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HomeMy WebLinkAbout11124RESOLUTION NO. 11124 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND HIGH PLAINS INFORMATION SYSTEMS, INC. FOR FIRE DEPARTMENT INFORMATION SYSTEM SOFTWARE AND IMPLEMENTATION SERVICES, IN THE AMOUNT OF $121,740, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. The Agreement between the City of Pueblo and High Plains Information Systems, Inc., for developing and providing software for processing and tracking Fire Department records, a copy of which is attached hereto and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. The President of City Council is hereby directed and authorized to execute the Agreement in the name and on behalf of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 2. Funds in the amount of $121,740.00 for this project will be expended from project CP0703, Police /Fire Software System. SECTION 3. The President of City Council is hereby authorized to execute the said Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. INTRODUCED October 9, 2007 BY Randy Thurston Councilperson APPROVED: a #?ESIDEINTof City Council ATTESTED BY: CITY CLERK D E) k `t e? Background Paper for Proposed Resolution AGENDA ITEM # DATE: OCTOBER 9, 2007 DEPARTMENT: INFORMATION TECHNOLOGY DIRECTOR JOHN WILKINSON TITLE A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND HIGH PLAINS INFORMATION SYSTEMS, INC. FOR FIRE DEPARTMENT INFORMATION SYSTEM SOFTWARE AND IMPLEMENTATION SERVICES, IN THE AMOUNT OF $121,740, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME. ISSUE Should City Council approve an Agreement for Professional Services with High Plains Information Systems, Inc., for acquisition and implementation of software to manage Fire Department information? RECOMMENDATION Approve the Resolution. BACKGROUND The Fire Department and the Information Technology Department engaged in a process to find replacement software to replace the HTE software currently used by the Fire Department. The HTE software no longer meets the needs of the Fire Department. The process for acquiring new software included a Request for Information, and then a Request for Proposals. High Plains Information Systems, Inc. was determined to have the software that best fit the needs of the Fire Department, and it meets the standards that I.T. uses for guidelines when assessing software. FINANCIAL IMPACT The funds in the amount of $121,720 will be paid from the Project CP0703, Police /Fire Software System. SOFTWARE SALES AND INSTALLATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this _9th_ day of_October , 2007, by and between the City of Pueblo, a Municipal Corporation (hereinafter referred to as"Customer"),whose address is 1 City Hall Place, Pueblo, Colorado, 81003 and High Plains Information Systems, Inc., a Colorado corporation (hereinafter referred to as "High Plains"), whose address is 6855 S Havana Street, Suite 640, Centennial, Colorado 80112. WHEREAS, Customer issued its Request for Information, Fire Record Management System, Project No. 06- 068 (the "RFI"), and its Request for Proposal, Fire/ EMS Record Management System, Project No. 07-020 (the "RFP");and WHEREAS, High Plains submitted responsive proposals to the RFI on or about November 1, 2006 and to the RFP dated April 27,2007(collectively,the"High Plains Proposal"); and WHEREAS, in reliance upon the representations made by High Plains in the High Plains Proposal in response to the RFP, Customer is willing to enter a software sales and installation agreement with High Plains for provision of certain software and services; and, WHEREAS, the Customer desires for High Plains to provide said software, including licenses for use thereof. and installation configuration and support services for The FireManager® RMS, including the software programs,modules and interfaces listed in Schedule"A" attached hereto; NOW THEREFORE, in consideration of the representations of High Plains in the High Plains Proposal and the promises and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: I. System Components High Plains shall provide, install and configure the latest and current versions of the software modules, components. and interfaces, listed below, of The FireManager, and shall develop and implement OSSI CAD to FireManager interface.and perform a conversion of Customer's HTE Fire data as determined by Customer: 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. Field data collection software for all report types 5. Interface with the new OSSI computer-aided dispatch (CAD) system 6. Interface with Medtronic LIFEPAK®12 monitors 7. Other components as detailed in the Statement of Work 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 8. Life safety mobile module when released 9. Other components as detailed in the Statement of Work 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. Other components as detailed in the Statement of Work D. Report Manager, including 1. The current set of pre-written reports 2. Crystal Reports runtime 3. Other components as detailed