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Health Alert Network (HAN) Memoandum fo Understanding AgreementT®: The Honorable Mayor and City Council Members FR® Michael C. Van Milligen, City Manager SUJ CT: Health Alert Network (HAN) MOU Agreement ®ATE: April 16, 2009 Public Health Specialist Mary Rose Corrigan recommends City Council approval of a Memorandum of Understanding and associated documents for continued use of the Health Alert Network (HAN) portal system with the Iowa Department of Public Health at no cost to the City. I concur with the recommendation and respectfully request Mayor and City Council approval. ~~~._._. Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Mary Rose Corrigan, RN, Public Health Specialist DUbUgU@ THE CITY OF ~ ~ All Pn~c~icaCiiY ~~~ , , ;, s -- --- _- _ ~_- ~ ~ Maste~iec~ o~ tl~e Mississip~~ ~! ~~ 2007 T®: Michael C. Van Millige!!~~ , i anager FR®M: Ma Rose Corri an `R~~Public Health S ecialist rY g ~ P SUBJECT: Health Alert Network (HAN) MOU Agreement ®AT April 13, 2009 INTR®®UCTI®N This memorandum submits for City Council information and approval a Memorandum of Understanding (MOU) and associated documents for continued use of the Health Alert Network (HAN) portal system with the Iowa Department of Public Health. BACKCR®UN® The HAN is a total communications package managed by the IDPH. It includes an internet portal, radio communications and redundant communication systems. The HAN links Iowa's emergency response community and State government officials through a centralized information-sharing and emergency notification system. The HAN is managed by the IDPH through the Center for Disaster Operations and Response (CDOR). The internet portal is a secure, web-based communication system allowing users to issue alerts, share documents, post announcements and news items, and collaborate. Iowa's HAN was rolled out to users the summer of 2004, when the City began utilizing it. Today there are over 1700 users on the system. The HAN is a secure information system which is password protected utilizing telephone, internet and radio communications. The HAN is not a public warning system. DISCUSSI®N The attached contract allows for the City of Dubuque Health Services Department to have one user to the HAN system free-of-charge. An additional Health Services Department staff member has use of the HAN through the Dubuque County contract. Other public health partners in Dubuque County also utilize the HAN under separate contract. REC®EN®,4TI®N It is recommended the City sign the attached Memorandum of Understanding authorizing user access to the HAN and its features as described in the MOU at no cost to the City. cl~y c®u~cA~ ~4CTI®~ Authorize the City Manager to sign the attached agreement with the Iowa Department of Public Health for the Health Alert Network MOU. MRC/cj ~LF~i ~,~ I c~~ ~ ~~ F~ r~ t f I i It ' ~dvancinq Health Through the Generations i ~, ~ ~ ~ ' ~ ~' _ - ~ - --- ~~" ",E "` ~ Chester J. Culver Patty Judge Thomas Newton E A R s ~ Governor Lt. Governor Director To: HAN MOU Recipient From: Iowa Department of Public Health, Center for Disaster Operations and Response Subject: Health Alert Network Memorandum of Understanding Date: February 23, 2009 Enclosed please find a Memorandum of Understanding (MOU) and associated documents for continued use of the Health Alert Network (HAN) portal system. It is essential that you sign the MOU and return it to the Iowa Department of Public Health, no later than April 30, 2009. The MOU allows you to continue use of the system as you have done in the past. It also allows you to add users to the system. Please note that use of the system will continue to be free of charge (to those with no additional licenses) as long as adequate funding is available. However, if you send an alert, you will be billed for long distance telephone charges. If you wish to add user(s) to the system, please notify us at Tom.Boeckmann(u~IDPH.state.ia.us as soon as possible so we can update the MOU information prior to your execution. There is a cost associated with adding users, which can come out of your Preparedness funds, as indicated below: Collaborator License $166 initial cost per user license $45.77 annual maintenance cost after first year Users have access to most of the functionality provided on the HAN portal. This includes the ability to access information, publish and edit documents, subscribe to content, fax distribute documents, look up others in the Public Health Directory and participate in discussions based on the permissions that have been assigned to that user's roles. Furthermore they will be able to initiate alerts, if the Administrator grants permissions, and they are able to maintain their own profiles through the portal. Alert License $36 initial cost per user license $13.67 annual maintenance cost after first year Users have access to some of the functionality provided on the HAN portal. This includes access to the homepage, News and Announcements and access to the Public Health Directory. They are able to maintain their own profiles through the portal. Please do not hesitate to contact Tom Boeckmann at Tom.Boeckmann(a,IDPH.state.ia.us or by phone at (515) 201-8733 if you have any questions or Linda Pike at Linda.Pilce(a~IDPH.state.is.us . Lucas State Office Building, 321 E. 12th Street, Des Moines, IA 50319-0075 i i 515-281-7689 ~? www.idph.state.ia.us DEAF RELAY (Hearing or Speech Impaired) 711 or 1-800-735-2942 Iowa ®epartment of Public Health 321 E. 12th Street Des Moines, IA 50319-0075 515-281-7689 www.idph.state.ia.us MEMORANDUM OF UNDERSTANDING MOU-2006-HAN0851 BETWEEN THE IOWA DEPARTMENT OF PUBLIC HEALTH AND THE City of Dubuque SECTION 1. IDENTIFICATION OF THE PARTIES. The Iowa Department of Public Health ("IDPH" or "DEPARTMENT") is a state agency authorized to enter into this agreement. IDPH' S address is Lucas State Office Building, 321 East Twelve Street, Des Moines, Iowa 50319-0075. The City of Dubuque -Health Department ("AUTHORIZED USER" or "AUTHORIZED AGENCY") is a city organized under the laws of the state of Iowa. AUTHORIZED AGENCY'S address is 1300 Main Street, Dubuque, IA 52001. SECTION 2. PURPOSE. It is the mutual desire of the DEPARTMENT and the AUTHORIZED AGENCY to collaborate on Health Alert Network (HAN) initiatives. The HAN is a Web-based information and communication system which allows the DEPARTMENT, local health departments, hospitals and other authorized users to distribute and receive alerts, educational and informational announcements, and other important public health and safety news. The DEPARTMENT has the legal authority to enter into this agreement pursuant to Iowa Code sections 135.11(3) and 135.141 which authorize the DEPARTMENT to issue health alerts, distribute educational and informational announcements and public health and safety news, and to otherwise coordinate with other state, local, and private agencies and organizations regarding emergency preparedness matters. The DEPARTMENT has contracted with Global Secure Systems Corp. (f/k/a/.Virtual Alert Inc) to obtain certain rights to use the Global Secure Response Manager (f/k/a Bioterrorism Readiness Suite and referred to herein as the "Software"), a proprietary software product owned and licensed by Global Secure Systems Corp., for the purpose of establishing and maintaining the HAN. The DEPARTMENT and Global Secure Systems Corp. have entered into the following contracts: Software License Agreement dated as of May 29, 2003 and Supplemental Amendment to Software License Agreement effective as of March 1, 2006 (together referred to herein as "License Agreement") and the Amended and Restated Software Maintenance Agreement effective as of March 1, 2006 (referred to herein as "Maintenance Agreement"). ~'~ c` ~ Promoting and protecting the health of Iowans. ,, ~:_ The primary reason for this MOU is to grant certain limited rights to the AUTHORIZED AGENCY with respect to use of the Software and to provide the terms and conditions which shall govern the AUTHORIZED AGENCY'S use of the Software and the HAN. This Agreement shall also outline the terms under which the DEPARTMENT shall add AUTHORIZED USERS to the HAN and the terms under which the AUTHORIZED AGENCY shall reimburse the DEPARTMENT for certain costs incurred by the DEPARTMENT that are associated with the use of the HAN. SECTI01~13. DURATION OF AGREEME~tT. The initial term of this Agreement is for five years, effective as of September 1, 2006 to August 31, 2011, unless terminated earlier in accordance with the terms of this Agreement. After expiration of the initial term, the DEPARTMENT may elect to renew this Agreement for additional periods upon such terms and conditions as may be acceptable to the DEPARTMENT. SECTIOI~14. CONTRACT ADMINISTRATORS. Mary Jones, Director, Division of Acute Disease Prevention & Emergency Response has been designated by the DEPARTMENT to act as its contract administrator for this Agreement. The DEPARTMENT'S contract administrator must approve any changes in the terms, conditions, or amounts specified in this Agreement. Contact information: Name Mary Jones, Director of Acute Disease Prevention & Emergency Response Business Name Iowa Department of Public Health Street Address Lucas State Office Building, 321 East Twelve Street City, State, Zip Des Moines, IA 50319-0075 Telephone Number (515) 281-4355 E-mail address m'ones id h.state.ia.us Mike Van Milligen has been designated by the AUTHORIZED AGENCY to act as its, contract administrator for this Agreement. This individual is responsible for financial and administrative matters of this Agreement. Contact information: Name Mike Van Milligen Business Name City of Dubuque -Health Department Street Address 1300 Main Street City, State, Zip Dubuque, Iowa, 52001 Telephone Number 563-589-4184 E-mail address mcorri a cit ofdubu ue.or SECTION 5. DUTIES OF THE DEPARTMENT. The DEPARTMENT agrees: A. To purchase from Global Secure Systems Corp. under the License Agreement user licenses for the Software on behalf of AUTHORIZED AGENCY. User licenses requested by AUTHORIZED AGENCY shall be purchased by the DEPARTMENT on a periodic basis and shall be referred to as "Additional User Licenses", as identified in Attachment A. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure Additional User Licenses. Costs for the Additional User Licenses shall be based on the contractual costs set forth in the License Agreement, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. B. To purchase Software maintenance from Global Secure Systems Corp. under the Maintenance Agreement for Core User Licenses and Additional User Licenses on behalf of AUTHORIZED AGENCY on a quarterly basis. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure such Software maintenance for Additional User Licenses. Costs for the Software maintenance shall be based on the contractual costs set forth in the Maintenance Agreement, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. Under the Maintenance Agreement, only two maintenance representatives designated by the DEPARTMENT may contact Global Secure Systems Corp. to receive maintenance and support services. AUTHORIZED AGENCY does not have any rights under the Maintenance Agreement to contact Global Secure Systems Corp. directly to report problems with the Software or obtain assistance. AUTHORIZED AGENCY may contact the DEPARTMENT'S HAN Help Desk (515/281-0914) to report problems with the Software and the DEPARTMENT shall contact Global . .Secure Systems Corp. and coordinate with both parties to resolve the problem. C. To purchase Software maintenance from Global Secure Systems Corp. under the Maintenance Agreement for user licenses provided to AUTHORIZED AGENCY by the DEPARTMENT, referred to as "Core User Licenses", identified in Attachment A. D. To purchase Trend Micro software maintenance for Core User Licenses and Additional User Licenses on behalf of AUTHORIZED AGENCY. AUTHORIZED AGENCY shall reimburse the DEPARTMENT for all costs incurred by the DEPARTMENT to procure such software maintenance for Additional User Licenses. Costs for the software maintenance shall be based on the contractual costs with Trend Micro set forth in the DEPARTMENT'S contract with ASAP Software or other authorized state contract, as amended from time to time. The DEPARTMENT will notify AUTHORIZED AGENCY of contractual cost changes prior to their effective date. E. To submit quarterly invoices to AUTHORIZED AGENCY for all costs associated with purchasing Additional User Licenses, software maintenance and support, and other costs associated with AUTHORIZED AGENCY'S use of the HAN and the Software, and to submit quarterly invoices to AUTHORIZED AGENCY for any long distance charges resulting from AUTHORIZED AGENCY' S use of the HAN within 30 days of the DEPARTMENT'S receipt of the phone bill from the Iowa Communications Network (ICN) or any successor provider of long distance service. F. The DEPARTMENT shall have the sole authority and responsibility to add and manage all AUTHORIZED AGENCY'S Core User Licenses and Additional User Licenses, unless otherwise designated by the DEPARTMENT. G. That it may provide AUTHORIZED AGENCY, upon termination or expiration of this Agreement, a new agreement that will include sustainability fees based on contractual and maintenance costs. SECTI®I~T 6. GRAI~TT ®I' LICENSE RIGHTS, DISCLAIIVIER ®I+' VVARRAIVTIES A. Pursuant to section 2 .1 .2 of the License Agreement, the DEPARTMENT hereby grants to AUTHORIZED USER a nonexclusive, nontransferable, nonassignable and limited right and license to use, install, host, access, execute, perform, and display the Software solely in connection with AUTHORIZED USER'S authorized use of the HAN, subject to all of the terms, conditions and restrictions contained in the License Agreement and this Agreement. The AUTHORIZED USER may not use the Software in any manner or for any purpose other than as expressly set forth herein, and AUTHORIZED USER may not distribute. the Software to any person or entity without the DEPARTMENT'S prior written consent. The rights hereby granted may not be assigned, transferred or sublicensed by the AUTHORIZED USER, but shall only extend to the AUTHORIZED USER. The rights hereby granted shall terminate upon: (1) expiration or termination of this Agreement, or (2) termination of the License Agreement. AUTHORIZED USER shall not have any right, title, or interest in or to the Software except for the limited rights granted under this Agreement. ~. THE S®FTdVARE, S®FTVVARE 1®TTE~TA~TCE AND ®THER SERVICES DESCRIBED HEREIN ARE PR®VIDED "AS IS" WITH®UT W T~' ®E A1~Y I~I10TD. THE DEPARTII~IENT HERESY DISCLAIMS ALL REPRESENTATI®1vS, ~A TIES AID C®~tDITI®NS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED W TY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. C. IN NO EVENT WILL THE DEPARTMENT BE LIABLE HEREUNDER FOR INCIDENTAL, CONSEQUENTIAL; INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF THE ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE DEPARTMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE DEPARTMENT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY AUTHORIZED USER TO THE DEPARTMENT UNDER THIS AGREEMENT. SECTION 7. DUTIES OF THE AUTHORIZED AGENCY. The AUTHORIZED AGENCY agrees: A. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Additional User Licenses for the Software on behalf of AUTHORIZED AGENCY. B. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Trend Micro software maintenance for Additional User Licenses on behalf of AUTHORIZED AGENCY. C. To reimburse the DEPARTMENT for all costs and expenses incurred by the DEPARTMENT for purchasing Global Secure Systems Corp. Software maintenance for Additional User Licenses on behalf of AUTHORIZED AGENCY. D. To reimburse the DEPARTMENT for all long distance charges resulting from the AUTHORIZED AGENCY' S use of the HAN. E. To submit payments to the DEPARTMENT for the use of the HAN and for all reimbursements of the DEPARTMENT'S costs as provided herein within 60 days of AUTHORIZED AGENCY' S receipt of the DEPARTMENT' S invoices. If the AUTHORIZED AGENCY fails to pay or reimburse the DEPARTMENT within such 60-day period, the DEPARTMENT may terminate this Agreement and the license rights granted hereby or may terminate the AUTHORIZED AGENCY'S right to obtain Additional User Licenses for the Software. If the AUTHORIZED AGENCY wishes to add Additional User Licenses at a later date, the AUTHORIZED AGENCY shall repay all costs associated with adding Additional User Licenses. F. To comply with all of the terms, conditions and restrictions of the License Agreement and this Agreement. The AUTHORIZED AGENCY hereby acknowledges that it has read and understands the terms, conditions and restrictions of the License Agreement, as described in Attachment B. G. To comply with the terms and conditions of the Maintenance Agreement. The AUTHORIZED AGENCY hereby acknowledges that it has read and understands the terms and conditions of the Maintenance Agreement, as described in Attachment C. H. To abide by the HAN Resource Manual as contained in Attachment D. I. To purchase any computers or computer equipment necessary to use the Software and the HAN and to install all software and other components associated with AUTHORIZED AGENCY'S use of the Software and the HAN. The AUTHORIZED AGENCY'S duties and obligations set forth in Sections 7.A. - 7.I. above shall survive termination or expiration of this Agreement. SECTIOle1 ~. INDEMNIFICATIO~t A. AUTHORIZED AGENCY agrees to defend, protect, indemnify and hold harmless the State of Iowa and the IDPH, and their officers, employees, board members, representatives, officials, agerits and volunteers from and against any and all claims, costs, expenses, losses, claims, damages, liabilities, settlements and judgments, including, without limitation, the reasonable value of the time spent by the Attorney General's Office, and the costs and expenses and reasonable attorney's fees of other counsel required to defend the State of Iowa or the IDPH, related to or arising from: 1 Any violation or breach of any term or condition of this Agreement or any violation or breach by AUTHORIZED AGENCY of any term or condition of the License Agreement, the Maintenance Agreement, or the HAN Resource Manual; 2 Any negligent, intentional or wrongful act or omission of AUTHORIZED AGENCY or any agent or subcontractor utilized or employed by AUTHORIZED AGENCY; 3 AUTHORIZED AGENCY'S performance or attempted performance of this Agreement, including through any agent or subcontractor utilized or employed by AUTHORIZED AGENCY; 4 Any failure by AUTHORIZED AGENCY to comply with the compliance with the Law provision of this Agreement (Section 9.B.); 5 Any infringement or misappropriation of any copyright, trademark, patent, trade dress, trade secret or other intellectual property right; or 6 Any failure by AUTHORIZED AGENCY to adhere to any confidentiality provisions of the License Agreement, the Maintenance Agreement, the HAN Resource Manual or this Agreement. B. Survives Termination. The indemnification obligations of AUTHORIZED AGENCY shall survive termination or expiration of this Agreement. SECTI®~19. TE NATIOI~T. A. The DEPARTMENT may terminate this Agreement, without penalty, by providing at least thirty (30) days written notice to the AUTHORIZED AGENCY. B. The DEPARTMENT may terminate this Agreement immediately and without penalty if it determines that the AUTHORIZED AGENCY has violated any of the terms or conditions of this Agreement, the License Agreement, the Maintenance Agreement, or the HAN Resource Manual. C. The AUTHORIZED AGENCY may terminate this Agreement by providing at least sixty (60) days written notice to the DEPARTMENT and upon payment to the DEPARTMENT of any unpaid amounts due in respect of this Agreement. D. Upon termination or expiration of this Agreement by either party, AUTHORIZED AGENCY shall return all copies of the Software and all related documentation in its possession to the DEPARTMENT. E. The DEPARTMENT shall have the right to terminate this Agreement without penalty by providing at least ten (10) days written notice to the AUTHORIZED AGENCY if the DEPARTMENT determines that any of the following conditions exist: adequate funds are not appropriated or legally available to allow the DEPARTMENT to fulfill its obligations under this Agreement; adequate funds are de- appropriated or not allocated or available or if funds needed by the DEPARTMENT, at the DEPARTMENT'S sole discretion, are insufficient for any reason; the DEPARTMENT'S authorization to operate is withdrawn or there is a material alteration in the programs administered by the DEPARTMENT; or the DEPARTMENT' S duties are substantially modified. SECTION 10. ADMIl~tISTRATIOI~t A. Compliance with the I,aw. The AUTHORIZED AGENCY, its officers, employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations and orders when performing under this Agreement, including without limitation, all laws applicable to the prevention of discrimination in employment and the use of targeted small businesses as subcontractors or suppliers. B. Amendments. This Agreement maybe amended in writing from time to time by mutual consent of the parties. All amendments to this Agreement must be in writing and fully executed by the parties. C. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. This Agreement is intended only to benefit the State, the IDPH and the AUTHORIZED AGENCY. D. Choice of I,aw and Forum. The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding of a quasi judicial or judicial nature is commenced in connection with this Agreement, the exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for the State of Iowa, Des Moines, Iowa. This provision shall not be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federal court, which maybe available to the IDPH or the State of Iowa. E. Assignment and Delegation. This Agreement may not be assigned, transferred or conveyed in whole or in part by AUTHORIZED AGENCY without the prior written consent of the DEPARTMENT. For the purpose of construing this clause, a transfer of a controlling interest in the AUTHORIZED AGENCY shall be considered an assignment. F. Integration. This Agreement represents the entire agreement between the parties. The parties shall not rely on any representation that may have been made which is not included in this Agreement. G. Headings or Captions. The paragraph headings. or captions used in this Agreement are for identification purposes only and do not limit or construe the contents of the paragraphs. H. Mot a Joint Venture. Nothing in this Agreement shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties hereto. Each party shall be deemed to be an independent contractor contracting for services and acting toward the mutual benefits expected to be derived herefrom. No party, unless otherwise specifically provided for herein, has the authority to enter into any agreement or create an obligation or liability on behalf of, in the name of, or binding upon another party to this Agreement. I. Joint and Several Liability. If the AUTHORIZED AGENCY is a joint entity, consisting of more than one individual, partnership, corporation or other business organization, all such entities shall be jointly and severally liable for carrying out the activities and obligations of this Agreement, and for any default of such activities and obligations. J. Supersedes Former Agreements or Agreements. This Agreement supersedes all prior agreements between the IDPH and the AUTHORIZED AGENCY with respect to the subject matter of this Agreement. I~. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. L. Authorization. The AUTHORIZED AGENCY represents and warrants to the DEPARTMENT that: 1 It has the right, power and authority to enter into and perform its obligations under this Agreement. 2 It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement, and this Agreement constitutes a legal, valid and binding obligation upon itself in accordance with its terms. P/I. Successors in Interest. All the terms, provisions, and conditions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. 1`t. A`vard of 12elated Agreements. IDPH may undertake or award supplemental or successor agreements for work related to this Agreement, or with respect to the Software. The AUTHORIZED AGENCY shall cooperate fully with other contractors, consultants and other persons who maybe engaged by IDPH in connection with this Agreement, or with respect to the Software. AUTHORIZED AGENCY will ensure that its subcontractors will abide by this provision. O. Sovereign Immunity. IDPH does not waive sovereign immunity by entering into this Agreement and specifically retains immunity and all defenses available to it under Iowa law, including, without limitation, Iowa Code Chapter 669 and the Constitution of the State of Iowa. P. Non-Exclusive 12ights. This Agreement and the rights granted hereby are not exclusive. The DEPARTMENT reserves the right to grant rights identical or similar to those granted hereby to third parties at anytime. Q. Any use of the DEPARTMENT'S name, logo, or other identifier, including but not limited to the "HAN logo" and the "HAN name" must have prior written approval from the DEPARTMENT. 