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586796 ETHOSOFT INC - PURCHASE ORDER - 9176806 (2)
PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and ETHOSOFT, INC., hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of fifteen (15) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence October 2, 2017, and shall continue in full force and effect until October 1, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Ethosoft, Inc. Attn: Bill Moss 6050 Peachtree Parkway, Suite 240, #249 Norcross, GA 30092 City of Fort Collins Attn: Leslie Hill PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, Professional Services Agreement 8513 Laboratory Information System Page 1 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional as identified in Exhibit A with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed two hundred sixty-four thousand, two hundred ten dollars ($264,210). Expenses are estimated at five thousand ninety dollars ($5,090) and shall be paid according to Fort Collins Expense Guidelines, upon receipt of actual invoices. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 8. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. Professional Services Agreement 8513 Laboratory Information System Page 2 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of thirty (30) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: Professional Services Agreement 8513 Laboratory Information System Page 3 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. Professional Services Agreement 8513 Laboratory Information System Page 4 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of four (4) pages, attached hereto and incorporated herein by this reference. 17. Contract Defined: This Contract incorporates the terms and conditions of the following documents, attached hereto and incorporated herein by this reference. If there is a conflict among the documents, the terms and conditions shall prevail in the following order: a. Exhibit A: X-LIMS Project SOW and Payment Schedule, dated September 18, 2017 and consisting of thirteen (13) pages; b. Exhibit B: Insurance Requirements, consisting of one (1) page; c. Exhibit C: Confidentiality, consisting of four (4) pages; d. Exhibit D: Fort Collins Expense Guidelines, consisting of two (2) pages; e. Exhibit E: Addendum 1, dated 4/10/17 and consisting of twenty-three (23) pages; f. Exhibit F: RFP 8513 Laboratory Information System RFP issued April 14, 2017 and consisting of fifty-three (53) pages; g. Exhibit G: Ethosoft X-LIMS End User Software License Agreement and Limited Product Warranty consisting of four (4) pages; h. Exhibit H: Support and Maintenance Agreement consisting eight (8) pages; i. Exhibit I: Professional’s Interview Presentation, consisting of thirty-six (36) pages; j. Exhibit J: Awarded Professional’s RFP Response dated May 10, 2017, consisting of: 1. Ethosoft Response (sixty-two (62) pages); 2. Attachment 7 Functional Requirements Spreadsheet; 3. Attachment 8 Pricing Workbook; and 4. Confidential Company Financial Information. Professional Services Agreement 8513 Laboratory Information System Page 5 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: ETHOSOFT, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Professional Services Agreement 8513 Laboratory Information System Page 6 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 President Bill Moss 10/5/2017 Assistant City Attorney 10/11/2017 City Clerk EXHIBIT A STATEMENT OF WORK AND PAYMENT SCHEDULE A. Introduction This Statement of Work (SOW) defines the scope of work to be accomplished by Ethosoft, Inc. for the Laboratory Information Management System (LIMS) Project between the City of Fort Collins (referred to herein as “the City”) and Ethosoft, Inc. The tasks to be performed by Ethosoft are defined as are the activities to be performed by the City. The effort required by the City is approximated in the Project Schedule. The Statement of Work includes the following: • Project Implementation Methodology Ethosoft Responsibilities Deliverables The City’s Responsibilities • Payment Schedule • Project Schedule B. Scope of Services The scope of the project for LIMS is to implement X-LIMS in the City’s laboratories, and provide a comprehensive solution that meets or exceeds the City’s requirements. Phased Approach A detailed description of Ethosoft’s eight-phased implementation process is outlined below. Phase I: Project Organization Ethosoft will perform the initial project organization. Ethosoft will develop the project scope and review it with the City’s project manager. Ethosoft will lead a project kick off meeting to spell out roles, responsibilities, and lines of communication during the project. Ethosoft and the City will provide a schedule of weekly status meetings. The purpose of this task is to finalize the project team members, facilitate a common understanding of the project objectives, roles, and responsibilities, and to verify the City’s readiness to implement the LIMS system. Ethosoft’s Responsibilities: Ethosoft will conduct a Project Kick-Off/detailed planning session at the City’s site, for up to two (2) hours, on a mutually agreed upon date. During this meeting the following items will be addressed: • Identification of Ethosoft’s and the City’s core project team • Identification of project goals, objectives, roles, responsibilities, and project tasks • Review of Ethosoft’s Escalation Procedure • Review of Ethosoft’s Deliverable Product(s) Acceptance Procedure • Review of Ethosoft’s Project Change Control Procedure • Review of Ethosoft’s Issue Resolution Procedure • Review Hardware Requirements with the City Deliverables: • Detailed Project Work Plan Professional Services Agreement 8513 Laboratory Information System Page 7 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Draft Project Schedule • X-LIMS Technical Documentation • X-LIMS Hardware Specifications • X-LMS Installation Guide • Accepted Document defining Roles and Responsibilities The City’s Responsibilities: The successful completion of the proposed effort depends on the full commitment and participation of the City’s management and personnel. The responsibilities listed are to be provided at no charge to Ethosoft. Ethosoft's performance is predicated upon the following responsibilities being fulfilled by the City as scheduled in the Project Schedule. Delays in performance of these responsibilities by the City may result in additional cost and/or delay of the completion of the project, and may require invoking the Project Change Control Plan. Prior to the start of this Statement of Work, the City will designate a person to be the City’s Project Manager, who has the authority to act for the City, Ethosoft will address communications to the City’s Project Manager. The City’s Project Manager's Responsibilities: • Serve as the interface between Ethosoft and all City departments, management, organizations, and sites participating in this project • Along with the Ethosoft Project Manager, develop, administer, and accept all plans identified in this statement of work • Attend the Project Kick-off/Detailed Planning Session • Work with Ethosoft to schedule the on-site activities (i.e., kick-off meeting, analysis work, training, etc.) at the City’s locations • Attend project meetings to review the accomplishments and deliverables • Provide work space, access, and supplies as needed for Ethosoft’s on-site and remote work tasks defined in the Project Plan • Coordinate Technical and Hardware discussion to result in list of hardware for the City to purchase Phase I Milestone: This task will be considered to be complete when Ethosoft has presented the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase II: Project Requirements/Data Gathering Ethosoft will conduct a project data gathering phase. Ethosoft will send its implementation specialist to the City’s sites for one week to gather information and to learn about the City’s processes, workflows, customization requirements, and integration of instruments, reports, and external software programs. The City will participate in this Phase by having staff available during the on-site visit to meet with the implementation specialist and answer questions. Ethosoft will perform on-site reviews of the workflows within the City’s laboratories. Ethosoft will also review the requirements identified for the project and develop configuration worksheets to be used in the software installation phase. The major subtasks are: • Review process workflows for the City’s laboratories Professional Services Agreement 8513 Laboratory Information System Page 8 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Review system requirements • Develop configuration worksheets • Discuss historical data migration and format Ethosoft’s Responsibilities: • Send Ethosoft’s implementation specialist to the City’s laboratories to gather information • Perform on-site reviews of the City’s laboratories workflows • Review requirements identified for the project • Develop configuration worksheets to be used in the software installation phase Deliverables: • Updated Project Plan to include new information from this phase • Draft configuration worksheets The City’s Responsibilities: • Availability of the City’s Project Manager during the on-site visit • Providing access to laboratory staff during the on-site visit • Answering questions from Ethosoft’s implementation specialist • Gathering any requested data for delivery to Ethosoft Phase II Milestone This task will be considered to be complete when Ethosoft has provided the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase III: Requirements Analysis Ethosoft will review and document the information gathered in Phase II and devise a strategy to configure X-LIMS to meet the City’s needs. Ethosoft will prepare a detailed schedule at the end of this phase. The information gathered will also be used by Ethosoft to develop the documents required for the development effort. The major subtasks are: • Review project requirements at a high level for clarification • Review configuration worksheets • Review custom reports and alerts • Review Project Schedule with the City • Review final project requirements with the City Ethosoft’s Responsibilities: • Review and document the information gathered in Phase II • Devise a strategy to configure X-LIMS • Prepare a detailed schedule Deliverables: • Accepted requirements document • Updated Project Schedule • Updated Project Plan to include new information from this phase The City’s Responsibilities: • Answer questions, if necessary Professional Services Agreement 8513 Laboratory Information System Page 9 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Phase III Milestone: This task will be considered to be complete when Ethosoft has provided the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase IV: System Configuration Ethosoft will configure the data gathered in Phase II. Ethosoft’s goal in this phase is to provide the City with a solution that is 95% ready out of the box. Ethosoft will train the City on an X-LIMS system that contains the City’s workflows, tests, limits, and sample locations in Phase VI. In addition, Ethosoft will configure the reports, data imports/exports, and custom code constructs offered in the Ethosoft response to RFP 8513 for the system during this phase. The City will review the configuration via a secure web site on Ethosoft’s server set up by Ethosoft. The City will be the only party that can access the web site remotely via the internet. Once the data is configured, Ethosoft will conduct several interactive web sessions. The City will assist in this phase by scheduling these sessions to review the configuration with the City system administrator(s) and laboratory supervisors, taking the City’s workload into account. Ethosoft’s goal in this phase is to make the City’s employees part of the process and to allow them to experience the system before any formal training takes place. Ethosoft will begin developing the test environment where all configuration and customization changes will be made. Ethosoft will begin making software changes based on the information gathered from the City in Phase III. The major subtasks are: • Establish Ethosoft environment (test environment) • Develop Ethosoft configuration • Migrate historical LIMS data • Create upload routines for up to 15 instruments that import data via files and up to 14 instruments requiring WinWedge integration (via RS232 ports) • Develop the custom reports identified in the City’s Request for Proposal • Update the Project Plan to include new information from this phase Ethosoft’s Responsibilities: • Review and document the information gathered in Phase II • Configure the data gathered in Phase II • Configure the reports, data imports/exports, and custom code constructs for the system • Set up secure web site on Ethosoft’s server • Conduct interactive web sessions with the City • Begin developing the test environment • Begin making software changes based on the information gathered in Phase III Deliverables: • Functional Ethosoft test environment • Review of configuration data and routines with Ethosoft via interactive web sessions with the City • Updated Project Plan to include new information from this phase The City’s Responsibilities: Professional Services Agreement 8513 Laboratory Information System Page 10 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Schedule sessions with City system administrator(s) and laboratory supervisors to review configuration • Review the configuration via a secure web site on Ethosoft’s server Phase IV Milestone: This task will be considered to be complete when Ethosoft has provided the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase V: Validation Test Planning Ethosoft will work with the City to draft validation test plans for review, based on the configured workflows and configured data. After the plans are documented and approved by the City, Ethosoft will install the system in Phase VI. Ethosoft will also plan Go-live during this phase. The major subtasks are: • Review Draft of City’s Validation Test Plan • Review Draft of City’s Go-Live Planning Ethosoft’s Responsibilities: • Work with the City to draft validation test plans • Plan Go-Live phase Deliverables: • Go-Live Plan The City’s Responsibilities: • Work with Ethosoft and draft validation test plans • Approve validation test plan Phase V Milestone: This task will be considered complete when the City has developed a Validation Test Plan and a Go-Live Plan with Ethosoft. Phase VI: Installation and Training Once the validation plan from Phase V has been approved by the City, Ethosoft will install X- LIMS on the City’s designated server(s). After completing the installation, Ethosoft’s implementation specialists will travel to the City to train the City’s administrators and end users on the system that has been configured for the City. The City will allocate space for the training sessions. The City’s end users will be logging in samples with familiar tests, workflows, sample locations, and schedules. The major subtasks are: • Install configured X-LIMS system in the City’s server environment • Provide LIMS Administrator training • Provide LIMS End User training Ethosoft’s Responsibilities: • Install X-LIMS on the City’s server(s) • Train the City’s administrators and end users on the system Deliverables: Professional Services Agreement 8513 Laboratory Information System Page 11 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Latest X-LIMS version installed and operating in the City’s server environment (test and production environments) • Software Installation Report • Administrator and User Manuals • Training Guides • Updated Project Plan to include new information from this phase The City’s Responsibilities: • Allocate space for X-LIMS training sessions • Availability of the City’s administrators and end users for training sessions Phase VI Milestone: This task will be considered to be complete when Ethosoft has provided the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase VII: Validation Testing The City will perform validation testing according to the scenarios defined in the validation test plan from Phase V with the City’s identified staff. The City will report any issues, using Ethosoft’s issue resolution process. Ethosoft will track issues reported by the City with a case number. Once the testing is complete and all issues have been resolved, the City will sign off on the validation testing and the system will Go Live. The City will provide Ethosoft’s implementation staff with desks/workspace and internet connection for all onsite work. The major subtasks are: • Documentation and Response to any issues identified by the City • Status meetings as needed for issue resolution Ethosoft’s Responsibilities: • Complete Data Migration • Track and resolve issues reported by the City Deliverables: • Completed Data Migration Plan • Completed Test Plan • Access to case number system or list of issues reported and status • Resolve issues reported • Updated Project Plan to include new information from this phase • Completed Communication Plan • Signed System Acceptance Document • Maintenance and Support Procedures The City’s Responsibilities: • Perform validation testing according to the scenarios defined in the Validation Test Plan for up to 40 business days • Report issues using Ethosoft’s issue resolution process • Sign off on the validation testing after all issues have been resolved • Sign the System Acceptance Document when validation testing has been completed Professional Services Agreement 8513 Laboratory Information System Page 12 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Provide Ethosoft’s implementation staff with desks/workspace and internet connectivity Phase VII Milestone: This task will be considered to be complete when Ethosoft has provided the deliverables to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Phase VIII: Post Go-Live Training Ethosoft will provide Report Writer Training one to two months after going live with X-LIMS. Waiting until one to two months after going live with X-LIMS will provide time for City employees to become familiar with the system before the training. The major subtask is: • Report Writer Training Ethosoft’s Responsibility: • Train City employees to use X-LIMS to write reports Deliverable: • Report Writer Training Guide The City’s Responsibilities: • Allocate space for Report Writer training sessions • Availability of the City’s employees for training sessions Phase VIII Milestone: This task will be considered to be complete when Ethosoft has provided the deliverable to the City’s Project Manager and the Project Manager has accepted the deliverable in satisfaction of the task. Professional Services Agreement 8513 Laboratory Information System Page 13 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 C. Year 1 Schedule of Payments Please find below a schedule of payments associated with the City of Fort Collin’s LIMS project. Note the Retainage of 10% is to be paid after the Go Live Period. Validation Testing is scheduled to last 40 business days (2 months). If the validation testing takes longer than 40 business days, and testing is not delayed due to any fault of Ethosoft, the retainage payment will be made in full by the City of Fort Collins to Ethosoft. Please note that cost for travel is billed as incurred with in Fort Collins’ guidelines. This is not included in the retainage. Payment #1: Initial Down Payment Before Project Start 25% of Total Cost of Licenses Item 1 25% of 22 X-LIMS Concurrent User Licenses [Total $162,800.00] $40,700.00 Item 2 25% of 5 X-LIMS Read Only Concurrent User Licenses [Total $7,500.00] $1,875.00 Item 3 25% of 12 X-LIMS MobileXChange Named User Licenses [Total $6,000.00] $1,500.00 Payment 1 $44,075.00 10% Retainage by the City of Fort Collins [Due after Go Live] $4,407.50 Total Compensation Due for Payment 1 [15% of Total Cost of $264,210.00] $39,667.50 Payment #2: Billed After On-Site Requirements Analysis Item 1 Requirements Survey [5 Day On-site Assessment] $5,500.00 Item 2 Travel for Requirements Survey [Estimated at $1,880.00] TBD (Travel cost will be billed as incurred) Payment 2 $5,500.00 + TBD 10% Retainage by the City of Fort Collins [Due after Go Live] $550.00 Total Compensation Due for Payment 2 $4,950.00 + TBD Payment #3: Billed After System Configuration Signed Off by Fort Collins Item 1 X-LIMS ExtraNet [External platform for ext. users to be able to access data without X-LIMS] $7,500.00 Item 2 15 Instrument Integrations [import/export] $19,500.00 Item 3 14 Instrument Integration [instruments with RS-232 ports] $4,200.00 Item 4 MobileXChange Custom PDF Field Form $2,500.00 Professional Services Agreement 8513 Laboratory Information System Page 14 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Item 5 7 Subcontractor Upload Routines $9,100.00 Item 6 Double Data Entry Report (as per Matrix Requirement 22.1.1) $1,120.00 Item 7 Historical Data Migration from Legacy LIMS (2 projects) $11,000.00 Item 8 Bromate Certified Laboratory Report $560.00 Item 9 Chlorite Certified Laboratory Report $560.00 Item 10 Disinfection Byproduct Precursors Certified Laboratory Report $1,680.00 Item 11 Inorganic Chemicals Certified Laboratory Report $840.00 Item 12 Nitrate and Nitrite as Nitrogen Certified Laboratory Report $840.00 Item 13 Organic Chemicals Certified Laboratory Report $840.00 Item 14 Individual Bacteriological Certified Laboratory Report $1,120.00 Item 15 Total Trihalomethane Certified Laboratory Report $1,120.00 Item 16 Additional Lead and Copper Tap Sample Results Report $840.00 Item 17 Lead and Copper Certified Laboratory Report $840.00 Item 18 Absent Routine Total Coliform & Disinfectant Residual Summary Report $1,120.00 Item 19 Water Quality Parameter Report $1,120.00 Item 20 Long Term 2 E. coli Certified Laboratory Report $840.00 Item 21 Quarterly Samples Report $1,120.00 Item 22 Yearly Influent and Effluent Metals Report $840.00 Item 23 6 Dymo 450 Label Printers $960.00 Item 24 6 Laser Barcode Readers $2,250.00 Payment 3 $72,410.00 10% Retainage by the City of Fort Collins [Due after Go Live] $7,241.00 Total Compensation Due for Payment 3 $65,169.00 Payment #4: Billed After Installation and Training Item 1 X-LIMS 5 Day On-site Training [3-day End-User; 2-day Administrator] $5,500.00 Item 2 Travel for Training [Estimated at $1,880.00] TBD (Travel cost will be billed as incurred) Item 3 Remaining 75% of 22 X-LIMS Concurrent User Licenses $122,100.00 Professional Services Agreement 8513 Laboratory Information System Page 15 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Item 4 Remaining 75% of 5 X-LIMS Read Only Concurrent User Licenses $5,625.00 Item 5 Remaining 75% of 12 X-LIMS MobileXChange Named User Licenses $4,500.00 Payment 4 $137,725.00 +TBD 10% Retainage by the City of Fort Collins [Due after Go Live] $13,772.50 Total Compensation Due for Payment 4 $123,952.50 + TBD Payment #5: Billed After GO LIVE* Item 1 10% Retainage from Payment 1 $4,407.50 Item 2 10% Retainage from Payment 2 $550.00 Item 3 10% Retainage from Payment 3 $7,241.00 Item 4 10% Retainage from Payment 4 $13,772.50 Total Compensation for Payment 5* $25,971.00 *NOTE: This amount is due after 40 days of validation testing have been completed or when the GO LIVE phase has been reached, whichever comes first. Report Writer Training Item 1 3 Day On-site Report Writer Training $4,500.00 Item 2 Travel for Training [Estimated at $1,330.00] TBD (Travel cost will be billed as incurred) Total Compensation for Report Writer Training $4,500.00 + TBD GRAND TOTAL $264,210.00 + TBD Professional Services Agreement 8513 Laboratory Information System Page 16 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 D. Project Schedule Please note that this project schedule has tentative dates. An updated project schedule will be provided after the onsite requirements analysis has been completed. This is to ensure that the schedule is representative of all tasks that need to be performed as sometimes other tasks are identified by the laboratory during the requirements analysis that may not have been considered previously. The effort in terms of time required from Ethosoft personnel as well as Fort Collins personnel has been included in the duration column. Task Name Start Finish Duration Resource Names Phase I: Project Organization Mon 10/2/17 Mon 10/2/17 0.6 days Project Kick Off Meeting Mon 10/2/17 Mon 10/2/17 0.6 days Outline Roles and Responsibilities Mon 9/18/17 Mon 9/18/17 0.5 days FC Project Manager, Ethosoft Implem. Specialist Project Definition Sign-Off Mon 10/2/17 Mon 10/2/17 0.1 days FC Project Manager, Ethosoft Implem. Specialist Phase II: Project Requirements/ Data Gathering Mon 10/2/17 Fri 10/6/17 4.7 days Set Up Data Mon 10/2/17 Thu 10/5/17 3.35 days Work Areas Mon 10/2/17 Mon 10/2/17 0.1 days Ethosoft Implem. Specialist, FC LIMS Administrator Workflow Review Mon 10/2/17 Mon 10/2/17 0.5 days Ethosoft Implem. Specialist, FC LIMS Administrator Batch Templates & Excel Worksheets Mon 10/2/17 Mon 10/2/17 0.15 days Ethosoft Implem. Specialist, FC LIMS Administrator Test Templates Mon 10/2/17 Tue 10/3/17 0.5 days Ethosoft Implem. Specialist, FC LIMS Administrator QA Templates Tue 10/3/17 Tue 10/3/17 0.5 days Ethosoft Implem. Specialist, FC LIMS Administrator Standards/Reagents Tue 10/3/17 Tue 10/3/17 0.1 days Ethosoft Implem. Specialist, FC LIMS Administrator Bench/Operations Worksheet Review Tue 10/3/17 Wed 10/4/17 0.2 days Ethosoft Implem. Specialist, FC LIMS Administrator Worklists Wed 10/4/17 Wed 10/4/17 0.1 days Ethosoft Implem. Specialist, FC LIMS Administrator Clients Wed 10/4/17 Wed 10/4/17 0.5 days FC LIMS Administrator, Ethosoft Implem. Specialist Sample Location/Points Wed 10/4/17 Thu 10/5/17 0.7 days FC LIMS Administrator, Ethosoft Implem. Specialist List of Sampling Points Wed 10/4/17 Thu 10/5/17 0.5 days FC LIMS Administrator, Ethosoft Implem. Specialist Sample Point Groupings Thu 10/5/17 Thu 10/5/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist Limit Definitions (Permits, MDL, etc.) Thu 10/5/17 Thu 10/5/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist IT Requirements Thu 10/5/17 Thu 10/5/17 0.2 days Ethosoft Implem. Specialist, IT Coordinator Training Server, Server Installation and Network Thu 10/5/17 Thu 10/5/17 0.1 days IT Coordinator, Ethosoft Implem. Specialist Data Backups and Security Thu 10/5/17 Thu 10/5/17 0.1 days Ethosoft Implem. Specialist, IT Coordinator Users Thu 10/5/17 Thu 10/5/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist X-LIMS Security Requirements Thu 10/5/17 Thu 10/5/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist Process Data Thu 10/5/17 Fri 10/6/17 0.8 days Receiving Thu 10/5/17 Fri 10/6/17 0.6 days Professional Services Agreement 8513 Laboratory Information System Page 17 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Schedule Definitions Thu 10/5/17 Thu 10/5/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist MobileXChange Thu 10/5/17 Fri 10/6/17 0.25 days Chain of Custody Fri 10/6/17 Fri 10/6/17 0.25 days Data Entry Fri 10/6/17 Fri 10/6/17 0.2 days FC LIMS Administrator, Ethosoft Implem. Specialist Data Approval/ Reviewing Fri 10/6/17 Fri 10/6/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Alerting Fri 10/6/17 Fri 10/6/17 0.1 days FC LIMS Administrator, Ethosoft Implem. Specialist Instrument Integration (Get instrument Information) Fri 10/6/17 Fri 10/6/17 0.15 days FC LIMS Administrator, Ethosoft Implem. Specialist Sievers 5310 Laboratory TOC Analyzer Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Malvern Zetasizer Nano Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff SEAL Analytical AutoAnalyzer 3 Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Sievers 5310C Laboratory TOC Analyzer Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Hydra IIAA Mercury Analyzer Teledyne Leeman Labs Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Thermo Scientific Dionex ICS-1600 Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Agilent Technologies 5973 Networks Mass Selective Detector Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Agilent Technologies 5975C Inert MSD w/ Triple Axis Detector Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Hach DR/4000U Spectrophotometer Version 2.36 Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Agilent Technologies 7900 ICP-MS Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Perkin Elmer 3110 Flame AA Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Lachat 8500 Automated Ion Analyzer Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Agilent 7700X ICP/MS Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Cetac (Teledyne-Leeman) QuickTrace m-8000 Mercury Analyzer Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Mettler-Toledo DL53 Autotitrator Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Serial Instruments/WinWedge Fri 10/6/17 Fri 10/6/17 0.01 days FC LIMS Administrator, Ethosoft Implem. Specialist, Lab Staff Phase III: Data Analysis Fri 10/6/17 Fri 11/10/17 25.1 days Configuration Worksheets Fri 10/6/17 Fri 10/13/17 5 days FC LIMS Administrator Historical Data Migration Fri 10/13/17 Fri 10/20/17 5 days Mike Harris Review and Document Requirements data Fri 10/20/17 Fri 11/3/17 10 days Ethosoft Implem. Specialist Review Configuration Worksheets Fri 11/3/17 Fri 11/10/17 5 days Ethosoft Implem. Specialist Professional Services Agreement 8513 Laboratory Information System Page 18 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Requirements Sign-Off Fri 11/10/17 Fri 11/10/17 0.1 days FC LIMS Administrator, FC Project Manager, Ethosoft Implem. Specialist Phase IV: System Configuration Fri 11/10/17 Mon 1/8/18 40.43 days Ethosoft Configuration Fri 11/10/17 Fri 11/24/17 10 days Set Up Secure Review System- Ethosoft Site Fri 11/10/17 Mon 11/13/17 0.25 days Ethosoft Implem. Specialist Load Sample Point/Client Data Mon 11/13/17 Mon 11/13/17 0.5 days Ethosoft Implem. Specialist LIMS Settings, Users, Security Mon 11/13/17 Mon 11/13/17 0.25 days Ethosoft Implem. Specialist Configure Tests Templates Mon 11/13/17 Wed 11/15/17 2 days Ethosoft Implem. Specialist Configure Sample Templates Wed 11/15/17 Thu 11/16/17 1 day Ethosoft Implem. Specialist Configure COC/Project Templates Thu 11/16/17 Fri 11/17/17 1 day Ethosoft Implem. Specialist Configure QC Templates Fri 11/17/17 Mon 11/20/17 1 day Ethosoft Implem. Specialist Batch Templates Mon 11/20/17 Thu 11/23/17 3 days Ethosoft Implem. Specialist Configure Schedules Thu 11/23/17 Fri 11/24/17 1 day Ethosoft Implem. Specialist Customer Review Fri 11/24/17 Thu 1/4/18 29 days FC LIMS Administrator, Ethosoft Implem. Specialist LIMS Settings, Users, Security Fri 11/24/17 Mon 11/27/17 1 day FC LIMS Administrator, Ethosoft Implem. Specialist Sample Point/ Client data Mon 11/27/17 Wed 11/29/17 2 days FC LIMS Administrator, Ethosoft