in the Statement of Work E. Management Tools, including 1. Security Manager 2. Management Console 3. Code Manager 4. Patient Form Configuration Tool 5. Other components as detailed in the Statement of Work F. Data Conversion, including 1. HTE NFIRS data both Fire and EMS 2. HTE Occupancy data Data conversion, per the RFP response, is estimated at$10,000 to convert incident data, EMS reports and basic occupancy information. This is an estimate only.Actual costs will be billed at a rate of$125 per hour. G. Resource Management Module, 1. Upon release, anticipated Q4 2007 H. OSSI CAD interface II. Compensation The total compensation payable by Customer hereunder, and the schedule of payments therefore, are detailed in Schedule A. The Customer agrees to make such payments in a timely fashion and in accordance with this Schedule. III. Software Installation High Plains shall install, configure and test all components according to the implementation schedule set forth in the Statement of Work. IV. Training High Plains shall provide end-user and administrative training according to the training schedule set forth in the Statement of Work. V. Support High Plains shall provide on-going software support according the terms and conditions of the Annual Technical Support Agreement attached to this Agreement. 2 VI. End-User License Agreement High Plains grants to Customer a perpetual license to use all of the software, modules, components, and interfaces provided under this Agreement for Customers operations, which license shall not be conditioned upon any renewal of the Annual Technical Support Agreement. Except to the extent inconsistent with the terms of this Agreement, 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. VII. Representations and Warranties High Plains represents and warrants that the software, modules, components and interfaces shall comply with the representations made in High Plains Proposal and 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. 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 its duties to its customers,) 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, lack of appropriation or otherwise beyond the control of the parties. 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. XI. Entire Agreement This Agreement, the RFI and the RFP, combined with the attached Schedule A, End User License Agreement and Annual Technical Support Agreement, and Addendum "A", 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. XII. Headings The section headings are inserted only for reference and do not define, limit or prescribe the scope of this Agreement. 3 XIII. 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. CITY OF PUEBLO, COLORADO By: /_. .1 i / President of the City Council Date: /0 ' 9- 0? Attest:\ City Clerk Approved as to Form: l City Attorney HIGH PLAINS INFORMATION SYSTEMS, INC. By: 44 ' Date: [ O U.(..I'LOf — 4 Schedule A Project Costs Component Unit Cost Qty Extension Incident Reporting Core Module(15 CALs) $ 29,500 1 $ 29,500 Human Resources Core Module (15 CALs) $ 29,500 1 $ 29,500 Life Safety Core Module(10 CALs) $ 24,500 1 $ 24,500 Server-Based Software Subtotal $ 83,500 Mobile IR& LS Combined $ 2,195 2 $ 4,390 Mobile Software Subtotal $ 4,390 CAD Interface(OSSI, RMS Side) $ 7,500 1 $ 7,500 Medtronic LIFEPAK 12 Interface $ 9,500 1 $ 9,500 Interfaces Subtotal $ 17,000 Database/Server App Installation $ 1,850 1 $ 1,850 On-Site Training(per week) $ 5,000 1 $ 5,000 Data Conversion(per hour) $ 125 80 $ 10,000 Services subtotal $ 16,850 Software and Implementation Costs $ 121,740 Annual Maintenance Costs(To be paid pro-rata) Support Support(1st Module-Incident Reporting including report manager and management tools) $ 5,900 1 $ 5,900 (Annually) Support(2nd Module-LifeSafety) $ 4,720 1 $ 4,720 (Annually) Support(3rd Module-Human Resource Management) $ 2,940 1 $ 2,940 (Annually) Support(Mobile IR& LS Combined) $ 439 2 $ 878 (Annually) Annual Support Total $ 14,438 Software Escrow $ 400 (Annually) Annual Maintenance and Escrow Costs $ 14,838 5 Payments: THE AMOUNTS STATED ABOVE SHALL BE PAYABLE AS FOLLOWS and within 30 days of the City receiving the invoice: Project Costs: 1. $60,870 payable within thirty-days of execution of this Agreement. This amount shall be fully credited against the stated amount for Server-Based Software, Mobile Software and Interfaces. 