1Z. Sections 6(C) and 8 of this agreement shall have no force or effect if the AUTHORIZED AGENCY is an Iowa state agency or an Iowa regent institution. IN WI'T'NESS WIIEREOF, in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into the above Agreement and have caused their duly authorized representatives to execute this Agreement. AU'TH012IZED AGENCY ~~~ Mike Van Milligen, City Manager DATE ~ r~=/ ~'~ s IOWA DEiDA,12'T1ViEN'I' OF PiJRI.,IC I~EAI.,'I'II I3Y Mary Jones, Director Division of Acute Disease Prevention and Emergency Response DATE: Iowa ®epartment of Public Health ®ivision of Acute ®isease Prevention Emergency Response acr~en Dubuque City /Health Department Core User Licenses Core users are those users who hold a license for the HAN system which was purchased by the Iowa Department of Public Health using the Centers for Disease Control and Prevention (CDC) Public Health Emergency Preparedness Grant or the Health Resources Services Administration (HRSA) National Bioterrorism Hospital Preparedness Program Grant. These licenses will be maintained as part of the core licenses as long as sufficient federal funding is available. Core Administrator level user licenses: 0 Core Collaborator level user licenses: 1 Core Alert level user licenses: 0 Additional User Licenses Additional users are those users who hold a license for the HAN system which were purchased through IDPH by an AUTHORIZED AGENCY. These licenses are to be maintained by the purchasing AUTHORIZED AGENCY. Additional Administrator level user licenses: 0 Additional Collaborator level user licenses: 0 Additional Alert level user licenses: 0 February 23, 2009 Health Alert Network (HAN) Page 1 of 1 Iowa ®epartment of Pubiic hlealth ®ivision of Acute ®isease Prevention ~ Emergency Response achtnen~t License Agreement The License Agreement is comprised of two contracts, entered into by the DEPARTMENT and Global Secure Systems Corp. These two contracts are the Software License Agreement dated as of May 29, 2003 and the Supplemental Amendment to Software License Agreement effective as of March 1, 2006 (together referred to herein as "License Agreement'. April 12, 2007 Health Alert Network (HAN) Page 1 of 1 (~Op1~ SOFTWARE LICENSE AGREEMENT This Agreement dated as of .~ 29 ZGD.3. ("Effective Date"}, between Virtual Alert, Inc., a California corporation ("Virtual Alert") and ~,,,~ ~ ®~ Pat<<k ~~~~~-~ (~`L1Gensee") establishes the basis for a procurement relationship under which Virtual Alert licenses the Bio-Terrorism Readiness Suite software ("Product") described in the Purchase Order (defined below) issued under this Agreement. ~ • 1.0 Definitions "Affiliates'! means entities that control, are controlled by, or are under common control with a' party to this Agreement and that have signed a Purchase Order. "Agreement" means this agreement and any relevant Purchase Order. "Derivative Work" means a work that is based on an underlying work and that would be a copyright infringement if prepared without the authorization of the copyright owner of the underlying work. "Error Corrections" means revisions that correct errors and deficiencies (collectively referred to as "Errors") in the Product. "Externals" means any pictorial, graphic, or audiovisual works generated by execution of code and any programming interfaces, languages or protocols implemented in code to enable interaction with other computer programs or end users. Externals do not include the code that implements them. "Personnel" means agents, employees, or contractors engaged by Licensee including persons that have been granted user authorization by Licensee. "Prices" means the agreed upon payment and currency for Product and Services, including all applicable fees, professional services fees, royalty payments and taxes, as specified in the relevant Purchase Order. "Purchase Order" means any document attached to or included in this Agreement which describes the Product, inelu~ing any requirements or specifications, and is the only authorization for Virtual Alert to sell any product or to perform any work under this Agreement. "Source Code" means computer programming code that may be displayed in a forth readable and understandable by a programmer of ordinary skill. 2.0 Grant of License: 2.1 Riaht of Use. Virtual Alert will deliver to Licensee one complete copy of the Product described in the relevant Purchase Order, which shall only be used for the purposes described herein. The product shall only be used by persons and for purposes within Licensee's geographic ,jurisdari;; firtual Alert will provide to Licensee, at no charge, Error Corrections for the Product beginning when Licensee accepts the Product and continuing for the Error Correction Warranty Period specified in the relevant Purchase Order. The License hereby granted may not be transferred or sublicensed, but shall extend to any department or subdivision of Licensee including persons granted user authorization by Licensee (collectively, "Affiliates"). Licensee shall be responsible for the compliance by each such•Affiliate with the terms and provisions of this Agreement. Licensee shall not reverse engineer, reverse compile or Page 1 of G~ disassemble the Product, or otherwise attempt to derive the Source Code to any software or technology licensed under this Agreement. The foregoing shall not apply to such activities conducted in.the ordinary course of technical support of Licensee products such as may occur in the use of debugging tools. Purchasing the Product is similar to purchasing many other "Common, Off-the-Shelf 'software products. Licensee is purchasing a license for the right to use the product. The companies that designed and built the product and the related software platforms on which the software operates own the actual code behind the product and the Licensee will not receive Source Code, or the rights to the Source Code. 2.2 Showcase Account. In consideration of the special pricing, terms and conditions provided to Licensee hereunder, .Licensee agrees, subject to Virtual Alert obtaining the prior written consent of Licensee before commencing any of the following activities, to be a "Showcase Account" for Virtual Alort. A~ .u Showcase Account, Licensee agrees to cooperate with Virtual Alert (i) in preparation of at least n`v~ (2) press releases and two (2) case studies that shall be released upon both parties prior written author'-i~a.~on (one within seven (7) days after schedule signing and one within one (1) month after imlrtementaeion of the Software), where the aforementioned materials .can be used for Virtual Alert's marketing pu.r,2~s (including, but not Limited to, placement on Virtual.Alert's svebsife, use in markeng materials, ete.) (ii) in providing oral and/or written references to Virtual Alert's prospective customers and occasional site visits by Virtual Alert's prospective customers at Licensee's facility demonstration of Virtual Alert's products in use by Licensee's personnel; provided each site visit is scheduled on a mutually agreeable date at least two (2) weeks prior to the actual site visit; (iii) in providing oral and/or written references to press and industry analysts; (iv) in conducting a video testimonial to be used for Virtual Alert's marketing purposes•(i.e, Virtual Alert's website, trade shows, etc.); and (v) in delivering pre-approved quotations to be used in Virtual Alert's marketing materials. The parties further agree that Virtual Alert may include Licensee's logo on publicly displayed customer lists (including Virtual Alert's Internet Web Site) provided a) Licensee's name is not the sole customer listed or emphasized in any manner; and b) Virtual Alert complies with Licensee's trademark guidelines as provided by Licensee to Virtual Alert. Licensee's prior consent shall be obtained prior to each such activity. Such consent shall not be unreasonably withheld. 3.0 - Term and Termf nation: Product acquired by Licensee on or after the Effective Date will be covered by this Agreement. This Agreement will remain in effect until terminated. Licensee may terminate a Purchase Order without cause within two (2) days of date of its receipt. Upon termination, Licensee shall return to Virtual Alert copies of all software received. 4.0 Pricing: Except for pre-approved expenses specified in the relevant Purchase Order, the Prices for Product specified in a Purchase Order and accepted by Licensee will be the only amount due to Virtual Alert in connection with the license. However, if Product is used for purposes other than those purposes described herein; or if the total amount of users exceeds the number of users licensed, additional license fees will be due. 5.0 Acceptance: The Product will be deemed accepted by Licensee and meeting all requirements unless it provides notice to Virtual Alert ofnon-conformity within two (2) days of date of its receipt. The parties agree that such acceptance shall not limit, any of the remedies or rights otherwise provided to Licensee hereunder. 5.0 Representations and Warranties: Virtual Alert makes the following ongoing representations and warranties: (i) it has the right to enter into this Agreement and its performance of this Agreement will not violate the terms of any contract, obligation, law, regulation or ordinance to which it is or Page 2 of EiE~ becomes subject; (ii) n~ ~elaim, lien, or action exists or is threatened against Virtual Alert that would interfere with Licensee's rights under this Agreement; (iii) Product is sa'.' #'or any use consistent with and will comply with the specifications and requirements in this Agreement: (iv) Product will be tested for, and does not contain, Harmful code; (v) Product does not infringe any privacy, publicity, reputation or intellectual property right of a third party; and (vi) all authors have agreed not to assert their moral rights (personal. rights associated with authorship of a work under applicable ]aw) in the Product, to the extent permitted by ,law. ONLY .WRITTEN COMMUNICATIONS FROM VIRTUAL ALERT SHALL REPRESENT THE FUNCTIONAL .AND TECHNICAL CAPABILITUES OF THE END PRODUCT. EXCEPT AS STATED IN TffiS SECTION, VIRTUAL ALERT MAKES NO EXPRESS OR IMPLIED WARRANTIES, SUCH AS WAI2RANTTES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.0 Intellectual Property 7.1 Right, Title and Interest. Right, title and interest in and to the technology shall remain the sole' and exclusive property of Virtual Alert, as well as in any invention or discovery, including without limitation, information, improvements, innovations, suggestions, ideas and reports (whether patentable and/or copyrightable or not), conceived or reduced to practice shall remain the sole and exclusive property of Virtual Alert. Licensee shall execute such documents and take such further action as may be necessary to obtain, maintain or enforce patents or copyrights on said inventions or discoveries in Virtual Alert's name in the United States and elsewhere. 7.2 Perfection of Copyrights: Upon request, Virtual Alert • will provide to Licensee a "Certificate of Originality" or equivalent documentation to verify authorship of Product. Virtual Alert will be responsible for registration, maintenance and enforcement of copyrights for Products. 7.3 Names and Trademarks: Virtual Alert grants Licensee a nonexclusive, worldwide, perpetual, irrevocable, paid-up license to use the names and trademarks Virtual Alert uses to identify the Product for Licensee's marketing of the Product. If Virtual Alert objects to Licensee's improper use of Virtual Alert's names or trademarks, Licensee will take all reasonable steps necessary to resolve Virtual Alert`s objections, Virtual Alert may reasonably monitor the quality of Product bearing its trademark under this license. 8.0 Indemnification 8.1 By Virtual Alert. •Virtual Alert shall, at its own expense, defend and indemnify Licensee for damages and reasonable costs incurred in any suit, claim or proceeding brought against Licensee alleging that the technology or trademarks used in relation thereto and which was licensed pursuant to this Agreement infringe (i) any patents in the U.S., (ii) any copyrights worldwide, or (iii) any trademarks ill any Countries in •v>,;ch Virtual Alert markets products .in coru~ectiori with the Virtual Alert trademarks, or misappropriate any trade secrets, provided that Virtual Alert is promptly notified, rendered reasonable assistance by Licensee as required, and permitted to direct the defense or settlement negotiations. Virtual Alert •shall have no Liability for any infringement arising from: (a) the integration or combination of the technology, or trademarks together with other software, materials or products not integrated or combined by Virtual Alert, if the infringement would have been avoided in the absence of such integration or combination; or (b) the use of other than a current unaltered release of the software available from Virtual Alert, if the infringement would have been avoided by the use of the then-current release, and if Virtual Alert has provided such current release to Licensee. Page 3 of 6Fi 8.2 Remedies. In the event Virtual Alert reasonably believes that the use or distribution of any technology or Virtual Alert trademarks is likely to be enjoined, Virtual Alert may, at its option, either: (i) substitute functionally equivalent non-infringing 'technology; (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent; or (iii) if none .of the foregoing is feasible, Virtual Alert may take back such infringing item or items and terminate only that portion of the license associated with respect to such item or items, subject to a mutually satisfactory equitable reduction in the fees payable under .this Agreement. SECTIONS 8.1 and 8.2 STATE LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, .AND .ALL PURCHASE ORDER WARRANTIES OF NON- INFRINGEMENT, EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED AND EXCLUDED. 8.3 By Licensee. Licensee shall, at its own expense, defend and indemnify Virtual Alert for damages and costs incurred in any suit, claim or proceeding brought against Virtual Alert or its Affiliates arising from acts performed by Licensee, directly or indirectly, in contract, negligence or tort. 9.0 Confiderntiality: 9.1 For the purposes of this Agreement, "Confidential Information" shall mean any information delivered by one party to another which the receiving party ("Receiving Party") knows or has reason to know is considered confidential by disclosing party ("Disclosing Party"). Without limiting the foregoing, the technology; implementation methodologies, training methodologies, documentation and the terms and pricing of this Agreement, and if applicable, the Software Maintenance Agreement, shall be deemed Confidential Information. The Receiving Party agrees to take precautions to prevent any unauthorized disclosure or use of Confidential Information of the Disclosing Party consistent with precautions used to protect the Receiving Party'_s own Confidential Information, but in no event less than reasonable care. Except as provided below, Licensee agrees to treat the Confidential Information as confidential and shall not disclose the Confidential Information to any person or entity without the Disclosing Party's prior written consent. The Receiving Party may only disclose the Confidential information to those who reasonably require access to such Confidential Information to perform obligations under this Agreement, The Receiving Party.shall take all appropriate steps to ensure that its employees and contractors who are permitted access to the Confidential Information of the Disclosing Party agree to act in accordance with the obligations of confidentiality imposed by this Agreement. Should any party be faced with legal action to disclose Confidential information under this Agreement, the Receiving Party shall promptly notify the Disclosing Party and upon the Disclosing Party's request, shall reasonably cooperate with the Disclosing Party in contesting such disclosures. The obligations imposed by this Section shall survive any termination of this Agreement. The obligations set forth in this Section 9.0 shall not apply to any particular portion of any Confidential Information to the extent that; '(i) now or subsequently becomes generally known or available through no act or omission of Receiving Part,; (ii) was or is lmo-,-,rn at the time of peoeipt of same from Disclosing Parry; (iii) is provided by the Disclosing Party to a third party without restriction on disclosure; (iv) is subsequently rightfully provided to Receiving Party by a third party without restriction on disclosure; or (v) is independently developed by Receiving Party and as can be demonstrated from Receiving Party's business records and documentation, provided the person or persons developing same had not had access to the Confidential Information of the Disclosing Party prior to such independent development. 9.2 Licensee agrees to maintain confidentiality with respect to the terms and pricing set forth in this Agreement, the Purchase Order and, if applicable, the Software Maintenance Agreement. Page 4 of Gtr 10.0 Liability: EXCEPT FOR LIABILITY FOR BREACH OF SECTION 9 (CONFIDENTIALITY) AND EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8 (INDEMNIFICATION): (A) NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF A PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMANGES; AND (B) IN NO EVENT SHALL VIRTUAL ALERT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO VIRTUAL ALERT UNDER THIS AGREEMENT. 11.0 Reeordkeeping and Audit Rights: Virtual Alert will maintain (and provide to Licensee upon request) relevant accounting records to support invoices. under this Agreement and proof of required permits and professional licenses, for two (2) years following completion or termination of the relevant Purchase Order. All accounting records will be maintained in accordance with generally accepted accounting principles. Virtual Alert may, in its discretion and at any time, audit the number of users by Licensee and its Affiliates to ensure compliance with this Agreement and Purchase Order. 12.0 General: This Agreement may only be amended by a writing specifically referencing this Agreement which has been signed by authorized representatives of the parties. Virtual Alert may assign this Agreement to any person to whom it transfers all or substantially all of its rights in the technology. Except as provided in the preceding sentence, neither party may assign, voluntarily, by operation of law, or otherwise, any rights, or delegate any duties under this Agreement (other than the right to receive payments) without the other party's prior written consent. Any attempt to do so without that consent will be void; This Agreement will bind and inure to the benefit of the parties and their representative successors and permitted assigns. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means is considered an original. Affiliates will acknowledge acceptance of the terms and conditions of this Agreement through the signing of a Purchase. Order before conducting any transaction under this Agreement. This Agreement replaces any prior oral or written agreements or other communication between the parties with respect to the subject matter of this Agreement, excluding any confidential disclosure 'agreements. If any term in this P.greement is found by ccmpetent judicial authority to'oe unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement. The provisions set forth in the following Sections and Subsections of this Agreement will survive after termination of this Agreement and will remain in effect until fulfilled: "Representations and Warranties", "Intellectual Property", "Indemnification", "Limitation of Liability", "Reeordkeeping and Audit Rights", "Arbitration", and "Confidentiality". An effective waiver under this Agreement must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other party's noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances Page 5 of 6Fi 13.0 Arbitration. Tt is agreed that any and all disputes arising under this Agreement, or under any instnunent made to carry out the terms of this Agreement, shall be settled by binding arbitration. The parties shall select one neutral arbitrator, if the parties cannot agree, then the Court may appoint one pursuant to Code of Civil Procedure Section 1281.6, whose decision shall be confirmed and may be enforced in any court of competent jurisdiction. The site of the arbitration shall be Sacramento County, California. The proceedings before the arbitrator shall be governed by the California Arbitration Act as set forth in California Code of Civil Procedure Section 1280 et. seq. The prevailing party in any arbitration under this Agreement, or in any legal proceeding brought to enforce the right to arbitration or the arbitrators' award, shall be entitled to recover its attorneys' fees and costs, including expert witness fees, from the non-prevailing party. The discovery procedures set forth in Section 1283.05 of the California Cade of Civil Procedure shall apply to any such arbitration. Nothing herein shall prohibit a party from seeking interim or equitable relief in a Califomia Superior Court while the arbitration is pending. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the day and year first above written. ACCEPTED AND AGREED TO; ACCE E A D TO: B i e Date ,~~t 2- ~ ~~ ~~~ Printed Name . 'V'irtual Alert, Inc. Page 6 of Ci(~ C~Oo pal SUPPLEI4ZENTAL AMENDMENT T® S®IH'T6~ARE LICENSE AGREEMENT This Supplemental Amendment to Software License Agreement (this "Amendment") is made effective as of March 1, 2006 ("Effective Date") by and between Global Secure Systems Corp., a corporation organized under the laws of California f/k/a Virtual Alert, Inc. ("GS Systems"), and the State of Iowa ("State"), acting by~and through the Department of Public Health ~("Department") (the State and the Department shall be referred to individually and collectively as "Licensee"). RECITALS A. GS Systems and Licensee entered into a Software License Agreement dated May 29, 2003 (the "Software License Agreement"), pursuant to which Licensee obtained certain rights to use the Bioterrorism Readiness Suite (now known as Global Secure Response Manager), a proprietary software product owned and licensed by: GS Systems to third parties (the "Software," sometimes also. referred to herein as the "Product"). B. GS Systems and the Licensee entered into Iowa Department of Public Health Contract Number S884BT17 ("Contract 5884BT17") on April 8, 2004 pursuant to which GS Systems, among other things, agreed to (1) provide to the Licensee a secondary license to the Software and the necessary communication server software for the Licensee to operate two iterations of the Software (a primary and a backup) utilizing 48 lines for communication and fax capabilities, (2) provide 120 additional user Licenses at the Alert level far the Software under certain conditions, and (3) provide. l0 additional days of training on the Software. C. Pursuant to Amendment No. 2 to Contract No. S884BT17, dated August 24, 2004 the Licensee purchased from GS Systems 1S2 additional user licenses to the Software at the Collaborator level and 1S9 additional user licenses to the Software at the .Alert level. D. The Licensee desires to purchase additional user licenses to the Software and GS Systems is willing to sell to the Licensee additional user licenses to the Software. E. The Licensee and GS Systems desire to supplement and amend the Software License Agreement as set forth herein. NOVJ THEP.EFOP.E, in consideration of the mutual covenants contained herein and for other good and~a able consideration, the receipt and sufficiency of which are hereby acknowledged,~hEicensee and GS Systems, intending to be legally bound, hereby agree as follows; 1. Incorporation of License Purchases. The software license and user licenses for the Software that the Licensee purchased under Contract S884BT17 and Amendments No. 1 and No. 2 thereto are hereby incorporated into the Software License Agreement. Supplemental Amendment to Software License Agreement Iowa Department of Public Health 2. Additional User Licenses: Conversion of User Licenses. 2.1 From time to time, the Licensee may purchase and GS Systems shall grant additional user licenses for the Software under the Software License Agreement. The one time license fees for Users are as follows: . User Level Cost Per License Administrator $240 Collaborator $120 Alert $20 Licensee may purchase additional user licenses by delivering to GS Systems a purchase order stating (i) the number of Authorized Users for whom licenses are being purchased, (ii) the user level for each license, and (iii) the individual price for each License and the aggregate price as calculated as provided above for such user licenses. Upon receipt of a purchase order for additional user licenses from the Licensee, GS Systems shall submit an invoice to the Licensee in a form reasonably acceptable to the Licensee. The Licensee shall pay all invoices in arrears and in conformance with Iowa Code section 8A.514 and 11 Iowa Admin. Code 41.1(2): The Licensee may pay in less than sixty (60) days, as provided in Iowa Code section 8A.514. However, an election to pay in less than sixty (60) days shall not act as an implied waiver of Iowa Code section 8A.514., Notwithstanding anything herein to the contrary; the Licensee shall have the right to dispute any invoice submitted for payment and withhold payment of any disputed amount if the Licensee believes the invoice is inaccurate or incorrect in any way. GS Systems shall have no obligation to grant any user licenses until it has received payment for such user licenses. GS Systems acknowledges that the Licensee has folly paid.