Implem. Specialist Tests Templates Wed 11/29/17 Mon 12/11/17 8 days Ethosoft Implem. Specialist, FC LIMS Administrator Sample Templates Mon 12/11/17 Wed 12/13/17 2 days Ethosoft Implem. Specialist, FC LIMS Administrator COC/Project Templates Wed 12/13/17 Fri 12/15/17 2 days Ethosoft Implem. Specialist, FC LIMS Administrator QC Templates Fri 12/15/17 Thu 12/21/17 4 days Ethosoft Implem. Specialist, FC LIMS Administrator Containers/ Barcodes/Bottles Thu 12/21/17 Mon 12/25/17 2 days Ethosoft Implem. Specialist, FC LIMS Administrator Batch Templates Mon 12/25/17 Thu 12/28/17 3 days Ethosoft Implem. Specialist, FC LIMS Administrator Schedules Thu 12/28/17 Thu 1/4/18 5 days Ethosoft Implem. Specialist, FC LIMS Administrator Customizations, Instruments Fri 11/10/17 Fri 1/5/18 40 days Instrument Configuration Thu 11/23/17 Tue 1/2/18 28 days Danny Lankford Custom Reports Fri 11/10/17 Fri 12/29/17 35 days Mike Harris Historical Data Migration Fri 12/29/17 Fri 1/5/18 5 days Mike Harris Customer Data Configuration Sign-Off Fri 1/5/18 Mon 1/8/18 0.33 days FC Project Manager, FC LIMS Administrator, Ethosoft Implem. Specialist Phase V: Validation Test Planning Mon 1/8/18 Thu 2/15/18 28.08 days Create Validation Test Plans Mon 1/8/18 Mon 2/5/18 20 days FC LIMS Administrator, Ethosoft Implem. Specialist Review Validation Test Plans Mon 2/5/18 Thu 2/15/18 8 days FC LIMS Administrator, Ethosoft Implem. Specialist Professional Services Agreement 8513 Laboratory Information System Page 19 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Validation Test Plans Sign-Off Thu 2/15/18 Thu 2/15/18 0.08 days FC Project Manager, Ethosoft Implem. Specialist, FC LIMS Administrator Phase VI: Installation and Training Thu 2/15/18 Thu 2/22/18 5.5 days Installation Thu 2/15/18 Thu 2/15/18 0.5 days Ethosoft Implem. Specialist Administrator Training Thu 2/15/18 Mon 2/19/18 2 days Ethosoft Implem. Specialist, FC LIMS Administrator End User Training Mon 2/19/18 Thu 2/22/18 3 days Ethosoft Implem. Specialist, Lab Staff Phase VII: Validation Testing Thu 2/22/18 Fri 4/20/18 40.2 days Validation Testing Thu 2/22/18 Thu 4/19/18 40 days Lab Staff Issue Resolution Thu 2/22/18 Thu 4/19/18 40 days Ethosoft Implem. Specialist, Lab Staff Customer Validation Sign-Off/Go Live (Final System Acceptance) Thu 4/19/18 Fri 4/20/18 0.2 days FC Project Manager Phase VIII: Post Go-Live Training Tue 5/22/18 (or by 6/20/18) Thu 5/24/18 3 days Ethosoft Implem. Specialist, FC LIMS Administrator, FC Project Manager, Lab Supervisors Professional Services Agreement 8513 Laboratory Information System Page 20 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 E. Support & Maintenance All support and maintenance during the one-year warranty period will be subject to the terms and conditions of the Support and Maintenance Agreement. Support and maintenance during the warranty period will function as normal support and maintenance with the following exception: to ease transition into normal support, during the warranty period, the City has the option to route all maintenance and support cases through the Ethosoft Implementation Specialist as the Implementation Specialist is familiar with the City’s system configuration. The warranty will be effective at final system acceptance and will last for one year. There is no additional cost for the warranty period. The Annual Support and Maintenance contract includes unlimited email and telephone support. After hours support or on-site support may be purchased for an additional fee. The maintenance agreement also includes all X-LIMS patches, hotfixes, service packs, and new releases/versions of X-LIMS as they are available. The Support Times are Monday through Friday, 8:00 a.m. through 5:00 p.m. (Mountain Time), excluding the following holidays: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Additionally, hours may be limited on other national holidays and/or days preceding or following certain holidays. If any fixes, patches, or corrections are necessary, the City’s IT team will be notified and deployment will be coordinated according to the City’s established protocol. If the City grants Ethosoft secure remote access to the servers, Ethosoft will install any new updates or new releases on the servers for the City. Ethosoft requests that the City provide access to the server for any support needed within 24 hours. Most issues will be completed within 72 hours. Support response times are within 1 hour for production-down issues and within 2 hours for high-priority issues during normal business hours. In the case of emergencies, Ethosoft is available to travel on-site upon agreement of both parties. If such an event occurs, the City will be responsible for travel expenses and costs. At any given time, Ethosoft will have at least 5 employees that can provide technical support. Support and Maintenance costs: to be purchased annually based on fund availability. X-LIMS Support and Maintenance 1 Annual Support and Maintenance Contract (Year 1- free) No Charge 2 Annual Support and Maintenance Contract (Year 2) $15,562.50 3 Annual Support and Maintenance Contract (Year 3) $16,029.38 4 Annual Support and Maintenance Contract (Year 4) $16,510.26 5 Annual Support and Maintenance Contract (Year 5) $17,005.56 6 Annual Support and Maintenance Contract (Year 6) $17,515.73 7 Annual Support and Maintenance Contract (Year 7) $18,041.20 8 Annual Support and Maintenance Contract (Year 8) $18,582.44 9 Annual Support and Maintenance Contract (Year 9) $19,139.91 10 Annual Support and Maintenance Contract (Year 10) $19,714.11 Professional Services Agreement 8513 Laboratory Information System Page 21 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Professional Services Agreement 8513 Laboratory Information System Page 22 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 New insurance EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. Professional Services Agreement 8513 Laboratory Information System Page 23 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: Professional Services Agreement 8513 Laboratory Information System Page 24 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s Professional Services Agreement 8513 Laboratory Information System Page 25 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. Professional Services Agreement 8513 Laboratory Information System Page 26 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT D FORT COLLINS EXPENSE GUIDELINES Lodging, Per Diem Meals and Incidentals and Other expenses: January 1, 2017 Lodging: • Hotels will be reimbursed at $109/day provided the government rate is available. If the government rate is not available, the best available rate shall be used and a printout of the available rates at the time of the reservation provided as documentation. • Hotel taxes do not count to the $109 limit, i.e. the rate is $109 plus applicable taxes. • Receipts are to be provided. • Actual expense will apply Meals and Incidentals: In lieu of requiring expense receipts, Fort Collins will use Federal GSA per diem guidelines. • Daily rate: $59 • Travel Days rate: 75% of $59 = $44.25 Vehicle Expenses: • All costs related to rental vehicles (gas, parking, etc.) must be documented if they are to be reimbursed. The standard for vehicle size is mid-size to lower. • If a private vehicle is used, mileage will be reimbursed using the mileage rate set by the IRS. The most direct route is the standard for determining total mileage. • Mileage for 2 wheel drive vehicles will be at the current rate found at www.gsa.gov. The rate for 2017 is $0.535. • Mileage for 4 wheel drive vehicles will be $0.78 when required by the City of Fort Collins. Extra Ordinary Cost • Prior authorization required. Expenses Not Allowed • Liquor, movies, or entertainment (including in-room movies); • Sporting events; • Laundry, dry-cleaning or shoe repair; • Personal phone calls, including connection and long-distance fees; • Computer connections (unless required for City business); • Other personal expenses not directly related to City business; • Convenience charges; • Rescheduling Airline Charges not related to City requirements. • Excessive meal tip amounts generally over 20%; • Delivery fees shall not exceed 10% of the total bill, if not already included; • Hotel Cleaning Tips; • Extra Baggage for one day trips; • Air Travel (when local); • Items that are supplied by the City. Professional Services Agreement 8513 Laboratory Information System Page 27 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Time Frame for Reporting • Per contract (every 30 days). Reference: The Federal GSA guidelines for Fort Collins are $109/day for hotel and $59 for meals and incidentals (M&IE). (Incidentals are defined as 1) fees and tips given to porters, baggage carriers, bellhops, hotel maids, stewards or stewardesses, and 2) transportation between places of lodging or business and places where meals are taken). Hotel taxes (i.e. lodging taxes) are not covered by per diem and are expensed as a separate line item. The M&IE is further broken down by: • Breakfast: $13 • Lunch: $15 • Dinner: $26 • Incidentals: $5 Federal guidelines further provide for the use of 75% of the M&IE rate for travel days, i.e. $44.25 for Fort Collins. Professional Services Agreement 8513 Laboratory Information System Page 28 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT E 8513 LABORATORY INFORMATION SYSTEM ADDENDUM 1 Professional Services Agreement 8513 Laboratory Information System Page 29 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Addendum 1 Page 1 of 1 ADDENDUM NO. 1 SPECIFICATIONS AND CONTRACT DOCUMENTS Description of RFP 8513: LABORATORY INFORMATION SYSTEM OPENING DATE: 3:00 PM (Our Clock) APRIL 10, 2017 To all prospective bidders under the specifications and contract documents described above, the following changes/additions are hereby made and detailed in the following sections of this addendum: Exhibit 1 – Questions & Answers Please contact Pat Johnson, CPPB, Senior Buyer at (970) 221-6816 with any questions regarding this addendum. RECEIPT OF THIS ADDENDUM MUST BE ACKNOWLEDGED BY A WRITTEN STATEMENT ENCLOSED WITH THE BID/QUOTE STATING THAT THIS ADDENDUM HAS BEEN RECEIVED. Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing Professional Services Agreement 8513 Laboratory Information System Page 30 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Q1: The LIMS RFI mentioned the following possible interfaces: “Microsoft Office 2010, Agilent ICP/MS and GC/MS instrumentation, and other laboratory instrumentation.” Will any of these systems need to be upgraded/replaced in the next five years? If so, which ones? A1: An upgrade to Office 365 is planned for Fall 2017. The WQL plans to purchase a replacement Total Organic Carbon instrument in 2017. Q2: What vendors responded to the LIMS RFI #8443? A2: Accelerated Technologies Laboratories, Autoscribe Informatics, Chemware, Ethosoft, LabVantage Solutions, and Main Street Computing. Q3: Does the utilities district have any other upcoming technology plans? A3: We are using IBM Maximo Asset Management. There may be some integration with LIMS on the Maximo side. Q4: How many concurrent user licenses are required? A4: We expect approximately 33 total users. Please explain your methodology on how to determine the number of concurrent users. Q5: How many field users? A5: Approximately 12 total field users. Q6: Are there any internal or external system interfaces needed? Will any require bi-directional interfacing? A6: Please refer to item 7.1 on the Functional Requirements Spreadsheet. It is possible that the WQL will want to interface with the Customer Information System (CIS) to track drinking water complaints. Q7: Is any data migration required? If so, in what format? A7: Migration of sample information and sample sites will be required. Historical data migration will not be required, but will be considered. The data formats will be .csv and/or text files. The amount of data that we are considering migrating is seven years of WQL data (approximately 484,042 data points), three years of PCL data (approximately 72,061 data points), and seven years of WTF Operations Lab data (approximately 94,000 data points). Q8: Are any custom reports required? If so, are examples available? A8: Custom reports will not be required, but will be considered. Examples are included as Attachment 1 at the end of this addendum. Professional Services Agreement 8513 Laboratory Information System Page 31 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Q9: How many contract laboratory imports are needed? A9: The WQL uses four different contract labs, the PCL uses two different contract labs, and the WTF Operations Lab uses one contract lab. Please explain if different imports will be needed for each contract lab, or if one import will be used for all contract labs (i.e., an EDD format that we will send to the contract labs). Q10: What level of validation testing is required? Will vendors be required to perform OQ/PQ, or simply provide test scripts? A10: Please provide descriptions of different validation testing levels and prices. Yes, vendors will be required to perform OQ/PQ and provide test scripts. Q11: The very first requirement asks for a web-browser based system and is rated as critical. Are you saying that you will only consider solutions with a web browser UI and that any other remote access technology (even if hosted) would be rejected? If so, can you explain the background on this decision? What functionality is desired of the web component – full LIMS access, or customer report access? Is your preference to host such a system yourself? A11: We will consider solutions both with web browser UI and remote access technology and proposing one or the other will not cause your proposal to be rejected. Q12: Are the WQL, PCL, WTF laboratories located in the same physical facility or separate location? Which locations have users who require access to the full LIMS functionality (as opposed to results just viewing and/or online sample submission)? How many sites require onsite training or can all users come to a centralized training location? A12: The PCL is located at the Drake Water Reclamation Facility, 3036 Environmental Drive, Fort Collins, CO 80525. The WQL and the WTF Process Control Laboratory are both located at the Water Treatment Facility, 4316 Laporte Avenue, Fort Collins, CO 80521. All three laboratories have users who will require access to the full LIMS functionality. All users will be able to attend training at a centralized training location as long as each laboratory’s requirements will be addressed during the training. Q13: Is this LIMS software already budgeted for 2017 and if so, what is the amount? A13: Yes, the LIMS software is budgeted for 2017 at a maximum of $300,000. Q14: Technical Requirement 38.4: For this requirement, could you provide detailed information and examples about accounting reports and whether or not partial payments for a specific invoice would be required? A14: Partial payments for a specific invoice would not be required. An example of an accounting report has been attached at the end of this addendum. Professional Services Agreement 8513 Laboratory Information System Page 32 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Q15: We would like to request a detailed sample of all the reports requested. A15: See Q8, above. Q16: Technical Requirement 39.8: Could you define what an on-boarding and off-boarding presentation is? A16: An on-boarding presentation would be a kick off meeting for the project and would include a review of the project charter, the organizational chart, the contact list, and introductions of key personnel. An off-boarding presentation would provide an orderly transition of responsibilities and may include documentation of tasks, contact information for outside vendors, and other knowledge that might be lost during transition and a compilation of specific files, records, and emails related to the project that should be retained. Professional Services Agreement 8513 Laboratory Information System Page 33 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Attachment 1 Examples of Custom Reports Professional Services Agreement 8513 Laboratory Information System Page 34 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 35 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 36 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 37 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 38 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 39 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 40 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 41 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 42 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 43 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 44 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 45 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 46 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 47 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 48 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 49 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Attachment 2 Examples of Invoices Professional Services Agreement 8513 Laboratory Information System Page 50 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Professional Services Agreement 8513 Laboratory Information System Page 51 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT F RFP 8513 LABORATORY INFORMATION SYSTEM RFP Professional Services Agreement 8513 Laboratory Information System Page 52 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 1 of 53 REQUEST FOR PROPOSAL 8513 LABORATORY INFORMATION SYSTEM The City of Fort Collins is requesting proposals from qualified firms to provide and install a Laboratory Information System (LIMS). As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit hard copy proposals instead, nine (9) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock), May 10, 2017 and referenced as Proposal No. 8513. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. Questions concerning the project should be directed to Pat Johnson, CPPB, Senior Buyer at pjohnson@fcgov.com in written format. Please format your e-mail to include: 8513 LIMS in the subject line. The deadline for question submittal is April 24, 2017 at 4:00 pm. A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/City-of-fort-collins. The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. Firms are allowed to submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, the firm will redact all text and/or data that it wishes to be considered confidential and denote the information as “proprietary” or “confidential”. Information considered proprietary is limited to material treated as confidential in the normal conduct of business, trade secrets, discount information, and individual product or service pricing. Summary price information may not be designated as proprietary as such information may be carried forward into other public documents. New Vendors: The City requires new vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for Direct Deposit (Electronic) payment. If needed, the W-9 form and the Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing Professional Services Agreement 8513 Laboratory Information System Page 53 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 2 of 53 Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision- making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Sustainability: Consulting firms/teams participating in the proposal are to provide an overview of the organization’s philosophy and approach to Sustainability. In no more than two (2) pages please describe how your organization strives to be sustainable in the use of materials, equipment, vehicles, fuel, recycling, office practices, etc. The City of Fort Collins incorporates the Triple Bottom Line into our decision process by including economic (or financial), environmental, and social factors in our evaluation. Sincerely, Gerry S. Paul Purchasing Director TABLE OF CONTENTS Page I. BACKGROUND AND OBJECTIVE 4 II. SCOPE OF PROPOSAL 5 III. PROPOSAL SUBMITTAL 8 IV. REVIEW AND ASSESSMENT 11 ATTACHMENTS Attachment 1 - Proposal Acknowledgement Professional Services Agreement 8513 Laboratory Information System Page 54 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 3 of 53 Attachment 2 – Sample Professional Services Agreement Exhibit A: Insurance Requirements Exhibit B: Confidentiality Exhibit C: Fort Collins Expense Guidelines Attachment 3: Sample Software License & Maintenance Agreement Attachment 4: Pricing Instructions Attachment 5: Non-Disclosure Agreement Attachment 6: Instruments List Attachment 7: Functional Requirements Spreadsheet Issued separately Attachment 8: Pricing Workbook Issued separately Professional Services Agreement 8513 Laboratory Information System Page 55 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 4 of 53 I. BACKGROUND AND OBJECTIVE A. BACKGROUND Fort Collins is a vibrant community of approximately 151,000 located 65 miles north of Denver, at the base of the foothills of the Rocky Mountains. The City is 56 square miles in size and is the northern extension of the “Colorado Front Range” urban corridor. The City’s population includes over 24,000 college students. City of Fort Collins Utilities serves more than 65,000 (both single family and multi-family) electric customers with total annual sales of approximately 1,500 gigawatt-hours. The City Utility also provides water, wastewater, stormwater and financing services. More information about Fort Collins Utilities can be found at fcgov.com/utilities. Within this group of residential customers, approximately 26,000 single family homes also receive water services. Utilities has three laboratories, the Water Quality Laboratory (WQL), the Pollution Control Laboratory (PCL), and the Water Treatment Facility (WTF) Process Control Laboratory and provides services in analytical and operational support for the City’s Water Treatment and Water Reclamation Facilities as well as other governmental agencies within and outside of the City. Analyses performed in the laboratories include organic, metal, microbiological, and wet chemistry. Laboratory instrumentation includes gas chromatographs (GC), GC/mass spectrometers (MS), inductively coupled plasma (ICP)/MS, total organic carbon analyzers, ion chromatographs, flow injection analyzers, continuous segmented flow analyzers, spectrophotometers, turbidimeters, mercury analyzers, digital microscopes, pH meters, dissolved oxygen meters, conductivity meters, ion selective electrode meters, autotitrators, balances, dynamic imaging particle analyzers (i.e., Flow Cam), zetasizer, amperometric titrators, sondes, and tablets used for field measurements (e.g., free available chlorine, pH, temperature). Instruments may or may not possess computer controlled ancillary equipment in addition to their primary detection and recording function. A list of the instruments the City would like to connect to LIMS is included as Attachment 6. The following are approximate measures associated with the laboratories: Number of Samples per Month 2192 Number of Laboratory Users 33 Number of Outside Customers 25 Number of Instrument Types 36 The City of Fort Collins is a Windows environment with most users running Windows 7 and a plan to upgrade to Windows 10 as a City Standard soon. Most new workstations deployed are 64 bit and use Outlook/Active Directory. We use Chrome, Internet Explorer and Firefox for browsing. We are mostly a Windows 2008 R2 server environment with some Virtual VMware Virtual Platform Servers. We have applications that run with Oracle, SQL Server and some MySQL databases. We run Oracle client 11g R2 and 12c. IT is run from a centralized division with divided groups that support NetComm, IT Applications, Desktop Support, Security, Web Development, DBA, GIS, Server Support, GIS and Change Management. B. OBJECTIVE The goal of the City of Fort Collins (City) in issuing this Request for Proposal (RFP) is to solicit offers from experienced Laboratory Information Management System (LIMS) vendors for the purpose of replacing both of the two existing LIMS with one system. As a result of this RFP, the Professional Services Agreement 8513 Laboratory Information System Page 56 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 5 of 53 City expects to receive and evaluate responses, select vendors for onsite demonstrations, and select a single vendor to enter into a contract with the City for the implementation of a LIMS, including support and maintenance. II. SCOPE OF PROPOSAL A. SCOPE OF WORK Provide professional services to effectively guide the City through design, configuration, testing, deployment, and on-going support of the LIMS application to successful long term operation with capability, knowledge and experience that include: 1. Project Management to include definition and adherence to project’s scope, schedule, quality, and cost as well as supporting related communications with all levels within Utilities through the implementation. 2. Coordinate Vendor responsibilities with the City’s project manager including project weekly status reporting and schedule inputs. 3. Document the City’s configuration requirements for the application. 4. Document the system hardware and software requirements, specifications, and architecture (server, database) using a Functional Specifications Document and a Technical Specs Document. 5. Assist in developing a change management plan. 6. Assist in developing a business continuity/disaster recovery plan. 7. Contribute to creating a security plan. 8. Migrate historical data to new system. 9. Configure the application accurately and completely to design requirements. 10. Complete Vendor unit testing on the configured application. Maintain Requirements Traceability Matrix. 11. Deploy the configured application to the City’s environment. 12. Support integration and user acceptance testing. 13. Develop a testing plan and scripts. 14. Troubleshoot deficiencies identified during testing. 15. Resolve any deficiencies in the core code and/or configured application relative to the design specifications promptly. Retest, or support retesting, as needed. 16. Provide training services. The LIMS system should include, but not necessarily be limited to, the following list of features: 1. The ability to forecast sample loads and perform pre-scheduling 2. The ability to recall, export, and/or graph data from certain sample sites, projects, and customers 3. A mechanism to inventory levels of chemicals, reagents, standards, and supplies, and monitor expiration dates Professional Services Agreement 8513 Laboratory Information System Page 57 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 6 of 53 4. A mechanism for analysts to quickly associate instruments, reagents, solutions, and standards used with each analytical batch or result 5. A reliable mechanism to transfer laboratory instrument data to and from LIMS without the need to manually enter data 6. Quality Assurance enhancements allowing results to be reviewed and flagged as specified by control charts or Standard Operating Procedure requirements 7. An effective and efficient process for peer and supervisory level review and approval of laboratory data 8. A mechanism to improve data quality while maximizing the efficiency of laboratory personnel 9. Support of data acquisition devices (e.g., barcode reader, hand held devices) 10. Security measures A complete list of all of the functional requirements to be addressed in response to the RFP is included as Attachment 7. B. MINIMUM MANDATORY REQUIREMENT Vendor’s proposal will be reviewed to determine if it meets Minimum Mandatory Requirement for further consideration. If it is concluded by the City that Vendor’s proposal does not meet the Minimum Mandatory Requirement, the proposal will be considered non-responsive and will not receive any further consideration. This review shall be based on the sole determination of the City, and the conclusions of this review shall be final. Vendor is advised that they shall not have the opportunity to address any deficiencies after the RFP due date. Proposal should be complete and clearly include the required information described below. Vendor must have successfully implemented a LIMS in an environmental lab within the last 3-5 years. Provide data to support environmental lab implementation. C. USE OF SUB-CONSULTANTS /PARTNERS There may be areas for use of sub-consultants or partners from the award of this RFP. Vendors will be responsible for identifying the sub-consultants necessary during the scope of work negotiation. Please keep in mind that the City will contract solely with the Vendor, therefore sub- consultants/partners remain the sole responsibility of the Vendor. Fort Collins staff retains the right for final approval of all staffing and sub-consultant personnel decisions throughout the lifecycle of the contract. D. FUNCTIONAL REQUIREMENTS Complete the Functional Requirements Attachment 7 and return as a separate document in Excel format. Concise descriptions of functionality and comments are encouraged. This is the Vendor’s opportunity to demonstrate your understanding of the City’s business needs and your ability to meet them. E. MILESTONES & PAYMENT Professional Services Agreement 8513 Laboratory Information System Page 58 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 7 of 53 The City of Fort Collins agrees to pay the awarded Vendor(s) for work based on the milestones agreed upon in the agreement scope of work. Vendors shall propose recommended milestones. Vendors shall provide a GANTT type chart showing the schedule, including milestones. Payment for work completed shall be paid to the Vendor upon completion of milestones and submittal of a correct invoice by the Consultant. All invoices submitted by the Consultant shall be directed to the City Project Manager for review and authorization of payment. F. PRICING & LICENSING See attached Pricing Instructions. Estimated proposal prices are not acceptable. Offers submitted must include all related costs. Any costs not included as part of the offer will be disallowed. G. MAINTENANCE & SUPPORT The City will require fixed maintenance fees for five (5) years, at a minimum, following implementation. Provide costs for maintenance and support for each year for ten years. Price increases for years beyond the initial 5 years will be capped by a mutually-agreed upon percentage increase, identified in Vendor’s proposal. H. KEY AREAS OF RESPONSIBILITY FOR NEW PURCHASE Vendors are to identify key personnel who will execute the project and duties as identified in this RFP. Provide sub-consultant information as well. City personnel desire to be involved as much as possible, please address our involvement. I. PROJECT ACCEPTANCE Vendor is to provide