2. Balance of all software license fees, data conversion costs and cost for training + pro-rated annual support and escrow fees will be payable on customer acceptance* of all software components, modules and interfaces, and completion of training. The amount may be payable on a pro-rata basis as individual modules are accepted and training is completed. *Customer Acceptance is defined as: • All modules, except for the Inventory Module that is scheduled for release at year-end, have been received, the appropriate number of authorization certificates have been received, the modules have been successfully installed with only minor issues remaining from implementation, and the source code for all modules has been deposited with the Escrow Agent pursuant to a written Escrow Agreement acceptable to both parties. • Data conversion,as per section F, is complete with no open issues • Applications on mobile units have been installed and functioning • CAD to High Plains interface will be functioning 100% 3. Support fees shall be pro-rated based upon remaining full months of calendar year divided by 12 6 END-USER LICENSE AGREEMENT FOR THE FIREMANAGERTM SOFTWARE IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between the City of Pueblo, a municipal corporation (the "City" or "you"), and High Plains Information Systems, Inc. ("High Plains") for The FireManagerTM 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 the Software listed in Schedule A,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 the Software Sales and Installation Agreement and its attachments, or in any separate authorization certificate provided with the software 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 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 FireManager®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 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 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 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 and the Software Sales and Installation Agreement and its attachments for a period of 90 days from the date from customer acceptance 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 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 7 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 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 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. 8 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 The City of Pueblo, a municipal corporation (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 Addendum A attached to this Agreement 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 Agreement ("services"). This Agreement is expressly subject to the Software Sales and Installation Agreement and the High Plains End User License Agreement(EULA.) 3. Scope of Agreement. a. Conditions Covered. This Agreement covers The FireManagerTM 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 FireManagerTM 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 FireManagerTM Software affected by Customer Modifications. (ii) High Plains shall not be responsible for correcting problems caused by the improper use of The FireManagerTM 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, etc. 4. Compensation. a. For the regular services specified in this Agreement and Addendum A attached hereto, High Plains will be compensated as follows: $13,560 per annum for the three core modules. Additional fees, up to $439 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. High Plains agrees to prorate support fees, if necessary, and bill according to Addendum A to the Software Sales and Installation Agreement. The prorated amount will be based on the date that the first module is implemented. 9 b. Support is generally based on 20 percent of the current cost of the software, and is reduced on the second, third and subsequent core modules. Support increases will not exceed 3 percent per year that the software is in service and no increase will be assessed during the first three years unless additional licenses or CALs are purchased. 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. 5. Payment of Compensation. The Customer shall pay the cash compensation by Customer check 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 Software Sales and Installation Agreement. b. Customer shall make reasonable efforts to have its personnel properly trained in the operation and use of The FireManagerTM Software. Customer will designate up to eight 8 persons properly trained in the use of The FireManagerT"' 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 a means of high- bandwidth electronic file access to Customer's equipment, software, data and personnel, as reasonably agreed upon by High Plains and the City's Information Technology Department to enable High Plains to perform its services under this Agreement. 7. Updates, Upgrades and New Versions. a. Free Updates. High Plains will provide a licensed copy of all enhancements and 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, to customers for such updates. Updates will be subject to the terms and conditions of the applicable License Agreement and of this 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 Agreement. For purposes hereof, "upgrades" shall mean improvements that require a major change 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 under this Agreement except for the resource management and mobile life-safety management module which is scheduled for release Q4 of 2007 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. 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 10 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. TO THE MAXIMUM EXTENT PERMITTED BY APPICABLE LAW, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AGAINST HIGH PLAINS SHALL BE CUSTOMER'S RIGHT TO TERMINATE THIS 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. 