(i) license fees for 2,306 Authorized Users of the Software (30 Administrator level user licenses, 1767 Collaborator level user Licenses and 509 Alert Level user licenses), and (ii) and the initial server and back-up server license fee of $220,000 for use of the Software by the Department. . 2.2 Frorn time to time, but no more than once a year, Licensee may convert its existing user licenses, without the payment of any additional license fees, according to the following conversion formula: 1 administrator user license = 2 collaborator user licenses = 10 alert user licenses Thus, by way of example only, Licensee could convert 6 existing collaborator user licenses into either 3 new administrator user licenses or 30 alert user licenses. To request a conversion, Licensee shall provide GS Systems with written notice of such request, specifying the desired conversion and resulting mix of new user licenses. Such written request notice may be provided only one time per one year period running from August 31 through Supplemental Amendment ko Software License Agreement 2 Iowa Department of Public Health August 30 of the following calendar year. Within 10 business days of receiving Licensee's written request for conversion, G5 Systems shall provide Licensee with written notice. approving such request, which notice shall confirm the new mix of user license levels. . 3.. Limitation of Rights. Licensee acknowledges and agrees that Licensee has no ownership rights in and to the Software beyond the licenses granted for use of the Software solely tb the Licensee and the Authorized Users. 4. Amendments to Software License Agreement. 4.1 Section 1.0 of the Software License Agreement is amended as follows: 4.1.1 .by deleting the definition "Affiliates" and replacing therewith for all purposes in the agreement the following new definition: "Authorized Users" means the following persons for whom the Licensee has purchased or received a license to 'use t11e Software (a) any state agency, local public health department, hospital, or other agency or entity which has entered into a memorandum of understanding or other written agreement with the Department to use the Software consistent with the rights granted under the Software License Agreement (it being acknowledged that there must be a client access license ("user licenses") for each individual who uses the Software ), (b) the Health Alert Network coordinator from each of the following seven states for whom GS Systems granted to the Licensee seven royalty free Collaborator user licenses: Minnesota, Wisconsin, Illinois, Missouri, Nebraska, South Dakota and Kansas, and (c) independent contractors, consultants or other Third Parties who are retained or hired by Licensee (i) to use the Software for other purposes consistent with the rights granted herein (for each of whom there must have been purchased by the Licensee a user license) or (ii) to maintain, modify, support or enhance the Software if the Source Code is released from the escrow under Section 5 of the Amendment (for each of whom there is no requirement to purchase a license). 4.1.2 by adding the following new definition: "Confidential Information" means, subject to any applicable State and federal laws and regulations, including but not limited to Iowa Code Chapter 22, any confidential or proprietary information or trade secrets disclosed by either party (a "disclosing party") to the other party (a "receiving party") that, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information does not include any information that: (i) was rightfully in the. possession of the Supplemental Amendment to Software License Agreement 3 Iowa Aepartment of Public Health receiving party from a source other than the disclosing party prior to the time of disclosure of the information by the disclosing party to the receiving party; (ii) was. known to the receiving party prior to the disclosure of the information by the disclosing party; (iii) was disclosed to the receiving party without restriction . by an independent third party having a legal right to disclose the information; (iv) is in the public domain or shall have become publicly available other than as a result of disclosure by the receiving party in violation of this Agreement or in breach of any other agreement with the disclosing party; (v) is independently developed by the receiving party without any reliance on Confidential Information disclosed by the disclosing party; (vi) is disclosed pursuant to law, rule, regulation, subpoena, summons, the unreversed order of a court, lawful custodian, governmental agency or regulatory authority; or (vii) is disclosed by the receiving party with the written consent of the disclosing party. 4.1.3 by adding the fallowing new definitions: "Documentation" means any and all technical information, commentary, explanations, design and system architecture documents, database layouts, test materials, training materials, guides, manuals, worksheets, notes, work papers, programmers' notes, and all other information, that is necessary or useful for purposes of maintaining, repairing or making modifications or enhancements to the Software and the Source Code, in any medium, including electronic, digital, and magnetically or optically encoded media that exists. "Enhancements" means all updates, upgrades, patches, error corrections, additions, modifications or other enhancements to the Software provided or made- by GS Systems, any new releases of Software, and all changes to the Source Code as a result of such Enhancements. 4.1.4 by deleting the defmition of "Source Code" and replacing it with the..following new definition:. "Source Code" means the human-readable source code, source program, scripts and/or programming language, including HTML, XML, XHTML, Visual Basic, and JAVA; for or related to the Software. Source Code includes all soul•ce code listings, instructions (including compile instructions), and Documentation. 4.2 Section 2.1 of the Software License Agreement is hereby deleted in its entirety and replaced with the following new Section 2.1: Licensor hereby grants to Licensee a nonexclusive, irrevocable, perpetual, fully paid up, royalty-free, worldwide right and Iiense to: Supplemental Amendment to Software License Agreement 4 Iowa Depaztment of Public Health '2.1.1 use, install, host, access, execute, test, .demonstrate, and display the Software, in all media now known or hereafter created; ' 2.1.2 grant to Authorized Users the right to use, install, host, access, execute, perform, and display the Software in all media now known or hereafter created; and 2.1.3 grant to Licensee the right to create two (2) duplicate disks of the install disk per server for archival purposes; and 2.1.4 if Licensee receives the Source Code from the escrow agent in accordance with the terms of Section 5 of the Amendment, all of the rights and privileges granted under this Agreement with respect to the Software shall apply to theSource Code, and Licensee shall be entitled to exercise all of such rights and privileges with respect to the Source Code, and Licensee shall receive and is hereby granted a nonexclusive, irrevocable and perpetual license to modify, maintain, support and enhance the Software and Source Code. ,The foregoing rights and privileges shall include the right to have .Authorized Users modify, maintain, support and enhance the Software and Source Code on behalf of Licensee. 4.3 Section 2.2 of the Software License Agreement is deleted in its entirety. 4.4 Section 3.0 of the Software License Agreement is deleted in its entirety and replaced with the following new Section 3.0: The term the licenses granted hereunder shal_i_ be perpetual. 4.5 Section 8.2 of the Software License Agreement is amended by deleting the last sentence thereof in its entirety; provided that if any terms of such sentence are enforceable under the laws of the State of Iowa such terms, to the extent enforceable, shall not be deleted. 4.6 Section 8.3 of the Software License Agreement is deleted in its entirety and replaced with the following new Section $.3: The Licensee shall, only to the extent consistent with and permitted by Article VII, Section 1 of the Iowa Constitution and Iowa Code Chapter 669, indemnify GS Systems from and against any claim, as defined in Iowa Code Section 669.2, caused directly by the negligent or wrongful acts or omissions of any employee of the Licensee while acting within the scope of the employee's office or employment in connection with the performance of this Agreement. GS Systems agrees that any .claim for which indemnification is sought pursuant to this Section Supplemental Amendment to Software License Agreement Iowa Department of Public Health 8.3 will be subject to the provisions of Iowa Code Chapter 669 and 543 Iowa Admin. Code 1. If the Licensee makes any indemnity payments to GS Systems pursuant to this Section 8.3 and GS Systems thereafter collects or recovers all or a portion of such amounts from any person or third party, including from any insurance carrier; GS Systems shall promptly repay such collected or recovered amounts to the Licensee. 4.7 Section 9.1 of the Software License Agreement is deleted in its entirety and replaced with the following new Section 9.1: Except as provided or contemplated herein, and subject to applicable federal, state or international laws, rules or regulations (including Iowa Code Chapter 22 and 645 Iowa P>dministrative Code chapter 175) the Licensee shall not disclose to third parties (excluding Authorized Users) any information of Licensor is marked or otherwise clearly identified by Licensor as Confidential Information and the installation guide for the Software without the prior written consent of GS Systems. GS Systems shall Limit such identification to information it reasonably believes is entitled to confidential protection pursuant to such applicable laws, rules and regulations. Notwithstanding the foregoing, the Licensee may disclose GS Systems' Confidential Information pursuant to: (i) an unreversed order of a court or regulatory agency having authority to issue such an order and/or (ii) applicable laws, rules, or regulations. In such event, the Licensee shall provide prompt notice to GS Systems of the circumstances giving rise to the Licensee's disclosure. Licensor acknowledges that the Licensee is subject to Iowa Code Chapter 22 and other laws, ru1_es and regulations governing public records. If a request is made to view or otherwise access GS Systems' Confidential T.nformation pursuant to such laws, rules or regulations, the Licensee will promptly notify GS Systems of the request. Subject. to the foregoing, the Licensee will use reasonable efforts to protect Licensor's Confidential Information provided such information can reasonably be determined to constitute a confidential record under Iowa Code Section 22.7 or other applicable laws, rules or regulations, In the event the Licensee reasonably determines that such info~u~atior~ is not a confidential record, the Licensee may release such information unless GS Systerns files an action in Polk County District Court to prevent the release of the requested information within ten (10) days of receiving notice from the Licensee. For purposes of this Section 9.1, the source code for the Software shall be considered Confidential Information of GS Systems. 4.8 Section 9.2 of the Software License Agreement is deleted in its entirety. Supplemental Amendment to Software License Agreement 6 Iowa Department of Public Health 4.9 Section 10.0 of the Software License Agreement is deleted in its entirety; provided that if any terms of such Section 10.0 are enforceable under the laws of the State of Iowa such terms, to the extent enforceable, shall not be deleted. 4.10 Section 12.0 of the Software License Agreement is deleted in its entirety and replaced with the following new Section 12.0: This Agreement may only be amended by a writing specifically referencing this Agreement which has been signed by authorized representatives of the parties. GS Systems may assign this Agreement to any person to whom it transfers all or substantially all of its rights in the technology. Except as provided in the preceding sentence, neither party may assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without the other party's prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. A-Iy attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their representative successors and permitted assigns. This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the state of Iowa, without giving effect to the choice of law principles thereof. Any and all litigation or actions commenced in connection with this Agreement, including after expiration or termination of this Agreement, shall be brought in Des Moines, Iowa, in Polk County District Court for the State of Iowa, if jurisdiction is proper. However, if jurisdiction is not proper in the Iowa District Court for Polk County, but is proper only in a United States District Court, the matter shall be commenced in the United States District Court for the Southern District of Iowa, Central Division. GS Systems hereby irrevocably: (i) consents and agrees that any legal or equitable action or proceeding arising under, in connection with or arising out of this Agreement shall be brought and maintained exclusively in the aforesaid courts; and (ii) submits to and accepts, with respect to any such action or proceeding, far it and in respect of its properties and assets regardless of the physical or legal situs .thereof, generally and unconditionally, the jurisdiction of the aforesaid courts. This provision shall not be construed as waiving any immunity to suit or liability, in state or federal court, which maybe available to the Licensee. GS Systems irrevocably consents to service of process by certified or registered mail addressed to GS Systems' designated agent. GS Systems appoints Corporation Service Company, Des I`dIoines, Iowa, as its agent to receive service of process. If for .any reason GS Systems' agent for service is unable to act as such or the address of the agent changes, GS Systems shall immediately appoint a new agent and provide the Department with written notice of the change in agent or address. Any change in the appointment of the agent or address will be effective only upon actual receipt by the Licensee. Nothing in this provision will alter the right of the Licensee to serve process in any other manner permitted by law. This Section 12.0 shall survive termination of this Agreement. The Supplemental Amendment to Software License Agreement 7 Iowa Department of Public Health parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement.. This Agreement maybe signed in one or more counterparts; each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means is considered an original. Licensee will acknowledge acceptance of the terms and conditions of this Agreement through the signing of a Purchase Oxder before conducting any transaction under this Agreement. This Agreement xeplaces any prior oral or written agreements or other communication between the parties with respect to the subject matter of this Agreement, excluding any confidential disclosure agreements. If any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement. The provisions set forth in the following Sections and Subsections of this Agreement will survive after termination of this Agreement and will remain in effect.until fulfilled: "Representations and Warranties", "Intellectual Property", "Indemnification", "Limitation of Liability"; "Recordkeeping and Audit .Rights", and "Confidentiality". An effective waiver under this Agreement must be in writing signed by the party waiving its right. A waiver by eithex party of any , instance of the other party's noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances 4.11 ~ Section 13.0 of the Software License Agreement is deleted in its entirety. 5. Escrow of Source Code. GS Systems shall deposit and maintain in escrow under GS Systems' master escrow arrangement with Escrow Associates a complete copy of the Source Cade (on a media and in an electronic format customary in the industry) for the most recent version of the Software and the most recent Enhancements thereto that are currently in use by the Licensee (the "Escrowed Software Version Source Code") as notified by the Licensee to GS Systems via telephone; provided that if the Maintenance Agreement is terminated; (i) in the case of a termination by Licensee under any of Sections 5.2.2, 5.2.3.1, 5.2.3.2 or 5.2.3.4 of the Maintenance Agreement or termination by GS Systems under Section 5.2.1 of the Maintenance Agreement, or termination by reason of anon-renewal of the Maintenance Agreement, GS Systems' obligation to maintain the Escrowed Software Version Source Code in escrow shall cease on the earlier to occur of 90 days following the date of termination or'the date tl'iat GS Systems delivers, or causes to be delivered, the Escrow Software Version Source Code into a software escrow~established by Licensee for its own account and on terms reasonably acceptable to GS Systems (the "Licensee Escrow"), provided that Licensee is not at any time during such period in breach of its reimbursement obligations under this Section 5; or (ii) in the•case of a termination by Licensee under Sections 5.2.1 or 5.2.3.3 of the Maintenance Agreement, GS Systems' obligation to maintain the Escrowed Software Version Source Code in escrow shall cease upon Licensee's receipt of the Escrowed Software Version Source Code from the escrow Supplemental Amendment to Software License Agreement 8 Iowa Department of Public Health agent in the event Licensee seeks to obtain release of the Escrow Software Version Source Code, provided that Licensee is not at any time during such period in breach of its reimbursement obligations under this Section 5. With respect to (i), Licensee shall have-the right, for a period of 90 days from the date of termination, to establish the Licensee Escrow, and to request that GS Systems deposit the Escrowed Software Version Source Code into such new escrow account, which GS Systems shall do no later than 30 days. from the date of such request. Subject to compliance with the terms of any applicable escrow agreement and provided that the Licensee is not in breach of any payment obligations under the applicable software maintenance agreement, the Licensee shall be entitled to receive the Escrowed Software Version Source Code that is in escrow for the benefit of the Licensee from the escrow agent, after providing five (5) business days written notice to the escrow agent, upon the occurrence of any one or more of the following events: (i) GS Systems violates or commits a breach of any material term or condition of any agreement relating to maintenance and support of the Software, and GS Systems fails to cure such breach within the time period established for curing such breach, if any; (ii) GS Systems assigns, transfers or subcontracts its maintenance or support obligations, or any interest therein, or delegate any duty with respect to such obligations, without the prior written consent of Licensee which consent shall not be unreasonably withheld, delayed or conditioned and Licensee does not retroactively approve such assignment, transfer or subcontxacting; (iii) GS Systems elects to stop providing maintenance and support for the Software; (iv) GS Systems terminates or suspends its business or ceases to do business; (v) GS Systems becomes subject to any bankruptcy or insolvency proceeding under federal or state law that is not dismissed within 60 days of the commencement thereof; (vi) GS Systems has become insolvent oz unable to pay its obligations as they accrue or became due and has not cured such circumstances within 60 days thereof; (vii) GS Systems makes an assignment for the benefit of GS Systems' creditors; (viii) a receiver, trustee, liquidator, custodian or similar official has been appointed to act on behalf of the GS Systems with respect to any of its operations or assets; (ix) GS Systems enters into an agreement to sell all or substantially all of its assets resulting in GS Systems' or its successor's failure to maintain and support the Software; or (x) GS Systems violates or commits a breach of any material term or condition of the source code escrow agreement, which breach has not been cured by GS ,Systems within any applicable time period stated therein for curing such breach. GS Systems shall provide a copy of the applicable escrow agreement to the Licensee within fifteen (15) days after execution of this Amendrnent. GS Systems shall pay alI costs and fees payable to the escrow agent under the escrow agreement and the Licensee shall reimburse GS Systems for the cost to maintain a beneficiary account in the Licensee's favor under the master escrow agreement (which cost is $250 per year as of the date of hereof and may be subject to change by tl'ie escrow agent) according to the invoice payment mechanisrrz provided in.Section 2.1 applied to this reimbursement obligation. For only so long as GS Systems has an obligation to maintain the Escrowed Software Version Source Code in escrow under this Section S, GS Systems shall not change the escrow agent or terminate, amend or modify the escrow agreement, without the Licensee's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Supplemental Amendment to Softwaze License Agreement 9 Iowa Department of Public Health 6. Headings. The paragraph headings or captions are for identification purposes only and do not limit or construe the contents of the paragraphs. 7. Counterparts. This Agreement maybe executed in several counterparts, all of which when taken together shall constitute one contract binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Amendment so executed shall constitute an original. 8. Ratification. Except as modified herein, all other terms and conditions of the Software License Agreement remain in full force and effect. [signatures on following page] Supplemental Amendment to software License Agreement ~ O Iowa Department of Public Health IN WITNESS WHEREOF, the parties have caused this Supplemental Amendment to Software License Agreement to be executed as of the date first above written. State.of Iowa, acting by and through the Department of Public Health By: Name: Title: Global Secure Systems Corp. By: ~ c Gt.< -Ci Nam : Eric Shaer Title: President Date: Date: 4/27/06 SupplementaI Amendment to Software License Ao Bement Iowa Department of Public Health ~lz.