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1) Software and Related Services

a) The Contractor shall provide, at a minimum, the following warranty on the OMH EMR: (1) The Contractor warrants that the OMH EMR and all its components will be warranted for

a period of eighteen (18) months after OMH’s acceptance of the final implementation of the OMH EMR to be accepted at any OMH Location. The warranty period shall

commence upon acceptance by the OMH of the proposed software, in production at all OMH Implementation Sites, and shall be defined as the period of time the OMH EMR is covered under warranty or extended warranty.

(2) The Contractor warrants that the components of the software as integrated, developed, and implemented by the Contractor under this Agreement will be substantially free from errors, defects, deficiencies or deviations, and that the OMH EMR will perform in such a manner as the Agreement requires, so that the intended function of the OMH EMR is accomplished in all respects as intended by the Agreement and is otherwise consistent with generally accepted industry standards. During the warranty period, defects in the materials or workmanship of components or Deliverables specified and furnished by or through Contractor shall be repaired or replaced by Contractor at no cost or expense to the OMH. The Contractor warrants that the Contractor's Deliverables relating to the integration, development and Implementation of the Software will, in order of

precedence, conform in all material respects to (i) the applicable requirements and/or acceptance criteria for such Deliverables in Contractor's most recently approved

Deliverable specification or Change Order or Enhancement Request, or (ii) the applicable requirements for such Deliverables in this Agreement.

b) The Contractor warrants that (i) any Deliverable(s) that it creates and provides to the OMH shall be substantially free from Defects, as defined below, and; (ii) the services relating to the integration, development, and Implementation of the Software shall not introduce defects into any pre-existing or newly-developed software.

"Defects" shall mean a failure of a configuration, modification, and/or enhancement of the OMH EMR to operate in accordance with OMH requirements or technical

specifications.

c) Warranty coverage shall include an unlimited number of calls for warranty service placed during the warranty period. All problems which gave rise to a call for warranty service during the warranty period must be satisfactorily resolved within 30 days of Warranty expiration. Failure to do so constitutes a breach of warranty.

d) When Contractor is providing services, including but not limited to: (i) consulting, integration, code or data migration, (ii) maintenance or support services, (iii) data entry or processing, or (iv) Contract administration Services, Contractor warrants that service shall be provided in an accurate and timely manner without interruption, failure or error due to the inaccuracy of Contractor’s business operations. Contractor shall be responsible for damages resulting from any delays, errors or untimely performance resulting there from, including but not limited to the failure or untimely performance of such Services.

e) Workmanship Warranty – Contractor warrants and represents that all Deliverables specified and furnished by or through Contractor and its Subcontractors under the Agreement shall meet the completion or acceptance criteria set forth in the Agreement and any subsequent Change Orders and Enhancement Requests, and any Services provided shall be performed in a professional manner in accordance with workmanlike standards and generally accepted industry standards and in accordance with agreed upon terms contained in this Agreement. 2) Additional Warranties

In addition to any warranties set forth in the Agreement, where Contractor or third party software provider generally offers additional or more advantageous warranties than set forth herein, Contractor shall offer or pass through any such warranties to OMH. In addition, the Contractor, in submitting the Bid Proposal and executing the Agreement, warrants and represents to the State the following:

a) Title and Ownership – The Contractor warrants and represents full ownership, clear title free of all liens and encumbrances, and/or that Contractor has obtained on behalf of the OMH perpetual license rights to use the Software pursuant to this Contract.

Contractor shall be liable for any costs of acquisition associated therewith. Contractor fully indemnifies the OMH for any loss, damages or actions arising from a breach of said warranty without limitation. The OMH may require Contractor to furnish appropriate written

documentation establishing the above rights and interests as a condition of Contract award or payment. The OMH’s request or failure to request such documentation shall not relieve Contractor of liability under this warranty;

b) Product Performance – Contractor warrants and represents that the Software, products and services produced or provided by Contractor to OMH through this Contract shall operate in all respect in accordance with all applicable specifications, performance standards, and documentation, and the terms of this Agreement, including but not limited to OMH Business and Technical Requirements hereunder. The Contractor further warrants that all such software, products or services performed under this Agreement will be produced in accordance with OMH Requirements, or the terms of this Agreement. If any portion of the software, products or Services fails to meet this warranty standard, the Contractor must repair or replace the defective component at its sole expense to minimize disruption and loss of functionality, in accordance to the Service level objectives as provided by and agreed to in the Contract.