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. Term of Agreement. 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 additional 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 Installation 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. If any 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 ® City of Pueblo Information Technology Department, 150 Central Main, Pueblo, CO 81003 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 to the laws and statutes of the State of Colorado. It is specifically understood that be 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 90 day's advance written notice to the defaulting party. The Agreement 11 shall then terminate unless the default is cured within such 90 days. 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 of this contract. Customer shall be named as an additional insured on the policy. j. The Customer and High Plains have agreed to participate in a software escrow program. Promptly after execution of this Agreement, the parties will enter into a written Escrow Agreement consistent with the provisions of Paragraph 7 of Addendum A to this Agreement. k. State-Imposed Mandates Prohibiting Illegal Aliens from Performing Work (a) At or prior to the time for execution of this Contract, High Plains shall submit to the Purchasing Agent of the City its certification that it does not knowingly employ or contract with an illegal alien and that the High Plains has participated or attempted to participate in the "Basic Pilot Program" created in Public Law 208, 104th Congress, as amended and expanded in Public law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security in order to confirm the employment eligibility of all employees who are newly hired for employment in the United States. (b) High Plains shall not: (I) Knowingly employ or contract with an illegal alien to perform work under this contract; (II) Enter into a contract with a subcontractor that fails to certify to High Plains that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. (c) The following state-imposed requirements apply to this contract: (I) The High Plains shall have confirmed or attempted to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program and, if the High Plains is not accepted into the Basic Pilot Program prior to entering into this contract, that the High Plains shall apply to participate in the Basic Pilot Program every three months until the High Plains is accepted or this Contract has been fully completed, whichever occurs earlier. This provision shall not be required or effective if the Basic Pilot Program is discontinued. (II) The High Plains is prohibited from using the Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this Contract is being performed. (III) If the High Plains obtains actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with an illegal alien, the High Plains shall be required to: A. Notify the subcontractor and the Purchasing Agent of the City within three (3) days that the High Plains has actual knowledge that the subcontractor is employing or contracting with an illegal 12 alien; and B. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (c) (III)A. above the subcontractor does not stop employing or contracting with the illegal alien; except that the High Plains shall not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (IV) The High Plains is required to comply with any reasonable request by the Colorado Department of Labor and Employment (hereinafter referred to as "CDLE") made in the course of an investigation that CDLE is undertaking pursuant to its authority under§8-17.5-102(5), C.R.S. (d) Violation of this Section by the High Plains shall constitute a breach of contract and grounds for termination. In the event of such termination, the High Plains shall be liable for City's actual and consequential damages. Dated effective the_9th_day of October_, 2007. High Plains Information Systems, Inc. By: Title: f,ct€Sk City of Pueblo, Colorado By: ‘PCiddli���"i/(/ Y Title: Pre 'dent of City Council 13 Addendum A Section I Services Furnished High Plains Information Systems, Inc. shall furnish support services for The FireManagerTM 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 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 FireManagerTM Software by High Plains' personnel from High Plains' place of business or another remote location. High Plains shall strive to answer such calls within 4 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. Under Annual Technical Support Agreements, the City will receive 24 x 7 support. 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 FireManagerTM 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 1 hours of receipt. 3. Electronic Support Capability. High Plains and Customer as agreed upon will maintain telecommunications facilities enabling high-bandwidth electronic file transfer between High Plains and Customer. 