~ ® 6 Towa ®epartmant of public Health ®ivi~ion of Acute isease prevention ~rr~ergency Response ~chrnnt Maintenance Agreorrtent The Maintenance Agreement is the Amended and Restated Software Maintenance Agreement effective as of March 1, 2006 (referred to herein as "Maintenance Agreement'. April 12, 2007 Heafth Alert Network (HAN) Page i of 1 Qci ~)I~~( E EI) STATED S®FTW NT~N CE AG EME This Amended and Restated Software Maintenance Agreement (the "Agreement") dated April 27, 2006 and made effective as of March 1, 2006 (the' "Effective Date") by and between Global Secure Systems Corp., a corporation organized under the laws of California and formerly known as Vixtual Alert, Inc. ("GS Systems"), and the State of Iowa ("State"), acting by and through the Department of Public Health ("Department") (the State and the Department shall be referred to individually and collectively as "Licensee"). RECITALS A. Pursuant to a Software Maintenance Agreement, dated May 29, 2003 (the "Original Maintenance Agreement"), the State purchased from GS Systems certain software maintenance services relating to the Bioterrorism Readiness Suite (now known'as Global Secure Response Manager), a proprietary software product owned and licensed by GS Systems to third parties (the "Software"). The term of the Original Maintenance Agreement was initially one year, with automatic one year renewals unless one of the parties thereto terminated the Original Maintenance Agreement. Under the Original Maintenance Agreement, the State agreed to pay far maintenance services on an annual basis in advance. B. Pursuant to Amendment No. 1 to Contxact No. 5884BT17, dated June 18, .2004, the State and GS Systems agreed to extend the term of the Original Maintenance Agreement from May 29, 2004 through August 30, 2004 and thereafter, by its terms the Original Maintenance Agreement extended through August 30, 2005. C. Pursuant to an Extension Agreement dated February 3, 2006, the State and GS Systems agreed to extend the term of the Original Maintenance Agreement from August 31, 2005 through August 30, 2006. D: The State and GS Systems desire to amend and restate the Original Maintenance Agreement puxsuant to the terms of this Agreement, which amended and restated terms and conditions shall xeplace in their entirety the Original Maintenance Agreement. NOW THEREFORE, in consideration of the. mutual covenants contained herein and for other goad and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; the State and GS Systems; intending to be legally bound3 hereby agree as follows: 1. Definitions. In addition to any other terms that may be defined elsewhere in this Agreement, the following terms shall have the following meanings: "Authorized Users" means the following persons for whom the Licensee has purchased or xeceived a license to use the Software (a) any state agency, local public health department, hospital, ar other agency ar entity which has entered into a memorandum of understanding or other written agreement with the Department to use the Software consistent Amended and Restated Software Maintenance Agreement ~ Iowa Depaetment of Public Health with the rights granted under the Software License Agreement (it being acknowledged that there must be a client access license ("user licenses") for each individual who uses the Software), (b) the I~ealth Alert Network coordinator from each of the following seven states for wham GS Systems granted to the Licensee seven royalty free Collaborator user licenses: Minnesota, 'Ul~isconsin, Illinois, Missouri, Nebraska, South Dakota and Kansas, and {c) independent contractors, consultants or other Third Parties who are retained or hired by Licensee (i} to use the Software fox other purposes consistent with the rights granted herein (for each of whom there must have been purchased by the Licensee a-user license} or (ii) to maintain, modify, support or enhance the Software if the Source Code is released from the escrow under Section 5 of the Software License Agreement (for each of whom there is no requirement to purchase a license). "Bypass" means a procedure communicated by GS Systems to Licensee, which permits Licensee to avoid Deficiencies by implementing the same when using the Software. "Confidential Information" means, subject to any applicable state and federal 1a~vs and regulations, including but not limited to Iowa Code Chapter 22, any confidential or proprietary information or trade secrets disclosed by either party (a "disclosing party") to the other party (a "receiving party") that, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information does not include any information that: (i} was rightfully in the possession of the receiving party from a source other than the disclosing party priox to the time of disclosure of the information by the disclosing party to the receiving party; (ii) was known to the receiving party prior to the disclosure of the information by the disclosing party; (iii) was disclosed to the receiving party without restriction by an independent third party having a legal right to disclose the information; (iv) is in the public domain or shall have become publicly available other~than as a result of disclosuxe by the receiving party in violation of this Agreement or in breach of any other agreement with the disclosing party; (v) is independently developed by the _receiving party without any reliance on Confidential Information disclosed by the disclosing party; (vi) is disclosed pursuant to law, rule, regulation,, subpoena, summons, and an unreversed order of a court, lawful custodian, governmental agency or regulatory authority; or (vii) is disclosed by the receiving party with the written consent of the disclosing party. "Deficiency" means a defect, flaw, anomaly, failure, omission, interruption of service, or other problem of any nature whatsoever with respect to the Software, including, Without l~rrl~tatlon, any failure o_f the Software to cor~~orm to or meet an applicable Specification. Deficiency also includes the Lack of something essential or necessary for completeness or proper functioning of the Software. "Deficiency Report" means the document to be created by GS Systems, pursuant to Section 3, each time that Licensee reports a Deficiency. "Documentation" means any and all technical information,. commentary, explanations, design and system architecture documents, database layouts, test materials, training materials, guides, manuals, worksheets, notes, work papers; programmers' notes, and all other Amended and Restated 5offware Maintenance Agreement 2 Iowa Aepartment of Public Health information, that is necessary or useful for purposes of maintaining, repairing or making modifications or enhancements to the Software and the Source Code, in any medium; including hard copy, electronic, digital, and magnetically or optically encoded media that exists, "Enhancements" means all updates, upgrades, patches, error corrections, additions, modifications or other enhancements to the Software provided or made by GS • Systems, any new releases of Software, and all changes to the Source Code as a result of such Enhancements. "Fix" or "Fixes" means the software, patches and documents created by •GS Systems pursuant to this Agreement in order to correct Deficiencies. "License" means the license granted by GS Systems to Licensee to use the Software under the Software License Agreement. "Maintenance Representative" means the person(s) appointed by Licensee, provided such person uses the Software pursuant to the Software License Agreement, to work as a liaison between GS Systems and the Licensee with regard to the Maintenance Sez^vices. "Maintenance Services" means the services to be provided under this Agreement, "Object Code" means the binary machine~readable version of the Software. "Severity Level" means the level of severity assigned to a reported Deficiency with the Software, in accordance with the Severity Level definitions set forth in Exhibit A to this Agreement.. "Site" means any one or more of the Licensee's or any Authorized User's computers, data center locations, networks, rnternet or Intranet "sites, servexs or other systems in any geographic location. "Saftware" means the Global Secure Response Manager software product. "Software License Agreement" means the Software License Agreement by and between GS Systems and the Licensee dated May 29, 2003, as the same has been amended of even date herewith and as it may be amended from time to time in the future, "Source Code" means the human-readable source Cade, source. program, scripts and/or programming language, including HTML, XML, XHTML, Visual Basic, and JAVA, for or related to the Software. Source Code includes all source code listings, instructions (including compile instructions), and Documentation. "Specifications" means all specifications, requirements, technical standards, performance standards, representations and other critexia related to the Software stated or expressed in the Software License Agreement, Documentation, the Request for Proposals issued Amended and Restated Software Maintenance Agreement Iowa Department of Public Health by the Centers for Disease Control and Prevention IoTo. NAS5-01143 (the "RFP"), Licensor's application submitted in~response to the RFP, and the_.Health Alert Network (HA.I~ Procurement Plan dated June 31, 2003. Specifications shall include the Acceptance Criteria and any. specifications, standards or criteria stated or set forth in any applicable state, federal, and local laws, rules and regulations in effect as of May 29, 2003. The Specifications are incorporated into this Agreement by reference as if fully set forth in this Agreement. "Third Party" means a person or. entity (including; but xiot limited to any form of business organization, such as a corporation, partnership, limited liability corporation, association, etc.) that is not a party to this Agreement. "Updates" mean an improvement made by GS Systems to the Software which is beyond an Enhancement, and includes all new versions or releases of the Software. 2. GS Systems' Obligations 2.1 In consideration of the Maintenance Fee to be paid to GS .Systems under Section 4.1, GS Systems will provide to the Licensee the Maintenance Services identified in Section 3.3 and corrections of Deficiencies fox the Software, and in consideration of such other payments as are required to be made hereunder, GS Systems shall provide such additional services hereunder to the Licensee as the parties herein contemplate. 2.2 The. parties acknowledge and agree that, notwithstanding anything to the contrary herein contained, GS Systems shall not maintain the Licensee's hardware or Third-Party software. 3.. Maintenance Services 3.1 Licensee shall appoint a maximum of two (2) Maintenance Representatives. Such Maintenance Representatives shall thereafter xeceive the name(s) and telephone number(s) of GS Systems' consultant(s). Licensee's Maintenance Representatives can reach .GS Systems' consultant(s) between the hours of 8:00 AM and 5:00 PM, Pacific Standard Time; Monday through Friday, excluding holidays observed by GS Systems. GS Systems rmay reasonably choose-to change the time zone while maintaining the same number of available hours, as GS Systems opens new customex support centers. 3.2 The Maintenance Representatives shall be responsible for providing notice to GS Systems' consultant(s) of the desire for Maintenance Services. If GS Systems reasonably detexmines, after receiving such notice, that Deficiencies exist in the Software, or Deficiencies were caused as a result of corrections, Fixes, Bypasses, or Maintenance Services performed by GS Systems, GS Systems shall correct such Deficiencies in accordance with this Agreement, 3.3 Maintenance Services. GS Systems shall correct all Deficiencies in accordance with this Agreement. During the term of this Agreement, GS Systems shall provide the following types of Maintenance Services: Amended and Restated Software Maintenance Agreement Q, Iowa bepartment of Public Health 3.3.1 Consultant Su~ort. GS Systems shall provide consultants who shall serve as the Licensee's interface with GS Systems for a particular Deficiency and shall ensure that the Deficiency is handled in a timely manner as specified in Exhibit A. All Deficiencies shall be investigated and if GS Systems reasonably determines that the Deficiency relates to the Software, or is directly caused by the Software, a Fix or a Bypass, ar any other correction or maintenance service provided by GS Systems, (i) a~Deficiency Report shall be opened, (ii) the Deficiency shall be assigned a Severity Level pursuant to the provisions of Exhibit A attached hereto, and (iii) the Deficiency shall be resolved in accordance with the procedures and processes set forth in~ Exhibit A hereto. If GS Systems determines that Licensee's needs under this Agreement necessitate ini-person consultant suppoxt, GS Systems may, after obtaining the Licensee's prior written consent, dispatch a consultant to the Site. All travel and expenses- arising from such in-person suppoxt shall be billed to Licensee at GS Systems' actual cost, subject to the requirements and limitations specified in Section 4.2. Notwithstanding the prior sentence, if Licensee so requests, and subject to a mutually agreed schedule, one time during each Renewal Term fox a period not to exceed five business days running consecutively from a Monday through a Friday, GS Systems, at its sole expense, shall send one consultant to Iowa to meet with the Licensee in person for a maintenance support session.. 3,3.2 ~ Installation Services. GS Systems shall provide Licensee with assistance for the implementation or installation of Bypasses and Fixes, either by telephone or in person. Licensee's Maintenance Representatives shall be able to reach GS Systems' consultant(s) between the hours of 8:00 AM and 5:00 PM, Pacific Standard Time, Monday through Friday, excluding holidays observed by GS Systems. If GS .Systems determines that Licensee's installation needs under this Agreement necessitate in-person consultant support, GS Systems may, after~obtaining the Licensee's prior written consent, dispatch a consultant to the Site. All travel and expenses arising from such in-person support shall be billed to Licensee at GS Systems' actual cost, subject to. the requirements and limitations of Section 4.2. 3.3.3 Bypasses. GS Systems shall provide. to Licensee such Bypasses as are necessary to ensure the resolution of Deficiencies that can be resolved by a Bypass. 3.3.4 Fixes. GS Systems shall provide to Licensee such Fixes as are necessary to ensure the resolution of such Deficiencies that can be resolved by a Fix. 3.3.5 Enhancements. GS Systems shall provide to Licensee such Enhancements as it provides to the users fox the Software from time to time. While GS Systems encourages Licensee's input for Enhancements, GS Systems retains the sole right to determine which Enhancements will be included. 3.3.6 U dates. GS Systems shall, as soap as .practicable after they are made generally available, provide to Licensee such Updates as it provides to users for the Software from time to time. While GS Systems encourages Licensee's input for Updates, GS Systems retains the sole right to determine which Updates will be included. Amended and Restated Software Maintenance Agreement 5 Iowa Department of Public Heaith 3.3.7 Regular Activity Reports. Upon writteri request by Licensee, GS Systems shall provide: (i) a status report of Deficiency resolution activities; and {ii) a status report of all outstanding Deficiency Reports. Such status reports shall contain GS Systems' tracking number, Deficiency description, Deficiency resolution status and a definitive resolution time frame and release number fox all Deficiencies. 3.4 Limitation on Maintenance Services. Notwithstanding any other provisions in this Agreement, the following shall not be included in the Maintenance Services: 3.4.1 Resolution ofalready-existing problems with Licensee's current operating system or other applications. 3.4.2 Additions to the Specifications of the Software that GS Systems chooses to separately price ox market to its existing licensees. .3.4.3 Repair of the Software if it has been modified, changed or altered by anyone other than GS Systems in a manner not authorized through the use of the GS Systems trouble ticket system. 3.4.4 Repair or resolution of Deficiencies or damages to the Software caused by Licensee's hardware or software system if such hardware or software system does not meet GS Systems' specifications and GS Systems previously notified Licensee of the deficiency. 3.4.5 Repair or resolution of Deficiencies or damages to the Software caused by deficient operational order of Licensee's computer hardware ox an unsuitable operating environment. ~ ~ • 3.4.6 Repair or resolution of Deficiencies or damages to the Software resulting from the Licensee's delay in notifying GS Systems of Deficiencies. 3.4.7 Repair ox resolution of Deficiencies or. damages to the Software resulting from Licensee's failure to provide troubleshooting information and access so that GS Systems can identify and address the problems. 3.4.8 Repair or resolution of Deficiencies or damages to the Software resulting froze failure by I_,icensee's failure to properly install the .Software, includil-zg failu'i e to follow installation procedures provided to the Licensee by GS Systems for Deficiencies and Updates. • 3.4.9 Repair or resolution of Deficiencies or damages to the Software resulting from the Licensee using, or attempting to use, the Software for a purpose other than for that set forth in the Specifications. 3.5 Fee for Professional Services. If Licensee desires any of the excluded services listed in Section 3.4, Licensee shall pay, in addition to the fee identified in Sectian 4.1, a Amended and Restated Software Maintenance Ageeement 6 Iowa Department of Public Health m~ fee in an amount that shall be negotiated between Licensee and GS Systems. if GS Systems incurs time and/ar expense infixing any of the Deficiencies described in Section 3.4, -then Licensee will pay to GS Systems upon receipt of an invoice therefor an amount for such services charged at GS Systems' then prevailing professional services rates, and shall reimburse GS Systems for GS Systems' actual expenses incurred, subject to the requirements and limitations specified in Section 4.2. While GS Systems will take due care in avoiding the incurrence of such time and/or expense without first receiving Licensee's prior approval, it is acknowledged by both parties that there maybe some incidents in which GS Systems, acting in Licensee's best interest or serving an urgent need, must act proactively without first knowing whether the problem or Deficiency falls within the limitation on Maintenance Services set forth in Section 3.4. 3.6 Training_Not Included. Training of users is not part of the Maintenance Services provided herein. Should Licensee desire GS Systems' training services, Licensee shall pay to GS~Systems a fee therefore at.rates and in amounts negotiated by the Licensee and GS Systems. 3.7 All work performed by GS Systems in connection with the Maintenance Services described in this Agreement shall be performed by GS Systems as an independent contractor and not as the agent or employee of Licensee. All persons furnished by GS Systems shall be~for all purposes solely employees or agents of GS Systems and shall not be deemed to be employees of Licensee for any purpose whatsoever. GS Systems shall furnish, employ and have exclusive control of all persons to be engaged in performing. Maintenance Services, under this Agreement and shall prescribe and control the means and methods of performing such . Maintenance Services by providing adequate and proper supervision. GS Systems shall be solely responsible for compliance with all rules, laws and regulations relating to employment of labor, hours of labor, worl~ing condition, payment of wages and payment of taxes, such as employment,. social security and other payroll taxes, including applicable contributions from such persons when required by law. 3.8 Notwithstanding anything herein to the contrary, GS Systems shall not . condition any of the Licensee's rights ox GS.Systems' obligations under this Agreement, or any ether contract related to the Software, on the Licensee accepting, installing or using any Enhancements, Updates or other Software modifications or functionality provided by GS Systems. Licensee is under no obligation to receive or install an Update, Enhancement,. Fix or Bypass or any other Software modification or functionality provided by GS Systems in the event GS Systems charges any additional fee or charge for the foregoing or if the installation of same causes or contributes to~any Deficiencies, problems or failures of any kind with respect to Licensee's or any Authorized User's computers, software, hardware or other computer systems. Notwithstanding anything else in this Section 3.8 to the contrary, if the Licensee elects not to receive or install an Update, Enhancement, Fix or Bypass and there is a Deficiency that has been corrected by any such Update, Enhancement, Fix or Bypass, the Licensee must receive and install such Update, Enhancement, Fix or Bypass in order to correct such Deficiency and GS Systems shall not be required to create a new or alternative Update, Enhancement, Fix or Bypass to correct such Deficiency, and if Licensee does not receive and install such Update, Amended and Restated Software Maintenance Agreement ~ 7 Iowa Department of Public Health . Enhancement, Fix or Bypass, then GS Systems shall be relieved of any and all obligations to correct such Deficiency. 4. Maintenance Fee, Exlierises and Set-off 4.1 Fee. In consideration of the Maintenance Services to be provided by GS Systems under this Agreement, Licensee shall pay to GS Systems on a quarterly basis, in equal trenches,, one quarter of the total fee identified in Exhibit A, which fee may be adjusted from time to time as provided izi Exhibit A (the aggregate annual axnou.nt of the fees shall be known as the "Maintenance Fee"). GS Systems shall submit a quarterly invoice to Licensee on March 1 and June.1 during the Maintenance Term and on August 31, December 1, March 1 and June 1 during any Renewal Term. All invoices submitted by GS Systems shall contain appropriate documentation as necessary to support the fees or charges included on the invoice and shall comply with all applicable rules concerning payment of such fees, charges or other claims and shall contain all information requested by Licensee. Subject to the terms of this Agreement, Licensee shall pay all approved invoices for other services under Section 3 in arrears and in conformance with Iowa Code section 8A.514 and 11 Iowa Admire, Code 41.1(2), and Licensee may pay in less than sixty (60) days, as provided in Iowa Code section SA.514. However, an election to pay in less than sixty (60) days shall not act as an implied waiver of Iowa. Code section 8A.S14. Notwithstanding anything else herein to the contrary, Licensee shall have the right to dispute any invoice submitted for payment, and withhold payment of any disputed amount if Licensee believes the invoice is inaccurate or incorrect in any way, 4.2 Expenses. Onsite Maintenance Services for the Software will be provided as mutually agreed upon. Licensee agrees to reimburse GS Systems for all reasonable, pre® approved (by Licensee) travel-related expenses actually incurred by GS Systems, subject to all applicable laws, rules, requirements and procedures governing or relating to the reimbursement or payment of such expenses far vendors, employees and board and commission members. Licensee shall not, under any circumstances, be obligated to reimburse GS Systems far: (i) any expenses that are not eligible for reimbursement under such laws, rules, requirements and procedures, or (ii) any expenses that exceed the travel-related reimbursement rates and limitations applicable to State board and commission members. GS Systems shall not be obligated to perform and services far which the State does reimburse GS Systems under this Section.4.2. As a condition to reimbursement, GS Systems shall, prior to incurring any travel- related expenses, contact Licensee and request Licensee's advance approval of GS Systems' anticipated travel"related ~.Yap°vnses. MTh°vnever subm2ttirig travel-related expenses, GS Systerxs will submit a detailed invoice along with receipts and such other information as either may be required under applicable laws, rules, requirements and procedures governing or relating to the reimbursement or payment of travel.-related expenses or requested by Licensee. Subject to the foregoing, Licensee shall reimburse GS Systems for such expenses by paying the approved invoice in arrears and in conformance with Iowa Code section 8A.514 and 11 Iowa Admin. Code 41.1(2). Licensee may pay in less than sixty (60) days, as provided in Iowa Code ~sectian 8A.514. However, an election to pay in Less than sixty (60) days shall not act as an implied waiver of Iowa Code section 8A.S 14. Amended and Restated Software Maintenance Agreement g Iowa Department of Public Health 4.3 . .Set-Off. If GS Systems .owes Licensee any sum under the terms of this Agreement, any other agreement, pursuant to a judgment, or pursuant to any law, which amount, is not the subject of a bona fide dispute between GS Systems and Licensee, Licensee may set off such sum against any sum invoiced to Licensee in Licensee's sole discretion unless otherwise required by law, provided that Licensee gives GS Systems notice of such set-off at least fifteen (15) business days prior to making the set-aff. Amounts due to Licensee as liquidated damages or any other damages, to the extent not the subject of a bona fide dispute between GS Systems and the Licensee, may be deducted by Licensee without a judgment or any court action from any money or sum payable by Licensee to GS Systems pursuant to this Agreement or any other agreement between GS Systems and Licensee, provided that Licensee gives GS Systems notice of such set-off at least fifteen (15) business days prior to making the set-off. 5. Term and Termination 5.1 Term. The current term of this Agreement shall run from the Effective Date until August 30, 200b (the "Maintenance Term"). After the expiration of the Maintenance Term, Licensee may elect to renew this Agreement for additional one-year terms each running from August 31 to August 30 of the following calendar year ("Renewal Terms"), during which terms GS Systems shall pravide Maintenance Services pursuant to the renewal of this Agreement and the amount of the Maintenance Fees shall be calculated as stated on Exhibit A. Licensee shall renew this Agreement by delivering to GS Systems a written notice of Licensee's intention to renew the Agreement for each Renewal Term. Licensee may, at its sole discretion, continue to renew this Agreement for so long as Licensee uses the Software, and, if this Agreement is renewed, GS Systems shall provide Maintenance Services during each and every Renewal Term. During a Renewal Term, this Agreement may only be terminated in accordance with Section 5.2. The termination of this Agreement shall not result in the termination of the Software License Agreement or any license rights granted thereunder. All terms and conditions of this Agreement shall apply during any successive terms, 5.2 Termination: 5.2.1 Either party may terminate this Agreement upon thirty (30) days advance written notice if the other party has breached a material term or condition of this Agreement and has not cured such breach within such notice period, or if such cure is not capable of being effected within such notice period, the breaching party is not diligently working to effect a sure in the reasonable opinion of the non=breaching party. if Lrcensee terrniriates tr~is Agreement under this Section 5.2.1, GS Systems shall.refund to Licensee the amount, if any, allocable to the unused portion of any prepaid maintenance fees for the Maintenance fierm or any, Renewal Term measured as of the date of termination. 