written documentation to City upon completion of milestone(s). Acceptance of milestones shall occur upon City’s written approval to the Vendor that the milestone has been reached satisfactorily and that the software substantially complies with the specifications set forth for that milestone. A requirement of the Vendor is completion of a “Final System Acceptance” test. After all milestones have been received and are in production, the Vendor shall ensure a fully functioning system for one (1) month after the first successful, complete month of LIMS operations. For the purpose of this RFP, successful is defined as including, but not limited to, LIMS operations over the course of a month (without any errors due to the application) and no outstanding system development or customizations. The City may designate a one (1) month window to measure performance of the system in accordance with predefined performance criteria. The project is not considered complete and the Vendor will not be released from their obligations until this final acceptance test is conducted and the City formally accepts the system in writing. J. AGREEMENT Provide samples of Vendor’s Software License Agreement and Maintenance Agreement. A sample copy of the Agreements the City may use to contract for the services specified in this RFP are included for your review. The attached contracts are only a sample and are not to be completed as part of the proposal. It is the intent of the City to incorporate the RFP documents, Professional Services Agreement 8513 Laboratory Information System Page 59 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 8 of 53 RFP Response, any presentation or hand-out materials provided in the selection process and Best and Final Offer (BAFO) in the Agreement. Please note in your proposal any exceptions to the contracts. Any material exceptions to the contracts may be grounds for considering a proposal non-responsive. K. TRAINING Vendors are to provide an overview of proposed training plan/strategy, specifying how, when, and where training is to be delivered. Please include the various levels of training that are offered. Provide costs for all options available. L. SCHEDULE The City has established the target schedule shown below for the RFP. The City reserves the right to amend the target schedule at any time. RFP issuance: April 14, 2017 Question deadline: April 24, 2017 Proposal due date: May 10, 2017 Interviews/Demos (tentative): June 12, 13 & 14 Completion of project: December 31, 2017 M. FINANCIAL QUALIFICATIONS (CONFIDENTIAL) Firms are to submit the following information in a separate file for review by the Director of Purchasing. Documents listed here will be kept confidential. Provide a recent financial statement (audited if possible) including balance sheet and income statement showing: 1. Current assets 2. Other assets 3. Current liabilities 4. Other liabilities 5. Fixed assets and equipment 6. Banking Reference (Provide name, address and phone number) N. NON-DISCLOSURE AGREEMENT A sample copy of the Non-Disclosure Agreement the City may use for the services specified in this RFP is included for your review. The attached document is only a sample and is not to be completed as part of the proposal submittal. O. INTERVIEWS/DEMONSTRATIONS In addition to submitting a written proposal, finalists may be interviewed by the City of Fort Collins and asked to participate in an oral presentation about their company and approach to the project. Included in this interview will also be a demonstration of the LIMS solution and its capabilities. Selected Vendors should be prepared to provide a demonstration of their product. The demonstration process will be scheduled in a time-block to be determined and communicated with the shortlist vendors. All required product operation and features will be reviewed along Professional Services Agreement 8513 Laboratory Information System Page 60 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 9 of 53 with day to day functionality. In the event your firm is selected to proceed to an oral interview/onsite demonstration phase, travel onsite to Fort Collins is required, but not billable to the City. The dates of the interviews are stated in the schedule above. Should your firm have a conflict, please document that in the Executive Summary of your response. The primary Project Manager who will be working with the City will be expected to be at the interview. P. SECURITY In the event the City hosts the chosen system, Vendor policies surrounding the following are of concern to us: public networks, system and data security, audit and accountability, identification and authentication, resiliency, personnel security, and system and information integrity. The City seeks evidence that Vendors meet the NIST 800-53 standards. III. PROPOSAL SUBMITTAL For this section, vendors are required to provide detailed written responses to the following items in the order outlined below. The responses shall be considered technical offers of what vendors propose to provide and shall be incorporated in the contract award as deemed appropriate by The City. A proposal that does not include all of the information required may be deemed incomplete and may be subject to rejection. Font shall be a minimum of 10 Arial and margins are limited to no less than .75 for sides and top/bottom. Please, no embedded documents. Responses must include all of the items in the order listed below. It is suggested that the Consultants include each of the City’s questions with their response immediately following the question. The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal. A. EXECUTIVE SUMMARY The Executive Summary should highlight the content of the proposal and features of the program offered, including a general description of the program and any unique aspects or benefits provided by your firm. B. VENDOR INFORMATION AND EXPERIENCE The Vendor should provide the following information: 1. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). 2. Describe the Company’s business and background, including the size, location, capacity, type of firm, details about ownership and year established. 3. Describe the company’s structure, including an organizational chart, which illustrates leadership and roles. 4. Complete the Proposal Acknowledgement form. C. MINIMUM MANDATORY REQUIREMENT Professional Services Agreement 8513 Laboratory Information System Page 61 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 10 of 53 Clearly state in this section or clearly identify where in the proposal Vendor believes they have fulfilled the Minimum Mandatory Requirement: Vendor must have successfully implemented a LIMS in an environmental lab within the last 3-5 years. Provide data to support environmental lab implementation. Provide a description of the work performed. Include the owner’s name, title of project, beginning price, ending price, contact name, email and phone number, sub-consultants on the team and a brief description of the work and any change orders. D. FUNCTIONAL REQUIREMENTS Complete the Functional Requirements Attachment and return as a separate document in Excel format. Concise descriptions of functionality and comments are encouraged. This is the Vendor’s opportunity to demonstrate your understanding of the City’s business needs and your ability to meet them. E. SCOPE OF PROPOSAL 1. Provide a narrative of the project implementation methodology your firm proposes to use if awarded the contract. The narrative should include any options that may be beneficial for the City to consider. In the narrative, provide a summary of typical durations to complete each step. 2. Provide a sample scope of work (SOW) that documents the tasks associated with your implementation methodology. The scope should identify Vendor responsibilities, City responsibilities, deliverables/artifacts for each task, and a description of the expected level of effort (time and roles) you expect City to provide for each task. 3. Describe the methods and timeline of communication of project status your firm will use with the City’s Project Manager and other members of the Project team. Identify the project collaboration site/software to be used. 4. Describe the use of templates or pre-configured forms, if available, to speed implementation. Summarize the process of modifying these templates to meet the City’s needs. 5. Provide recommended schedules for implementation, complete with payment milestones. 6. Detail your firm’s support & maintenance plan. 7. Identify the training options your firm provides. 8. Address your firm policies and practices surrounding the following (in respect to NIST 800- 53): public networks, system and data security, audit and accountability, identification and authentication, resiliency, personnel security, and system and information integrity. Provide previous examples addressing security. 9. How often do you migrate data for clients? Explain the process and issues you’ve come across. F. VENDOR CAPABILITIES/ASSIGNED PERSONNEL Provide relevant information regarding previous experience related to this or similar Projects, to include the following. 1. Brief Company History including number of years in business. 2. Describe the Company’s business and background, including the size, location, capacity, type of firm, details about ownership and year established. Professional Services Agreement 8513 Laboratory Information System Page 62 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 11 of 53 3. Provide an Organization Chart/Proposed Project Team: An organization chart containing the names of all key personnel and sub-consultants with titles and their specific task assignment for this Agreement shall be provided in this section. 4. Provide references to support environmental lab implementation. If the Vendor is a reseller/implementer of a third-party product, these references must be for the Vendor, not the third-party product. Include the following information for three (3) or more recent references with projects completed in the past five (5) years : a. Name of firm b. Name and title of contact, phone number and email address c. Relevant services provided d. Contract amount, cost at completion and change order information (explain why the change occurred and additional costs e. Original schedule and actual completion time for each change order f. Identify the staff on each of these reference projects. Are they the staff proposed to work on the City’s project? 5. If you intend to utilize sub-consultants, please provide answers to question #4 for the sub- contractors. Provide résumés for their key personnel and examples of at least two projects where you’ve worked with your sub-consultants. Identify their area(s) of expertise. Identify the portion of work that is intended to be sub-contracted. 6. Provide a list of projects completed in the last five (5) years by the key members of the proposed team. 7. Include a résumé for each professional and technical person assigned to the project, including partners and/or sub-consultants, shall be submitted. The résumés shall include at least three individual references from previous assignments. Please limit résumés to one page. 8. Provide a list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the consulting services described above. 9. Describe the availability of project personnel to participate in this project in the context of the vendor firm’s other commitments. 10. Disclose any current or past litigation, contractual disputes or early terminations as related to over payment or performance. 11. Provide details on your firm’s commitment to quality and attention to detail. Explain the processes your team will use to assure delivery of a high quality finished product. G. SUSTAINABILITY/TBL METHODOLOGY In no more than two (2) pages please describe how your organization strives to be Sustainable in the use of materials, equipment, vehicles, fuel, recycling, office practices, etc.. Address how your firm incorporates Triple Bottom Line (TBL) into the workplace, see below in Section IV: Review and Assessment for additional information. H. PRICE (LICENSES, SERVICES, ESTIMATED TRAVEL EXPENSES, ETC.) Complete the sheets in the pricing workbook (Attachment 8). Further, please include any reimbursable expenses and applicable mark-ups that would apply to this contract. In your response to this proposal, please provide the following: Professional Services Agreement 8513 Laboratory Information System Page 63 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 12 of 53 1. Estimated Hours by Task: Provide estimated hours for each proposed task by job title and employee name, including the time required for meetings, conference calls, etc. 2. All direct costs (i.e., travel, printing, postage, etc.) specifically attributed to the project and not included in the billing rates must be identified. 3. Travel expenses will be reimbursable as per the attached Fort Collins Expense Guidelines. Provide an estimate of the number of trips, by position, by phase. Vendor will be required to provide original receipts to the City for all travel expenses. 4. Vendor shall include a current fee schedule by category of employee and job title to be used during the term of the Agreement. Fee schedule will be used as a basis for determining fees should additional services be necessary. Include a per-meeting rate in the event additional meetings are needed. A fee schedule for sub-consultant(s), if used, shall be included. 5. Provide costs for all training options available. In Attachment 8, Vendor will add hour estimates for project management and user acceptance testing (4 weeks schedule duration for user acceptance testing). Also identify specific line items your methodology requires, not included above. I. ADDITIONAL INFORMATION Provide any information that distinguishes Vendor from its competition and any additional information applicable to this RFP that might be valuable in assessing Vendor’s proposal. Explain any concerns Vendor may have in maintaining objectivity in recommending the best solution for The City. All potential conflicts of interest must be disclosed. IV. REVIEW AND ASSESSMENT A. SELECTION PROCESS The evaluation process is anticipated to be a multistep process that will lead to a narrowing of Vendors in each step for final consideration and selection. Depending upon number of qualified proposals and results of evaluations, individual steps described below may be combined or modified as Fort Collins determines is in the best interest of the Fort Collins selection process. Anticipated steps in the selection process are: 1. Evaluation based on Vendor’s minimum mandatory requirements. 2. Evaluation based on Vendor’s written proposal. 3. Evaluation based on Vendor Interviews including the Best and Final Offer (BAFO). 4. Evaluation based on Reference calls. B. WRITTEN & ORAL EVALUATION Vendor firms will be evaluated on the following criteria. These criteria will be the basis for review and assessment of the written proposals, the Best and Final Offer (BAFO), the interview session and the optional reference calls. At the discretion of the City, interviews of the top rated firms may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. This review shall be based on the sole determination of Fort Collins Utilities and the conclusions of this review by Fort Collins shall be final. Professional Services Agreement 8513 Laboratory Information System Page 64 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 13 of 53 WEIGHTING FACTOR QUALIFICATION STANDARD 30% Functionality Individual requirements are scored based on the vendor product’s stated ability to meet City’s needs. 20% Scope of Proposal Does the proposal address all elements of the RFP? Are there any exceptions to the specifications, scope of work, or agreement? Does the proposal follow proposal format directions, adequately address all topics and show an understanding of the project objectives, methodology to be used and results that are desired from the project? Does the Vendor’s implementation methodology and scope of work demonstrate an acceptable approach and understanding of the complexities of an implementation across multiple departments and user groups? Does the scope of work communicate what is expected of the City and what will be delivered in each task? Can the work be completed in the necessary time? 25% Vendor Capabilities/Assign ed Personnel Do the persons who will be working on the project have the necessary skills and qualifications? Are sufficient people of the requisite skills and qualifications assigned to the project? Does the firm have the resources, financial strength, capacity and support capabilities required to successfully complete the project on-time and in-budget? Has the firm successfully completed previous projects of this type and scope? Are other qualified personnel available to assist in meeting the project schedule if required? 5% Sustainability/TBL Methodology Does the firm demonstrate a commitment to Sustainability and incorporate Triple Bottom Line methodology in both their Scope of Work for the project, and their day-to-day business operating processes and procedures? 20% Price (Licenses, Services, and Estimated Travel Expenses) &Work Hours Does the proposal included detailed cost break-down for each cost element as applicable and are the line- item costs competitive? Do the proposed cost and work hours compare favorably? Does the licensing approach meet the City’s needs? Are the work hours presented reasonable for the effort required by each project task? Are travel estimates reasonable? Professional Services Agreement 8513 Laboratory Information System Page 65 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 14 of 53 Definitions Sustainable Purchasing is a process for selecting products or services that have a lesser or reduced negative effect on human health and the environment when compared with competing products or services that serve the same purpose. This process is also known as “Environmentally Preferable Purchasing” (EPP), or “Green Purchasing”. The Triple Bottom Line (TBL) is an accounting framework that incorporates three dimensions of performance: economic, or financial; environmental, and social. The generally accepted definition of Andrew Savitz for TBL is that it “captures the essence of sustainability by measuring the impact of an organization’s activities on the world…including both its profitability and shareholders values and its social, human, and environmental capital.” C. BEST AND FINAL OFFER At the time of interviews, Vendors will have the opportunity to improve the value of the proposal for services being submitted to the City. Examples of such enhancements that may be offered would include additions to Vendor team offered in proposal, enhancements that might improve any of the Evaluation Criteria considerations described above. D. REFERENCE EVALUATION (TOP RATED FIRM) The City may check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Vendor again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Vendor responsive to client needs; did the Vendor anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Vendor administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? Professional Services Agreement 8513 Laboratory Information System Page 66 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 15 of 53 ATTACHMENT 1 PROPOSAL ACKNOWLEDGEMENT Consultant hereby acknowledges receipt of the City of Fort Collins Utilities’ Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, the Consultant hereby makes the following representations to Utilities: a. All of the statements and representations made in this proposal are true to the best of the Consultant’s knowledge and belief. b. The Consultant has obtained all necessary authorizations and approvals that will enable the Consultant to commit to the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 180 days from the date hereof. d. I further agree that the method of award is acceptable to my company. e. I also agree to complete the proposed Agreements with the City of Fort Collins within 30 days of notice of award. f. If contract is not completed and signed within 30 days, City reserves the right to cancel and award to the next highest rated firm. g. I acknowledge receipt of addenda. Consultant Firm Name: Physical Address: Remit to Address: Phone: Authorized Agent of Firm Name: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: Professional Services Agreement 8513 Laboratory Information System Page 67 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 16 of 53 ATTACHMENT 2 SAMPLE PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and , hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of ( ) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of ( ) pages, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence , 200 , and shall continue in full force and effect until , 200 , unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Attn: City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory Professional Services Agreement 8513 Laboratory Information System Page 68 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 17 of 53 performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit , consisting of one (1) page, attached hereto and incorporated herein. 6. Compensation. [Use this paragraph or Option 1 below.] In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional a fixed fee in the amount of ($ ) plus reimbursable direct costs. All such fees and costs shall not exceed ($ ) in accordance with Exhibit “ ”, consisting of ( ) page , attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 7. Compensation. [Option 1] In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit “ ”, consisting of ( ) page , attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed ($ ). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 8. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Professional Services Agreement 8513 Laboratory Information System Page 69 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 18 of 53 Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 9. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 10. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older then the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 11. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 12. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 13. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must Professional Services Agreement 8513 Laboratory Information System Page 70 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 19 of 53 be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 14. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 15. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 16. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 17. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 18. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Professional Services Agreement 8513 Laboratory Information System Page 71 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 20 of 53 19. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Professional Services Agreement 8513 Laboratory Information System Page 72 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 21 of 53 e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit " " - Confidentiality, consisting of one (1) pages, attached hereto and incorporated herein by this reference. Professional Services Agreement 8513 Laboratory Information System Page 73 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 22 of 53 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: PROFESSIONAL'S NAME By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Professional Services Agreement 8513 Laboratory Information System Page 74 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 23 of 53 EXHIBIT A INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Professional Services Agreement 8513 Laboratory Information System Page 75 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 24 of 53 EXHIBIT B CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Professional Services Agreement 8513 Laboratory Information System Page 76 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 25 of 53 EXHIBIT C FORT COLLINS EXPENSE GUIDELINES Lodging, Per Diem Meals and Incidentals and Other expenses: January 1, 2017 Lodging: Hotels will be reimbursed at $109/day provided the government rate is available. If the government rate is not available, the best available rate shall be used and a printout of the available rates at the time of the reservation provided as documentation. Hotel taxes do not count to the $109 limit, i.e. the rate is $109 plus applicable taxes. Receipts are to be provided. Actual expense will apply Meals and Incidentals: In lieu of requiring expense receipts, Fort Collins will use Federal GSA per diem guidelines. Daily rate: $59 Travel Days rate: 75% of $59 = $44.25 Vehicle Expenses: All costs related to rental vehicles (gas, parking, etc.) must be documented if they are to be reimbursed. The standard for vehicle size is mid-size to lower. If a private vehicle is used, mileage will be reimbursed using the mileage rate set by the IRS. The most direct route is the standard for determining total mileage. Mileage for 2 wheel drive vehicles will be at the current rate found at www.gsa.gov. The rate for 2017 is $0.535. Mileage for 4 wheel drive vehicles will be $0.78 when required by the City of Fort Collins. Extra Ordinary Cost Prior authorization required. Expenses Not Allowed Liquor, movies, or entertainment (including in-room movies); Sporting events; Laundry, dry-cleaning or shoe repair; Personal phone calls, including connection and long-distance fees; Computer connections (unless required for City business); Other personal expenses not directly related to City business; Convenience charges; Rescheduling Airline Charges not related to City requirements. Excessive meal tip amounts generally over 20%; Delivery fees shall not exceed 10% of the total bill, if not already included; Hotel Cleaning Tips; Extra Baggage for one day trips; Air Travel (when local); Items that are supplied by the City. Professional Services Agreement 8513 Laboratory Information System Page 77 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 26 of 53 Time Frame for Reporting Per contract (every 30 days). Reference: The Federal GSA guidelines for Fort Collins are $109/day for hotel and $59 for meals and incidentals (M&IE). (Incidentals are defined as 1) fees and tips given to porters, baggage carriers, bellhops, hotel maids, stewards or stewardesses , and 2) transportation between places of lodging or business and places where meals are taken). Hotel taxes (i.e. lodging taxes) are not covered by per diem and are expensed as a separate line item. The M&IE is further broken down by: Breakfast: $13 Lunch: $15 Dinner: $26 Incidentals: $5 Federal guidelines further provide for the use of 75% of the M&IE rate for travel days, i.e. $44.25 for Fort Collins. Professional Services Agreement 8513 Laboratory Information System Page 78 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 27 of 53 ATTACHMENT 3 SAMPLE SOFTWARE LICENSE AGREEMENT This Software License Agreement (“Agreement”) is entered in to between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation (“City”) and , hereinafter (“Company”), and shall be effective on the date signed by the City. 1. Definitions a. Software. The term “Software” shall mean the computer program in object code and source code and the user manuals described in the specifications set forth in Exhibit “A,” Statement of Work. The term “Software” includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. b. Certificate of Installation. The term “Certificate of Installation” shall mean a written notice, signed by Company and acknowledged by the City, certifying that the Software has been installed, that the Software substantially complies with the specifications set forth in Exhibit “A,” that the software has been fully configured and that the master records (“rules”) for the operation of the program have been established and that the training of City employees is complete. 2. License a. Grant of License. Company grants City, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. b. Authorized Equipment and Site. City shall use the Software on the computers used for City business. c. Restrictions on Use. City agrees to use the Software only for City’s business, including any collaborative services with other governmental entities, provided appropriate licensing fees have been paid to the Company. d. Copies. City may make archival copies of the Software’s computer program, provided that the copies shall include Company’s copyright and any other proprietary notices. e. Modifications, Reverse Engineering. City agrees that only Company shall have the right to alter, maintain, enhance or otherwise modify the Software. City shall not disassemble, decompile or reverse engineer the Software’s computer program. f. User Manuals. Company shall provide City with a minimum of three paper copies and one CD copy of the user manuals, and the manuals shall be updated with each new release of the Software and shall be updated no less than annually. g. Personnel. Company personnel working with the City shall be acceptable to the City. 3. Delivery, Installation, Data Conversion, Testing and Acceptance. All activities related to the implementation of the Software shall proceed in accordance with Exhibit “B”, Implementation Schedule. Each activity listed in Exhibit B shall include both a start date and completion date. In addition, the Implementation Schedule shall incorporate the following specific activities. a. Delivery. Company shall deliver the Software to the City location(s) specified by the Information Services Director of the City within a mutually agreed time after the effective date of this Agreement. Professional Services Agreement 8513 Laboratory Information System Page 79 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 28 of 53 b. Installation. Company shall install the Software at the locations designated. City shall grant Company access to the location(s) and the computer system(s) for the period of time required for such installation. c. Data Conversion. Data conversion, data entry and verification of data shall be completed in accordance with the specifications of City as set forth in Exhibit “A.” d. Testing. City shall have thirty (30) days, commencing upon delivery of the Certificate of Installation, to test the Software for substantial compliance with the specifications set forth in Exhibit “A” (the “Testing Period). City shall provide notice to Company of any failure of the Software to comply with such specifications. Upon receipt of such notice, Company shall use its best efforts to remedy the failure and install a fix within five (5) days. If City provides such notice to Company, the Testing Period, at City’s option, may be extended for thirty (30) days after Company asserts to City that the problem has been fixed. e. Acceptance. Acceptance shall occur (i) upon City’s delivery of notice to Company that the Software substantially complies with the specifications set forth in Exhibit “A”, or (ii) if City does not provide notice of a failure of the Software after thirty (30) days from the close of the Testing Period, then after thirty (30) days after the close of the Testing Period, Acceptance shall be deemed to have occurred. 