addendum A Section I Services Furnished High Plains Information Systems, Inc. shall furnish support services for Software consisting of the following services: 1 Routine 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 Software; (i1) 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 Customers copy of Software by High Plains' personnel from High Plains' place of business or another remote location. High Plains shall strive to answer such calls within 1 hour of receipt. 2. Critical Telephone, E-mail. Verbal and Internet Support. High Plains will provide telephone support, email, verbal and Internet support after High Plains' normal business hours in Colorado. Such support will be given (i) in the event that the Customer's ability to conduct business is significantly impaired due to a malfunction of The Software, but only after a reasonable attempt has been made by the Customer to trouble-shoot and resolve the problem. High Plains shall strive to answer such calls within 4 hours of receipt. 3. Electronic Support Capability. High Plains and Customer will maintain telecommunications facilities enabling high-bandwidth electronic file transfer between High Plains and Customer 4. Traininq. During the initial term of this Agreement, qualified High Plains personnel will provide training as specified in Schedule A. 5. Upqrades and Updates. Upgrades and Updates shall be provided as specified in this agreement. 6. Server Software Installation. High Plains will install and configure one copy of the server-based software when upgrades and updates are released. Software installation on client machines is the Customer's responsibilitv. 12