3. Training. During the initial term of this Agreement, qualified High Plains personnel will provide training according to the Statement of Work. 4. Upgrades 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 responsibility. 7. Source Code. High Plains shall, for a term of not less than five years from the date hereof, deposit the source code for The FireManager Software, including all modules and interfaces licensed to Customer, and all upgrades and updates thereto which are or have been provided during the term of Support Services, with Iron Mountain as escrow agent, or with such other escrow agent as High Plains and Customer may reasonably agree (the"Escrow Agent"), and such source code will thereafter be made available to Customer as provided herein and by the terms of the Source Code Escrow Agreement to be entered into with the Escrow Agent. The source code for all licensed software, modules, interfaces, upgrades and updates shall be provided to Customer by Escrow Agent upon Customer's demand on the occurrence of any one or more of the following events: 14 (a) High Plains' persistent and uncured failure to carry out or provide for the carrying out of material warranty or software support obligations imposed upon it pursuant to this Agreement or any software support agreement between High Plains and Customer with respect to the FireManager Software, which failure persists for a period of 30 days after written notice from Customer to High Plains asserting such failure and the intention to demand a release of Source Code from escrow. If more than 30 days is reasonably required to complete the cure, High Plains shall have such additional time (not to exceed an additional 30 days) as if reasonably needed, provided that High Plains is diligent in completing the cure. (b) High Plains' failure to continue to do business in the ordinary course without providing an alternate source of warranty or software support by a ready, willing, and able assignee. Upon Escrow Agent turning over the source code to Customer, the source code shall remain the intellectual property of High Plains and be subject to the licensing conditions, but Customer may use and modify the source code, or hire contractors to do so, for its authorized uses and to meet Customer's FireManager Software maintenance needs. Provided that a release of FireManager Software Source Code is rightfully made hereunder, Customer is granted a license to copy and use the FireManager Software Source Code for the sole purpose of software maintenance on behalf of Customer only. For purposes of these Source Code Escrow provisions, the term "software maintenance" means correction of software errors and the preparation of software modifications and enhancements. If Customer's enhancements or other modifications result in the creation of a derivative work from the FireManager Software, or a work based upon the ideas, processes, methods of operation, technology or know-how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by High Plains and Customer's rights to use such work shall be limited to those granted with respect to the FireManager Software in this Agreement. No rights to distribute FireManager Software Source Code or derivative works therefrom shall be granted by the Source Code Escrow Agreement or hereunder. Customer shall pay all applicable escrow fees and expenses associated with its enrollment in the escrow, including but not limited to initial enrollment fees, annual renewal fees, and fees for additional services, if any, selected by Customer. The Source Code Escrow shall be kept in effect until (i) Customer gives High Plains written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non-payment of escrow charges by Customer, or(iii) this or any successor Annual Technical Support Agreement is terminated for reasons other than breach or default by High Plains or the occurrence of one of the events for which turnover of source code to Customer is authorized. The source code released under the terms of the Source Code Escrow Agreement shall be deemed part of the licensed FireManager Software, subject to the terms and conditions of this Agreement, the End-User License Agreement, and the Software Sales and Installation Agreement, except as modified below. The FireManager(r) Software Source Code shall, except for periods of actual use, be kept in a secure, locked container and/or a secure protected computer file with access limited only to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph, including the terms and conditions of the agreements referenced above. High Plains shall, upon request, be provided with a copy of such agreement(s). The provisions of this Paragraph 7 are hereby deemed incorporated by reference into the Software Sales and Installation Agreement between High Plains and Customer, and into the Annual Technical Support Agreement between Customer and High Plains, as if set forth therein in full, and are deemed material terms of said agreements. 