4. License Fee a. In General. In consideration for the license(s) granted by Company under this Agreement as set forth in Exhibit “C”, Pricing Quotation, City shall pay Company a fee, not to exceed $ . b. Payment Terms. Each installation of the License Fee shall be due and payable in accordance with the Payment Schedule, which is incorporated into Exhibit “B”, Implementation Schedule. All amounts are due thirty (30) days from receipt of invoice by City from Company. 5. Ownership a. Title. City and Company agree that Company owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements or updates to the Software. b. Transfers. Under no circumstances shall City sell, license, publish, display, distribute, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Company’s prior written consent, except in when City is using the Software to provide collaborative services with other governmental entities and the appropriate licensing fees have been paid to the Company for this usage. 6. Confidential Information Company agrees not to use City data except when specifically authorized by City, and to treat all City data as confidential. City agrees to maintain the confidentiality of proprietary information identified as such by Company to the extent allowed by law. 7. Warranty Company warrants to City that for a period of one year commencing upon Acceptance, the Software will substantially comply with the specifications set forth in Exhibit “A.” During this warranty period, Company shall also provide City the support and maintenance services set forth in the Software Maintenance Agreement appended Professional Services Agreement 8513 Laboratory Information System Page 80 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 29 of 53 hereto as Exhibit “D.” After expiration of the warranty period, Company shall provide support and maintenance for the Software pursuant to the terms of such Maintenance Agreement. 8. Indemnification Indemnity Company shall indemnify and hold harmless City from and against any claims, including reasonable legal fees and expenses, based upon infringement of any copyright or patent by the Software. City agrees to notify the Company of any such claim promptly in writing and to allow Company to control the proceedings. City agrees to cooperate fully with Company during such proceedings. Company shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Company may replace, in whole or in part, the software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the infringement. 9. Insurance Company agrees to maintain workers’ compensation and employer’s liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000.00 per occurrence; $1,000,000.00 aggregate’ $1,000,000.00 products and completed operations aggregate 10. Source Code The uninterrupted availability of the Software is critical to City in the operation of its business. Company agrees to provide the source code to the Information Services Director of City. 11. Term and Termination a. Effective Date. This Agreement and the license granted hereunder shall take effect upon the date the City executes this Agreement. b. Termination. City shall have the right to terminate this Agreement upon giving thirty (30) days’ notice. c. Within thirty (30) days after termination of the license, City will return to Company, at Company’s expense, the Software and all copies thereof or delete or destroy all other copies of the Software and inform the Company that the Software has been returned or all copies deleted or destroyed, and its use discontinued. 12. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 13. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. Professional Services Agreement 8513 Laboratory Information System Page 81 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 8513 Laboratory Information System Page 30 of 53 14. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: Attn: CITY: City of Fort Collins Attn: Purchasing Dept. P.O. Box 580 Fort Collins, CO 80522 WITH A COPY TO: City of Fort Collins Attn: P.O. Box 580 Fort Collins, CO 80522 Professional Services Agreement 8513 Laboratory Information System Page 82 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 31 of 53 16. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City’s Request for Proposal and the Company’s Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company’s response to the Request for Proposal. c. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. THE CITY OF FORT COLLINS, COLORADO By: __________________________________ Gerry S. Paul Purchasing Director Date: ________________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: Professional Services Agreement 8513 Laboratory Information System Page 83 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 32 of 53 ________________________________ Assistant City Attorney [BUSINESS NAME] By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ Professional Services Agreement 8513 Laboratory Information System Page 84 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 33 of 53 EXHIBIT A STATEMENT OF WORK Professional Services Agreement 8513 Laboratory Information System Page 85 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 34 of 53 EXHIBIT B IMPLEMENTATION AND PAYMENT SCHEDULE Professional Services Agreement 8513 Laboratory Information System Page 86 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 35 of 53 EXHIBIT C PRICING QUOTATION Professional Services Agreement 8513 Laboratory Information System Page 87 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 36 of 53 EXHIBIT D SAMPLE SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (“Agreement”) is entered into between the CITY OF FORT COLLINS, COLORADO, a municipal corporation , hereinafter “City” and , hereinafter “Company”, and shall be effective on the date signed by the City. 1. Scope of Agreement. a. General. Company agrees to provide City standard maintenance, on-site support, and training services for the computer programs and user manuals listed below (collectively “Software”) and regular upgrades including enhancements and user manuals. b. Software. This agreement covers the software described in Exhibit “A” of the Software License Agreement between the City of Irving, Texas and Company dated _________. c. Company shall provide updates to the software as required in order that the software reflect current federal and state laws or requirements of the federal or state government or federal or state regulatory agencies. d. User Manuals. When this agreement refers to “User Manuals,” it shall include any user manuals which are designed for the software and any user manuals listed in Exhibit “A” and all manuals provided to users for the software listed above. At least three (3) user manuals shall be provided in paper format and one (1) in CD format. The user manuals shall be updated with each new release of the software and shall be update at least annually. 2. Term This Agreement shall be effective for one year from the effective date, and may be shall automatically renew for up to four additional one year periods unless sooner terminated as provided herein. Such renewals shall be subject to sufficient funds being appropriated annually by the Fort Collins City Council, which appropriations are in the Council’s sole discretion. 3. Standard Maintenance Services Scope of Services. During the term of this Agreement, Company will provide City the following Standard Maintenance Services for the Software: a. Corrections of substantial defects in the Software so that the Software will operate as described in the user manuals listed above, as modified by the City’s Specifications, set forth in Exhibit “A” of the Software License Agreement. b. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects; (B) fixes of any bugs; (C) enhancements to the Software; and (D) upgrades to user manuals as sets out above. c. Telephone support, including dial-up support, between the hours of 7:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding City of Fort Collins holidays, to assist City in using the Software. d. In the event of emergencies, or systems failures caused by Company’s software upgrades which occur outside of the designated support hours established by Section 3(c), telephone support, including dial-up support, twenty-four (24) hours per day, seven (7) days per week for the term of the Agreement. Professional Services Agreement 8513 Laboratory Information System Page 88 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 37 of 53 e. Maintenance at Company’s office of a test version, including a test database, for the most recent version of City’s Software. 4. On-Site Support Company, upon receipt of a written request from City, will provide City On-Site Support at a mutually agreed time. City agrees to pay Company’s costs associated with the provision of on-site support, including charges for (i) Company’s personnel; (ii) charges for travel, lodging and miscellaneous expenses (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. 5. Training Upon receipt of a written request from City, Company will provide Training at a mutually agreed time at the offices of City, unless City agrees to receive the Training elsewhere. City agrees to pay Company all costs associated with this Training in accordance with costs reflected in Exhibit “C”, Pricing Quotation, including (i) charges for Company’s personnel, which may include a surcharge for training conducted at City’s location; (ii) charges for travel, lodging and miscellaneous (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. 6. Maintenance Fee a. Warranty Period. Company will not charge City any Maintenance Fee for the Warranty Period, as defined in City’s Software License Agreement for the Software. b. Amount of Fee. City agrees to pay Company an annual Maintenance Fee, the amount set forth in Exhibit “C”, Pricing Quotation for Standard Maintenance Services provided by Company pursuant to this Agreement. The amount charged for these services shall not increase by more than five (5) percent from one year to the next, in the event of renewal. 7. Payment Terms City agrees to pay Company by thirty (30) days after receipt by City of invoices for agreed upon fees. 8. Obligations Of City a. City Contact. City shall notify Company of City’s designated City Contact. To the maximum extent practicable, City’s communications with Company will be through the City Contact. b. Installation. City agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Company. c. Facility and Personnel Access. City agrees to grant Company reasonable access to City’s facilities and personnel concerned with the operation of the Software to enable Company to provide services. d. No Modification of Software. City agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent such modification, enhancement or other alteration is specifically authorized in the user manuals identified in this Agreement or through the consent of Company. e. Error Documentation. Upon detection of any error in the Software, City, as requested by Company, agrees to provide Company a listing of output and any other data, including databases and backup systems, that Company reasonably Professional Services Agreement 8513 Laboratory Information System Page 89 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 38 of 53 may request in order to reproduce operating conditions similar to those present when the error occurred. 9. Termination City shall have the right to terminate this Agreement at any time upon giving thirty (30) days’ notice to Company. Upon termination, City shall be entitled to a pro rata refund. Company shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of City’s Software License Agreement by either party for any reason; and (ii) if City violates any provision of this Agreement and City fails to cure such violation within fifteen (15) days after receipt of written notice from Company. 10. Indemnification Company shall indemnify and hold harmless City, its officers, agents and employees against and from any all actions, suits, claims, demands or liability of any character whatsoever arising out of, resulting from, or occurring in connection with the performance of any services hereunder. 11. Insurance Company agrees to maintain workers’ compensation and employer’s liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000.00 per occurrence; $1,000,000.00 aggregate’ $1,000,000.00 products and completed operations aggregate 12. Source Code The uninterrupted availability of the Software is critical to City in the operation of its business. Company agrees to provide the source code to the Information Services Director of City. 13. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 14. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- Professional Services Agreement 8513 Laboratory Information System Page 90 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 39 of 53 defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: Attn: CITY: City of Fort Collins Attn: Purchasing Dept. P.O. Box 580 Fort Collins, CO 80522 WITH A COPY TO: City of Fort Collins Attn: P.O. Box 580 Fort Collins, CO 80522 17. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City’s Request for Proposal and the Company’s Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company’s response to the Request for Proposal. c. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. Professional Services Agreement 8513 Laboratory Information System Page 91 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 40 of 53 g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. THE CITY OF FORT COLLINS, COLORADO By: __________________________________ Gerry S. Paul, Purchasing Director Date: ________________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney [BUSINESS NAME] By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ Professional Services Agreement 8513 Laboratory Information System Page 92 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 41 of 53 ATTACHMENT 4 PRICING INSTRUCTIONS PRICING INSTRUCTIONS OVERVIEW This document is intended to provide guidance information for the pricing portion of the RFP. Vendor will complete the Excel spreadsheet Attachment 8 – Pricing Workbook. The Pricing Workbook is intended to capture all pricing elements associated with the vendor solution. It is structured in a way to provide the Vendor with flexibility in describing its pricing offer. General 1. Sources of Information to Complete Pricing: The Vendor shall reference the Fort Collins RFP Proposal documents that may be necessary to complete pricing. 2. File names: Throughout this document “Pricing Workbook” is used to refer to the pricing workbook which is a MS Excel file, Attachment 8, which shall be used by the Vendor to provide Fort Collins pricing information. 3. Nature of Pricing Request: Use the Pricing Workbook to respond to the pricing request. The intention of the workbook is to gather the entirety of the Vendor’s proposed pricing and set the stage for successful negotiation with the selected Vendor. Furthermore, the purpose of the Pricing Workbook is to solicit the Vendor’s firm pricing, not price estimates. Pricing that is significantly greater than other Vendors without justification will be considered unfavorably. 4. Scope of Pricing: See the RFP documents for descriptions schedules, quantities and requirements. 5. Contracting: Fort Collins anticipates the execution of a contract which includes the provision of a solution per the implementation, technical, functional, performance, information, and physical specification contained in the RFP documents. Migration and/or formatting of historical data may be included. 6. Pricing Future Capabilities: It is important that Fort Collins understands the Vendor’s proposed solution and pricing in reference to today’s capabilities and which can be demonstrated successfully. Using the Pricing Workbook, the Vendor should differentiate pricing for future versus currently available functions and services. To be clear, for purposes of pricing, “future” means those capabilities which are not ready to be delivered today. Fort Collins will place a higher value to capabilities that can be clearly demonstrated and are commercially available today. 7. Fees, Travel, and Expenses. Reasonable expenses will be reimbursable as per the attached Fort Collins Expense Guidelines. For items not in the Guidelines, please detail each item and its approximate cost. The City will reimburse for actual costs once the agreement is awarded and work on the project has begun. 8. Asset ownership assumption: Vendor shall assume that Fort Collins will own and operate all components of the solution. 9. Mechanics of using the Pricing Workbook: Professional Services Agreement 8513 Laboratory Information System Page 93 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 42 of 53 9.1. This workbook is designed to allow Vendors ample flexibility to group functional requirements under project approach, modules, instrument interfaces, etc. Fort Collins will need to understand costs for major categories (software, services, maintenance, historical data migration,etc.) 9.2. Add rows, if and, as necessary. 9.3. Do not alter the columns shown but feel free to expand column width if necessary or add additional columns to the far right if there is additional beneficial and explanatory information you wish to provide. If you are not responding to a particular segment (column) please insert N/A and provide an explanation. 9.4. Be clear about units and denominators throughout. For example, use cell formatting to provide clear distinction between units and prices (e.g. $ currency vs. unit counts). 9.5. Vendor is responsible for all formulas. 10. Assumptions and Exceptions: The Vendor shall fill out a table detailing assumptions and exceptions for all pricing elements. This table appears as Tab 1 in the Pricing Workbook. 11. Price reference and escalation: Provide pricing in US 2017 dollars. For each item specify escalation or price adjustment assumptions, if any or if applicable, as provided in each pricing worksheet. Attach additional information at the bottom or side of page, if necessary. 12. Price quotation validity: Prices shall be applicable until September 30, 2017 for contract negotiations purposes. 13. Adequacy of Solution: The Vendor shall respond to the pricing request as provided. Moreover, Vendor shall provide pricing for all non-optional items. The solution proposed shall be for the provision, configuration, testing, installation, training, and support of the solution and all required integration and support activities and shall meet the minimum requirements specified in the Requirements document. It is very important that the offering meet all of Fort Collins’s reliability, data integrity, security, and business process support requirements. If the Vendor is utilizing subcontractors this should be explained. Fort Collins will evaluate the proposals based on the ability to cost-effectively meet all of the requirements identified. 14. Methodology: To the extent that the Vendor feels that the information is helpful, Vendors are encouraged to provide information about the basis or methodology of the pricing (e.g. index, benchmarked costs, cost plus fixed mark up, etc.). 15. Payment Terms: Payment term shall be Net 30, after acceptance of each milestone and a correct & approved invoice. 16. Freight and Insurance: All prices shall assume cost of freight and insurance for the delivery of the designated solution to Fort Collins facilities. If freight prices are subject to price adjustment these costs shall be explained. 17. Taxes: The prices quoted shall not include sales or any other taxes. 18. Change in Vendor’s system and/or equipment: In the event of a specification change in the Vendor’s solution, the Vendor warrants that pricing shall be consistent with components and capabilities detailed in the proposal. Vendor must notify the City of these changes in writing. Professional Services Agreement 8513 Laboratory Information System Page 94 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 43 of 53 19. Subcontracting: Fort Collins wishes to distinguish between those services and products being provided directly by the Vendor and those services and products that are being provided by third parties under contract with the Vendor or otherwise. Also, when proposing to use third parties, the Vendor shall provide a description of the experience the Vendor has using the services or products of the third party in other installations. The RFP identifies the required subcontractor information. 20. Fort Collins Evaluation Considerations Fort Collins will use a variety of considerations in evaluating the commercial terms and pricing offered by the Vendor. Some of those considerations include: Fort Collins will integrate pricing into a whole framework that takes into account technological and risk factors. Fort Collins will value completeness and clarity in the pricing. Ambiguity about pricing terms may mean that Fort Collins can place less confidence in the pricing terms. This may impact the evaluation of the Vendor. The Vendor is asked to provide a complete solution. Fort Collins recognizes that in some instances third party licenses may be required, but Fort Collins still requires pricing or firm price estimates for these components. Fort Collins requires a complete solution that meets all of Fort Collins’s business requirements and functional specifications. Fort Collins will look unfavorably upon bids that are unable to provide clear information about those instances where multiple technical solutions are required. Fort Collins appreciates the Vendor’s expertise in developing creative and cost- effective solutions. Fort Collins welcomes additional pricing and options that may further these goals. Fort Collins has provided a very open pricing model to accommodate flexibility in adaptor and module groupings and functions for all Vendor’s to provide a full solution. In support of this consideration, Fort Collins requires a mapping to ensure clarity of requirements to pricing components. For example, if a module is listed in pricing, the City must be able to identify why that module is necessary. If a module is required to meet base requirements, it should not be listed as optional. TAB 1 - Assumptions Vendor shall provide a comprehensive list of assumptions and exceptions that impact pricing and commercial terms and considerations. TAB 2: Software Pricing Tab 2 shall be used to provide the license fees required for Vendor to furnish a solution to support the full scale project. Tab 2 shall be used to also provide estimates for 3rd party license fees necessary to meet Fort Collins’s technology requirements required within this RFP. 1. Vendor shall provide the price for all required software licenses, applications, modules, APIs/adapters, instrument interfaces and hardware. The Vendor should address the following items on the applicable tab in the pricing Workbook. All the following information and pricing requirements pertain to each. 1.1. Vendor shall provide pricing for the core and all related functionality as identified. If certain line-item functionality is included in the core product license fee, then a price of $0 should be inserted into the price column for this row. The price should NOT be left blank. Professional Services Agreement 8513 Laboratory Information System Page 95 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 44 of 53 1.2. Vendors may provide pricing for additional software modules beyond those requested if Vendor believes these would be of interest to Fort Collins. If provided, Vendor shall clearly describe the optionally offered modules. 1.3. Vendors shall provide pricing for ongoing maintenance and support on an annual basis. Please itemize by software module. 1.4. If applicable, Vendor shall provide a price for any software product enhancements and customizations that will be needed to meet Fort Collins’s requirements. Itemize the enhancements and customizations with the applicable requirement section numbers, where you should provide a detailed explanation of the enhancement or customization. An overview of the enhancements and customizations should be provided here. And specify the version number and date of planned product release that will include the enhancements. 1.5. The software licenses quoted shall cover all three laboratories: the WQL, the PCL and WTF Process Control Lab. 1.6. Vendor may provide pricing for all required third-party software required for the proposed solution to meet Fort Collins’s requirements. Do not assume that Fort Collins will provide any required third party licenses, however Fort Collins reserves the right to do so at its discretion. Please itemize all third party components. 2. Explanation of Columns – The columns provided shall not be moved, renamed or deleted. New columns shall not be added to the pricing sheet. The columns in Tab 2 are as follows: a. Column B – Defines function or attribute to be priced b. Column C - Indicates that the pricing is to be considered Fixed, or p/unit c. Column D – Escalation assumption d. Column E – Indicate number of units assumed for unit price type items. e. Column F – Unit price f. Column G – Total Price 3. For the annual maintenance and support pricing, please include a copy of your software maintenance agreement and specify the following: a. The number of software updates typically provided per year. b. Hours of support, for example, 7 x 24, office hours (specify time zone), etc. c. Any limit on the number of support hours per year. d. Whether the maintenance and support includes the software customizations proposed. e. Any other services included in the annual maintenance and support fee. f. Identify any items not included in your annual software maintenance support that Fort Collins should anticipate experiencing. g. Pricing for maintenance and support shall be firm for one year, at a minimum. Increases that are requested shall be in line with increases at the City, generally 2-5%. h. Provide costs for support & maintenance for 10 years. 4. For the software warranty, Fort Collins assumes that initial software warranties and warranty support are for one year after go-live, and are included in initial license fees. If your standard Professional Services Agreement 8513 Laboratory Information System Page 96 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 45 of 53 warranty does not meet this expectation, please provide a price for extending your warranty and support to cover this period. 5. Vendor shall describe your standard license pricing formula, identifying how your software license fee is computed (e.g. by modules, servers/processors, concurrent or named users, etc.). The City expects license fees to remain the same for the initial year, at a minimum. 6. Vendor shall include a copy of your software license agreement. TAB 3 – Services 1. Tab 3 - Services, provides for detailed pricing of Project Management, Design, Implementation, Training, Testing and Support services. 2. The Vendor should develop this tab in the “blank” rows provided to ensure all aspects of the proposed services are included. Include notes and other useful information. Add rows as necessary. At the same time, general category headings are provided and should be retained and used. 3. Vendor shall provide the price for all required implementation and integration support activities to be provided by Vendor to Fort Collins. Vendor shall provide pricing for the system implementation project services as specified in the requirements. 4. Pricing should be provided so that Fort Collins can understand the respective standalone costs of each proposed service. 5. Vendor shall provide pricing to support the requirements in the RFP. 6. Vendor shall provide pricing to support the configuration and various initialization and start- up activities. 7. Vendor shall provide pricing for various post-implementation support services. 8. Vendor must estimate the number of trips, by position. 9. Please provide your hourly rate sheet for various categories of personnel: Project Manager, Project Engineer, Software Developer, Analyst, Tester, Trainer, Admin, Documentation Support, Other (specify). Please provide a description of the responsibilities of each position. 10. Explanation of Columns – The columns provided shall not be moved, renamed or deleted. New columns shall not be added to the pricing sheet. The columns in Tab 2 are as follows: a. Column B – Defines services to be priced, please expand the rows to provide granularity in pricing components b. Column C - Indicates that the pricing is to be considered Fixed, or p/hour c. Column D – Escalation assumption, or other key assumptions. d. Column E – Indicate number of units/hours assumed for unit price type items. e. Column F – Unit price f. Column G – Total Price Professional Services Agreement 8513 Laboratory Information System Page 97 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 46 of 53 Tab 4: Cost rollup Tab 4 shall be used to provide Fort Collins an annual Total Cost of Solution. The rollup within this Tab 4 should include all items of Vendor’s cost taking into account the initial design, configuration, license purchase, maintenance, support services, testing, integration, etc. 1. Vendor shall provide a Total Cost of Solution rollup including all software, services, hardware, customizations, etc. to support the solution requirements specified within the requirements. Tab 5: Rate Card Tab 5 shall be used to provide Vendors standard service rate card if available. Tab 5 does not replace the requirements to complete other Tabs within this Pricing Workbook. 