5.2.2 Fallowing thirty (30). days written notice, LICensee may terminate this Agreement for any reason upon delivery to GS Systems and upon payment of all unpaid amounts in respect of the Maintenance Term and any Renewal Term. Amended and Restated Software Maintenance Agreement 9 Iowa Aepartment of Public Health 5.2.3 Notwithstanding anything in this Agreement to the contrary, and subject to the Limitations set forth below, Licensee shall have the right to terminate this Agreement without penalty and upon delivery to GS Systems of a written notice as a result of any of the following and, subject to the availability of funds, upon payment of all dine and unpaid amounts in respect of the Maintenance Term and any Renewal Term: 5.2.3.1 The legislature or governor fail in the sole opinion of the Licensee to appropriate funds sufficient to allow the Licensee to either meet its obligations under this Agreement or'to operate as required and to fulfill its obligations under this Agreement; ox 5.2.3.2 If funds are deaappropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by the Licensee to make any payment hereunder are insufficient or unavailable for any other reason as determined by the Licensee in its sole discretion; or 5.2.3.3 If the Licensee's authorization to conduct its business or engage in activities ox operations related to the subject matter of this Agreement is withdrawn ar materially altered or modified; or ~. 5.2.3.4 If there is a decision of any court, administrative Iaw~judge or an arbitration panel or any law, rule, regulation or order is enacted, promulgated or issued that rliaterially and adversely affects the Licensee's ability to fulfill any of its obligations under this Agreement. If Licensee terminates this Agreement under this Section 5.2.3, GS Systems shall refund to Licensee the amount, if any, allocable to the unused portion of any prepaid Maintenance Fees for the Maintenance Term or any Renewal Term measured as of the date of termination. - 6. Warranties and Covenants 6.1 Warranties. GS Systems represents and warrants that the Software and any Bypasses, Fixes, Enhancements and Updates thereto do not infringe upon any third party intellectual property rights. EXCEPT FOR~THE EXPRESS WARRAN"I'lES SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, AND THE SERVICES TO BE PROVIDED BY GS SYSTEMS UNDER IT Ib7CLIJDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PI7RPOSE. 6.2 Covenants. GS Systems covenants that all services to be performed under this Agreement shall, to the best of its ability, be performed in a professional, competent and workmanlike manner by knowledgeable, trained and qualified personnel, alI in accordance with the terms and conditions of ,this Agreement and the standards of performance considered generally acceptable in the industry for similar tasks and pxojects. In the absence of a Amended and 12estated Software Maintenance Agreement 10 Iowa bepartment of Public Health specification or standard for the performance of any portion of this Agreement, the parties agree that~the applicable specification shall be the generally accepted industry standard. 7. Indemnification 7.1. GS Systems agrees to defend, indemnify and hold the Licensee and Authorized Users and their employees, officers, directors, agents, and officials (individually and collectively "Indemnitees") hamnless from and against any and all claims, actions, suits, liabilities, damages, losses; settlements, demands, deficiencies, judgments, costs and expenses (including, without limitation, the reasonable value of time of the Attorney General's Office and the costs, expenses and attorney fees of other counsel retained by any Tndemnitee) directly related to, resulting from or arising out of this Agreement ("Losses") where such Losses arise out of the performance by GS Systems under this Agreement and result from (i) any violation or breach of any material term or condition of this Agreement by GS Systems; (ii)' any .failure by GS Systems or its employees, agents, officers, or directors to comply with any applicable local, state, federal. laws, rules, ordinances or regulations; or (111) any claim brought by any third party of misappropriation of a trade secretor infringement or violation of any intellectual property rights, proprietary rights or personal rights of any third party, including any claim that the Software or any use thereof (or the exercise of any rights with respect thereto) infringes, violates or misappropriates any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party. 7.2 GS Systems' duties as set forth in this Section 7 shall survive the termination of this Agreement and shall apply to all acts taken in the performance of.this Agreement regardless of the date any potential claim is made or discovered by Licensee or any other Indemnitee. 7.3 Licensee shall reasonably cooperate with GS Systems to facilitate the defense of any action defended by GS Systems. Licensee reserves the right to participate in the defense of any action or claim for which indemnification is provided hereunder. 8. Licensee Support. The level of support that GS Systems can provide is dependent upon the cooperation of Licensee and the quantity of information that Licensee provides. If GS Systems cannot reproduce a problem or if Licensee cannot successfully gather adequate troubleshooting information, GS Systems may need temporary login access to Licensee's computer system to identify and address the problem. 9. Licensee Responsibility. Licensee shall not make any modifications to the Software. GS Systems shall not be responsible for maintaining Licensee modified portions of the Software or for maintaining portions of the Software affected by Licensee modified portions of the Software. 10. Intellectual Property Rights. Ail corrections, Bypasses, Enhancements, Fixes, , Updates and any other work product created by GS Systems in connection with the Maintenance Services provided under this Agreement ("Work Product") are and shall remain the exclusive property of GS Systems, regardless of whether Licensee, its employees or agents may have Amended and Restated Software Maintenance Agreement ~ ~ Iowa Aepartment of Public Health contributed to the conception, joined in its development, or paid GS Systems for the development or use of the Work Product. Such Work Product shall be considered Software, and subject~to the terms and conditions contained herein and in the Software License Agreement. 11, Insurance Policies. 11.1 GS Systems shall maintain in full force and effect, with insurance companies of recognized responsibility, at its expense, insurance covering its work of the type and in amounts required by this Agreement. GS Systems' insurance shall, among other things, insure against lass or damage resulting from GS Systems' performance of this Agreement and shall be subject to the approval of the Department. All such insurance policies shall remain in full. force and effect for the entire term of this Agreement and shall not be canceled or changed without the Department's prior written consent. Unless otherwise reasonably requested by the, Department, GS Systems shall, at its sole cost, cause to be issued and maintained in effect during the entire term of this Agreement not less than the insurance~coverages set forth below each naming the Department and the State of Iowa as an additional insured or loss payee, as applicable: . Type Of Insurance ~ LIMIT AMOUNT General Liability (including contractual liability) General Aggregate $ 2 million written on an occurrence basis Prod./Comp. Aggregate $1 million Personal injury ,$1 million Each Occurrence $1 million Excess Liability, umbrella form Each Occurrence $1 million Aggregate $2 million Errors and Omissions Insurance Each Occurrence $1 million Aggregate $3 million Property Damage r Umbrella ~ • Each Occurrence $1 million . Aggregate $2 million Workers Compensation and Employer Liability As Required by Iowa • ~ law 11.2 Claims Provision. All insurance policies required by this Agreement must provide coverage on an "occurrence basis" for all claims arising frorri activities occurring daring the term of the policy regardless of the date the claim is filed or expiration of the policy, 11.3 Certificates of Coverasre. Certificates. of the insurance described above shall be submitted to the Department within thirty (30) days after the effective date of this Agreement and shall be subject to approval by the Department. GS Systems shall provide certificates for the coverage required. The insurer shall state in the certificate that no cancellation of the insurance will be made without at least thirty (30) days prior written notice to the Department. Amended and Restated 5oftwara Maintenance Agreemenf 12 Iowa Department of Public Haalth 11.4 No L,imitstion of Liability. Acceptance of the insurance certificates by the Department shall not act~to relieve GS Systems of any obligation under this Agreement. AlI insurance policies and certificates shall be issued only by companies authorized to transact business in the State of Iowa. It shall be the responsibility of GS Systems to keep the respective insurance policies and coverages current and iri force during the life of this Agreement. 11.5 Warranty. GS Systems warrants that it has examined its insurance coverage to determine whether the Department and the State.can be named as additional insureds without creating an adverse effect on GS Systems' coverage. ~ ' 11.6 Waiver of Subrouation Ri ts. GS Systems shall obtain a waiver of any subrogation rights that any of its insurance carxiers might have against the.Department or the State, The waiver of subrogation rights shall be indicated on the certificates of insurance coverage supplied to the Department. ' . 12. General 12.1 Gender; Numbex. The use herein of (i) the neuter gender includes the masculine and the feminine and (ii) the singular number includes the plural, whenever the context so requires. 12.2 Captions. Captions in this Agreement are inserted fox convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of the terms hexeof. . 12.3 Entire Agreement -~ Prior Agreements Superseded. This Agreement, contains the entire agreement between the parties relating to the goods and services provided in connection with this Agreement and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, including the Original Maintenance Agreement dated I~ay 29, 2003, and all amendments thereto, and all portions of Contract No. 5884B ~ 17 to the extent such contract relates to the Original Maintenance Agreement, are superseded and are no longer in effect. _ 12.4 Modification. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is ox may be sought. 12.5 Choice of Law and Forum. This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the state of Iowa, without giving ' effect to the choice of law principles thereof. Any and all litigation or actions commenced in connection with this Agreement, including after expiration or termination of this Agreement, shall be brought in Des Moines, Iowa, in Polk County District Couxt fox the State of Iowa, if jurisdiction is proper. However, if jurisdiction is not proper in the Iowa District Court far Polk County, but is proper only in a United States District Court, the matter shall be commenced in Amended and Restated Software Maintenance Agreement 13 Iowa Aepartment of Public health the United States District Court for the Southern District of Iowa, Central Division. GS Systems hereby irrevocably; (i) consents and agrees that any Iegal or erluitable action or proceeding arising under, in connection with or arising out of this Agreement shall be brought and maintained exclusively in the aforesaid courts; and (ii) submits to and accepts, with respect to any such action or proceeding, for it and in respect of its properties and assets regardless of the physical or Iegal sites thereof, generally and unconditionally, the jurisdiction of the aforesaid courts. This provision shall, not be construed as waiving any immunity to suit or liability, in state or federal court, which maybe available to the Licensee. GS Systems irrevocably consents to service of process by certified or registered mail addressed to GS Systems' designated agent. GS Systems appoints Corporation Service Company, Des Moines, Iowa, as its agent to receive service of process. If for any reason GS Systems' agent for service is unable to act as such or the address of the agent changes, GS Systems shall immediately appoint a new agent and provide the Department with written notice of the change iri agent or address. Any change in the appointment of the agent or address will be effective only upon actual receipt by the Licensee. Nothing in this provision will alter the right of the Licensee to serve process in any other manner permitted by Iaw. This Section 12.5 shall survive termination of this Agreement. - 12.6 Time of Essence. TIME IS OF THE ESSENCE as to .each and every provision of this Agreement. 12,7 Assi ent. Neither party may not subcontract, assign, or transfer its rights, duties ox obligations under this Agreement to any person or entity, in whole or inpart, without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed ox conditioned, except that Licensee may assign or transfer its rights; duties ox obligations under this Agreement to any State of Iowa governmental entity that succeeds Licensee's duties with respect to operation or use of the Software. 12.8 'Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any farther right hereunder. - 12.9 Seve. rability. In the event any term, covenant, condition, provision or agreement herein contained is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the fact that such term, covenant, condition, provision or agreement is invalid, void or otherwise unenforceable shall in no way affect the validity or enforceability of any other term, covenant, condition, provision or agreement herein contained. 12.10 Force Majeure. Neither GS Systems nor the Licensee shall be liable to the other for any delay ar failure of performance of this Agreement, and no delay or failure of performance shall constitute a default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by a "force majeure" and not as a result of the fault or .negligence of a party. As used in this Agreement, "force majeure" includes acts of God, war, civil disturbance and any other similar catastrophic, events which are beyond the control and anticipation of the party effected and which, by the exercise of reasonable diligence, the party was unable to anticipate or prevent. Failure to perform by a subcontractor or an agent of GS Systems shall not be considered a "force majeure" unless the subcontractor or supplier is Amended and Restated Software Maintenance Agreement 24, Iowa Department of Public health e. prevented from timely performance by a "force majeure" as defined in this Agreement. "Force Majeure" does not include financial difficulties of GS Systems or any parent, subsidiary, affiliated or associated company of GS Systems or claims ox court orders that restrict GS Systems' ability to deliver the goods or services contemplated by this Agreement. If a "force majeure" delays or prevents GS Systems' performance, GS Systems shall immediately commence to use its best efforts to directly provide alternate, and to the extent possible, comparable performance. Comparability of performance and the possibility of comparable performance shall be reasonably determined solely by the Licensee. 12.11 Notice. All notices, demands or other communications herein provided ~to be given or that may be given by any party to the other shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, if (a) deposited in the United States mail, postage prepaid, certified mail, return receipt requested, or (b) sent by reputable overnight courier addressed as follows; To GS Systems: Global Secure Systems Corp. 8601 Ranch Road 2222 . _ Suite 290 ~ . Austin, TX 78730 Attention: Iowa Contract Administrator Fax: (512) 495-9486 To: Licensee: Iowa Department of Public Health 321E 12th Street Des Moines, Iowa 50319 . Attention: Mary Jones Fax: (515) 281-0488 12.12 .Survival of Clauses. Sections 1, 4, 5, 6, 7, 9, 10, 11, and 12 shall survive termination of this Agreement. 12.13 Export Re lations. Licensee and GS Systems acknowledge that the Software and all related technical information, documents and materials maybe subject to export controls under the U.S. Export Administration Regulations, and to the extent applicable, Licensee and GS Systems shall (a) comply with all applicable requirements set forth in such regulations, and' (b) reasonably cooperate with each other in any official or unofficial audit or inspection that relates to such export requirements. 12.14 Counterparts. This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. 12.15 Compliance with Laws. GS Systems and its employees, agents, officers, directors, approved contractors and subcontractors shall comply with all applicable federal, state, international, and local laws, rules, ordinances, codes, regulations and orders when performing Amended and Restated Software Maintenance Agreement 15 Iowa Department of Public Health within the scope of this Agreement, including without limitation, all laws applicable to the prevention of discrimination in employment, the administrative rules of the Iowa Department of Management and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative action, laws relating to prevailing wages, occupational safety and . health standards, prevention Qf discrimination in employment, payment of taxes; gift Laws, lobbying laws, and laws relating to the use of targeted small businesses as subcontractors ar suppliers. GS Systems shall comply with any applicable reporting and compliance standards of the Department of Management regarding equal employment. G.S Systems maybe required to submit its affirmative action plan to the Department of Management to comply with the requirements of 541 Iowa Administra_ five Code Chapter 4. GS Systems shall make the provisions of this section a part of its contracts with any approved subcontractors providing goods or services related to GS Systems' performance of this Agreement. 12.16 Cumulative Rights: The various rights, powers, options, elections and remedies of.the parties provided in this Agreement shall be construed as cumulative and no one of them is exclusive of the. others or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue. any other contractual, equitable or legal. remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. The election by either party of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 12.17 Successors in Interest. All the terms, provisions, and conditions of the Agreement shall be binding upon and inure to the benefit of the parties' hereto and their respective successors, permitted assigns, and legal representatives. 12.18 Records Retention and Access. GS Systems shall maintain books, documents and records that sufficiently and properly document GS Systems' performance under this Agreement, including records that document all fees and other amounts charged during the term of this Agreement, for a period of at least five (5) years following the later of the date of final payment, termination or expiration of this Agreement, or the completion of any required audit. GS Systems shall permit the Auditor of the State of Iowa or any authorized representative of the State, and where federal funds are involved, the Comptroller General of the United States or any other authorized representative of the United States government, at no charge, to access and examine, audit, excerpt and transcribe any pertinent books, documents, electronic or optically stored and created records or other records of.CTS Systems relating directly or indirectly to GS Systems' performance under this Agreement. GS Systems shall not impose a charge or seek payment fot any fee, charge, or expense associated with any audit or examination of such boobs, documents and records. GS Systems shall require its subcontractors to agree to the same provisions of this section. 12.19 Subcontractors. None of the services to be provided by GS Systems pursuant to this Agreement shall be subcontracted or delegated to any third party without Licensee's prior written consent. Licensee's consent shall not be deerried iri any way to provide. for the incurrence of any additional obligation of Licensee, whether financial or otherwise. Any Amended and Restated Software Maintenance Agreement 1~ Iowa Department of Public Health subcontract to which Licensee may consent shall be in writing and shall in no way alter the terms and conditions of this Agreement. All subcontracts shall be subject to the terms and conditions of this Agreement and to any conditions of approval that Licensee may deem necessary. GS Systems is solely liable for any and all payments that maybe due to a subcontractor pursuant to any subcontract. No subcontract or delegation of work shall relieve or discharge GS Systems from any obligation, provision, or liability under this Agreement. GS Systems shall remain responsible for such performance and shall be fully responsible and liable for all acts or omissions of any such contractor or subcontractor. Any action of a subcontractor, which, if done by GS Systems, would constitute a breach of this Agreement, shall be deemed a breach by GS Systems and have the same legal effect. 12.20 Exclusivity. This Agreement is not exclusive. 12.21 Sovereign ImmunitX. Licensee does nat. waive sovereign immunity, by entering into this Agreement and specifically retains and reserves the defense of sovereign irr~munity and all defenses available to Licensee under State and federal laws, rules and • regulations for any claim arising out of or related to this Agreement. • • 12.2.2 Multiple Counterparts. This Agreement maybe executed in two or more counterparts, each of which taken together shall constitute one and the same agreement. 1.2.23 Confidentiality. ~ GS Systems and its employees, agents, approved contractors and subcontractors may have access to Confidential Information, data, software, hardware, programs or other information or property possessed, owned or maintained by the Licensee ("Licensee Property") to the extent necessary to carry out its responsibilities under the Agreement. Such Licensee Property shall at all times remain the property of the Licensee. GS Systems shall preserve the confidentiality of Licensee Property disclosed ox furnished to GS Systems and shall maintain procedures for safeguarding such property. GS Systems must designate one individual who shall remain the responsible authority in charge of all Licensee Property collected, used, or disseminated by GS Systems in connection with the performance of this Agreement. GS Systems shall accept responsibility for providing adequate supervision and training to its agents, employees and any approved contractors and subcontractors to ensure compliance with the terms of this Agreement. GS Systems and its employees, agents, and any approved contractors or subcontractors maybe required by the Licensee to •execute confidentiality ornon-disclosure agreements to obtain access to certain Licensee Property. GS. Systems and its employees, agents, approved contractors and srabcontraetors shall not disclose, publish, reproduce, disseminate or otherwise use any licensee Property received, collected, maintained, or used in the course of performance of the Agreement except as permitted by the Licensee to enable GS Systems to perform its obligations under this Agreement and except as required by applicable laws, rules or regulations, either during the term of this Agreement ox thereafter. GS Systems agrees to return any and alI Licensee Property received, collected, accessed, maintained, created, or used in the course of the performance of the Agreement in whatever form it is maintained promptly at the request of the Licensee. In the event that GS Systems receives a request for access to any Licensee Property, GS Systems shall immediately communicate such request to the Licensee for consideration and handling. GS Systems shall Amended and Restated Software Maintenance Agreement Z~ Iowa Department of Public Health indemnify the Department, the State and all other Indemniteea in the manner provided for - indemnification elsewhere in this Agreement for a violation of this section. In the event of a breach of this section, the Licensee may terminate this Agreement immediately without notice of default and opportunity to cure. GS Systems acknowledges that the disclosure of any Licensee Property will immediately give rise to continuing irreparable injury to the Licensee and others that is inadequately compensable in damages at law. Accordingly, and without~prejudice to any other remedy available to the Licensee, the Licensee will be entitled to injunctive relief. GS Systems' obligations under this section shall survive expiration or termination of this Agreement. 