c) Compliance – Contractor warrants and represents that it will pay, at its sole expense, all applicable permits, licenses, tariffs, tolls and fees, give all notices and comply with all laws, ordinances, rules and regulations of any governmental entity in conjunction with the performance of obligations under the Contract. Prior to award and during the Contract term and any renewals thereof, Contractor must establish to the satisfaction of the State that it meets or exceeds all requirements of the Bid/Agreement and any applicable laws, including but not limited to, permits, insurance coverage, licensing, proof of coverage for workman’s compensation, and shall provide such proof as required by the OMH. Failure to do so may constitute grounds for the OMH to cancel or suspend this Contract, in whole or in part, or to take any other action deemed necessary by the OMH;

d) Virus – Contractor warrants and represents that prior to delivery the Contractor will use commercially reasonable methods to test and protect the software against viruses and other harmful elements designed to disrupt the operation of, or impair the integrity of data files. Therefore, the Contractor warrants and represents that the software or updates provided under this Agreement contains no known viruses. Contractor is not responsible for viruses introduced at the OMH’s Site through no act of Contractor; and,

e) Date/Time – Contractor warrants and represents that Agreement Services involving the processing of date/time data shall be provided in an accurate and timely manner insofar as accurately processing, including but not limited to, calculating, comparing and sequencing date/time data, including leap year calculations. Where a Contractor proposes or it is required that a specific product must perform as a package or system, this warranty shall apply to the products as a system. This Date/Time Warranty shall survive beyond termination or expiration of this Agreement through: a) ninety (90) days or b) the Contractor’s or Product manufacturer/developer’s stated date/time warranty term , whichever is longer. Nothing in this warranty statement shall be construed to limit any rights or remedies otherwise available under this Agreement for breach of warranty.

f) No Hardstop/Passive License Monitoring – Contractor hereby warrants and represents that the OMH EMR, any components thereof and upgrades thereto do not and will not contain any computer code that would disable the OMH EMR, any components thereof or upgrades thereto or impair in any way its operation based on the elapsing of a period of time, exceeding a certain number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices) or that would permit Contractor to access the OMH EMR to cause such disablement or impairment (sometimes referred to as a “trap door” device). Contractor agrees that in the event of a breach or alleged breach of this provision, the OMH would suffer irreparable injury which would not be adequately compensated by monetary damages and that OMH would thus not have an adequate remedy at law and that, therefore, in addition to any other remedy to which the OMH would be entitled, the OMH would be entitled to seek a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach.

In the event of any breach of these warranties, the Contractor shall restore the Services to the same level of performance as warranted herein, and clean, repair or replace data at the sole cost and expense of the Contractor. The Contractor shall, at its sole cost and expense, promptly repair or, upon demand, replace the defective unit or component parts affected, or furnish a patch or temporary fix or work around during the period in which the repair is made so that the performance and required functionality is maintained. All costs associated with above mentioned repairs or replacements during the warranty periods shall be borne solely by the Contractor, and the OMH shall in no event be liable or responsible therefore.

2) Survival; Latent Defects; Disclaimer

a) All warranties contained in the Agreement shall survive the termination of the Agreement. b) Latent Defects: The Contractor warrants that upon notification by the OMH of a latent defect

in design, material or workmanship, or a latent nonconformity of the Services, material, or equipment to the specifications, which would have constituted a basis for rejection if

discovered prior to acceptance, it will repair or replace or otherwise correct the defect to the level of performance specified in the Agreement.

c) The Contractor shall not be obligated to address any deviation pursuant to the foregoing warranties to the extent the deviation results from: (a) the OMH’s failure to use corrections or enhancements made available by the Contractor at no additional cost; (b) the OMH's use of the Deliverables in combination with any product that is not contemplated by this

Agreement; (c) the quality or integrity of data from other automated or manual systems with which the Deliverables interface; (d) hardware, systems software, application software or telecommunications equipment which are not part of the Deliverables, if the Contractor expressly informs the OMH in writing that such hardware, software or equipment is inadequate to allow proper operation of the Deliverables; (e) hardware, systems software, application software or telecommunications equipment which are not part of the Deliverables, but the Contractor either is (i) not aware, or (ii) has become aware, that such hardware, software or equipment is not operating in accordance with the manufacturer's specifications and the Contractor has expressly informed the OMH in writing that such hardware, software or equipment is inadequate to allow proper operation of the Deliverables; or (f) operation, utilization, or modification of the Deliverables in a manner not contemplated by this Agreement.