1. Vendor shall paste in Vendor’s and any supporting subcontractor’s standard rate card for required and optional services. Professional Services Agreement 8513 Laboratory Information System Page 98 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 47 of 53 ATTACHMENT 5 SAMPLE NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) made and entered into by and between the City of Fort Collins, a municipal corporation (“City”) and (“Professional”) (collectively, the “Parties”). WITNESSETH WHEREAS, the Parties desire to assure the confidential and/or proprietary status of the information which may be disclosed to each other in connection with their discussions relating to the RFP/Project/Scope of Work . NOW, THEREFORE, in consideration of terms and covenants contained herein, the Parties agree as follows: 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall Professional Services Agreement 8513 Laboratory Information System Page 99 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 48 of 53 cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. The Professional shall not use such information to obtain any economic or other benefit for itself, or any third party. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose any such Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 8. The Agreement not to disclose Confidential Information as set forth in this document shall apply during the term of the project and at any time thereafter unless specifically authorized by the City in writing. 9. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 10. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer Professional Services Agreement 8513 Laboratory Information System Page 100 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 49 of 53 available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 11. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. 12. No act of omission or commission of either the City or Professional, including without limitation, any failure to exercise any right, remedy, or recourse, shall be deemed to be a waiver, release, or modification of the same. Such a waiver, release, or modification is to be effected only through a written modification to this Agreement. 13. Neither party shall assign any of its rights, privileges or obligations under this Agreement to any third party without prior written consent of the other party. 14. This Agreement is to be construed in accordance with the laws of the State of Colorado. Venue and jurisdiction for any cause of action or claim asserted by either party hereto shall be in the District Court of Larimer County, Colorado. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: FIRM NAME By: Printed: Title: Date: Professional Services Agreement 8513 Laboratory Information System Page 101 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 50 of 53 ATTACHMENT 6 INSTRUMENT LIST WTF Process Control Laboratory TOC - Sievers 5310 Laboratory TOC analyzer - 1.50 DATA PRO Zetasizer - Malvern Zetasizer Nano - Zetasizer software Water Quality Laboratory AA3 - SEAL Analytical AutoAnalyzer 3 - AACE 7.06 Software TOC - Sievers 5310C Laboratory TOC Analyzer - Sievers DataPro 5310C Autosampler Software Version 01.50 Rev. 005 Mercury Analyzer - Hydra IIAA Mercury Analyzer Teledyne Leeman Labs - Envoy v1.8 Software Ion Chromatography - Thermo Scientific Dionex ICS-1600 - Chromeleon v6.8 SR15 Build 4656 GC/MS Geosmin - Agilent Technologies 5973 Networks Mass Selective Detector - Enhanced Chemstation MSD Chemstation D.02.00.275 GC/MS Volatile Organics - Agilent Technologies 5975C Inert MSD w/ Triple Axis Detector - Enhanced Chemstaion MSD Chemstation E.02.02.1431 Spectrometer - Hach DR/4000U Spectrophotometer Version 2.36 - HachLink Software ICP/MS - Agilent Technologies 7900 ICP-MS - ICP-MS Masshunter 4.3 Workstation Software Revision C.01.03 Patch 1 pH and Conductivity Meters - Thermo Scientific ORION Star A211 pH Meter - Thermo Scientific ORION Star A212 Conductivity Meter - Thermo Scientific ORION StarA325 Portable pH and Conductivity Meter Professional Services Agreement 8513 Laboratory Information System Page 102 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 51 of 53 Turbidimeter - Hach 2100AN Pollution Control Laboratory pH and Conductivity Meters - Orion ORION Star A211 pH Meter - Thermo Scientific ORION 550A pH Meter - Thermo Scientific ORION 3STAR pH Meter Automated Titrator Unit - Mettler-Toledo DL53 Balances - Ohaus Navigator - Mettler-Toledo PB602 - Ohaus Adventurer Pro - Mettler-Tolego AG204 Dissolved Oxygen Meter - Yellow Springs Instrument MultiLab IDS Flame Atomic Absorption Unit - Perkin Elmer 3110 Automated Ion Analyzer - Lachat 8500 River Sampling Probe - Yellow Springs Instrument YSIPRO ICP/MS - Agilent 7700X Stream Flow Meter - AquaCalc 5000 Low Level Mercury Analyzer - Cetac (Teledyne-Leeman) QuickTrace m-8000 Professional Services Agreement 8513 Laboratory Information System Page 103 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 52 of 53 ATTACHMENT 7 Functional Requirements Spreadsheet Issued separately Professional Services Agreement 8513 Laboratory Information System Page 104 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 Laboratory Information System Page 53 of 53 ATTACHMENT 8 Pricing Workbook Issued separately Professional Services Agreement 8513 Laboratory Information System Page 105 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT G ETHOSOFT X-LIMS END USER SOFTWARE LICENSE AGREEMENT AND LIMITED PRODUCT WARRANTY NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS THE CONTRACT BETWEEN YOU AND ETHOSOFT CORPORATION, REGARDING THE X-LIMS SOFTWARE SYSTEM. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS AND LIMITATIONS. YOUR INSTALLATION AND USE OF THE X-LIMS SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS END USER SOFTWARE LICENSE AGREEMENT. This Ethosoft End User License Agreement accompanies X-LIMSTM software product ("Software") and related explanatory materials ("Documentation"). The term "Software" also includes any upgrades, modified versions, updates, additions and copies of the Software licensed to you by Ethosoft, Inc. The term "Ethosoft," as used in this License, means Ethosoft, Inc. The term "License" or "Agreement" means this End User Software License Agreement. The term "you" or "Licensee" means the purchaser of this license to use the Software. Title Title, ownership rights and intellectual property rights in and to the Software and Documentation shall at all times remain with Ethosoft. All rights not specifically granted by this License, including Federal and international copyrights, are reserved by Ethosoft. Copyright The Software, including its structure, organization, code, user interface and associated Documentation, is a proprietary product of Ethosoft and is protected by international laws of copyright. The law provides for civil and criminal penalties for anyone in violation of the laws of copyright. License Use of the Software 1. Subject to the terms and conditions of this Agreement, Ethosoft grants the purchaser of this product non-exclusive rights to install and use the Software on one Server or a single dedicated computer acting as a server and/or transmit the Software over an internal computer network, provided You acquire and dedicate a licensed copy of the Software for each user who may access the Software concurrently with any other user. You agree to maintain the Software in confidence and use a reasonable degree of care to protect the confidentiality of the Software. 2. You may make one copy of the Software in machine-readable form solely for backup or archival purposes and one copy of the Software for testing purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends found on the original. You may not make any other copies of the Software. Restrictions 1. You may not copy, transfer, rent, modify, use or merge the Software, or the associated documentation, in whole or in part, except as expressly permitted in this Agreement. You may be required to pay a license transfer fee prior to receiving any written consent for Professional Services Agreement 8513 Laboratory Information System Page 106 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 transfer or assignment. Any attempted transfer or assignment in violation of this provision shall be null and void. 2. You may not reverse assemble, decompile, or otherwise reverse engineer the Software. 3. You may not remove any proprietary, copyright, trade secret or warning legend from the Software or any Documentation. 4. You agree to comply fully with all export laws and restrictions and regulations of the United States or applicable foreign agencies or authorities. You agree that you will not export or reexport, directly or indirectly, the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder or other applicable United States law. 5. You may not modify, sell, rent, transfer (except in the event of a computer malfunction or computer upgrade), resell for profit, or distribute this license or the Software, or create derivative works based on the Software, or any part thereof or any interest therein. Termination You may terminate this Agreement by discontinuing use of the Software, removing all copies from your computers and storage media, and returning the Software and Documentation, and all copies thereof, to Ethosoft. Ethosoft may terminate this Agreement if you fail to comply with all of its terms, in which case you agree to discontinue using the Software, remove all copies from your computers and storage media, and return the Software and Documentation, and all copies thereof, to Ethosoft. U.S. Government End Users The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. European Community End Users If this Software is used within a country of the European Community, nothing in this Agreement shall be construed as restricting any rights available under the European Community Software Directive, O.J. Eur. Comm. (No. L. 122) 42 (1991). Limited warranty and Limitation of remedies Limited Warranty. Ethosoft warrants that for a period of thirty days from the beginning of the applicable warranty period (as described below), or for the designated warranty period if a different warranty period is designed as the warranty period for the Software, the Software shall be free of material defects and operate in material compliance with any written specifications for the functionality and operation of the Software agreed to by Ethosoft and Licensee (if applicable). Warranty Period Commencement Date. The applicable warranty period for software begins on the earlier of the date of installation or three (3) months from the date of shipment for software installed by Ethosoft personnel. For software installed by the purchaser or anyone other than Ethosoft, the warranty period begins on the date the software is delivered to you. The applicable warranty period for media begins on the date the media is delivered to the purchaser. ETHOSOFT MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION, INCLUDING BUT Professional Services Agreement 8513 Laboratory Information System Page 107 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR THAT THE SOFTWARE OR DOCUMENTATION IS NON- INFRINGING. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ETHOSOFT MAKES NO WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL CONFORM EXACTLY TO THE DOCUMENTATION, OR THAT ETHOSOFT WILL CORRECT ALL PROGRAM ERRORS. ETHOSOFT’S' SOLE LIABILITY AND RESPONSIBILITY FOR BREACH OF WARRANTY RELATING TO THE SOFTWARE OR DOCUMENTATION SHALL BE LIMITED, AT ETHOSOFT’S SOLE OPTION, TO (1) CORRECTION OF ANY ERROR IDENTIFIED TO X- LIMS IN A WRITING FROM YOU IN A SUBSEQUENT RELEASE OF THE SOFTWARE, WHICH SHALL BE SUPPLIED TO YOU FREE OF CHARGE, (2) ACCEPTING A RETURN OF THE PRODUCT, AND REFUNDING THE PURCHASE PRICE UPON RETURN OF THE PRODUCT AND REMOVAL OF ALL COPIES OF THE SOFTWARE FROM YOUR COMPUTERS AND STORAGE DEVICES, OR (3) PROVIDING A REASONABLE WORK AROUND WITHIN A REASONABLE TIME. ETHOSOFT’S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY RELATING TO MEDIA IS THE REPLACEMENT OF DEFECTIVE MEDIA RETURNED WITHIN 30 DAYS OF THE DELIVERY DATE. THESE ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. WARRANTY CLAIMS MUST BE MADE WITHIN THE APPLICABLE WARRANTY PERIOD. Limitation of liability IN NO EVENT SHALL ETHOSOFT BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ANY TRADE PRACTICE, UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT) OR ON ANY OTHER BASIS FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE POSSESSION OR USE OF, OR THE INABILITY TO USE, THE SOFTWARE OR DOCUMENTATION, EVEN IF ETHOSOFT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL OR BUSINESS OR OTHER FINANCIAL LOSS. IN ANY CASE, THE ENTIRE LIABILITY OF ETHOSOFT UNDER THIS LICENSE, OR ARISING OUT OF THE USE OF THE SOFTWARE, SHALL NOT EXCEED IN THE AGGREGATE THE PURCHASE PRICE OF THE PRODUCT. SOME STATES, COUNTRIES OR JURISDICTIONS LIMIT THE SCOPE OF OR PRECLUDE LIMITATIONS OR EXCLUSION OF REMEDIES OR DAMAGES, OR OF LIABILITY, SUCH AS LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS OR TO THE EXTENT SET FORTH ABOVE, OR DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED. IN SUCH STATES, COUNTRIES OR JURISDICTIONS, THE LIMITATION OR EXCLUSION OF WARRANTIES, REMEDIES, DAMAGES OR LIABILITY SET FORTH ABOVE MAY NOT APPLY TO YOU. HOWEVER, ALTHOUGH THEY SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, THEY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE, COUNTRY OR OTHER JURISDICTION. General This Agreement shall be governed by laws of the State of Colorado, exclusive of its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. If any provision of this Professional Services Agreement 8513 Laboratory Information System Page 108 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The controlling language of this Agreement, and any proceedings relating to this Agreement, shall be English. You agree to bear any and all costs of translation, if necessary. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. All questions concerning this Agreement shall be directed to: Ethosoft, Inc., 6050 Peachtree Parkway, Suite 240 #249, Norcross, GA 30092. X-LIMS is a registered trademark of Ethosoft in the U.S. Professional Services Agreement 8513 Laboratory Information System Page 109 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT H X-LIMS SUPPORT AND MAINTENANCE AGREEMENT Support and Maintenance Agreement Below are terms and conditions of the X-LIMS Support and Maintenance agreement that are renewed on an annual basis. This Software Support Agreement (the "Agreement") is made as the date of final software acceptance (the "Effective Date"), by and between Ethosoft, Inc., a Georgia corporation with its principal office located at 6050 Peachtree Parkway, Suite 240 #249, Norcross, GA 30092, Telephone: 800-870-7014, Fax: 678-935- 0823, Email: support@ethosoft.com.com ("Ethosoft") and the Licensed X-LIMS Customer whose name appears below ("Customer"). [Customer] and Ethosoft hereby agree as follows: 1. ETHOSOFT SOFTWARE PRODUCTS Pursuant to the X-LIMS System License Agreement included with the X-LIMS Software and/or the Software License Purchase Agreement (the "License Agreement"), Customer has licensed from Ethosoft the right to use the Licensed Software as defined in the License Agreement. 2. DEFINITIONS 2.1 Error means a reproducible failure of the Licensed Software to perform in substantial conformity with the Licensed Software specifications set forth in the corresponding User's Guide, Administrator’s Guide, help files or other printed documentation. 2.2 Initial Support Term means the period beginning on the Effective Date of this Agreement and ending [Date2][Year2]. 2.3 Major Enhancement means any major functional revision to the Licensed Software (designated by a renumbered release number such as 3.4 to 4.0) released by Ethosoft during the Initial Support Term or any Renewal Support Term. 2.4 Minor Enhancement means any minor release, update, modification or "bug fix" which does not necessarily provide materially new functionality, as determined by Ethosoft in its sole discretion, and made generally available to Ethosoft's supported customers. 2.5 Renewal Support Term means a successive one-year renewal term following the Initial Support Term agreed upon by the parties pursuant to Section 7.1. 2.6 Support Times means the hours of each day and the days of each week set forth in Schedule 1 hereto. 2.7 Support Incident is defined as one specific Error or other technical issue that begins when a customer calls or emails Ethosoft Technical Support and ends when either the single specific Error or other technical issue is resolved or Ethosoft Technical Support deems it non-resolvable. Each specific support incident will generate a "ticket", which be opened, tracked and closed separately from any other specific support incidents. Professional Services Agreement 8513 Laboratory Information System Page 110 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 2.8 Support Plan means the specific software support and maintenance plan offered by Ethosoft and selected by Customer. Ethosoft may offer different plans with specific support levels, number of covered incidents and extent of software maintenance provided. 3. SOFTWARE SUPPORT 3.1 Software Support Services During the Initial Support Term and any Renewal Support Term, Ethosoft shall render the software support services set forth in this section to Customer subject to: (i) Customer's payment of the support fees described in Section 5, and (ii) Customer's compliance with its obligations set forth in Section 4 and elsewhere in this Agreement. 3.2 Services The software support services to be provided by Ethosoft pursuant to this Agreement are as follows: (a) Help Desk Ethosoft will provide Customer with reasonable help desk assistance during the Support Times regarding the installation and implementation of the Licensed Software, and the identification, diagnosis and correction of Errors. Ethosoft will attempt to resolve any support questions posed by Customer. If Ethosoft determines that it would be appropriate to do so, Ethosoft may defer resolution of a support question until a later time. At its discretion, Ethosoft may provide Customer with help desk support during times other than the Support Time and/or beyond the maximum number of monthly and/or annual Support Incident limits (if applicable) at Ethosoft's then standard rates. Customer shall be responsible for paying charges for such additional help desk support. (b) Web Site Ethosoft will provide Customer with access to technical information via its web site(s) on the Internet. (c) Minor Enhancements Ethosoft will provide Customer with copies of all Minor Enhancements at no additional cost to Customer. (d) Major Enhancements Ethosoft will provide Customer with copies of all Major Enhancements at no additional cost to Customer. 3.3 Procedures for Error Correction Services (a) Notification To obtain Error correction services, Customer must notify Ethosoft immediately of any suspected Error and must provide Ethosoft with reasonable detail of the nature of and circumstances surrounding the Error. “Reasonable detail” includes complete software, hardware and network configuration information as requested by Ethosoft. (b) Remote Diagnostics Ethosoft may perform remote diagnostics to determine the existence and nature of an Error. Professional Services Agreement 8513 Laboratory Information System Page 111 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 (c) Error Correction Ethosoft will make reasonable commercial efforts to correct and resolve Errors that Customer reports to Ethosoft and which Ethosoft is able to reproduce. Customer will promptly provide Ethosoft with all information requested by Ethosoft to reproduce such Errors. For each such Error, Ethosoft will use reasonable commercial efforts to provide Customer with a workaround, a software patch or, if Ethosoft is unable to provide Customer with either of the foregoing, a specific action plan for addressing the Error, including a good faith estimate of the time required to correct and resolve such Error. (d) Remote Correction Ethosoft may perform any Error correction work via remote telecommunications. If such remote support is unavailable, in Ethosoft' opinion, to satisfactorily resolve the Confirmed Error, Ethosoft may require Customer to provide data files on removable media via overnight courier (or other shipping method that provides end-to-end tracking) or other mutually agreed upon electronic medium at Customer’s expense. 3.4 Response Times Ethosoft will use reasonable commercial efforts during normal business hours, 8:00 am to 5:00 pm (Mountain Time) Monday through Friday, to communicate with Customer within 24 hours after Ethosoft’s receipt of a Customer request, by telephone, e-mail, fax or Ethosoft’ website regarding Errors that Customer reports to Ethosoft during the Support Times; for purposes of this Agreement, a "response" means Ethosoft' acknowledgment of an Error, and does not necessarily mean that a resolution will be achieved. 3.5 Limitations on Ethosoft's Support Obligations Notwithstanding anything to the contrary elsewhere in this Agreement, Ethosoft will have no obligation to provide any support services to Customer if: (a) Such support relates to or involves any products, data, features, devices or equipment not provided by Ethosoft; (a) Customer or a third party has altered or modified any portion of the Licensed Software in any manner without the prior written consent of Ethosoft; (b) Customer has not installed or used the Licensed Software in accordance with instructions provided by Ethosoft, including failure to follow implementation procedures; (c) Customer has failed to replace earlier versions of the Licensed Software with Enhancements provided to Customer; (d) A party other than Ethosoft (or a party authorized by Ethosoft) has serviced the Licensed Software and the Licensed Software no longer conforms to its specifications; or (f) Customer is not in full compliance with the other terms of this Agreement, the terms of the License Agreement, or any other agreement between Ethosoft and Customer. 3.6 Hardware Ethosoft's support obligations under this Agreement shall not include computer hardware, computer network, electrical, telephone, interconnection, or the installation or repair of accessories, alterations, parts or devices not furnished by Ethosoft. Professional Services Agreement 8513 Laboratory Information System Page 112 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 3.7 Additional Services In its discretion, Ethosoft may provide Customer with additional support services for the Licensed Software not otherwise covered under this section or specifically excluded pursuant to Section 3.4 above, provided that Customer pays Ethosoft for such service at Ethosoft's then standard hourly and expense reimbursement rates. Except to the extent specifically otherwise provided in this Agreement, such support service is not included within the terms of this Agreement. 4. CUSTOMER'S OBLIGATIONS 4.1 Access During the Initial Support Term or any Renewal Support Term, Customer will provide Ethosoft with reasonable access (via remote telecommunications or on-site access at Customer's premises) to Customer's copies of the Licensed Software to the extent necessary, in Ethosoft's discretion, to enable Ethosoft to meet its support obligations as set forth in this Agreement. Such access shall be subject to Customer’s security protocols and procedures. 4.2 Communications Link During the Agreement, Customer, at its sole expense, will provide access via the Internet. Such access shall be subject to the Customer’s security protocols and procedures. Ethosoft shall be entitled to use this Internet connection in discharging its responsibilities under this Agreement. Ethosoft shall have no liability to Customer if Ethosoft's ability to render support is impaired by Customer's inability to provide telecommunications functionality required for remote support. 4.3 Support Contact Customer shall designate one employee and one alternate as its "Support Contacts" to be generally available during the Support Times to confer with Ethosoft regarding Errors and other support-related issues. Customer's Support Contacts are identified in Schedule 1. Customer shall notify Ethosoft immediately of any changes in the persons designated as Support Contacts. 4.4 Language Customer shall communicate with Ethosoft in English only. 5. FEES AND CHARGES 5.1 General Fees and Charges Customer shall initially pay Ethosoft the fees and charges for the Support Plan selected as set forth in the software license agreement. Ethosoft may propose reasonable adjustments to fees and charges with 90 days written notice prior to any Renewal Support Term subject to mutual agreement of any such fees and charges. 5.2 Miscellaneous Items Customer shall bear all costs associated with procuring, installing, and maintaining all equipment, telephone lines and communications interfaces necessary for Customer to obtain Ethosoft support services. Professional Services Agreement 8513 Laboratory Information System Page 113 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 5.3 Payment Procedures At the start of the Initial Support Term and on an annual basis, 60 days prior to any Renewal Support Term, Ethosoft will invoice Customer for all fees and charges incurred by Customer pursuant to this Agreement. Customer shall pay all invoiced amounts in U.S. dollars within thirty (30) days of the date of invoice. 6. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 6.1 Warranty The support services under this Agreement will be provided in a workman-like manner by individuals who are knowledgeable in the operation of the Licensed Software. All software bug fixes, work-arounds, Error corrections and Enhancements are provided on an "AS IS" basis. This software support agreement does not augment or alter the warranties provided under the Licensed Software’s license or purchase agreements, or any other agreements between Customer and Ethosoft. 6.2 Disclaimer Except as provided in Section 6.1, Ethosoft expressly disclaims all other warranties related to the Licensed Software or services provided under this Agreement, whether express or implied, including (without limitation) any warranty of merchantability or fitness for a particular purpose, or non-infringement. Ethosoft does not warrant that all Errors will be corrected. Ethosoft shall have no liability to Customer for any liability or damage sustained by Customer as a result of any claim or action brought or asserted against Customer by any third party. 6.3 Maximum Liability In no event shall Ethosoft' cumulative liability for any claim arising in connection with this Agreement exceed the amount of the total fees and charges paid to Ethosoft for Support Services by Customer during the six (6) months preceding any such claim. 6.4 Consequential Damages REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL ETHOSOFT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, EVEN IF ETHOSOFT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 7. TERM AND TERMINATION 7.1 Term This Agreement will commence upon the X-LIMS Go Live date for the City of Fort Collins. In addition, at the option of the City, this Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. Professional Services Agreement 8513 Laboratory Information System Page 114 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 7.2 Termination for Convenience The City may terminate this Agreement at any time without cause by providing written notice of termination to Ethosoft. Such notice shall be delivered at least fifteen (15) days prior to the terminate date contained in said notice unless otherwise agreed in writing by the parties. 7.3 Additional Termination Rights This Agreement may be terminated as follows: (a) License Agreement This Agreement shall immediately and automatically terminate upon the termination of the License Agreement. (b) Professional Services Agreement This Agreement shall immediately and automatically terminate upon the termination of the Professional Services Agreement between the parties. (c) For Breach Either Ethosoft or Customer may terminate this Agreement immediately upon the occurrence of an uncured breach by the other party of a material provision of this Agreement, or any other agreement that exists between Ethosoft and Customer. This includes but is not limited to the License Agreement, for X-LIMS, Professional Services Agreement(s) and corresponding Work Orders or any other agreement that may exist between Ethosoft and Customer. An uncured breach is defined as a breach or violation of any Agreement that the breaching party has not corrected to the non- breaching party's reasonable satisfaction within thirty (30) days after the non-breaching party has provided the breaching party with written notice specifying details of the breach. (d) Financial Condition Either party may terminate this Agreement on the occurrence of the filing of a petition or seeking of relief under applicable bankruptcy or insolvency laws by or against the other party. 7.4 Post-Termination Responsibilities Following termination of this Agreement, Ethosoft shall immediately invoice Customer for all accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount immediately upon receipt of such invoice. 8. NOTICES 8.1 Notice Unless otherwise specified in this Agreement, all notices shall be in writing and shall be mailed (via registered or certified mail, return receipt requested), telecopied, telegraphed, delivered by a nationally recognized express courier service, or personally delivered to the other party. All notices will be effective upon receipt. Professional Services Agreement 8513 Laboratory Information System Page 115 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 9. GENERAL 9.1 Amendment No amendment of this Agreement shall be effective unless in a writing specifically referencing this Agreement and signed by the duly authorized representative of both parties. 9.2 Assignment Except as set forth herein, this Agreement may not be assigned or transferred by Customer without the prior written consent of Ethosoft. In the event of assignment or transfer, fees may apply. Ethosoft shall be allowed to assign this Agreement to any third party; or to a successor entity by way of merger, acquisition, purchase of all or substantially all of its assets, or operation of law, provided that such successor agrees in writing to be bound by the terms of this Agreement. 9.3 Choice of Law The validity, construction, and enforcement of this Agreement, and the determination of the rights and duties of the parties, shall be governed by the laws of the State of Colorado exclusive of any choice of law provisions. 9.4 Headings The headings in this Agreement are for convenience of reference only and shall not be used for the construction or interpretation of this Agreement. 9.5 Entire Agreement This Agreement, together with the attached Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior or contemporaneous statements or agreements with respect to such subject matter are superseded by this Agreement. 