12.24 Title to Property. Title to all property (including Licensee Property) furnished by the Licensee to GS Systems to facilitate the performance of this Agreement shall -remain the sole property of the Licensee, All such property shall only be used by GS Systems for purposes of fulfilling its obligations under this Agreement and shall be returned to the Licensee upon the earliest of completion, termination, or cancellation of this Agreement or_at the Licensee's request. GS Systems acknowledges that it shall acquire no interest or rights in and to such property. Except as expressly provided in this Agreement, GS Systems shall not disclose or use such property for any purpose, including pledging or encumbering it, selling or using it for. monetary gain, using it to compile mailing lists, solicit business or pursue other business - activities, or otherwise. Title to all property purchased by GS Systems, for which GS Systems has been reimbursed or paid by the Licensee under this Agreement, shall pass to and vest in the Licensee, e~tcept-as otherwise provided in this Agreement. 12,25 Care of Property. GS Systems .shall be responsible for the proper custody and care of any property, data, databases, software, interfaces, hardware, telecommunications lines and equipment, intellectual property and Licensee Property furnished by the Licensee for GS Systems' use in connection with the performance of the Agreement. GS Systems shall exercise its best efforts to prevent damage to alI such property and shall, at the Licensee request, restore damaged property to the extent possible to its condition prior to the damage at the sole expense of . GS Systems: Such restoration shall be complete when judged satisfactory by the Licensee, In addition, at the Licensee's request, GS Systems will reimburse the Licensee for any loss or damage to such.property caused by GS Systems, or any agent, contractor or subcontractox employed or utilized by GS Systems. GS Systems shall not take any action that would impair the value of, or goodwill associated with, the name, property and intellectual property rights of the Licensee. GS Systems shall.obtain the prior advance written approval from the Licensee prior to GS Systems' use (in advertising, publicity, public contract bidding, or otherwise} of the name, marks or intellectual property rights of the. Licensee. 12.26 Exhibits. The exhibits to this Agreement form an integral part of this Agreement. [Signatures on following page] Amended and Restated Software Maintenance Agreement 1g Iowa Department of Pnblie Health IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the day and year first above written. . ACCEPTED AND AGREED TO; GLOBAL SECURE SYSTEMS CORP. B ~ , ~- ACCEPTED AND AGREED TO; LICENSEE By: Titlf Signature Page Amended and Restated Software Maintenance Agreement Iowa Department of PIealth EXhIIBIT A I. Maintenance Response Schedule 1:. GS Systems' consultant(s) shall return calls within the time specified in the Response Schedule set out below. Such response times shall be measured from the time a Licensee Contact requests support by one of the means set forth below. 2. Licensee's Maintenance Representatives shall report Deficiencies to GS Systems to one of,the consultants designated by GS Systems. For Severity 1 Deficiencies, Licensee's Maintenance Representatives shall in addition to any notification by any other means, notify GS Systems by telephoning a consultant. In the event Licensee cannot make contact with a GS Systems consultant, Licensee shall continue its efforts to personally notify GS Systems by calling the following GS Systems representatives in the order listed until a GS Systems representative is contacted in person. i Licensee Service Manager ii Chief Operating Officer iii ~ Chief Technology Officer iv Chief Executive Officer 3. Licensee will make an initial classification of each Deficiency with the Software or Documentation and will report such Deficiency to GS Systems based on the criteria set forth below. In the event there is a dispute between the Licensee and GS. Systems regarding the classification of such Deficiency that is not resolved within 24 hours after the report from Licensee, such dispute shall be escalated to GS Systems' Director-level management for resolution. GS Systems retains the sole right to make the final determination in its reasonable opinion as to the classification of such problem. Deficiency Classification Criteria Severity Level 1 Critical Business Impact Severity Level 2 Significant Business Impact Severity Level 3 ImTon-Critical Severity Level 4 Minimal Impact 4. In the event Licensee reports a problem to GS Systems during GS Systems' normal business hours, GS Systems shall respond to such reports in accordance with the following Software Maintenance Response Schedule. Bxhibit A ~ ~ Amended and Restated Software Maintenance Agreement Iowa Department of Public Health Software Maintenance Response Schedule Deficiency Classification 15t Level 2n Level 3r Level , Severity 1 1 business hour ~ 4 business hours ~ _ 8 business hours or next business da Severit 2 2 business hours 1 business day Next Release Severit. 3 2 business da s To be scheduled as a ro riate ' Severit . 4 Z business da s To be scheduled as a ro riate Level ldentification Level 1: Acknowledgement of receipt and Deficiency xeport Level2: Commencement of patch, work around, temporary fix, Bypass and other .temporary resolution of the Deficiency and documentation of corrections. Leve13: Official Object Code fix incorporated in a Fix, Enhancement or Update to the Software. "To be scheduled" means that the parties shall address the Deficiency at the next scheduled project review meeting and in good faith agree on suitable Leve12 and Level 3 responses. "Next Release" means the release of a Fix, Enhancement or Update to the Software that corrects Deficiencies or makes improvements in the functionality of the Software. 5. Fox GS Systems to have any obligation to provide Maintenance Services in~ response to a Deficiency, Licensee must be able to present to GS Systems a reproducible Deficiency in order to assist GS Systems with its efforts to correct a Deficiency. The manner in which Licensee presents to GS Systems the method or means to reproduce such a reported Deficiency must be in a form usable by GS Systems. Should the parties later discover that the Maintenance Services provided to address the non_reproducible Deficiency was not~within the scope of the Maintenance Services in the Agreement, Licensee shall pay GS Systems for all professional time (at GS Systerr~s' than-current rates reasonably expended by GS Systems and travel-related expenses reasonably incurred by GS Systems in response to such Deficiency, subj ecf to all terms, conditions and limitations of this Agreement. ' TI. Maintenance Fees. A. The partial amount of the Maintenance Fee for the period March 1, 2006 through August 30, 2006 shall be $71,669.67, and thereafter for ,any Renewal Term of August 31 through August 30 the Maintenance Fee shall be identified in this exhibit, which may be adjusted upward Exhibit A 2 Amended and Restated Software Maintenance Agreement Iowa Department of Public health ' from time to time if the Licensee purchases additional licenses to use the Software under the Software License Agreement or adjusted downward from time to time if the Licensee relinquishes user licenses to the Software under the Software License Agreement (pit being understood that if,.after a reduction in the number of user licenses, the Licensee subsequently wants to add additional licenses it must purchase those user licenses at the rates for the .applicable level of user license identified in the Supplenental Amendment to Software License Agreement). In addition, the amount payable as Maintenance Fee shall be adjusted upward or downward, as applicable, to reflect any changes in user license levels resulting from a conversion of user license levels pursuant to Section 2.2 of the Supplemental Amendment to Software License Agreement, dated of even date herewith.. The Maintenance Fee will be adjusted to reflect the converted user license levels using the maintenance fees stated below. The State acknowledges that typically GS Systems collects maintenance fees in respect of the Software on an annual basis in advance. However, the State has elected to pay the Maintenance Fee quarterly in advance, and that accordingly, the amount of the Maintenance Fee includes an agree upon seven percent (7%) charge of the subtotal as the price for the Quarterly Payment Plan Fee. The amount of the Maintenance Fee for a one year period that would run from August 31 to August 30 of the following calendar year has been calculated as follows; Cate or ~'ee ~ uantit sets Total Administrator users $75 30 $2,250 Collaborator users $3b 1767 $63,612 Alert users $6 ~ 509 $3,054 Primar Server ~ . $43,500 ~ 1 $43,500 Primary ~ Communications ~ $0 ~ 1 $0 Secondar Server $21,000 1 $21,000 Secondary Communications $1,500 1 ~ $1,500 ~ . Quarterly Payment Plan Fee 7% of subtotal of $133,962* 1 ' $9,3'77.34 T®TAL Fee for Maintenance Term $143,339.34 Quarterly Payment Amount: June 1, 2006 $35,$34.83 The parties acknowledge. that the Licensee has pxe paid for maintenance on 159 Alert users for the three-year period March 1, 2006 through August 30, 200$. If this Agreement is terminated prior to August 30, 2005 or if the Licensee does not renew this Agreement at the end of any year term hereof, GS Systeins° sole obligation to the Licensee in respect of such pre-paid amounts shall be to refund to the Licensee the allocable portion thereof attributable to the period of time between the termination date or non-renewal date and August 30, 2008. Exhibit A 3 Amended and Restated software Maintenance Agreement Iowa Department of Public Health * Because the Licensee has pre-paid the maintenance for 159 Alert users for the three-year period March 1, 2006 through August 30; 2008, the amount of $954 (representing the maintenance fee for 159 Alert users for the six-month period March 1, 2006 through August 30, 2006) has been deducted from the amount used to calculate the Quarterly Payment Plan Fee and from the amount listed as the TOTAL Fee for Maintenance Term. B. If the Maintenance Fee in (A) is adjusted upward or downward, the amount of the increase or decrease iri the Maintenance Fee in (A) shall be calculated as follows (such amount being adjusted pro rata for the allocable portion of such maintenance period from the date of the adjustment in user licenses until the next following August 30): i. $75.00 per Administrator license per year; PLUS ii. $36.00 per Collaborator license per year; PLUS iii. $6.00 per Alert license per year; PLUS iv. 7% of the subtotal i + ii + iii above for the Quarterly Payment Plan Fee, Exhibit A ~ 4 Amended and Restated Software Maintenance Agreement Iowa Department of Public Health Iowa ®epartment of Pubi9c Health ®ivision of &cute pisease Prevention & I~rnergei Bch ent HAN Resource Manua! Iowa ®epartment of Public Health Division of Acute Disease Prevention and Emergency Response Centel- for Disaster Operations and Response Lucas State office Building 321E 12t" Street Des Moines, IA 50319 www.idph.state.ia. us Tom Boeckmann HAN Chief (319) 472-5340 . tom.boeckmann@idph.state.ia.us ~~~~¢ Io~ra Health Atert Network . 1 ~+ `, ~ htt~s://w~vw.Iort?~c~ealthAleNt.org ~ ~s . N®~'~cer r~,IowaHealthAlert.org {515) 2$1-0914 April 12, 2007 Health Alert Network (HAN) Page 1 of 35 Iowa epartrrtent of Pulslic Heaith ®ivision of Acute ®isea~e Prevention ~c Efrnergency Response ~.. ~ .y etOpetaUu ~ ~~'IIII~®~-r ~~ ~~ ~ h _,: . ., ..-... _. 1 ~~ ,Fy d Acknowledgements ................................................... .......................................................3 General. Purpose .......................................:.........................................................................4 Technical Purpose ...............................................................................................................4 Background j ®verview .........................:...............~.............,.,.,,...................,..........,..........4 HAN Help ®esk ......................................................................................................... .,. ,...5 Policy and Procedure Violations ................:...................................................................:.......5 IDPH Responsibility .............................................................................................................5 Authorized User. Responsibility ..... .............................................................,........................6 Confidentiality .................................................................................................................... 6 Definitions and Acronyms ......:.....................................................................,,,,.......,...,...,....:7 System Components - Users ........................................................................... Internet Portal ..............................................................................:............................. I,3 System Tests and Exercises .........................................................................................16 HAN Procedure Appendix ...................................................®................,............,.........,....., I7 Appendix A -Adding or Removing Users on the MAN .....................................................18 Appendix B -First-time HAN Internet Portal Users ......................................................... i9 ... Appendix C -User Directory .... .................................................................................. 22 Appendix D -Document Library ................................................................................... 23 Appendix E -Alerting and .Notification Procedures .......................................................a. 25 Appendix F ®HAN Maintenance and Inoperability Procedures ......................................... 27 Appendix G ° Hospital Emergency Rodm Stafi Role Procedures ..................:.................... 28 Appendix H -HAN Internet Portal and Use During Exercises ........................................:..29 Appendix I -HAN Troubleshooting ............................................................................... 30 HAN Attachment Appendix .........................................................................:...................... 33 Attachment 1 ~ Memorandums of Understanding on File ................................................ 34 Attachment 2 ®Core User Listing . ................................................................................35 P~ ti' April 12, 2007 Health Alert Network (HAN) Page 2 of 35 Iowa Department ®f Public Health ivisi®n ~f Acute ®isease Preventi®n mergeney Response _:.. ,- : -. . ~, ~~_ ..: ~ ::: ::..-: .. , ~- .: The .Iowa Department of Public Health has contracted with Global. Secure Systems Corp. {formerly known as Virtual Alert, Inc.) to obtain certain rights to use the Global Secure Response Manager (formerly known as Bio-Terrorism Readiness Suite), a proprietary software product owned and 'licensed by Global. Secure Systems Corp., far the purpose of establishing and maintaining the Health Alert Network. Funding for this project came from the Centers for Disease Contro) and Prevention (CDC) Public Health Emergency Preparedness Grant and the Health Resources Services Administration (HRSA) National Bioterrorism Hospital Preparedness Program Grant. N N N The Iowa Department of Public Health thanks the members of the HAN Subcommittee who have given of their time and talents to ensure that the needs of users are met and making the HAN system "user friendly": We look forward to working with this group in the future to make the Iowa HAN System even better. April 12, 2007 Health Alert Network (HAN) ~ Page 3 of 35 . Iowa ~eparttnent ®f Public Health ivision of Acute isease Prevention & Emergency Response .., . :::.. ,:....~. .., :. .. kr.i •. ~. Throughout history, many lessons have been. learned about the public health response to an emergency. Time and best practices have shown that communication is key to the success of any response. The Iowa Department 'of Public Health (IDPH) recognizes the need for a redundant and robust communications system, The Health Alert Network (HAN) is a system managed by the IDPH through the Center for Disaster Operations and Response (COOK). The purpose of this Resource Manual. is to describe the HAN and provide procedures for the use of the many system components of the HAN. . ...:...... _. ._ ...:: ..... .: .: ~'. .. .... .:>._:~:.A. :.: ,' ~gB~~ryy [y~ ...;. ~~ ..: .. .. .... : i .. .... ..... .. ..~:--.:F_. .....:.:. .y.~::i~ ' .: : ~:-: ..-.... ~. ... ...c_. ... ..I. .. ..r. :. e. t..:.1 _ .: i::r':~i..: •f .. .... .. ... . a.. .. ... .... ....~ . ir: .. .. .. ...... :r_.~..5......~,_ ~..~. .. ~:' The HAN links Iowa's emergency response community and state government ofFicials through a centralized information sharing and emergency notibcation system. The HAN system includes an Tnternet .portal (Response Manager -- commonly called the HAN), a radio system and a number of redundant communications modes. This document outlines how the IDPH manages the system and provides procedures and operating instructions for use of the system. :.~t:i. .. -r .rte.:. ~. . __~ 1 t. ~.r+~.. .....1:~ ... ~a w. •.:.:..w. ~~ .f ::. . _ .- ~,~+. - - ~ii'S The HAN is a total communications package managed by the TDPH. It includes an Tnternet portal, radio communications, and redundant communication systems. The Internet portal is a secure, web-based communication system allowing users to issue alerts, share documents, post announcements and news items, and collaborate. Iowa's HAN was roiled out to users the summer of 2004. Today, there are over 1700 users on the system. die HAIV is a secure information system which is password protected. The issuing authority is controlled by role-based security That prevents "anyone" from posting alerts or documents to the HAN. ' The ~/AN system is not a public warning system, The .HA"~ can be accessed through the Internet f ro~ii~ any computer. Gniy authorized users of the system with valid license rights from IDPH will be issued secure usernames and passwords to access the HAN. The system serves as a directory, providing a registry of users and contact information. The system provides users the ability to_send and receive alerts; enabling users fio choose how they.wish to be notified of an emergency (i.e. email, cell phone, traditions( phone, pager, Blackberries, and/or fax). Additionally, the system provides document management capabilities, allowing users to post documents, subscribe to receive notifications when specified ..documents are modified and collaborate with other users on the system. Four Ti lines allow for 96 telephone lines to provide the backbone of the primary and secondary system. The IDPH administers the system with IT specialists and duty ofr~icers available 24/7, April 12, 2007 Health Alert Network (BAN) Page 4 of 3S I®wa Department of Public Health • Division ®f ,Acute Disease Prevention ~c emergency Response Other HAN and communication activities: ® Upgrading computer infrastructure sa all Iowa all local public health agencies and hospitals have high-speed Internet connectivity, ® Alpha-numeric pagers for all hospitals and local public health agencies for emergency notii=lcation, ® State-wide 800 MHz radios for all Iowa hospitals and Ioca1 public health agencies, the state public health laboratory, poison center, and EMS helicopters, ® High. Frequency radio system for communications with our federal partners and . other states, ' ® Communications support for Public Health Response Team Support Trailer (800_ MHz and VHF radio in the trailer),. and ® Maintaining a cache of radios, IDPH facilitates aCommunications/IT Sub-committee as part of the state Preparedness Advisory Committee (PAC). Members of the sub-committee represent local public health agencies, hospitals, laboratories, emergency medical services, and state agencies to offer recommendations and support as Iowa's HAN evolves. This sub-committee continues to meet as vde plan, the future of this critical resource for emergency response. ~'c ~: _ ,.~~., r ,s ' _._ ^•"i• ` ~` ` .1_ __ The HAN is-managed by stafF at IDPH. A Help Desk is available to assist users and answer questions about the system. A staff consisting of the HAN Chief and HAN Officers are on call 24/7. To contact the Help Desk, call (515) 281-0914 or send an email to HANOfficer IawaHealthAlert.orc~. ., >: _ .. _ ...,,:.:. _ ..,..:. ~ r ...,. .:..:, r:. ;r .. .... .. :..... :~. 1.:-.. :..~._: :..,. ..__.:.., ..:., ._.. -., .. .~ ' ~}.... :tip..... -r `..-.c.. _ ... The IDPH may terminate use of the HAN immediately and without penalty if it determines that an individual • or agency has violated any of. the terms or conditions of the HAN MOU, the License Agreement, the Maintenance Agreement or this Resource Manual, IDPH assumes no responsibility for documents or alerts posted by non-IDPH users and no responsibility for the activities, omissions, or other conduct of non-IDPH authorized users. If notified by an authorized user of a document which allegedly does not conform to the terms and conditions of the HAN MOU or this Resource Manual, IDPH shall investigate the allegation and determine in its sole discretion whether to remove the document or alert. IDPH. may also monitor documents and alerts at random and shall investigate inappropriate posting, usage, or conduct and determine in its sole discretion whether to remove the document or alert. TDPH may also terminate the HAN MOU if an authorized user violates any of the terms or conditions of the HAN MOU, the License Agreement, the Maintenance. Agreement, or this Resource Manual. Apri) 12, 2007 Health Alert Network (HAN) Page 5 of 35 T®wa elaartmenfi of Public Health ivision of Acute ®isease Prevention ~~~tnergency Reslaonse ,. ,. ....... _ ... ...:. ... .:... ..: :. .... .. :~ :. ..:.:: ,. ,: .'~ ~ ze= Authorized users shall not post documents or alerts which contain any of the €ollowing; ® Copyrighted material (unless the authorized user owns the copyright or has the - owner's permission to post the copyrighted material) ® Material that infringes on or misappropriates any persons intellecfiual property or other~proprietary rights ® Material that is unrelated to the purposes for which the HAN is to be utilized ® Material which is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or otherwise Inappropriate or unprofessional ® Advertising Material which is used for the purpose of pursuing or obtaining employment Authorized users should be aware that confidential information may be posted or.transmitted via the HAN if authorized by federal or state statute or administrative rule. Authorized users shall maintain the confidentiality of all confidentia{ information posted or transmitted via the HAN in accordance with federal and State laws. If an authorized user posts a document or alert to . a folder which is accessible only to others users within the agency, that authorized user remains the lawful custodian of that record for.purposes of Iawa Code chapter 22. April 12, 2007 ~ Health Alert Network (HAN) Page 6 of 35 Iowa department of Public Health ®iyision oi•' Acute f)isease Prevention Emergency Response .. v... . . .. __ _ .... ~... . ..;; :. . ... . •I ~ - .~ v~ ..,,..., ...:.:. ,,.... ;~.:. 1 -:. _.t ~ Itltl~ ~ ~:~# - 11 _ ....'