15 Statement of Work September 20,2007 For the Implementation of The FireManager Fire Records Management System and Related Services Prepared for City of Pueblo, Colorado pickup" 6855 S Havana Street Suite 640 Centennial,CO 80112 (303) 721-8100 www.highplains.com 1. Statement of Work This statement of work describes the work to beTMperformed to facilitate the installation and implementation of FireManager , a fire records management system, for the City of Pueblo. It delineates responsibilities between High Plains Information Systems, Inc. and the City of Pueblo as agreed to by contract. 2. Project Objectives To successfully implement the entire FireManager'M suite of software, including Incident Reporting, Life Safety, Human Resource Management and related mobile applications and supporting applications so that the effectiveness and efficiency of the City of Pueblo's fire records management and reporting processes are enhanced significantly. 3. Definition of Terms High Plains High Plains Information Systems, Inc. City City of Pueblo (Customer) IT City of Pueblo's Information Technology Staff SOW Statement of Work RMS Records Management System FireManager." High Plains' Suite of Software (the RMS) Gateway Service A server-side component of FireManagerTM that manages external interfaces, such as CAD, paging and faxing. Database Server An appropriately sized server running Windows Server 2003 and Microsoft SQL Server 2000 that will be used exclusively to host the databases required for the High Plains RMS. Communications An appropriately sized server running Windows Server 2003 Server that will be used to host Gateway Service, the fax service, the paging service, Remote Desktop, SMTP gateway and web services. ePCR Electronic Patient Care Report 2 4. 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. See Section 7 of this SOW. 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 listed in Section 6 of this SOW. 7. Install and configure Gateway Service to perform the following functions: a. Import incident data from the OSSI CAD system b. Manage outgoing system email c. Manage certificate task activation and notifications d. Perform application maintenance, such as archiving and cleanup 8. Configure SQL Agent to perform the following jobs: a. Process time accruals b. Update overtime and acting hours worked 9. Install and configure the RMS client software on the Communications Server 10. Provide the appropriate number of Client Access Licenses (CAL's) for desktop access to the Incident Reporting, Life Safety and Human Resource modules. The customer has the option of purchasing additional CAL's as needed. 11. Provide media and installation instructions that will enable IT to install client and mobile software. 12. Configure the system global preferences to meet the City's needs. 13. Configure the NFIRS reporting system to correctly report to the Colorado Division of Fire Safety. 14. Configure the EMS reporting system to correctly report to the Colorado Department of Health. 15. Provide up to 80 hours of data conversion as specified in the sales and installation agreement. Additional hours can be purchased, if needed at a rate of$125/hour. 16. Provide two weeks (80 hours) of training at the City's place of business. 40 hours are included in the purchase price and an additional 40 hours is identified in the sales and installation agreement. 17. Provide an additional 4 hours of application administration training. 18. Provide Internet-based training, as needed, to IT and other City 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. Provide a map of the database structure, including tables, keys and relationships. 21. Develop and implement and interface to the OSSI CAD system. 5. City Responsibilities The City is responsible for the following: 1. Identify City personnel that will be involved in this project, including the project lead. See Section 7 of this SOW. 2. Coordinate the installation of interfaces with other involved vendors, specifically OSSI. 3. Provide a Database Server that meets or exceeds the recommended specifications. 4. Provide a Communications Server that meets or exceeds the recommended specifications. 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 remote access to the City's network for the purpose of accessing the Database Server and Communications Server. 8. Provide High Plains with Remote Desktop access (or equivalent, as agreed to by both parties) to the Database Server and Communications Server via Inter-Tel web conferencing. 9. Provide High Plains with the host name, IP address and port number for an 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, 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. Provide and maintain suitable communications infrastructure to support interfaces between mobile computers and the RMS Communications Server. Such communications must be secure, either by private network or SSL web access over the Internet. 15. Assure that all hardware and infrastructure are maintained with the latest patches and service packs. 