9.6 Force Majeure Except for making payments, should either party fail to perform or should its performance under this Agreement be delayed by any factor beyond the reasonable control of the delayed party, then the time for performance of the delayed party shall be extended by a period of time equal to the duration of such delay provided that the parties work diligently to minimize any such delay. 9.7 Severability A holding by a court of competent jurisdiction that one or more of the provisions contained in this Agreement is unenforceable in any respect shall have no effect on the validity of any of the remaining provisions of this Agreement. 9.8 Time Limitation No action arising out of the performance of services by Ethosoft under this Agreement may be brought by Customer more than one (1) year after such cause of action arose. 9.9 Waiver Waiver by any party of the breach of any provisions of this Agreement by the other party shall not be construed as a continuing waiver of such provision or a waiver of any other breach of any other provision of this Agreement. To be enforceable, a waiver must be in writing and signed by the waiving party. Professional Services Agreement 8513 Laboratory Information System Page 116 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 10. ACCEPTANCE Receipt of payment and/or Support Order Form by Ethosoft via e-mail, fax, postal mail, electronic form submission from website or any other means; or use of support services or acceptance by Customer of updated software from Ethosoft shall constitute Customer’s complete and unconditional acceptance of the foregoing. SCHEDULE 1 A. Support Times The Support Times as provided in Section 2.6 are as follows: Monday through Friday, 8:00 a.m. through 5:00 p.m. (Mountain Time), excluding the following holidays: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Additionally, hours may be limited on other national holidays and/or days preceding or following certain holidays. Professional Services Agreement 8513 Laboratory Information System Page 117 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT I PROFESSIONAL’S INTERVIEW PRESENTATION Professional Services Agreement 8513 Laboratory Information System Page 118 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 X-LIMS Presentation William Pingpank, Vice President – Client Services Professional Services Agreement 8513 Laboratory Information System Page 119 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Block 1 Professional Services Agreement 8513 Laboratory Information System Page 120 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- Company Overview • US based – 9 employees based in Atlanta • Employee owned – Customer focused • Founded by laboratory people • Have experience in – Homeland Security Laboratories – State Laboratories – Water and Wastewater Laboratories – Manufacturing Laboratories – Industrial Hygiene – Private Corporations Laboratories Professional Services Agreement 8513 Laboratory Information System Page 121 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- Ethosoft’s Mission and Software • Create successful Laboratory Information Systems for customers • Use an alternative approach – Build a configurable LIMS that may be applied to many different workflows – Combine with latest Web technology – Maximize end-user usability – Best of breed support • End result = Professional Services Agreement 8513 Laboratory Information System Page 122 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- X-LIMS Product Overview • Browser based- Installs on customer’s servers – ASP.NET – Easier on IT • Highly configurable- little to no-customizations, allows changes over time – Highly configurable workflow engine – Template driven data capture – Flexible reporting system – Configurable scheduler – Excel Integration Professional Services Agreement 8513 Laboratory Information System Page 123 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- X-LIMS Product Overview • Industry Leading Functionality – DocumentXChange – Audit Anywhere – MobileXChange – Excelerator – Dataviews – Interactive Dashboard – Process Designed Screens Professional Services Agreement 8513 Laboratory Information System Page 124 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- Why Choose Ethosoft? • Seasoned Implementation Staff – Employee Owned – No high turnover like other LIMS companies • Customers come first mindset – Best of Breed Support – View customers as partners – Successful LIMS implementations Professional Services Agreement 8513 Laboratory Information System Page 125 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q1- Why Choose Ethosoft? • Engineered for municipal labs • Proven track record with municipal labs – Can identify the common problems – Understand industry needed efficiencies – X-LIMS is optimized for regulatory reporting – Experience with data migrations (i.e. Labworks, Telecations, Sample Master, etc.) Professional Services Agreement 8513 Laboratory Information System Page 126 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q2- 2016 Projects • Seminole County, Florida • City of Sunnyvale, California • Central Valley Water Reclamation Facility, Utah • WEB Aruba N.V., Aruba • Nashville Metro Water Services, Tennessee • Grand River Dam Authority, Oklahoma • Madison Metropolitan Sewerage District • Greenville Water, South Carolina • City of Grand Rapids, Michigan Professional Services Agreement 8513 Laboratory Information System Page 127 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q3- Similar Project from Reference • Saint Paul Regional Water Services (SPRWS) – Consists of 30 employees – NELAC Compliant – Tracks analyses for over 180 inorganic, organic, microbiological and subcontracted tests – Approximately 500 different sampling locations. – Migrated 27 years of historical data – Import data from SCADA system – Use X-LIMS to generate monthly reports Professional Services Agreement 8513 Laboratory Information System Page 128 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q3- Similar Project from Reference • Key Lessons Learned from SPWRS – Historical Data • Data should be cleaned up first before migration – Decide what and what not to migrate – Same format for all data to be migrated – Naming Conventions • Sampling points • Parameter vs methodology (test) • Collection methods (i.e, Grab, Composite) – Customer Project Manager • Have someone who is the decision maker Professional Services Agreement 8513 Laboratory Information System Page 129 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B1Q3- Similar Project from Reference • Key Lessons Learned from SPWRS – Have all key stakeholders involved from the beginning • Buy in from the beginning • Reduces chances for missing requirements Professional Services Agreement 8513 Laboratory Information System Page 130 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Block 3 Professional Services Agreement 8513 Laboratory Information System Page 131 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Initial Setup of LIMS and Support Professional Services Agreement 8513 Laboratory Information System Page 132 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B3Q1- Setup Roles • Ethosoft Role – Manage Configuration Activities • Schedule and Manage Review Meetings • Historical Data • Testing Protocols • Sampling Locations • Ft. Collins Role – Compile Configuration Information – Review and Validation Professional Services Agreement 8513 Laboratory Information System Page 133 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B3Q5- Support Overview • During Configuration – Implementation Officer • First line contact during system configuration • Will be first line of support • Post Implementation – Implementation Officer • First line contact for 3 months after go-live – Transition into normal support • Log ticket based on severity Professional Services Agreement 8513 Laboratory Information System Page 134 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B3Q5- Ticket Severity response times • Ticket logged as – Production Down • One hour response time – High Severity • 2 hour response time – Medium Severity • 4 hour response time – Low Severity • One business day Professional Services Agreement 8513 Laboratory Information System Page 135 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B3Q5- Support • Normal Hours – Monday-Friday 8am-5pm Mountain Time • Terms – Unlimited internet, email, and telephone support – Access to all hotfixes, patches, service packs, and new releases – Ethosoft will install releases if desired by IT Professional Services Agreement 8513 Laboratory Information System Page 136 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Block 4 Professional Services Agreement 8513 Laboratory Information System Page 137 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Overview of Proposed Training Plan/Strategy Professional Services Agreement 8513 Laboratory Information System Page 138 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B4Q1 – Training Strategy Overview • System Configuration Phase – “Unofficial” Training -Gains familiarity with: • Screens, Layouts, Toolbars • Training Phase – Administrator Training – End user training • AD-Hoc Report Training – After Go-Live Professional Services Agreement 8513 Laboratory Information System Page 139 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B4Q2 – Training Plan • “Unofficial” Training – Approximately 2 months long (via on-line meetings) – Roles: • Ethosoft – Conducts weekly sessions • FC - Attends weekly sessions and performs follow-up tasks • Training Phase – 2 days Administrator Training at FC facility – 3 days- End user training at FC facility – Roles: • Ethosoft – Conducts training sessions on site • FC – Administrators attend admin training, all LIMS users attend end-user training • AD-Hoc Report Training – 2.5 days training at FC facility – Roles: • Ethosoft – Conducts training session on site • FC – Reporting Writers attend training session Professional Services Agreement 8513 Laboratory Information System Page 140 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B4Q3 – How Training Provided • “Unofficial” Training - via on-line meetings • Administrator Training at FC facility • End user training at FC facility • AD-Hoc Report Training at FC facility • New Releases – Free Webinars conducted on–line to show new functionality Professional Services Agreement 8513 Laboratory Information System Page 141 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Block 5 Professional Services Agreement 8513 Laboratory Information System Page 142 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Implementation Approach Professional Services Agreement 8513 Laboratory Information System Page 143 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B5Q1 - X-LIMS Implementation Approach • Ethosoft assigns an Implementation Specialist • Follows 7 Phase Approach • Phase I: Project Organization – Define Key Players – Confirm Scope – FC Resources: Project Manager, Key Management Team • Phase II: Project Requirements/ Data Gathering – On site with customer for a week – Collect information on tests, workflows, reports, etc. – FC Resources: Subject Matter Experts, LIMS Administrator • Phase III: Requirements Analysis – Review material – Construct a requirements document and detailed schedule for customer review – FC Resources: Project Manager, Subject Matter Experts to Review Professional Services Agreement 8513 Laboratory Information System Page 144 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B5Q1 - Implementation Approach (cont.) • Phase IV: System Configuration – Set up configuration site over the web – Implementation Specialist will configure the system – Weekly on-line review meeting with customer – FC Resources: LIMS Administrator, Subject matter Experts as Needed • Phase V: Validation Test Planning – Plan testing strategy – Duration, test plans, etc. – FC Resources: Project Manager, LIMS Administrator, Subject matter Experts as Needed • Phase VI: Installation and Training – Train on-site – 2 days Admin, 3 days end user – FC Resources: LIMS Administrator, Lab Personnel • Phase VII: Validation Testing – Support customer as they test scenarios – Customer go lives at the end of testing – FC Resources: LIMS Administrator, Lab Personnel Professional Services Agreement 8513 Laboratory Information System Page 145 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B5Q2- Proposed Schedule Task Name Start Finish Duration Phase I: Project Organization Mon 6/26/17 Mon 6/26/17 0.5 days Phase II: Project Requirements/ Data Gathering Mon 6/26/17 Mon 7/3/17 5 days Phase III: Data Analysis Mon 7/3/17 Mon 8/7/17 25 days Phase IV: System Configuration Mon 8/7/17 Fri 9/29/17 39 days Phase V: Validation Test Planning Fri 9/29/17 Wed 11/8/17 28 days Phase VI: Installation and training Wed 11/8/17 Thu 11/16/17 5 days Phase VII: Validation Testing Thu 11/16/17 Thu 12/14/17 20 days Customer Validation Sign off/Go Live Thu 12/14/17 Thu 12/14/17 0.1 days 2 Professional Services Agreement 8513 Laboratory Information System Page 146 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B5Q3- Road Map for Next Two Releases • Service Pack 5 (Q4 2017) – Ad Hoc Templates – 3rd party Data mining (i.e., SCADA system) – Enhanced Data Entry Grid – Additional Dashboard Widgets • Select Report items • Additional Charting Options • X-LIMS v5.0 (Q2 2018) – Browser Independent (Chrome, Firefox, Edge, Safari) – Customer Selected Stylesheets – Enhanced GUI Look and Feel – Enhanced Regulatory Report Generation Professional Services Agreement 8513 Laboratory Information System Page 147 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Block 6 Professional Services Agreement 8513 Laboratory Information System Page 148 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 IT Architecture Professional Services Agreement 8513 Laboratory Information System Page 149 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B6Q1- Hardware and Software 1) CPU Processor Type and Speed Web Server: Server class Dual core processor at least at 1.6 GHZ, Quad processor 2.0 GHZ or higher recommended Database Server: Server class Dual core processor at least at 2.0 GHZ; 2-Quad core Server class processors 2.0 GHZ or higher recommended 2) Memory requirements Web Server: Minimum: 4 GB of memory, 16GB or higher recommended Database Server: Minimum: 4 GB of memory, 16GB or higher recommended 3) Server Hard Disk Size Web Server: Minimum: Hard disk with at least 250GB in storage; 1TB or higher recommended Database Server: Minimum: Hard disk at least 250GB in storage; 1TB or more in storage recommended 4) Operating System and Database Web Server: Windows server 2008R2 or higher, 32 bit or 64 bit. Database Server: Windows server 2008R2 or higher running MS SQL Server 2008R2 or higher, 32 bit or 64 bit. Professional Services Agreement 8513 Laboratory Information System Page 150 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B6Q1- Hardware and Software (cont.) 5) Other Software Configuration Web Server: Microsoft Internet Information Services 7x or higher, .NET framework 4.0. Database Server: MS SQL Server Reporting Services (SSRS) will need to be installed to run SSRS reports. 6) X-LIMS End User Workstation Minimum Hardware Requirements Minimum Processor Type and Speed: Dual core Pentium (or equivalent) at 1.5 GHZ or higher Minimum Memory requirements: 2GB or higher Minimum Hard disk size: Minimum hard drive of 250GB Operating System: Windows 7 or higher Other: MS Internet Explorer 9 or higher. MS Excel 2007 or higher if X-LIMS Excelerator is to be used. 2 Professional Services Agreement 8513 Laboratory Information System Page 151 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B6Q2- Back Up • Database Backup – Recommend full daily backups with at least hourly incremental backups – Can be set with SQL Server tools • Web Server – Schedule Windows server task scheduler to copy files to remote server/directory 2 Professional Services Agreement 8513 Laboratory Information System Page 152 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B6Q2- Recovery • Recommended – Server Image or VM image backed up for quick recovery – Alternatively, have back up servers ready at all times • If OS and Database environments are ready, X- LIMS can be running from backups in most cases in less than an hour. 2 Professional Services Agreement 8513 Laboratory Information System Page 153 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B6Q2- Disaster Recovery • Recommended – Offsite backups (weekly is suggested) with on-line accessibility ( i.e., Iron Mountain, etc.) – Environments can be brought on-line quickly if backups adhere to recommendations • Ethosoft cloud computing environments could be used in the event of loss of FC facilities. 2 Professional Services Agreement 8513 Laboratory Information System Page 154 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 EXHIBIT J AWARDED PROFESSIONAL’S RFP RESPONSE Professional Services Agreement 8513 Laboratory Information System Page 155 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 RFP 8513 for Laboratory Information Management System Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 Response Submitted by: Ethosoft, Inc. 6050 Peachtree Parkway Suite 240 #249 Norcross, GA 30092 (800) 870-7014 (678) 935-0823 Professional Services Agreement 8513 Laboratory Information System Page 156 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Letter of Introduction Gerry S. Paul May 10th, 2017 Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 Ethosoft, Inc. would like to formally offer a response to RFP 8513 from the City of Fort Collins Purchasing Division. Enclosed within is a proposal describing Ethosoft’s Laboratory Information Management System, X-LIMS. Ethosoft developed X-LIMS as a highly configurable system that offers the flexibility to adapt to multiple workflows and different types of data. We took the concerns and needs of environmental and municipal laboratories into high regard when we built X-LIMS. Due to its flexible nature, X-LIMS is ready to support a laboratory’s future growth and regulatory needs. To make this easy, we offer all of the functionality X-LIMS is capable of to our customers so that they have access to everything, not just particular features or modules. Our customer-focused innovative implementation approach, development, and support results in highly satisfied customers. We are proud of X-LIMS and invite you to explore and research its capabilities and functionality as the optimal solution to the information management needs of your laboratories. We look forward to engaging in more detailed discussions with the City of Fort Collins and providing a demonstration of X-LIMS in the future. Please do not hesitate to contact me should you have any questions or concerns. Sincerely, Bill Moss, President and CEO Ethosoft, Inc. 6050 Peachtree Parkway, Suite 240 #249 Norcross, GA 30092 Office: 1 (800) 870-7014 ext. 112; Fax: (678) 935-0823 Professional Services Agreement 8513 Laboratory Information System Page 157 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 A. Executive Summary Ethosoft, Inc. is an employee-owned LIMS company with a 100% success rate of implementing LIMS within the municipal and environmental laboratory sector. Ethosoft was founded in 2005 and has continuously been in business successfully without any changes in ownership. Ethosoft develops and supports X-LIMS out of Atlanta, Georgia, as well as on location at customer sites as required. Ethosoft maintains the high standards set by its X-LIMS product. Ethosoft was started by Laboratory and IT professionals that have broad experience within the LIMS industry. At Ethosoft, we knew there had to be a better way to build, implement, and support a LIMS system than that of the current industry status quo. The LIMS industry, in general, has had a checkered past, and many laboratory professionals can point to installations and implementations from different vendors that have failed or did not meet the satisfaction and requirements of the customer. Customer satisfaction is core to the Ethosoft corporate culture. How does Ethosoft accomplish this? First, Ethosoft manages its growth to be sustainable so that we do not lose customer support responsiveness. We do not pursue every LIMS opportunity that is out there in the marketplace. By being selective on our market, how fast we grow our company, and what work we take on in a year, we have been able to grow the company in a responsible manner for our customers. Too often we have seen our competition oversell their product and then (1) not be able to deliver to the customer due to the overwhelming contractual commitments and (2) watch their implementation services and support decline as they do not have enough skilled resources. Ethosoft has made the commitment not to do that to our customers and we keep are resource levels in line with our implementation and support demands. Second, Ethosoft is employee-owned. To us, that means all of our employees have a vested stake in the company’s success and go the extra mile to keep our customers satisfied. What an employee-owned company means to our customers is that we have very little employee turnover as employee owners do not leave their company. As a result, all of our employees are highly experienced with X-LIMS and offer the best of breed service to our customers. Third, X-LIMS is built with web browser technology (ASP.NET). This gives us and our customers cost savings in terms of time and resources required to support this technology. X-LIMS can be installed on a customer’s network in less than 1 hour, and our patches can be applied in a matter of minutes since we are only updating the web and database servers. Where other vendors routinely must help troubleshoot issues on individual PCs with their LIMS software, these problems are virtually non-existent for Ethosoft as the application runs in a web-browser and there are no components to install on a PC. This technology allows X-LIMS to have less IT issues than other competing products that must deploy software to the individual PCs of users. Professional Services Agreement 8513 Laboratory Information System Page 158 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Finally, X-LIMS is designed to be highly configurable without requiring customizations. This allows X-LIMS to be installed quicker than most LIMS system and reduces the chances that customers will have non-routine support issues with custom code. X-LIMS Product Evolution X-LIMS was originally coded using ASP.NET v1.0 when it was first released in 2005. Generally, one new major release is done on average every 9-15 months (either a service pack or new version release). Ethosoft typically ties new releases to the new version of Microsoft .NET and the service packs come out between new releases. Service Packs and new releases both contain customer requested enhancements as well as new system functionality. The table below shows the X-LIMS release schedule for its product life. Currently, X-LIMS runs on the latest Microsoft .NET framework. Ethosoft subscribes to a low impact upgrade philosophy. Releases are coded and installed so that custom code is not overwritten or data is migrated on the upgrade. Release Date X-LIMS v1.0 March 2005 X-LIMS v2.0 June 2006 X-LIMS v2.2 June 2007 X- LIMS v2.3 January 2008 X- LIMS v2.5 October 2008 X- LIMS v3.5 May 2009 X-LIMS v4.0 March 2011 X-LIMS v4.01 April 2012 X-LIMS v4.02 February 2013 X-LIMS v4.03 November 2014 X-LIMS v4.04 August 2016 Professional Services Agreement 8513 Laboratory Information System Page 159 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 X-LIMS Features and Functionality Ethosoft makes X-LIMS, a fully featured LIMS that runs in a web browser. X-LIMS uses ASP.NET to run entirely in a web browser environment on the customer’s network or over the internet as a Cloud Service. For a network install, X-LIMS can be installed on one or more server(s) in the customer’s network and all patches and upgrades are applied directly to the server(s). This means that there is no software installation on each user’s workstation. It also eliminates run time DLL issues that are present in many of our competitor’s existing client server applications. With these attributes as the foundation, a customer’s IT staff has a simple task when maintaining X-LIMS. From a functionality point of view, Ethosoft fundamentally designed X-LIMS to allow for a tailored fit LIMS system without requiring customization. X-LIMS was not built for one unique customer and then taken to market assuming all other laboratories with similar testing regimes will fit. This approach has been used by some of our competitors and has yielded limited success. Instead, X-LIMS was designed to have the features and tools available in order to allow it to be configured to a laboratory’s needs without requiring costly customizations. No customizations make the system flexible and offer the customer the ability to change the system at any point in the future should the need arise. This allows a laboratory to have a LIMS that will adapt to the laboratory’s requirements and not the other way around, all the while, maintaining a clear and simple upgrade path. Some of the general features of X-LIMS that make it well suited for environmental laboratories are: A. Installation (Distribution) X-LIMS is an ASP.NET application meaning that it runs on a Web server, not the end user’s PCs. Users access the system by typing the URL of the X-LIMS installation in Internet Explorer and the end user can run the application. There are no ActiveX controls to download and there are no .NET runtimes needed on the end user’s PC. B. Audit Anywhere Feature X-LIMS has the ability to audit data on any screen in the system. This is different from other LIMS systems as most LIMS systems only audit data when an analyst enters testing data. In X- LIMS, data such as sampling locations and limit changes may be configured to be audited on a change. X-LIMS tracks the person that did the change, the data that was changed, the reason why it was changed, and the date and time of the change. In addition, X-LIMS has the ability to track the deletion of records. Professional Services Agreement 8513 Laboratory Information System Page 160 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 C. Alerting X-LIMS has the ability to alert users through a simple subscription basis. Any user that the administrator gives the secure subscription information too can subscribe with any industry standard RSS compliant software such as MS Outlook or a web browser. This approach eliminates the need for any software handshaking such as email going to an exchange server. D. Custody Tracking Custody of a sample may be tracked as it passes from one person to another or to a different storage location. E. Searching and Data Filtering X-LIMS has the ability to filter (query) data on any list screen using user defined criteria specified for 1 or more fields on the screen. This allows end users to quickly search and find data of interest in a matter of seconds. The filtering criteria may be saved for by the user for rapid retrieval on subsequent data retrieval operations. All search data may be exported to Excel for convenience. F. Document Attachment X-LIMS has the ability to attach and store documents electronically to any object in the system. This feature is called DocumentXChange. G. Flexible Data Entry Data may be entered into the system by a variety of different methods. X-LIMS allows administrators the following options to allow users to enter data into the system a. Form data entry – data may be entered per test/per sample/per sample group depending on what data is needed to be entered. b. Batch data entry – users may enter data by in a grid for a batch of samples c. Excelerator- customer defined Excel templates may be mapped to X-LIMS parameters to allow Excel data entry into X-LIMS. Professional Services Agreement 8513 Laboratory Information System Page 161 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 d. Instrument Interfacing – instruments files may be uploaded into X-LIMS. e. Subcontractor Data Interface – subcontractor files may be uploaded into X-LIMS for work that the lab subcontracts. H. Inventory X-LIMS allows inventory tracking of materials in the laboratory. Not only does it allow the entry of common laboratory items such as reagents and standards, but also allows for the tracking of other inventory items, such as disposable glassware and other supplies a laboratory may wish to track. Validation information for the inventory item may also be tracked and stored. In addition, the inventory items may be linked to test runs so that the lab can have complete traceability as to what items in inventory were used during a particular test. I. Laboratory Process Emulation X-LIMS is optimized for water/wastewater laboratories. X-LIMS was designed from the ground up to emulate what the laboratory user does in the laboratory. For example, it allows login of samples exactly how water/wastewater labs perform login. It allows for samples (associated with a defined sample location) to be associated with sample groups which are in turn associated with Projects. 