. - ~~'~ - _ - Active Alerts Alerts that have been sent and have not yet expired from their duration setting. Additional Users Additional users are those users who hold a license for the HAN which were purchased through IDPH by an AUTHORIZED AGENCY. These licenses are to be maintained by the purchasing AUTHORIZED AGENCY. A®PER Acute Disease Prevention and Emergency Response.. A division within IDPH. Alert A notification sent to inform or warn user (identified by a role) within the Directory, Alert ®etaits . All details of an alert that has been sent, including: who sent the alert, the subject ofi the alert, the message of the alert, the priority of the alert, the time the alert was sent, when the alert expires and'the Roles that the alert notified. Alertable Roles ' An Alen`able Role is a Role that has been configured to receive alerts. Users can be members of an Alertable Role, which means they would be a member of a Role that can receive an alert, Roles can also be assigned Alertable Roles, which will be the Roles that they are able to send alerts to. Author A user who has permission to add, edit, deiefe, or read all documents in a folder. Authors can also create, rename, and dolete folders, but cannot set the security policy on a folder. In an enhanced folder, authors can also submit any document for publishing. i3i'R (~iom`i°errorisn~ Readiness suite) Admin A user who has the broader permissions to manage portal content,.portal settings, groups and users. Additionally, the BTRS Admin has the ability to generate & view various administrative reports and lags. i3'TR (~io~Terrorism Readiness suite) system Administrator A user who has permission to set up, configure, and maintain servers, manage server resources, create and update indexes, and control security at the top level of the workspace. CA® Center for Acute. Disease Epidemiology. A center within the ADPER Division of IDPH. Categories ~ . Groups of related content, organized hierarchically by subject matter. April T2, 2007 Health Alert Network (HAN) . Page 7 of 35 Iowa ®epartment of Pubtic Heatth - , Division of Acute [)lessee Prevention Emergency Response l V~ ~t~~ Centers for Disease Control and Prevention C®R Center for Disaster Operations and Response. A center within the ADPER Division of IDPH. Check-Tn ~ . Add or return a document to an enhanced folder. Releases the editing reservation on a document, al{owing others to open and edit it. Check®®ut Create a writable version of a document while, preventing other users from editing the same document. Cornmunicat'sons~ A means of. sending or transmitting messages by electronic devices. C®re Users Core users are those users who hold a license for the HAN which was purchased by.the IDPH using the CDC Public Health Emergency Preparedness Grant or HRSA National Eioterrorism Hospital Preparedness Program Grant. These licenses will be maintained as part of the core licenses as long as sufficient federal funding is available, Discussions A feature for adding threaded remarks about a document. irectory - A collection of organizational units and roles within those units. ocument ~ - Adiscrete unit of content and its associated information. ocument Library The storage location for documents in the workspace on the system. Docunnent Profile A set of properties applied to similar` docurnerits. ®ocuments Folder A folder that is used to store documents in the workspace. Folder . A means of organizing and storing programs, fles, and documents on a disk or server. Folder Free . A hierarchical display of folder organization. Heatth Alert Netuuork Ntemorandum of Understanding (SAN tai®lt) . The agreement executed by and between IDPH and an AUTHORIZED AGENCY. April 12, 2007 Health Alert Network (HAN) Page 8 of 35 Iowa ®epartment of Public Health ®ivision of Acute ®isease Prevention ~ emergency Response HtZ~A Health Resources Services Administration - I®PH Iowa Department of Public Health Keywords A list that represents terms a user might enter in a search form. These terms-can be organized into optional hierarchies to help organize them more effectively. Organizational Unit (OU) - A container that holds objects. Typically, an organization will create organizational units that resemble their organizational structure, having an OU for each department. Permission(s) . Authorizations within; the portal, which determine access to documents/sections in the workspace. The three standard permissions are: Reader, Author and BTRS Administrator.' Policy,. Folder Policy Restrictions placed on a folder or other object that limit access to it, or that limit operations that cari be performed on the object. Profile (Portal) . Information about individual documents that are uploaded into BTRS. The profile information is attached.to the corresponding documents and aids in searches. Ely-Profile (Alerting) Information about individual users that can be updated by themselves, This information populates the Directory, - - Property An element of metadata for a document profile. Each document profile has multiple properties. Properties can be system-defined, such as file size or creation date, or can be user-defined, such as title or keywords. ~ - Publish Ta make a document available to readers on the system. Reader A user who can search for and read documents but cannot add them to the workspace. By default, all folder users have reader permissions. In an enhanced folder, readers can only view folders and published versions of documents. A reader cannot checkout, edit, or delete inrorkspace documents and cannot view draft document versions. Redundant Serving as a duplicate for preventing failure of an entire system upon failure ~ of a single component. Apri{ I2, 2007 - Health Alert Network (HAN) Page 9 of 35 I®uVa ®epartrnent of Pubtic Health ®ivision of Acute ®isease Prevention ~ emergency t2esponse Roles (Alerting) A position within an organizational unit that is able td be notified. A role can have more than one .person assigned to it. Search The functionality of finding information in documents based on keywords found in the text of those documents or related to the properties of the documents. This is commonly referred to as full-text search. You must create full-text indexes to use full-text search, Subscription A request for notification when changes are made to a document, the contents of a folder, a category, or a search results list. Undo check-®ut Cancel the deck-out of a document. Undoing acheck-out returns the document to the state it was before the check-out. ~llpdate The process through which search, crawls content and compiles an index of the content. Full updates include all content, incremental updates include only content that has changed. Adaptive updates include only content that is likely to have .changed based on an analysis of historical information.- Version History ' The (reverse) chronological listing of revisions that have been made to an item, and any associated comments attached to the version by the user performing the check-in or check-out, R April 12, 2007 Health Alert Network (HAN) Page 10 of 35 I®tn-a ®epartment of Public Health ®ivision of Acute ®isease Prevention ~ Emergency Response ..... :... , Only users to whom IDPH has granted license rights may access. The user is responsible for establishing their personal and alerting prol=lle on the system. Users are expected to log in at least monthly to confirm the information in their profile, and make changes as necessary to ensure timely, efficient, and effective notification during an emergency. Users must establish a secure system password. Sharing this password with anyone is prohibited. See Attachment 2 for a listing of Care Users. There are three (3) levels of licenses available for users of the system. ® Alert Level: Users have access to some of the functionality provided an the HAN portal. o Able to maintain individual proi:ile and alerting profile through the portal, and o View the directory, news and announcements; Collaborator Level: Users have access to most of the functionality provided on the HAN portal. o Same functions as listed in Alert Level, plus a Ability to access information, o Publish -arid edit documents, o Subscribe to content, . o Fax distribute documents, o' Look up other users in the directory, o Participate in discussions based upon permissions that have been assigned to that user's roles, and a Ability to initiate alerts, if granted administrator permissions. ® Administrator Le•,~el: Users have full access to the functionality provided on the HAN portal o Same functions as listed in Collaborator Level, and . o Maintain roles and permissions through the porky{. IDPH, through the HAN MOU, has granted five collaborator licenses (administration, nursing, epidemic%gy and environmental health) to each local public health agency. These licenses were purchased and are maintained through fhe CDC Public Health Emergency Preparedness Grant. IDPH, through the HAN MDU, has granted five collaborator licenses (administration, emergency department, infection control and laboratory) and one alert license (emergency department) to each hospital. These licenses were purchased and are maintained through fhe HRSA National Bioterrorism Hospital Preparedness Program Granf. IDPH intends to maintain These licenses as part of the Core User licenses provided sufficient federal funding is available. Apri{ Z2, 2007 Health Alert Network (HAN) Page 11 of 35 Iowa Department of public Healtf~ . Di~isi®n ®f Acute Disease Arevention ~ Emergency Resp®nse riding Users An agency must execute a HAN MOU with IDPH to add users. l°hese users will be added to the system at the expense of the agency requesting the addition. >=xpenses consist of the license cost, other software agreement expenses and annual license and maintenance fees. Users may be added to the system on a quarterly basis (the frrst working day of March, June, September, and December). More information about. adding users can be found under "Announcements" on the . HAN or you may contact the HAN OfFcer at (515) 281-8914 or email HANOfhcer IawaHealthAiert ora. See Appendix A for additional information regarding the addition of users. eactiva~in Users All user deactivations are performed by the HAN Chief only, See Appendix A fior additional information regarding the removal of users.. April 12, 2007 Health Alert Network {HAN) Page ].2 of 35 Iowa Department of public Health ®ivision of Acute Disease Preaention >3c Emergency Response . . ~_... :. . :3:: ... .,. r..1. .: .,. t,....:....lp~.. The Internet portal is a redundant, robust computer system based on Microsoft® technology. As such, it works best with Internet Explorer. The portal is available to authorized users approved by the IDPH and is used for notifications and/ar alerting, sharing information and documents, and serves as a directory of users. The portal includes the following services: ocuent Library The portal contains a document library for storing and sharing of health and other related information. The document library is available to any user with a Collaborator or Administrator license. Some documents in the document library may have restricted access, Access is controlled by HAN administrators: Administrators of the HAN have the right to delete aray document deemed outdated and/or inappropriate. HAN administrators periodically view the document library to maintain its integrity, structure and organization. All documents posted in the document library should be relevant to public health or emergency preparedness and response. A detailed guide for the use of the HAN is available in the document library section of the HAN portal titled "Bioterrorism Readiness Suite User Guide" or you may request an electronic copy at HANOfficer IowaHealthAlert.arq. Posfing a document or alert on the MAN does not satisfy a provider or laboratory's disease reporting requirements under Iowa Code chapter 139A and 641 Iowa Administrative Code chapter 1. ® lerting and Notifi Lion ~ External Non-IH users Alerts may be sent by users of the HAN. The roles which may be alerted by a user must be mutually agreed upon by the user and HAN administrator. The sender is responsible . for all costs associated with sending an alert including long-distance phone charges. There are four (4) "levels" of alerts far External Non-IDPH users: 1. Email Only. Information that is routine in nature and is for informational purposes only. Emai! only alerts shall not be time-sensitive and should not require recipient action or response. Confirmation of the email alert by the user is logged on the HAN. Examples of email only alerts are meeting announcements and grant-related information. 2. Low level. Low level alerts should not require immediate action by the recipient. Low level alerts are to be used for routine communications and updates to information previously sent. Confirmation. of the alert by the user is logged on the HAN. Users are alerted by the methods they define in their alerting profile. All updates received from CDC are sent Low level, 3. Medium level. Medium level alerts are used for non-emergent information and notifications. Medium level alerts are appropriate fora topic receiving wide-spread attention from the media and/or' general public such as an outbreak April 12, 2007 Health Alert Network (HAN) Page ].3 of 35 Yowa ®epartrnent of Public Health ®ivision of Acute ®isease Prevention & Emergency Re§porise or other illness. The medium level alert may also be used to notify partners for the first time of an incident except those that require a High level alert. Confirmation of the alert by the user is logged on the HAN. Users are alerted by the methods they define in their alerting profile. 4. Hi h level High level alerts are used for emergencies and time-sensitive notifications that .require, an immediate response from the recipient. Examples include those situations when there is an immediate and/or severe threat to the lives or health of people Iowa, especially if the day-to-day operations of public health authorities are insufficient to address the threat.' Confirmation of the alert by the user is logged on the HAN. Users are alerted by the methods they define in their alerting profile. Tt is recommended that users list all available devices (their pagers, cell phones, home phone, etc.) for receiving alerts at this level. Alerting and Notification ®TPH users . An internal approval process has been established to ensure appropriate use of the HAN for routine and emergency communications purposes from IDPH, A key component of this process is priority-based review and approval. Health alerts are categorized as 'post-only', `email-only; `low priority', `medium priority' or `high priority', and each level has specific review and approval requirements. . There are five (5) "levels" of alerts for IDPH users: 1. Post Only. Information that is routine in nature and is for informational purposes only may be posted on the portal under `News'. The information is posted only and users are notified only if they subscribe to `News'. Pasted information shall not be time-sensitive and shall not require recipient action or response. 2. Email Only. Tnforination that is routine in nature and is for informationa! purposes only. Email only alerts shall not be time-sensitive and should not require recipient action or response. Confirmation of the email alert by the user is logged on the HAN. Examples of email only alerts are meeting announcements and grant-related information. 3. Low level. Low level alerts should not require immediate action by the recipient. Low level alerts are to be used for routine communications and updates to information previously sent. Confirmation of the alert by the user is logged on the HAPd. Users are aler"red by the methods they define in their alerting profile. All updates received from CDC are sent Low level. 4. Medium level. Medium level alerts are used for non-emergent information and notifications. Medium level alerts are appropriate for a topic receiving wide-spread attention from the media and/or general public such as an outbreak or other illness. The medium level alert may a{so be used to notify partners for the first time of an incident except those that require a High level alert. Confirmation of the alert by the user is -ogged on the HAN. Users are alerted by the methods they define in their alerting profile. April 12, 2007 Health Alert Network (HAN) Page 14 of 35 Iowa Department of Public Health Division of Acute Disease Prevention Emergency Response Medium level alerts must a approved first by the u Officer then by one of the following; Department Director, or State or Deputy Mate Epidemiologist. 5. High level. High level alerts are used for emergencies and time-sensitive notifications that require an immediate response from the recipient. Examples include those situations when there is an immediate and/or severe threat to the lives or health of people Towa, especially if the day-to-day operations of public health authorities.are insufficient to address the threat, Confirmation of the alert by the user is logged on the HAN. Users are alerted by the methods they define in their alerting profile. Tt is recommended that users list all available devices (their pagers, veil phones, home phone, etc.) for receiving a{erts at this level. High level alerts must be approved epartrnent Director or a~ Duty Officer in the absence of the Department Director. Ail ale sent toy. I®PH HAM Staff require a completed HAN Approval Form. 'A copy of the Approval Form is located under "Announcements'° on the HAM portal. User Directory This is a directory of all users on the system and includes key information for'contacting the user during an emergency. Information contained in the user directory is based on information populated by users of :the HAN. The user directory on the HAN is for official use only. Use of the information contained in the directory for any purpose outside of the intended scope is prohibited.. portal Secornes Inoperable Any time that the HAN. is inoperable for a period of thirty (30) minutes or it appears that the HAN will be down for that amount of. time or longer the HAN Officer shall consult . with the ADDER Division Director and IDPH Duty Officer and then n®tify the Iowa Department of Agriculture and Land Stewardship (IDALS) Duty Officer, HSEMD Duty Officer, and the Governor's Office. See Appendix F for additional information regarding these notification procedures, In addition, the IDPH Bureau of Information Management shall be notified if the inoperable status is not the result of regular maintenance. The notifrcation shall include: ® Brief description of the problem encountered, ® Estimated time the system maybe down, Other communicafiions strategies to be deployed if necessary while the HAN is down, . Other users that shall be notified of the situation, and ® Other special notes and/or considerations. AU persons previously notified shalt be notified a second time by the on-call HAN Officer when the system is operational. April 12, 2007 ~ Health Alert Network (HAN) Page 15 of 35 Iovua ®eparttnent of Public Wealth ®ivision of Acute ®isease Prevention Emergency Response . . ~ y~~e ~ . ; ponent~. - ~~t T.sts and xrc~e~ -. - Formal tests of the HAN portal are conducted twice per year by IDPH. Other tests are done as requested and when maintenance is done on the system to ensure proper operations. All alerts sent over the system are tracked, monitored, and recorded to.evaluate the operations of the system.Local entities are encouraged to use the HAN portal for local exercises and for testing purposes. Contact the HAN officer at (51S) 281-Q914 or email HAt~OfficerCu~IowaHealthA(ert.orq for more information. See Appendix H for additional information tagarding these tests. April 12, 2007 Health Alert Network (HAN) Page 16 of 35 . Iowa ®epartment ®f Public Health ®ivision of Acute Disease Prevention 8~ Emergency Response ` 1 dJ 5~ lowa§~H~~~He~ ~ a ~¢OA~ . HAN User and License Procedures Adding or Removing Users on the HAN ......................................~..........:.......................,..A HAN Internet Portal Procedures First-time HAN Internet Porta( Users ..........................:...............................:.................... B Logging onto the. HAN My Profile Information ~ ~ , Alerting Security Code and Alerting Profiles Changing-Your Password Receiving and Confirming Alerts User Directory ............................................................................................:...........:......C Document Library ..................................:.....................................................:................ D Posting Documents in the Document Library Checking Documents "In"and `Out" of the Document Library Alerting and Notification Procedures .............. .........,....,........,.,...,.....................,,.......... E Levels of Alerts and Approval . Posting Alert Information Alert Uniformity Externs( Users -Alerting CDC Updates, Advisories, and Alerts HAN Maintenance and Inoperability Procedures ............................................................... F Hospital Emergency Room Staff Role Procedures .........................................:.................. G HAN and Radio Systern Tests and xercise Procedures HAN Internet Porkal and Use During Exercises ................................................................ H AN Help Destc Procedures HAN Troubleshooting ........................................................... ......,....................,...... I HAN Upgrade --April 2005 ~ . Phone problems with HAN Internet Portal Document Library -Checked out items not showing up on Home page April 12, 2007 ~ ,Health Alert Network (HAN) Rage 17 of 35 Iowa ®apartment ®f t~rablic Health ®ivision of Acute ®isease prevention Emergency Response ,. ~: <'x ~; ; .. ,~; or ; ovin .: ears n :the ~ . .:... ~ . Adding users An agency must execute a HAN MOU with IDPH to add users, These users will be added to the system at the expense of the agency requesting the addition. Expenses consist of the license cost, other software agreement expenses and annual license and maintenance fees. Users may be added to the system on a quarterly basis (the first working day of March, June, September, and December). More information about adding users can be found under "Announcements" on the HAN. To add a new user to the HAN, please follow these steps: 1. .Contact the HAN Officer at HANOfFcerCa~IowaHealthAlert.a~ or via phone at (515) 281- 0914 to request a HAN MOU and current price list for licensing and maintenance. 2. Complete and submit the "Licensing Users Request Form" to the HAN. Officer.. Submit to: Iowa Department of Public Health Lucas State Office Building 321 East 12t" Street Des Moines,.IA 50319 Attention: Center far .Disaster Operations and Response-- HAN Licensing 3. If a HAN MOU has not been executed with IDPH, one will be executed. 4..The HAN Officer will notify you by email that your request has been received and is being processed. As needed, the MOU will be.updated to reflect the requested changes. 5. Billing for use of the HAN will be done in accordance with the HAN MOU. en'®vin ears To remove a user:from the HAN, follow these steps: 1. Remove all roles assigned to the user. 2. Change the work email of the user to `changemeQa iowahealthalert.org'. 3. Change the user's .password. 4. Move the user to the TRASH OU. If an agency wishes to sun render Additions! User Licenses purchased, tl-iey need to contac'c the HAN Officer at HANOfficerC~IowaHealthAlert org or via phone at (515) 281-0914. If the agency wishes to add Additional User Licenses at a later date, the agency shall repay all costs associated with adding Additional User Licenses. April 12, 2007 Health Alert Network (HAN) Page 18 of 35 Iowa ®epartment of Pudic Health division of Acute ®isease Prevention & Emergency Response ..