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 the City. 18. Assure that appropriate IT personnel are available to assist High Plains in a timely manner when critical issues arise. 19. Assist High Plains with identifying HTE data that needs to be converted to FireManager 6. Solution Components Desktop Applications Incident Reporting • NFIRS 5.0 compliant fire incident reporting • Advanced ePCR data collection • Query by Forms and export capabilities • Time scoring and time interval analysis • Retrospective report review • Template-driven narratives • Template-driven signature capture documents • Integration with Medtronic medical devices, specifically the LIFEPAK 12 cardiac monitor • Integration with OSSI CAD o CAD > RMS download of incident data • Integration with the FDA drug information web site when Internet connectivity is available • NFIRS reporting capabilities for the State of Colorado Division of Fire Safety • EMS reporting capabilities for the State of Colorado Department of Health Life Safety • Detailed occupancy information (Occupancy Profile) • Occupancy hazard assessment • Sara Title III chemical inventory • Fire inspections • Pre-fire planning • Construction project management o Contractor information o Project details o Plan reviews o Construction permits o Construction inspection scheduling • Confidence testing • Non-construction appointment management • Query by Forms and export capabilities • Mobile client when available, estimated 4Q2007. Human Resource Management • Detailed employee information (Employee Profile) • Random employee selection (for drug testing, etc.) • Benefits tracking o Pension and savings plans o Insurance o Flexible Spending Accounts o Automated time accruals o Longevity pay • Employee scheduling o Leave schedule management o Overtime signup o Shift trade management o On-call schedule o Non-employee rider management • Time accounting o Daily rosters for line employees o Daily rosters for staff employees o Time cards for staff employees o Overtime authorization requests and approvals • Employee Certificates o Certificate definitions o Employees holding certificates o Requirements for hours of training and State of Colorado proficiencies (also called JPR's) o Automated notifications of pending expirations or other key events. • Training o Creation of training events o Scheduling of training events and other activities o Training attendance tracking o Integration with Certificates for tracking hours and proficiencies o Maintenance of employee groups o Maintenance of unit scheduling schemes • Awards & Recognition Tracking • Equipment Issued to Employees Security Manager • System Users o Supports Windows authentication or application logins • Security Groups • Access privileges for groups and users Code Manager • Setup utility for all agency-defined codes Management Console • Administrative tool for checking system activity, setting up global preferences and managing Gateway Service Mobile Applications Incident Reporting • Basic NFIRS Report • Patient Care Reports • Civilian Casualty Reports • Firefighter Casualty Report • Hazardous Materials Report Supplemental Reports Life Safety • Occupancy Profile • Fire Inspections • Pre-Fire Plans • Construction Projects Preplan Viewer • Access to all occupancy and preplan information in the field Server Applications Databases • FireManager(production) • FireManager_Training (for training purposes only) • FireManager_Mobile (for mobile installations) • FireManager_Sample (a complete database for a fictitious agency to proved examples and best practices) Gateway Service • CAD Interfaces • System maintenance • Email delivery • Various system notifications Interfaces • OSSI CAD • SMTP Email • State if Colorado NFIRS Reporting • State of Colorado EMS Reporting 7. Project Teams High Plains Information Systems Mark Cheline (Lead) (303) 721-8100 m.cheline(chighplains.com Anne Bobkowski (Support, Training) (303) 721-8100 a.bobkowski cr,highplains.com Kevin Collier(Training) (303-721-8100 k_collier@highplains.com Kasey Feagin(Technical Issues) (303) 721-8100 k.feagin@highplains.com City of Pueblo Lori Pinz (Lead) 1pinz@pueblo.us Jim Kins- IT Dapartment Network.Administrator- servers and application set-up jkins a.pueblo.us 719-553-2427 Woodie Smith - IT Department Sr. Business Systems Analyst-conversion wsmith(a,pueblo.us 719-553-2550 Ron Morrison - IT Department Sr. PC/Network Administrator- mobile pieces rmorrisonna pueblo.us 719-553-2442 Shawn Shelton - Fire Department Asst. Chief- Fire and Personnel sshelton anpueblo.us 719-542-3008 Rob Hudgens- Fire Department Capt. - EMS rhudgens(a),pueblo.us 719-543-7083 Bryce Boyer- Fire Department Capt. bboyer4pueblo.us 719-553-2834 Gary Micheli and or Woodie Percival- Fire Department Inspector gmicheli(apueblo.us 719-553-2827 Eric Duran - Fire Department Firefighter eduran4pueblo.us Keith Horn - Fire Department Capt. khorn(a,pueblo.us Dayton Robinson - Police Department Capt. -OSSI administrator drobinson4oueblo.us 719-553-2579 Tony Potts- Police Department Records Supervisor- OSSI administrator tpotts@pueblo,us 719-553-2551