1 or more tests can be assigned to a sample. If a sample (and associated tests) is pulled from the field at regular defined intervals in the lab, X-LIMS will schedule and automatically created samples in the system on the day that they are scheduled to arrive. Upcoming schedules may be viewed on a calendar for planning purposes. In addition, if the laboratory tracks individual containers, the containers can be created by the analyst at login or be created automatically for schedule samples. J. Licensing There are no separate modules built into the base X-LIMS architecture. X-LIMS customers have access to all the features in the system, and best of all, there is no separate pricing for LIMS modules as with other vendors. K. Quality Control X-LIMS allows the laboratory to create an unlimited number of QC tests based on the templates described section L below. X-LIMS allows the calculation of common QC metrics such as % Professional Services Agreement 8513 Laboratory Information System Page 162 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 recovery, and relative % difference for QC controls such as matrix spike, surrogates, and duplicates, as well as user defined QC calculations as well. Long-term charting of accuracy and precision control limits are charted for the QC analyst and may be exported to Excel for further analysis. L. Template (Metadata) Driven X-LIMS has the ability to define templates at the Project, Sample Group, Sample, QC, Batch and Test levels. The advantages of X-LIMS templates are that it allows for customers to track data and processes that are unique to them without having to do customizations in the system. Templates allow administrators to a. Set up the Workflow for the object in question b. Define an unlimited number of customer defined limits to check data against (examples: MCL limits, NPDES Limits, reporting limits, detection limits, etc.) c. Track customer defined data parameters unique to the template. Enables customers to track data that is unique to them without the need for customizations. It also allows the customer to define unique calculations for the parameters. d. Use Excelerator features – Allows administrators to map to an existing Excel template for data entry import/export M. User Training X-LIMS can track training records of individuals in the lab and schedule the alert as to when any training is due. If desired by the administrator, X-LIMS has the ability prohibit analyst from running tests if the analyst has not demonstrated proficiency on those tests. N. Workflow Since workflow can be different for different projects, sample groups, samples, or tests in a laboratory, X-LIMS has the ability to create data driven configurable workflows for tests, samples, sample groups, and projects. LIMS Administrators can create new workflows with the X-LIMS workflow tool, a GUI tool that uses MS Visio to create new workflows. O. Invoicing Professional Services Agreement 8513 Laboratory Information System Page 163 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 X-LIMS has an invoicing system where users can generate invoices for printing or export. P. Enterprise Integration X-LIMS is engineered to communicate with other applications. It has a suite of web services that can be used to exchange information with other applications providing real time integration between applications. In addition, X-LIMS is built using Microsoft .NET and MS SQL Server technologies so it can integrate with other applications via text file exchange, ODBC connections, and MS office file integrations. MobileXChange and ExtraNet For the purposes of field sample data collection, Ethosoft recommends the X-LIMS mobile solution, MobileXChange. X-LIMS MobileXChange would allow the City the ability to collect data in the field (whether they are in network range or not) and have it uploaded to the X-LIMS server for seamless data entry. This will also allow the City to reduce usage of paper documentation not only in field data collection, but in initiating related electronic Chain of Custody forms in the laboratory. The information from MobileXChange forms would be used to initiate and auto- populate COCs, eliminating the need for re-entering data in the system, reducing transcription errors due to re-entry or legibility issues, and bring efficiency to the process. The X-LIMS MobileXChange utility is based on named users. MobileXChange named user licenses allow for field samplers to submit data to the LIMS via tablet or handheld device. Additionally, X-LIMS provides a platform called ExtraNet for external customers of the City to be able to review such things as sample status, results, and reports without having an X-LIMS license. Professional Services Agreement 8513 Laboratory Information System Page 164 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 B. Vendor Information and Experience As mentioned above, Ethosoft, Inc. is an employee-owned LIMS company based out of Atlanta, Georgia. Ethosoft was founded in 2005 and has continuously been in business successfully without any changes in ownership for 11+ years. Currently, Ethosoft has 9 employees dedicated to the development, implementation, and support of X-LIMS. The information for the primary contact for the purpose of this RFP can be found below: Bill Moss, President and CEO Ethosoft, Inc. 6050 Peachtree Parkway, Suite 240 #249 Norcross, GA 30092 Office: 1 (800) 870-7014 ext. 112; Fax: (678) 935-0823 Please find below the Ethosoft Organization Chart. As previously stated, Ethosoft is an employee owned company and there is very little employee turnover due to this fact. As such, all employees at Ethosoft are knowledgeable with X-LIMS and all can be brought into support issues if needed. Note: the names of individuals are shown that play a role in the proposed implementation. Since this this document can be requested under the state’s sunshine laws, we do not publish all employee names to protect our resources from being subjected to IT recruiters. President and CEO (Bill Moss) Sales Client Services (Implementation & Support) (Bill Pingpank) Implementation Specialist Support Analyst Support Analyst Research and Development (Danny Lankford) Sr. Developer (Mike Harris) Sr. Developer Professional Services Agreement 8513 Laboratory Information System Page 165 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Proposal Acknowledgement Form: ATTACHMENT 1 PROPOSAL ACKNOWLEDGEMENT Consultant hereby acknowledges receipt of the City of Fort Collins Utilities’ Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, the Consultant hereby makes the following representations to Utilities: a. All of the statements and representations made in this proposal are true to the best of the Consultant’s knowledge and belief. b. The Consultant has obtained all necessary authorizations and approvals that will enable the Consultant to commit to the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 180 days from the date hereof. d. I further agree that the method of award is acceptable to my company. e. I also agree to complete the proposed Agreements with the City of Fort Collins within 30 days of notice of award. f. If contract is not completed and signed within 30 days, City reserves the right to cancel and award to the next highest rated firm. g. I acknowledge receipt of 1 addendum. Consultant Firm Name: ETHOSOFT, INC. Physical Address: 6050 PEACHTREE PARKWAY, SUITE 240, #249, NORCROSS, GA 30092 Remit to Address: 6050 PEACHTREE PARKWAY, SUITE 240, #249, NORCROSS, GA 30092 Phone: 1-800-870-7014 Authorized Agent of Firm Name: BILL MOSS Signature of Authorized Agent: Primary Contact for Project: BILL MOSS Title: PRESIDENT & CEO Email Address: bmoss@ethosoft.com Phone: 1-800-870-7014 ext 112 Professional Services Agreement 8513 Laboratory Information System Page 166 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 C. Minimum Mandatory Requirement Ethosoft believe we have fulfilled the mandatory requirements for this RFP. We have included comments in the Technical Requirements Matrix as well as included all the information requested by Fort Collins with the exception of financial details. We are a private company and do not provide these. However, we have included a banking reference for the City. Below: Bank: Chase Bank Contact: Joey Chang Phone: 678.474.9416 Email: tian.y.chang@jpmorgan.com We also take exception to providing the City with the source code for X-LIMS. Upon request, Ethosoft can provide the City with an annual escrow agreement for the source code in the event of a business failure. This can be quoted if the City desires it. D. Functional Requirements The Functional Requirements Matrix has been attached with this proposal response in a separate Excel sheet. Professional Services Agreement 8513 Laboratory Information System Page 167 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 E. Scope of Proposal Ethosoft has developed a unique approach to implementing LIMS systems for customers. In fact, our approach has been so successful that 100% of the customers that have purchased X-LIMS from us have had a successful LIMS install and implementation. That fact is even more impressive considering that market research has confirmed that 50-60% of new software projects usually end in failure. How does our approach yield successful results when others fall short? Our project follows a simple 7-step process that is unique in the LIMS market space. While our competition may follow routine project management practices, Ethosoft is different in that we not only follow the practices, but we do more work for our customers in each step. Ethosoft believes by doing this extra work for the customer, it reduces the risk factors that can cause harm to a project thereby ensuring a more successful project. A detail description of 7-phased process is outlined below. Phase I: Project Organization -- The first phase is to get the project organized. During this phase the project scope is reviewed with the City’s project manager and there is a project kick off meeting on site in the City’s laboratory to spell out roles, responsibilities, and lines of communication during the project. Weekly Status meetings are scheduled during this phase. A high level schedule is prepared at the end of this phase. Phase II: Project Requirements/ Data Gathering -- Once the project organization is complete, Ethosoft conducts a project data gathering phase. Ethosoft will send its implementation specialist on site for 1 week to gather information and to understand the customer’s processes, workflows, customizations requirements, instrument integration, reports, and integration with any external software programs. The City should be prepared to have staff available that week to meet with the implementation specialist and answer any questions that are asked. Phase III: Requirements Analysis – After gathering the data, Ethosoft will review and document the information gathered in phase II and devise the strategy to configure X-LIMS to meet the City’s needs. Professional Services Agreement 8513 Laboratory Information System Page 168 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Phase IV: System Configuration – In this phase, Ethosoft will configure the data for the City to ease implementation. Ethosoft differs from other LIMS vendors in this respect by actually performing the initial configuration of data for the customer according to the data gathered in Phase II. Our philosophy is to provide the customer with a 95% out of the box ready solution after configuration where the customer will be trained on an X-LIMS system that contains their workflows, tests, limits, and sample locations. In addition, the reports and data imports/exports and custom code constructs are configured for the system during this phase. The configuration will reviewed by setting up a secure web site on Ethosoft’s server that only the City can access remotely via the internet. Once the data is configured, Ethosoft conducts several interactive web sessions (schedule to be determined by the City’s workload) with the system administrator(s) and lab section managers to review the configuration. This serves to make the City’s employees part of the process and to give them experience with the system before any formal training takes place. Phase V: Validation Test Planning – In this phase, based on the configured workflows and configured data, Ethosoft will work with the City to draft validation test plans for review. Once the plans are approved the system is then ready to be installed so that testing may begin. Cut over and Go-live planning is done during this phase as well. Phase VI: Installation and Training - Once the validation plan has been approved by the City, Ethosoft will install X-LIMS on the City’s designated server(s). Once the installation is complete, Ethosoft comes onsite and the implementation specialists trains the administrators and end users on the system that has been configured for their use. The City will need to allocate space for the training sessions. We have found that such a situation facilitates training as the end users will be logging in samples with familiar tests, workflows, sample locations and schedules. Phase VII: Validation Testing – The City will perform validation testing during this phase according to the scenarios defined in the validation test plan with the identified staff. Issues are reported to Ethosoft and will be tracked with a case number. Once the testing is complete and any outstanding issues are resolved, the City signs off on the validation testing and the system goes live. Proposed Deliverables Ethosoft Responsibilities Professional Services Agreement 8513 Laboratory Information System Page 169 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 The specific services to be provided during the X-LIMS implementation are described in this section. These correspond to Ethosoft’s implementation phases. Phase I: Project Organization Description: The purpose of this task is to finalize the project team members, facilitate a common understanding of the project objectives, roles and responsibilities, and verify the City’s readiness to implement the LIMS system. Ethosoft will conduct a project kick-off/high level planning session (on-site meeting), for up to two (2) hours, on a mutually agreed upon date, to: Identify core project team – The City and Ethosoft Conduct project kick off meeting with the key City players – identifying project goals, objectives, roles and responsibilities, and project tasks to be completed Review Escalation Procedure Review Deliverable Product(s) Acceptance Procedure Review Project Change Control Procedure Review Issue Resolution Procedure Deliverable: Detailed Project Work Plan Draft Project Schedule Technical Documentation X-LIMS X-LIMS Hardware Specifications X-LMS Installation Guide Accepted Roles and Responsibilities definition document Professional Services Agreement 8513 Laboratory Information System Page 170 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Phase I Milestone: This task will be considered complete when the deliverables have been presented to the City’s Project Manager. Phase II: Project Requirements/Data Gathering Description: Ethosoft will perform on-site reviews of the workflows within the laboratory sections. They will also review the requirements identified for the project and develop configuration worksheets to be used in the software installation phase. The major subtasks are: Review process workflows for laboratory sections Review system requirements Develop configuration worksheets Discuss “historical data” migration and format Deliverables: Updated Project Plan Draft configuration worksheets Phase II Milestone: This task will be considered complete when Ethosoft has provided the deliverables to the City’s Project Manager. Professional Services Agreement 8513 Laboratory Information System Page 171 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Phase III: Requirements Analysis Description: The purpose of the analysis phase is to have Ethosoft review the information and devise a strategy to help configure X-LIMS to meet The City’s needs. The information gathered will also be used to develop the necessary documents needed in the development effort. The major subtasks are: Review project requirements at a high level for clarification Review configuration worksheets Review custom reports and alerts Review Project Schedule with the City Review final project requirements with City Deliverable: Accepted requirements document Updated Project Schedule Updated Project Plan Phase III Milestone: This task will be considered complete when Ethosoft has provided the deliverables to the City’s Project Manager. Phase IV: System Configuration Professional Services Agreement 8513 Laboratory Information System Page 172 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Description: Ethosoft will begin developing the test environment where all configuration and customization changes will be made. Ethosoft will begin making software changes based on the information gathered from the City in the prior analysis phase. The major subtasks are: Establish Ethosoft environment (test environment) Develop Ethosoft configuration Migrate historical LIMS data Create upload routines for 2 instruments Develop the custom reports identified in the RFP Update Project Plan Deliverable: Functional Ethosoft test environment Review configuration data and routines with Ethosoft via interactive web sessions Updated Project Plan Phase IV Milestone: This task will be considered complete when Ethosoft has provided the deliverables to the City’s Project Manager. Phase V: Validation Test Planning Professional Services Agreement 8513 Laboratory Information System Page 173 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Description: In this phase, based on the configured workflows and configured data, Ethosoft will work with the City to draft validation test plans for review. Once the plans are approved the system is then ready to be installed so that testing may begin. Cut over and Go-live planning is done during this phase as well. The major subtasks are: Review Draft of City’s Validation Test Plan Review Draft of City’s Go-Live Planning Deliverables: N/A Phase V Milestone: This task will be considered complete when the City has developed a Validation Test and Go-Live Plans with Ethosoft. Phase VI: Installation and Training Description: Ethosoft will install the approved customized/configured product in the City’s environment. Ethosoft will also provide training to end users and to system administrators. The major subtasks are: Install configured X-LIMS system in the City’s server environment Professional Services Agreement 8513 Laboratory Information System Page 174 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Provide LIMS Administrator training Provide LIMS End User training Deliverables: Latest X-LIMS version installed and operating in the City’s server environment (test and production environments) Software Installation Report Administrator and User Manuals Training Guides Updated Project Plan Phase VI Milestone: This task will be considered complete when Ethosoft has provided the deliverables to the City’s Project Manager. Phase VII: Validation Testing Description: The City will perform validation testing during this phase according to the scenarios specified by The City. Issues are reported to Ethosoft following the issue resolution process described in the Change Management Plan. The major subtasks are: Document and Response to any City issues Status meetings as needed for issue resolution Professional Services Agreement 8513 Laboratory Information System Page 175 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Deliverables: Completed Data Migration Plan Completed Test Plan Access to case number system or list of issues reported and status Completed Communication Plan Updated Project Plan Signed System Acceptance Document Maintenance and Support Procedures Phase VI Milestone: This task will be considered complete when Ethosoft has provided the deliverables to the City’s Project Manager. Responsibilities of the City of Fort Collins The successful completion of the proposed effort depends on the full commitment and participation of the City’s management and personnel. The responsibilities listed in this section are in addition to those responsibilities specified in the Contract, and are to be provided at no charge to Ethosoft. Ethosoft's performance is predicated upon the following responsibilities being fulfilled by the City as scheduled in the Project Schedule. Delays in performance of these responsibilities by the City may result in additional cost and/or delay of the completion of the project, and may require invoking the Project Change Control Plan. City Project Manager Prior to the start of this Statement of Work, the City will designate a person, called the City Project Manager, to whom Ethosoft communications will be addressed and who has the authority to act for the City. Professional Services Agreement 8513 Laboratory Information System Page 176 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 City Project Manager's Responsibilities: • Serve as the interface between Ethosoft and all City departments, organizations and sites participating in this project. • With the Ethosoft Project Manager, develop, administer, and accept all plans identified in this statement of work. • Attend the Project Kick-off/High Level Planning Session. • Work with Ethosoft to schedule the on-site activities (i.e., kick-off meeting, analysis work, training, etc.) at the City’s location. • Attend project meetings to review the accomplishments and deliverables. Ensure the Ethosoft resources have work space, access, and supplies as needed for on-site and remote work tasks defined in the Project Plan. Professional Services Agreement 8513 Laboratory Information System Page 177 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Project Schedule Below is an example of proposed project plan for Fort Collins with the proposed start date being June 26th, 2017. All days listed are work days so that a calendar months is 20 workdays. Task Name Start Finish Duration Resource Names Phase I: Project Organization Mon 6/26/17 Mon 6/26/17 0.6 days Project kick off meeting Mon 6/26/17 Mon 6/26/17 0.6 days Outline roles and responsibilities Mon 6/26/17 Mon 6/26/17 0.5 days FC Project Manager,Bill Pingpank Project Definition Sign-off Mon 6/26/17 Mon 6/26/17 0.1 days FC Project Manager,Bill Pingpank Phase II: Project Requirements/ Data Gathering Mon 6/26/17 Mon 7/3/17 4.7 days Set up Data Mon 6/26/17 Thu 6/29/17 3.35 days Work Areas Mon 6/26/17 Mon 6/26/17 0.1 days Bill Pingpank,LIMS Administrator Workflow Review Mon 6/26/17 Tue 6/27/17 0.5 days Bill Pingpank,LIMS Administrator Batch Templates & Excel Worksheets Tue 6/27/17 Tue 6/27/17 0.15 days Bill Pingpank,LIMS Administrator Test Templates Tue 6/27/17 Tue 6/27/17 0.5 days Bill Pingpank,LIMS Administrator QA Templates Tue 6/27/17 Wed 6/28/17 0.5 days Bill Pingpank,LIMS Administrator Standards/Reagents Wed 6/28/17 Wed 6/28/17 0.1 days Bill Pingpank,LIMS Administrator Bench/Operations Worksheet Review Wed 6/28/17 Wed 6/28/17 0.2 days Bill Pingpank,LIMS Administrator Worklists Wed 6/28/17 Wed 6/28/17 0.1 days Bill Pingpank,LIMS Administrator Clients Wed 6/28/17 Thu 6/29/17 0.5 days LIMS Administrator,Bill Pingpank Sample location/points Thu 6/29/17 Thu 6/29/17 0.7 days LIMS Administrator,Bill Pingpank List of Sampling points Thu 6/29/17 Thu 6/29/17 0.5 days LIMS Administrator,Bill Pingpank Sample Point groupings Thu 6/29/17 Thu 6/29/17 0.1 days LIMS Administrator,Bill Pingpank Limit Definitions (permits, MDL, etc.) Thu 6/29/17 Thu 6/29/17 0.1 days LIMS Administrator,Bill Pingpank IT Requirements Thu 6/29/17 Fri 6/30/17 0.2 days Bill Pingpank,IT Coordinator Training Server,Server Installation and Network Thu 6/29/17 Fri 6/30/17 0.1 days IT Coordinator,Bill Pingpank Data Backups and security Fri 6/30/17 Fri 6/30/17 0.1 days Bill Pingpank,IT Coordinator Users Fri 6/30/17 Fri 6/30/17 0.1 days LIMS Administrator,Bill Pingpank X-LIMS Security requirements Fri 6/30/17 Fri 6/30/17 0.1 days LIMS Administrator,Bill Pingpank Process Data Fri 6/30/17 Mon 7/3/17 0.8 days Receiving Fri 6/30/17 Fri 6/30/17 0.6 days Schedule definitions Fri 6/30/17 Fri 6/30/17 0.1 days LIMS Administrator,Bill Pingpank MobileXChange Fri 6/30/17 Fri 6/30/17 0.25 days Chain of Custody Fri 6/30/17 Fri 6/30/17 0.25 days Data Entry Fri 6/30/17 Mon 7/3/17 0.2 days LIMS Administrator,Bill Pingpank Data approval/ reviewing Fri 6/30/17 Mon 7/3/17 0.1 days LIMS Administrator,Bill Pingpank,Lab Staff alerting Mon 7/3/17 Mon 7/3/17 0.1 days LIMS Administrator,Bill Pingpank Instrument Integration ( Get instrument Information) Mon 7/3/17 Mon 7/3/17 0.15 days LIMS Administrator,Bill Pingpank Sievers 5310 Laboratory TOC analyzer Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Malvern Zetasizer Nano Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Professional Services Agreement 8513 Laboratory Information System Page 178 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Task Name Start Finish Duration Resource Names SEAL Analytical AutoAnalyzer 3 Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Sievers 5310C Laboratory TOC Analyzer Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Hydra IIAA Mercury Analyzer Teledyne Leeman Labs Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Thermo Scientific Dionex ICS-1600 Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Agilent Technologies 5973 Networks Mass Selective Detector Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Agilent Technologies 5975C Inert MSD w/ Triple Axis Detector Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Hach DR/4000U Spectrophotometer Version 2.36 Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Agilent Technologies 7900 ICP-MS Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Perkin Elmer 3110 Flame AA Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Lachat 8500 Automated Ion Analyzer Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Agilent 7700X ICP/MS Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Cetac (Teledyne-Leeman) QuickTrace m-8000 Mercury Analyzer Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Mettler-Toledo DL53 Autotitrator Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Serial Insturments/WinWedge Mon 7/3/17 Mon 7/3/17 0.01 days LIMS Administrator,Bill Pingpank,Lab Staff Phase III: Data Analysis Mon 7/3/17 Mon 8/7/17 25.1 days Configuration Worksheets Mon 7/3/17 Mon 7/10/17 5 days LIMS Administrator Historical Data Migration Mon 7/10/17 Mon 7/17/17 5 days Mike Harris Review and Document Requirements data Mon 7/17/17 Mon 7/31/17 10 days Bill Pingpank Review Configuration Worksheets Mon 7/31/17 Mon 8/7/17 5 days Bill Pingpank Requirements Sign-Off Mon 8/7/17 Mon 8/7/17 0.1 days LIMS Administrator,FC Project Manager,Bill Pingpank Phase IV: System Configuration Mon 8/7/17 Fri 9/29/17 39.33 days Ethosoft Configuration Mon 8/7/17 Mon 8/21/17 10 days Set up Secure Review System- Ethosoft Site Mon 8/7/17 Mon 8/7/17 0.25 days Bill Pingpank Load Sample point/Client data Mon 8/7/17 Tue 8/8/17 0.5 days Bill Pingpank Lims settings,Users, Security Tue 8/8/17 Tue 8/8/17 0.25 days Bill Pingpank Configure Tests Templates Tue 8/8/17 Thu 8/10/17 2 days Bill Pingpank Configure Sample Templates Thu 8/10/17 Fri 8/11/17 1 day Bill Pingpank Configure COC/Project Templates Fri 8/11/17 Mon 8/14/17 1 day Bill Pingpank Configure QC Templates Mon 8/14/17 Tue 8/15/17 1 day Bill Pingpank Batch Templates Tue 8/15/17 Fri 8/18/17 3 days Bill Pingpank Configure Schedules Fri 8/18/17 Mon 8/21/17 1 day Bill Pingpank Customer Review Mon 8/21/17 Fri 9/29/17 29 days LIMS Administrator,Bill Pingpank Lims settings,Users, Security Mon 8/21/17 Tue 8/22/17 1 day LIMS Administrator,Bill Pingpank Sample Point/ Client data Tue 8/22/17 Thu 8/24/17 2 days LIMS Administrator,Bill Pingpank Tests Templates Thu 8/24/17 Tue 9/5/17 8 days Bill Pingpank,LIMS Administrator Sample Templates Tue 9/5/17 Thu 9/7/17 2 days Bill Pingpank,LIMS Administrator COC/Project Templates Thu 9/7/17 Mon 9/11/17 2 days Bill Pingpank,LIMS Administrator QC Templates Mon 9/11/17 Fri 9/15/17 4 days Bill Pingpank,LIMS Administrator Containers/ Barcodes/Bottles Fri 9/15/17 Tue 9/19/17 2 days Bill Pingpank,LIMS Administrator Professional Services Agreement 8513 Laboratory Information System Page 179 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Task Name Start Finish Duration Resource Names Batch Templates Tue 9/19/17 Fri 9/22/17 3 days Bill Pingpank,LIMS Administrator Schedules Fri 9/22/17 Fri 9/29/17 5 days Bill Pingpank,LIMS Administrator Customizations, Instruments Mon 8/7/17 Fri 9/22/17 33.9 days Instrument Configuration Fri 8/18/17 Fri 9/22/17 25 days Danny Lankford Custom Reports Mon 8/7/17 Mon 9/4/17 20 days Mike Harris SCADA Integration Mon 9/4/17 Mon 9/11/17 5 days Mike Harris Historical Data Migration Mon 9/11/17 Mon 9/18/17 5 days Mike Harris Customer Data Configuration Sign off Fri 9/29/17 Fri 9/29/17 0.33 days FC Project Manager,LIMS Administrator,Bill Pingpank Phase V: Validation Test Planning Fri 9/29/17 Wed 11/8/17 28.08 days Create Validation Test Plans Fri 9/29/17 Fri 10/27/17 20 days LIMS Administrator,Bill Pingpank Review Validation Test Plans Fri 10/27/17 Wed 11/8/17 8 days LIMS Administrator,Bill Pingpank Validation Test Plans Sign-Off Wed 11/8/17 Wed 11/8/17 0.08 days FC Project Manager,Bill Pingpank,LIMS Administrator Phase VI: Installation and training Wed 11/8/17 Thu 11/16/17 5.5 days Installation Wed 11/8/17 Thu 11/9/17 0.5 days Bill Pingpank Administrator Training Thu 11/9/17 Mon 11/13/17 2 days Bill Pingpank,LIMS Administrator End User Training Mon 11/13/17 Thu 11/16/17 3 days Bill Pingpank,Lab Staff Phase VII: Validation Testing Thu 11/16/17 Thu 12/14/17 20.2 days Validation Testing Thu 11/16/17 Thu 12/14/17 20 days Lab Staff Issue Resolution Thu 11/16/17 Thu 12/14/17 20 days Bill Pingpank,Lab Staff Customer Validation Sign off/Go Live Thu 12/14/17 Thu 12/14/17 0.2 days FC Project Manager Professional Services Agreement 8513 Laboratory Information System Page 180 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Project Implementation Work Plan Below is the proposed implementation work plan for Ft. Collins’s Water Project. Phase I: Project Organization Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Project Definition and Change Control Process Bill Pingpank, Ft. Collins ’s Project Manager Beginning of Project remote Ethosoft acknowledges that there are different aspects of change in a project. Therefore, Ethosoft approaches project changes by characterizing the change as one of 3 related, but distinct change control mechanisms. They are (1) Project Scope Changes, (2) Configuration Management changes, and (3) Personnel Change Management. Scope changes can significantly affect the project and can have significant costs if changed. Therefore at the beginning of the project, a project definition document is created to define the scope of the project and the process for change of scope. When a change in scope is requested, Ethosoft will respond to Ft. Collins’s Project Manager in writing and itemize the cost in terms of time, and expense to Ft. Collins for the change. Ethosoft then requires a written approval from Ft. Collins to enact the change. The 2nd type of change that Ethosoft contents with on a project is Configuration Management Changes. These changes are brought about by data or set up information that needs to be changed. These are tracked on an issues list and changed according to the implementation schedule. There is usually no sign off required on Professional Services Agreement 8513 Laboratory Information System Page 181 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 these changes as time for them is built into the schedule, unless there is an unusually large schedule impact due to the change. The final change that is managed during an X-LIMS project is Personnel Change management. During any project there can be difficulties due to people’s perception (or lack thereof) to the change. Ethosoft handles this by embracing a Collaborative and Consultative change approach with the stakeholders in the project. Ethosoft does this by a different approach to implementing a LIMS system. After gathering requirements, Ethosoft uses the data to configure a test system on a secure website that the project stakeholders can access. On the test system, an Ethosoft implementation specialist modifies the system to be compatible with the requirements observed on the customer site. Examples include configuring the test library