~ pp~ndix a . ~~s~®t6rn - : :xntrnet rtai flse~s. :. . . The first time a~~ user logs onto the HAN, they are taken to the "My Prafile" page in order to change their password, review their profile information for accuracy, set their alerting security code and complete necessary alerting profiles.. These steps will guide you through the process of editing and configuring profile and alerting components for use of the HAN. to ~. -Log onto the WAN Open your browser and go . to https://www,iowahealthalert,orq. You must type the `https'. A login prompt box will appear on your screen. Enter your. username and password into the corresponding fields and click .the OK button. NOTE.' Usernames and passwords are CASE SENSITII/E. Please use care when entering this information. You will immediately' be taken to the "My Profile' page of the HAN and will be led through three main areas to configure. See Step 2 through 4 below. Step ~ ~ Revieuv and Edit Your Profile Tnforn~ation In the Information section, review the current User Profile information for accuracy and completeness, Edit or add information in the appropriate~fields as necessary and click the~Save button. n A Profile Change Confirmation screen will appear indicating that the profile information was successfully updated. Click the OK button to return to the "My Profile" page e An email will be sent ~to'your work email address listing the changes made to your User Profile information. NOTE: You will be prompted to review and update your profile every 30 days.thereafter if you have not made any edits or additions within that time. tep 3 -Set your Alerting Security Code ® Enter an Alerting Security Code-you would like to~use for phone alerts and verify it in the corresponding fields. Your code must consist of four single digit numbers. Click the Save button. You will :receive a~ confirmation that your Alerting Security Code was created. Click the OK button. to 4 -Create your Alerting Profiles ® Click the New button. ^ Type a name for the Alerting Profile you are creating in the Profile Name field. ® If this will be the profile that you want to be currently active, check the Activate box. For each priority of alert, select the locations where you. would like your alerts to be sent from the drop-down lists. Alerts will go to all locations selected simultaneously. ® When you. have set your locations for all priorities of alerts, click the Save button. April 12, 2007 Health Alert Network (HAN) ~ Page 19 of 35 1®wa Department of Public Health Division of Acute Disease Prevention ~ emergency Response Step ~ Change Y®ur Passw®rd • To make changes to your password, click on Change My. Password in the Actions section. • zn the appropriate fields, enter your current password, your new password, confirm. your new password and click the Save button. . • A Password Change Confirmation screen will appear indicating that the password was successfully changed. Click the OK button to return to the "My Profile" page. • You will be prompted to close all browser windows and log back. into the HAN using your new password. ® An email will be sent to your work email address confirming that your password has been changed. . NOTE: Users may change their own passwords for security reasons, from an assigned password to one of their own choosing. Please note that if you forget your password, a HAN Officer must arrange to reset it for you so that you may login again and customize it. Passwords are not~stored in the HAN. pti®r~ 1 ~ T® eceive and Corti~rrvt an Alert via Entail • When you receive an alert via.emai[, open and read it. • Click the link that reads "Click to confirm receipt of this message." • You will be prompted for your usernarne and password. Enter it. • You will be taken to an alert receipt confirmation page notifying you that the alert was confirmed as received. NOTE: This function will NOT work for users with Novell GroupWise. ption m 7°® Receive an C®nfirrrt an A9ert via `Teleph®ne When you answer the telephone call, .you will be notified that you have an important message and will be asked to press any key to continue. ® You will then be prompted to enter your Alerting Security Code. - • When the alert has been .read over the phone, enter `1' to confirm receipt of the alert or '2' to replay the alert, • Hang up when the call is complete. April 12, 2007 Health Alert Network (RAIN) Page 20 of 35 - Iowa Department of public Health . ®ivision of Acute Disease prevention ~c Emergency Response ption 3 - To eceive an Alert viia aew • .When you receive an alert via text pager, open and read it. •. Text Pager alerts may only be confirmed using the HAN portal: See Option 5 below for instructions on confirming an alert via the HAN portal. ®ption ~ - To Receive a Faxed Alert • When you receive an alert via fax, read it. • Fax alerts may- only be confirmed using the HAN .portal. See Option 5 below for instructions on confirming an alert via the HAN portal. ption 5 - To Confirm Receipt of an Alert via the HART portal • Open .your browser and go to hops://www.iowahealthalert.ora. You must type the 'https'. A login prompt box will appear on your screen. • Enter your username and password into the corresponding fields and click the OK button. . NOTE,• Usernames and passwords are CA5E SENS.ITIIIE. P/ease use care when entering this information. • On the Nome and Alerts pages, in the Active Alerts section, you will see a Fisting of all active alerts. To view the details of a specific alert, click on the Alert Time far that particular alert. • You will be taken to a new page with the details of the alert you selected. Review the details. •. If you have not yet confirmed the alert, you will see a link to click that reads "Confirm Receipt of Alert". • Click the Confirm Receipt of Alert link. The link wilt then disappear and your confirmation wi11 be complete. NOTE:. Users can confirm receipt of all alert types via the HAN portal. April 12, 2007 Health Alert Network (HAN) Page 21 of 35 I®wa ®epartment ®f Public Health . ®ivision ®f Acute ®isease Preventi®n Emergency Resp®nse The User Directory provides contact information for all users of the HAN portal. This feature is for official use only. Use of the information contained in the directory for .any purpose outside of the intended scope may result in deactivation of the user from the HAN. To view the User Directory, select Directory from the task bar on the HAN portal. Then select the role you wish to view by clicking through the navigation tree located on the left side of the page. The information can very easily be copied into a Microsoft Excel worksheet where the data can be managed or stored. April 22, 2007 Health Alert Network (HAN) Page 22 of 35 Iowa ®epartment ®f Public Health ®ivisi®n of Acute ®isease Prevention >;~ Emergency Resp®nse . ~.ente ~ oi~ument ~Lilbra ...:. .:. . _ ~ . Posting Documents Posting documents on the HAN is very similar to saving documents on your own computer. Any file type can be placed on the HAN (i.e.' :doc, .pdf, .jpg, .xls). To past a new document on the HAN,~follow these steps: 1. Login to the HAN. 2. Select the Document Library link in the task bar located at the top of the page. 3. Select Documents. 4. Select fihe folder where you wish to place your document. Select sub-folders as needed. Tf the appropriate folder is not listed, select Add Folder. NOTE:.P{ease remember that over 1700 people have access to these fifes. Use good judgment in where you post documents so it is easy to find and it fits into the scheme already established. 5. Click on Add Document. 6. Click on Browse to locate the document on your computer, 7. Select Publish or Check=in. Descriptions are listed for both. We recommend that you select Publish. 8. Name the document under the Title field and add the author's name under Author. 9. Add a brief description, if needed. 10. Select Categories if appropriate to help others find the document. 11. Add key words if needed. I<ey words are used only for documents that do not have text or if you wish to add words to the search that are not listed in the document. For example, if you post a photo, you may add key words to help those searching for the photo since there is no searchable text within the photo. iZ. Select Save. Chectcin ocuments "In"and "Out'° of the Document Library Example:...to find fiscal documents on the HAN... 1. Login to the HAN. 2. Select the Document Library link in the task bar located at the top of the page. 3. Select Documents. 4. Scroll down and click on the folder titled Fiscal. 5. Choose the folder titled CDC for local public health ar HRSA for hospitals. 6. Click on the folder which identifies your region. 7. Click on the folder which identifies your county or hospital. 7'o check out documents, follow these steps: ® Under the name of the document, click on "Show Actions". ® Click on "Check Out" which is located on the left side of the screen, ® Follow the instructions listed and click ok. ® The document is now on your computer and can be seen but not edited on the HAN. April 12, 2007 Health Alert Network (HAN} Page 23 of 35 rows epartrnent of public Heatth . Division of Acute ®isease Prevention t:mergency Response ake any ehnes to the ®cutnent and ve the changes as if it were n y®ur c®rnutra . °T® check rn the revised d®curnent, f~11ow these steps: 1. Login to. the HAN. Z, In the lower left corner of the home page, you wil( see a list of documents checked out to you.. 3. Click on "Check In" which is located under the name of the document. 4. Make sure there is a check mark in the box which states "Copy the document from . my computer to the workspace". 5. Click on browse to find the document on your computer. 6. Click on the document name. 7. Click an "Open". 8. Click on "Continue". ~~ 9. If necessary, type in the title of the document and name of the author. I0, Click on "Save". April 12, 2007 Health Alerti Network (HAN) Page 24 of 35 Towa Department of Public Health Division of Acute Disease Prevention & emergency Response . .~ n _ ~ ~ ~ ~ i ~n~. N~t~fica~ti®n : roceir~~~ .::. IDPH !leers m Levels ®f Alerts and Appr®val All alerts sent by IDPH HAN Staff require a completed HAN Approval Form. This form can be located under "Announcements" on the HAN portal. The form also includes a required routing slip. There are five levels of alerts. teach alert level requires a different level of administrative approval and each I'evel is designed for different.types of alerts, Post Only: No approval is needed for posting information, Email Only: No approval is needed for an email only alert. HAN Officer. will notify Duty Officer when an email alert has been sent. Low Level: No approval is needed for a low level alert. HAN Officer will notify Duty Officer when a low level aleck has been sent. Medium Level: Review and approval first by IDPH Duty Officer then by IDPH Director or State or Deputy State Epidemiologist is required. Hiah Level: Review and approval by the IDPH Director or a Duty Officer In the absence of the Director. ~ . NOTE: Users of the HAN are urged to select all communication devices for receipt of high level alerts. If appropriate, the information will be broadcast to hospitals and local public health agencies .over the 800 MHz radio system. All high level alerts sent to the Hospital Emergency Department Role tivill also be sent to Emergency Departments via fax. ®sting Alert Inf®rr~nati®n Prior to sending the alert, the reference materials related to the alert wilt be posted under "News" on the HAN portal. ® Only the HAN Officer can post information under "News". ~ The appropriate template sha11 be used by the HAN Officer to post the information. The subject line shall include the date (mm/dd/;~yyy format) and the title of the News item. If additional descriptors are needed, they may be entered in the description field. April 12, 2007 Health Alert Network (HAN) Page 25 of 35 Iovda ®epartment of public Health ®ivision of Acute ®isease prevention emergency Response Alert nif®ri All alerts shall have a subject field describing the level of the alert and a brief description (i.e. HIGH LEVEL HAN ALERT -Measles Outbreak iri Eastern Iowa), ® The text of the alert shall contain the alert level, a brief description, and where the recipient can Fnd additional information. ® The alert must not exceed 2000 characters. . ® The text of the message should contain no punctuation marks except for hyphens, periods and commas. ® The sender of the alert should check the "Enable Signature" box so recipients are advised of who they can contact with questions or technical difficulties. . ® The sender of the alert defines the duration that the alert remains on the portal, With :Few exceptions, .the duration should be one full working day. ® All alerts should be sent to the "ALL HAN ALERTS" role which ~ includes the IDPH Director, IDPH Duty Officers, HSEMD Duty Officers, and the Governor's Office unless directed otherwise by the IDPH Duty Officer or IDPH Director. eternal Users Alerting . External users may send alerts if a MOU is on file with IDPH (see Attachment i for list of MOUs on file with IDPH). Users with an MOU may alert those persons within their own agency. Upon showing good cause and with the written permission of recipients' agency,-alerting capabilities may be~granted to alert outside the agency. updates / Advis®ries /Alerts The HAN Officer sha{I notify the IDPH Duty Officer of all CDC Updates, Advisories, and Alerts to determine the appropriateness of dissemination. All information posted on the HAN system shall be posted on the form for that purpose which states "The Iowa Department of Public Health has received the follovring information from the CDC. The department is reviewing the advisory/alert. If appropriate, a release of Iowa. specific information, instructions, or action recommendations will be released as soon as possible," April 12, 2007 Health Alert Network (HAN) Page 26 of 35 Iowa Department of Public FOealth Division of Acute Disease Prevention ~ Emergency Response . ertix W .;I~aint~a~.ce .fld ~Znperabf[ii roceurs ~ ~ . In the event that the HAN is inoperable for a period of thirty (30) minutes or longer, on-call NAN Officer shall notify the following: 1. IDPH Information Management 2. IDPH ADPER Division Director ® HAN Officer will consult.with ADPER Division following should be notified: 1. IDPH Duty Officer 2. IDPH Directory 3. IDALS Duty Officer 4. HSEMD Duty Officer .5. Governor's Office Director to determine which of the The HAN Helpdesk is available Z4/7 for assistance. The phone number is (515) 281-0914 or emails can be sent to HANOfficer@IowaHealthAlert.org. The phone number is far routine assistance during normal working hours and should be used for emergencies only after hours. April 12, 2007 Health Alert Network (HAN) Page 27 of 35 I®wa epartenerrt of ublio fiealtil ®ivision of Acute ®isease Prevention Emergency Response ~ :.~ ~ ~ ~ • ':ni o:_:; os.ital. ~ :rt~~r. envy : ®rri: ta. . ale ~:rr~~~ures ~ . There are times hospital emergency department staff will need to be notified of a health alert that is not relevant for other staff . The purpose of this procedure is to ensure in-house hospital stafF can receive information anytime, so please think carefully about haw this will be accomplished. For example, in smaller hospitals, it may be appropriate to .include almost all nursing staff. In larger hospitals, it .may be all of the ER charge nurses. It is our desire that you share the user name and password for this license with those who are selected. The user name is the name of the city in which your hospital is located (i.e. Vinton). If there is more than one hospital in your city, .the user name is the city and hospital name (i.e. IowaCityUIHC, CedarRapidsStLukes, DesMoinesVA, etc.). It is cr/tics/that you inter this inforrnatior-. olow are step®by®~tep instr~otti®n~: 1. Login to the HAN. 2. Select °My Profile" and "Change My User profile". 3. ® NAT CWAN TWE "iFIR~'T RiAf~1E" AN®"LA~°T hdA~9~" EIEi_!! 4. Enter the "work email". This is a general email address to someone in house 24/7 (i:e. supervisor or ER staff, but could also be a dispatcher,or switchboard operator). This person should be able to notify appropriate personnel that an alert has been received, 5. Enter the "work phone". This should be a phone number answered 24/7. 6. Enter the "work fax". This number should be for the fax that can be accessed 24/7. If other HAN users have the same fax number listed in their profile, they should remove it. It is important far the 24/7 fax number to be associated with this license. 7. Enter the "Alpha Pager Email", This is the email address of the pager issued to your hospital through the HRSA funds. Contact the HAN OfFcer if you do not know the email address for this pager. 8. ~ Enter the "cell phone" number if one is carried 24/7 by in-house hospital staff. 9. C{ick on "Change my Alerting Security Code" or "Set my Alerting Security Code" (either one may appear on the upper left of your monitor) and enter afour-digit number that is easily remembered by staff to receive any telephone alerts. 10. Click on "Change My Alerting Profile". 11. Click on °New". 12. In the "Profile Name" field, enter. ER and check the box near "Activate" 13. Under "High Priority Alerts", select "work Emai!", °Work Phone'; "Cell Phone" and "Alpha Pager" 14. Under "Medium Priority Alerts', select "work email" and "work phone". 15. Under "Low Priority Alerts" select "work email" and work phone".. 16. Click on "Change My Password" and enter a new password that you will share with appropriate staff. . 17. Click on "OK" /ease n®te that airy time a h/gh /eye/ a/rt /~ gent f® the ,~ Staff` /e, ,fax w/// al® .~er~t t® the 24 h®crr fax ~turrrber, April 12, 2007 Health Alert Network (HAN) Page 28 of 35 Iowa Department of public tieaith Division of Acute Disease Prevention & Emergency Response .: ~ ~ endix ®:HAN Int~ne~ P~ortai ~r~ Use.:'...` Turin ~-:Exercises . ~. ~- HAN Internet P®rta! `bests Tests of the HAN Internet. Portal are done twice per year for compliance with the Centers for Disease Control and Prevention (CDC) Public Health Emergency Preparedness Grant and the Health Resources Services Administration (HRSA) National Biaterrorism Hospital Program Grant requirements. Those tests shalt be unannounced and detailed records shall be kept regarding confirmation by users. Exercises The use of the HAN portal and radios is always encouraged during exercises and drills. it is suggested that the planning of the exercise include the use of these communication tools. Contact the HAN Officer at (515) 281-0914 or HANOfficerC~IowaHealthAlert.ora to assist in this endeavor. . April 12, 2007 ~ Health Alert Network (HAN) Page 29 of 35 Iowa epartment of (Public i-fealth 4 ®ivision of Acute ®isease Prevention & Emergency Response .. :. . ; : = ~r~d. Vic: ~: i4 . 'T~rou~bleso:twn ` _ .. ~ .. ~~ ... ~- AN 5ysten~ Upgrade April 5, A system-wide upgrade to the HAN vvas performed in April 2006. If you have not logged on since then, your user name is the first letter of your first name and full last name (i.e. MJones). Your new password is <changeme>. If the user profile you see after logging on is not you, please email NANOfficer@IowaHealthAlert.ora and we will assign a different user name. Y®u ~A'lll~7'se up yotar user pr®~ile by selecting "11~1y Pr®file" fr®rn the teal[ bar. 'Then d® the f®liowrir~g:~ 1. Select the "Change My Profile" option to verify your contact information. 2. Select the "Change My Alerting Security Code" option to set your phone alert pin code. This is the four digit number you enter when receiving alerts by phone. 3. Select the "Change My Alerting Profiles" option and create a new alerting profile to ensure you will be notified. 4, Select the "Change My Password" option and immediately change your password. You will notice the Categories section has been streamlined and redesigned to assist you in getting rapid information on things such as.diseases and incident command. The Document Library has also been restructured to help you find items more quickly. It's our hope that the folders are easily identified and that there is a consistent way of filing documents. Feel free to look around. Using the search function is.still the best way to find documents. If y®u have already chan ed ~®ur passes®rd and n n®t access the FiAN, this n,ay hel ® If you are accessing via a link sent before you changed your password, it will not work. ® Do you use Novell GroupWise? If so, GroupWise is not compatible with the HAN system and you. will. not be able to confirm receipt of alerts through the fink in your email. ® If accessing via a link in your favorites, locate the link in your favorites and. right click on it. Left click on properties and you will likely find that /btrs or /vabtrs has been added to the URL. Simply delete that part of the URL and save mss://www.iowahealthalert ore. That will take care of the problem. ® If you are typing in the url, make sure you type hops://www.iowahealthalert or~c . ® Another problem that we sometimes see is that users have their email address listed in a couple different user profiles (i.e. the FD nurse manager is listed in the ER Manager role and the hospital ER role). When this happens, the system is looking for the user name and .password for the user to whom the alert was sent. April 12, 2007 Health Alert Network (HAN) Page 30 of 3S ' Lowa Department of Public Mealth Division of Acute Disease Prevention & emergency Response °The following are all possible reasons why a user cannot confirrn an alert via the email link: ® User using wrong username ofi password. ® User may be using an un-supported browser. (Common far Mac users, Netscape and fire Fox are not fully supported browsers. IE is the standard} ® User may be using/ or accessing mail through a group account. User may actually be trying to answer an email that was directed for another user. ® It is suspected that some Spam filters can alter headers, possibly truncating them. ® Some older email applications break or truncate the sink. Most likely suspectswould be Lotus, Domino and older versions of GroupWise. ® User's browser may be too old. IE4 of IE 5 may, not be fully~functional. These could cause system wide problems: ® Structured Query Language (SQL) Server could be down. This would cause a total failure. Component Object Module (COM) + abject on the portal server could be down, or the service account under which it is running could be disabled or had its password reset, ® No Domain Controller could be found, Domain Name Service (DN5) or the Domain . Controller (DC) may not be working correctly. ~!e also recommend... Delete temporary internet files to avoid confusion between the two systems. To do this, elicit the "Tools" option on your Internet Explorer task bar. Select "Internet Options". You will see "Temporary Internet files". In that area, click on "Delete Files". In the pop-up screen, click on "OK". Please email HANOfficer IowaHeaithAlert.orq or call 515-281-0914 if these steps da not work. hone Problems with FiAN Intern®t Po 1 If you have difFiculty using telephones to receive HAN messages. The mast common causes of the problems are as follows: 1. The most common problem is that the user is listening to voice mail and not to the HAN. A computerized message says "This is the Iowa Health Alert Network with an important message, please press "1" to continue". This message is left on your voice mail oranswering machine to notify you that an alert has been sent. Pressing "1" will not access the HAN, rather it will do the function programmed into your voice mail or answering machine. 2. The phony (partlouflarfly cell phonon) must transmit a ®1°I~JF tone. If the message from the HAN is received and pushing the "i" does nothing, consult your phone user manual to make certain your phone is programmed for DTMF tones, If that does not resolve the problem, please inform us of your phone make/model and service provider so we can possibly resolve the problem on our end. 3. You must hold down the key for more than a split®second. ~f you press the key momentarily, it may not accept the tone emitted from your phone. 4. Your security code n,ay have b n changed, To change your security code, click on "My Profile", then click on "Change My Alert Security Code" to change your four digit alert security code. April 12, 2007 Health Alert Network (HAN) Page 31 of 35 oour~ent Library _ CheciCed out itea~ts not snowing up on your noirne page? Try this: ® Delete your temporary internet files (Tools~Internet Options/Temporary Internet E'iles) .. ® Make sure to check the box to delete aff-line content. ® Click on "Settings" when in internet options under temporary internet files and make sure "Every visit to a page" is checked. ® Restart your computer ®~ Let us know if this does not work! April 12, 2007 Health Alert Network (HAN) ~ Page 32 of 35 Zowa Department of Pui~iic Healti~ Division of Acute Disease Prevention Emergency Response /Gb.. ~° dew w.HwawaFH~ N ~ °w~~ J a 4X ~r,~G A~tr~cir~~~nt Memorandum of Understandings (MOU) on file ..............:................:........................:..... 34 A chmenlt 2 Core User Listing .........................................................................................................35 Aprii 12, 2007 Health Alert Network (NAN) Page 33 of 35 T®wa ®eparfrner-f of Publio M~ealth ~ivisi®n of Acute ®isease pr~ventior~ ~tt~ergency Resp®nse ~ Ott .: ant ~ :ra~rt~• - tJn:~~: r~ .n . rn' ; ..~~ ° -ai ~~ y. April 12, 2007 Health Alert Network (HAN) Page 34 of 35 Iota ®epartrt~enY of Public Healfih ir~ision of Acute disease PretrenYion ~tnerget~cy Resp®nse -. . ~ _ ~ a ~.. t ~ ~:: ~: ter.: User :~istn ~ . ~ ~:..:.: ~ . Core users are those users who hold a license for the HAN which was purchased by the IDPH using the CDC Public Health Emergency Preparedness Grant or the HRSA National Bioterrorism Hospital Preparedness Program Grant. These licenses will be maintained as part of the core licenses as long as sufficient federal funding is available, Core User: 71~ CST (3 Collaborator.) . Community Health Centers (9 Collaborator) Haz-Mat Teams (18 Collaborator) Hospitals (1-Alert -Emergency department) ~ ~ . Hospitals (5 Collaborator -Administration, ER Manager, laboratory, infection control) Iowa Board of Regents Iowa Department of Agriculture Iowa Department of Corrections Iowa Department of Human Services . Iowa Department of Inspections and Appeals Iowa Department of Natural Resources _ Iowa Department of Public Safety Iowa Department of Transportation Iowa Governor's Office Iowa Homeland Security Emergency Management Iowa Hospital Association (2 Collaborator) Iowa Poison Center (3 Collaborator) Local Public Health (5 Collaborator -Administration, nursing, epidemiology, environmental health) Regions (5 Collaborator -planners x2, education, fiscal agents x2) Safeguard Iowa Partnership (SIP) (20 Collaborator) Sentinel Laboratories UI Center for PH Preparedness (2 Collaborator) University Hygienic Laboratory (15 Collaborator} April 12, 2007 Health Alert Network (HAN) Page 35 of 35