to be compatible with the customer’s test set up, adding limits to the system for the customer, setting up sample and project templates, etc. Once configured, a series of web sessions are held with the stakeholders and the implementation specialist to review the configurations in the test system. During the sessions, the implementation specialist shows the stakeholders how the configurations can be changed and helps them to make recommended changes to the configuration. Such an approach does 2 things: (1) it enables to the stakeholders to see the system in action before formal training and (2) it allows them to have a say in the implementation process that yields positive feeling about the implementation. This approach has yielded successful results for X-LIMS implementations. Project kick off meeting and sign off Bill Pingpank, Ft. Collins ’s Project Manager Day 1 on-site Meeting to review and specify (1) Project scope (2) the communication plan, processes and frequency of communication in the project and (3) pertinent stakeholders for Ft. Collins and Ethosoft. On the Ethosoft side, Bill Pingpank will be the Implementation Professional Services Agreement 8513 Laboratory Information System Page 182 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Specialist/Project Manager, and 2 technical staff will be used to configure reports, instruments, and to handle data migrations. Phase II: Project Requirements/ Data gathering Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Review Set-up data to load or configure, IT requirements. Review instrument files, , reports, Data to Migrate and any customizations Bill Pingpank, LIMS Administrator, other Ft. Collins staff as needed Day 2-6 on-site Review Workflow, Worklists, Templates, Bench worksheets, and reagents for the laboratory. Get data for data for Sampling points, Permit limits, Clients, Users, Barcoding, and X-LIMS security groups. Gather the instrument files for import and determine any required calculations on the data. Gather information concerning the IT infrastructure, including client machines and configurations, security policies, training and production server logistics, backup logistics. The LIMS administrator will need to be available to meet with the LIMS implementation specialist or to direct them to the appropriate Ft. Collins staff that can supply the information that is needed. Ft. Collins’s staff will need to be available to answer questions. Getting time free from each person that needs to pass information to the implementation specialist. Mitigate risk by advance scheduling the time Phase III: Data Analysis Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Review gathered data. Configure Worksheets for Test, QC templates Bill Pingpank, LIMS Administrator data for the implementation worksheets. Requirements Document is completed. checking progress frequently and communicating any issues to Ft. Collins Phase IV: System Configuration Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Set Up Test System Bill Pingpank Day 32 remote Ethosoft will set up a secure test configuration system on its server so that Ft. Collins’s employees can access the website via the internet so that they can view the configuration data and recommend modifications to data that is needed. Ethosoft System Data Configuration and Ft. Collins Review Bill Pingpank LIMS Administrator, Ft. Collins staff as needed Day 32-70 remote Ethosoft will configure Template data, schedule data, and Receiving data in X-LIMS. Ethosoft will load sample point information and client information into the system. This will be done by the implementation specialist. Ft. Collins will review the configuration data with Ethosoft via interactive web sessions so that they can (1) review and have input into the way the data is configured and (2) start to see how the data is related and interacts before formal training. The interactive web sessions will be a few hours long, 2 times per week (depending on schedules), with Ethosoft to go over the data and explain what is being observed or determining what needs to be changed Professional Services Agreement 8513 Laboratory Information System Page 184 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Representatives from the laboratory, operations and LIMS administrator(s) will need to attend the interactive sessions and be available to answer questions as they arise. System Data Configuration Sign-off Bill Pingpank Ft. Collins ’s Project Manager Day 71 remote Sign off meeting and document on the various system configuration items. Instruments Configuration Danny Lankford Day 40-65 remote Begin instrument upload routines. LIMS administrator(s) will need to be available to answer questions as they arise. Custom Reports Mike Harris Day 31-46 remote Begin Setting up 15 Custom reports LIMS administrator(s) will need to be available to answer questions as they arise. SCADA Export Mike Harris Day 46-51 remote Begin configuring SCADA Export. LIMS administrator(s) will need to be available to answer questions as they arise. Data Migration Mike Harris Day 52-57 remote Run Migration scripts for last review. LIMS administrator(s) will need to be available to answer questions as they arise. Phase V: Validation Test Planning Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Validation Plan Creation Bill Pingpank Day 71-90 remote Ethosoft will work with Ft. Collins to create the Validation test plans for the X-LIMS data configuration and reports. Professional Services Agreement 8513 Laboratory Information System Page 185 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Representatives from the laboratory section, operations, and the LIMS administrator(s) will need to be available to answer questions as they arise. Validation Plan review Bill Pingpank, Ft. Collins ’s Project Manager, LIMS administrator(s) Day 91-98 remote Ft. Collins will review the validation plan and recommend any changes to Ethosoft. Representatives from each laboratory section and LIMS administrator(s) will need to budget 10 days for reviewing the plan. Review time make take longer than time allotted due to normal workload schedules. Mitigate risk by implementation specialist monitoring progress and reporting issues immediately for resolution Validation Plan Sign off Bill Pingpank, Ft. Collins ’s Project Manager Day 99 On-site Ft. Collins will review and approval. Phase VI: Installation and training Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Installation Bill Pingpank, IT Coordinator Day 100 On-site Ethosoft will install on site the configured database and web application for testing. Ft. Collins should budget 1/2 day of time for the IT coordinator for the installation to assist with IT issues as they arise. Administrator Training Bill Pingpank, LIMS Administrator(s) Day 101-102 On-site Ethosoft will conduct an on-site training course for the LIMS administrators. Professional Services Agreement 8513 Laboratory Information System Page 186 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 LIMS administrators need to be available for 2 consecutive days End User Training Bill Pingpank, Ft. Collins ’s LIMS End Users Day 103-105 On-site Ethosoft will conduct an end user training sessions for 12 hours End Users need to be available for 12 hours for training. End users may not make the training schedule due to time off, or other commitments Phase VII: Validation Testing Tasks Person(s) Responsible Timetable Ethosoft Location Description Risks Validation Testing Ft. Collins representatives chosen to test Day 105-125 NA. To be done on Ft. Collins ’s server Ft. Collins will be run through the scenarios defined in the validation testing plan. During this time, the system will be run in parallel with the existing Ft. Collins data systems. Any issues with expected results will be logged with Ethosoft for resolution. The implementation specialist will be the main point of contact for any cases that are logged Several days of time should be allocated to Ft. Collins’s employees that are executing the validation plan. The exact amount of time with be determined by the scope of the validation plan Ft. Collins may fall behind on testing due to demands of everyday sample loads. Mitigate risks by following progress and reporting issues immediately for correction. Issue Resolution Bill Pingpank, Danny Lankford, Mike Harris , LIMS Administrator Day 105-125 remote Ethosoft will assign a case number to all issues that are raised during validation testing. The numbers will be tracked and (1) the resolution to the case will be noted or (2) an acceptable workaround will be offered for the issue logged. Professional Services Agreement 8513 Laboratory Information System Validation Testing Sign off Bill Pingpank, LIMS Administrator, Ft. Collins ’s Project Manager Day 126 On-site or remote Ft. Collins will sign off on the testing once the validation plan has been executed and all outstanding issues are accounted for with an acceptable resolution. Professional Services Agreement 8513 Laboratory Information System Page 188 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Gantt Chart Support and Maintenance Below is a summary of the services provided with the Annual Support and Maintenance Agreement. The Contract can also be found below the summary. The questions above have been addressed. All support and maintenance during the one year warranty period will be subject to the terms and conditions on the normal Support and Maintenance Agreement. The support and maintenance during the warranty period will function as normal support and maintenance with the following exception: to ease transition into normal support, during the warranty period, the customer has the option to route all maintenance and support cases through the implementation specialist as they are familiar with the customer’s system configuration. The warranty will be effective at final system acceptance and will last for one year. There is no additional cost for the warranty period. The Annual Support and Maintenance contract includes unlimited email and telephone support. Ethosoft supplies support from 8:00 a.m. to 5:00 p.m. MT, Monday through Friday. After hours support or on-site support may be purchase for an additional fee. The maintenance agreement also includes all X-LIMS patches, hotfixes, service packs, and new releases/versions X-LIMS as they are available. Throughout the project and up to a year after implementation, contact can be made directly to the implementation specialist assigned to the City. Support issues can be submitted directly to our Professional Services Agreement 8513 Laboratory Information System Page 189 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 main support email address or via our toll-free support hotline. A ticket number is assigned to the issue and once the ticket has been generated, the implementation specialist will analyze the support issue and manage all internal Ethosoft support resources as they are most familiar with the City’s configuration and needs. The implementation specialist will be the one point of contact between the City and the Ethosoft support team. If any fixes, patches, or corrections are necessary, then the City’s IT team will be notified and deployment will be coordinated according to the City’s established protocol. If the City grants Ethosoft secure remote access to the servers, Ethosoft will install any new updates or new releases on the servers for the City. Ethosoft requests access to the server to provide any support needed within 24 hours and most issues can be completed within 72 hours. Support response times are within 1 hour for production down issues and within 2 hours for high priority issues during normal business hours. In the case of emergencies, Ethosoft is available to travel on-site if needed where the City will be responsible for travel expenses and costs. At any given time, there are at least 5 employees that can provide technical support. Support and Maintenance Agreement Below are terms and conditions of the X-LIMS Support and Maintenance agreement that are renewed on an annual basis. This Software Support Agreement (the "Agreement") is made as the date of final software acceptance (the "Effective Date"),by and between Ethosoft, Inc., a Georgia corporation with its principal office located at 6050 Peachtree Parkway, Suite 240 #249, Norcross, GA 30092, Telephone: 800-870-7014, Fax: 678-935- 0823, Email: support@ethosoft.com.com ("Ethosoft") and the Licensed X-LIMS Customer whose name appears below ("Customer"). [Customer] and Ethosoft hereby agree as follows: 1. ETHOSOFT SOFTWARE PRODUCTS Pursuant to the X-LIMS System License Agreement included with the X-LIMS Software and/or the Software License Purchase Agreement (the "License Agreement"), Customer has licensed from Ethosoft the right to use the Licensed Software as defined in the License Agreement. 2. DEFINITIONS Professional Services Agreement 8513 Laboratory Information System Page 190 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 2.1 Error means a reproducible failure of the Licensed Software to perform in substantial conformity with the Licensed Software specifications set forth in the corresponding User's Guide, Administrator’s Guide, help files or other printed documentation. 2.2 Initial Support Term means the period beginning on the Effective Date of this Agreement and ending [Date2][Year2]. 2.3 Major Enhancement means any major functional revision to the Licensed Software (designated by a renumbered release number such as 3.4 to 4.0) released by Ethosoft during the Initial Support Term or any Renewal Support Term. 2.4 Minor Enhancement means any minor release, update, modification or "bug fix" which does not necessarily provide materially new functionality, as determined by Ethosoft in its sole discretion, and made generally available to Ethosoft's supported customers. 2.5 Renewal Support Term means a successive one-year renewal term following the Initial Support Term agreed upon by the parties pursuant to Section 7.1. 2.6 Support Times means the hours of each day and the days of each week set forth in Schedule 1 hereto. 2.7 Support Incident is defined as one specific Error or other technical issue that begins when a customer calls or emails Ethosoft Technical Support and ends when either the single specific Error or other technical issue is resolved or Ethosoft Technical Support deems it non-resolvable. Each specific support incident will generate a "ticket", which be opened, tracked and closed separately from any other specific support incidents. 2.8 Support Plan means the specific software support and maintenance plan offered by Ethosoft and selected by Customer. Ethosoft may offer different plans with specific support levels, number of covered incidents and extent of software maintenance provided. 3. SOFTWARE SUPPORT 3.1 Software Support Services During the Initial Support Term and any Renewal Support Term, Ethosoft shall render the software support services set forth in this section to Customer subject to: (i) Customer's payment of the support fees described in Section 5, and (ii) Customer's compliance with its obligations set forth in Section 4 and elsewhere in this Agreement. 3.2 Services The software support services to be provided by Ethosoft pursuant to this Agreement are as follows: (a) Help Desk Ethosoft will provide Customer with reasonable help desk assistance during the Support Times regarding the installation and implementation of the Licensed Software, and the identification, diagnosis and correction of Errors. Professional Services Agreement 8513 Laboratory Information System Page 191 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Ethosoft will attempt to resolve any support questions posed by Customer. If Ethosoft determines that it would be appropriate to do so, Ethosoft may defer resolution of a support question until a later time. At its discretion, Ethosoft may provide Customer with help desk support during times other than the Support Time and/or beyond the maximum number of monthly and/or annual Support Incident limits (if applicable) at Ethosoft's then standard rates. Customer shall be responsible for paying charges for such additional help desk support. (b) Web Site Ethosoft will provide Customer with access to technical information via its web site(s) on the Internet. (c) Minor Enhancements Ethosoft will provide Customer with copies of all Minor Enhancements at no additional cost to Customer. (d) Major Enhancements Ethosoft will provide Customer with copies of all Major Enhancements at no additional cost to Customer. 3.3 Procedures for Error Correction Services (a) Notification To obtain Error correction services, Customer must notify Ethosoft immediately of any suspected Error and must provide Ethosoft with reasonable detail of the nature of and circumstances surrounding the Error. “Reasonable detail” includes complete software, hardware and network configuration information as requested by Ethosoft. (b) Remote Diagnostics Ethosoft may perform remote diagnostics to determine the existence and nature of an Error. (c) Error Correction Ethosoft will make reasonable commercial efforts to correct and resolve Errors that Customer reports to Ethosoft and which Ethosoft is able to reproduce. Customer will promptly provide Ethosoft with all information requested by Ethosoft to reproduce such Errors. For each such Error, Ethosoft will use reasonable commercial efforts to provide Customer with a workaround, a software patch or, if Ethosoft is unable to provide Customer with either of the foregoing, a specific action plan for addressing the Error, including a good faith estimate of the time required to correct and resolve such Error. (d) Remote Correction Ethosoft may perform any Error correction work via remote telecommunications. If such remote support is unavailable, in Ethosoft' opinion, to satisfactorily resolve the Confirmed Error, Ethosoft may require Customer to provide data files on removable media via overnight courier (or other shipping method that provides end-to-end tracking) or other mutually agreed upon electronic medium at Customer’s expense. 3.4 Response Times Ethosoft will use reasonable commercial efforts to communicate with Customer, by telephone, e-mail, fax or Ethosoft’ website regarding Errors that Customer reports to Ethosoft during the Support Times; for purposes of this Agreement, a "response" means Ethosoft' acknowledgment of an Error, and does not necessarily mean that a resolution will be achieved. Professional Services Agreement 8513 Laboratory Information System Page 192 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 3.5 Limitations on Ethosoft's Support Obligations Notwithstanding anything to the contrary elsewhere in this Agreement, Ethosoft will have no obligation to provide any support services to Customer if: (a) Such support relates to or involves any products, data, features, devices or equipment not provided by Ethosoft; (b) Customer or a third party has altered or modified any portion of the Licensed Software in any manner without the prior written consent of Ethosoft; (c) Customer has not installed or used the Licensed Software in accordance with instructions provided by Ethosoft, including failure to follow implementation procedures; (d) Customer has failed to replace earlier versions of the Licensed Software with Enhancements provided to Customer; (e) A party other than Ethosoft (or a party authorized by Ethosoft) has serviced the Licensed Software and the Licensed Software no longer conforms to its specifications; or (f) Customer is not in full compliance with the other terms of this Agreement, the terms of the License Agreement, or any other agreement between Ethosoft and Customer. 3.6 Hardware Ethosoft's support obligations under this Agreement shall not include computer hardware, computer network, electrical, telephone, interconnection, or the installation or repair of accessories, alterations, parts or devices not furnished by Ethosoft. 3.7 Additional Services In its discretion, Ethosoft may provide Customer with additional support services for the Licensed Software not otherwise covered under this section or specifically excluded pursuant to Section 3.4 above, provided that Customer pays Ethosoft for such service at Ethosoft's then standard hourly and expense reimbursement rates. Except to the extent specifically otherwise provided in this Agreement, such support service is not included within the terms of this Agreement. 4. CUSTOMER'S OBLIGATIONS 4.1 Access During the Initial Support Term or any Renewal Support Term, Customer will provide Ethosoft with reasonable access (via remote telecommunications or on-site access at Customer's premises) to Customer's copies of the Licensed Software to the extent necessary, in Ethosoft's discretion, to enable Ethosoft to meet its support obligations as set forth in this Agreement. 4.2 Communications Link During the Agreement, Customer, at its sole expense, will provide access via the Internet. Ethosoft shall be entitled to use this Internet connection in discharging its responsibilities under this Agreement. Ethosoft shall have no liability to Customer if Ethosoft's ability to render support is impaired by Customer's inability to provide telecommunications functionality required for remote support. 4.3 Support Contact Professional Services Agreement 8513 Laboratory Information System Page 193 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Customer shall designate one employee and one alternate as its "Support Contacts" to be generally available during the Support Times to confer with Ethosoft regarding Errors and other support-related issues. Customer's Support Contacts are identified in Schedule 1. Customer shall notify Ethosoft immediately of any changes in the persons designated as Support Contacts. 4.3 Language Customer shall communicate with Ethosoft in English only. 5. FEES AND CHARGES 5.1 General Fees and Charges Customer shall initially pay Ethosoft the fees and charges for the Support Plan selected as set forth in the software license agreement. Ethosoft may make reasonable adjustments to fees and charges at the beginning of any Renewal Support Term. 5.2 Miscellaneous Items Customer shall bear all costs associated with procuring, installing, and maintaining all equipment, telephone lines and communications interfaces necessary for Customer to obtain Ethosoft support services. 5.3 Payment Procedures At the start of the Initial Support Term and on an annual basis 60 days prior to any Renewal Support Term, Ethosoft will invoice Customer for all fees and charges incurred by Customer pursuant to this Agreement. Customer shall pay all invoiced amounts in U.S. dollars within thirty (30) days of the date of invoice. Any payments for Renewal Support Term fees made after 60 days of invoicing will be subject to a 10% late fee and incur interest at 1.5% per month until the fees are paid in full. 6. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 6.1 Warranty The support services under this Agreement will be provided in a workman-like manner by individuals who are knowledgeable in the operation of the Licensed Software. All software bug fixes, work-arounds, Error corrections and Enhancements are provided on an "AS IS" basis. This software support agreement does not augment or alter the warranties provided under the Licensed Software’s license or purchase agreements, or any other agreements between Customer and Ethosoft. 6.2 Disclaimer Except as provided in Section 6.1, Ethosoft expressly disclaims all other warranties related to the Licensed Software or services provided under this Agreement, whether express or implied, including (without limitation) any warranty of merchantability or fitness for a particular purpose, or non-infringement. Ethosoft does not warrant that all Errors will be corrected. Ethosoft shall have no liability to Customer for any liability or damage sustained by Customer as a result of any claim or action brought or asserted against Customer by any third party. 6.3 Maximum Liability Professional Services Agreement 8513 Laboratory Information System Page 194 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 In no event shall Ethosoft' cumulative liability for any claim arising in connection with this Agreement exceed the amount of the total fees and charges paid to Ethosoft for Support Services by Customer during the six (6) months preceding any such claim. 6.4 Consequential Damages REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL ETHOSOFT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, EVEN IF ETHOSOFT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 6.5 Indemnification Customer shall indemnify and hold harmless Ethosoft, its respective employees, officers, directors, shareholders and agents (collectively, the "Indemnitee") and hold the Indemnitee harmless against any and all losses, costs (including court costs and reasonable attorneys' fees), damages, settlements, suits, actions, expenses, liabilities, and claims sustained by the Indemnitee arising out of or resulting from any material breach by Customer of the terms and conditions of this Agreement. 7. TERM AND TERMINATION 7.1 Term This Agreement will commence on the Effective Date and continue in effect during the Initial Support Term. This Agreement will automatically renew for successive, one (1) year Renewal Support Terms unless terminated by either Ethosoft or Customer in accordance with this section, subject to Customer's payment of the applicable fee pursuant to Section 5 above. 7.2 Termination for Convenience If at any point, either party decides not to renew this Agreement, it shall provide the other party written notice of its intention not to renew at least sixty (60) days prior to the end of the Initial Support Term or the then-current Renewal Support Term, as the case may be. 7.3 Additional Termination Rights This Agreement may be terminated as follows: (a) License Agreement This Agreement shall immediately and automatically terminate upon the termination of the License Agreement. (b) For Breach Either Ethosoft or Customer may terminate this Agreement immediately upon the occurrence of an uncured breach by the other party of a material provision of this Agreement, or any other agreement that exists between Ethosoft and Customer. This includes but is not limited to the License Agreement, for X-LIMS, Professional Services Agreement(s) and corresponding Work Orders or any other agreement that may exist between Ethosoft and Customer. An uncured breach is defined as a breach or violation of any Agreement that the breaching party has not corrected to the non- Professional Services Agreement 8513 Laboratory Information System Page 195 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 breaching party's reasonable satisfaction within thirty (30) days after the non-breaching party has provided the breaching party with written notice specifying details of the breach. (c) Financial Condition Either party may terminate this Agreement on the occurrence of the filing of a petition or seeking of relief under applicable bankruptcy or insolvency laws by or against the other party. 7.4 Post-Termination Responsibilities Following termination of this Agreement, Ethosoft shall immediately invoice Customer for all accrued fees and charges and all reimbursable expenses, and Customer shall pay the invoiced amount immediately upon receipt of such invoice. 8. NOTICES 8.1 Notice Unless otherwise specified in this Agreement, all notices shall be in writing and shall be mailed (via registered or certified mail, return receipt requested), telecopied, telegraphed, delivered by a nationally recognized express courier service, or personally delivered to the other party. All notices will be effective upon receipt. 9. GENERAL 9.1 Amendment No amendment of this Agreement shall be effective unless in a writing specifically referencing this Agreement and signed by the duly authorized representative of both parties. 9.2 Assignment Except as set forth herein, this Agreement may not be assigned or transferred by Customer without the prior written consent of Ethosoft. In the event of assignment or transfer, fees may apply. Ethosoft shall be allowed to assign this Agreement to any third party; or to a successor entity by way of merger, acquisition, purchase of all or substantially all of its assets, or operation of law, provided that such successor agrees in writing to be bound by the terms of this Agreement. 9.3 Choice of Law The validity, construction, and enforcement of this Agreement, and the determination of the rights and duties of the parties, shall be governed by the laws of the State of Georgia exclusive of any choice of law provisions. 9.4 Headings The headings in this Agreement are for convenience of reference only and shall not be used for the construction or interpretation of this Agreement. 9.5 Entire Agreement Professional Services Agreement 8513 Laboratory Information System Page 196 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 This Agreement, together with the attached Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior or contemporaneous statements or agreements with respect to such subject matter are superseded by this Agreement. 9.6 Force Majeure Except for making payments, should either party fail to perform or should its performance under this Agreement be delayed by any factor beyond the reasonable control of the delayed party, then the time for performance of the delayed party shall be extended by a period of time equal to the duration of such delay provided that the parties work diligently to minimize any such delay. 9.7 Severability A holding by a court of competent jurisdiction that one or more of the provisions contained in this Agreement is unenforceable in any respect shall have no effect on the validity of any of the remaining provisions of this Agreement. 9.8 Time Limitation No action arising out of the performance of services by Ethosoft under this Agreement may be brought by Customer more than one (1) year after such cause of action arose. 9.9 Waiver Waiver by any party of the breach of any provisions of this Agreement by the other party shall not be construed as a continuing waiver of such provision or a waiver of any other breach of any other provision of this Agreement. To be enforceable, a waiver must be in writing and signed by the waiving party. 10. ACCEPTANCE Receipt of payment and/or Support Order Form by Ethosoft via e-mail, fax, postal mail, electronic form submission from website or any other means; or use of support services or acceptance by Customer of updated software from Ethosoft shall constitute Customer’s complete and unconditional acceptance of the foregoing. SCHEDULE 1 A. Support Times The Support Times as provided in Section 2.6 are as follows: Monday through Friday, 8:00 a.m. through 5:00 p.m. (Mountain time), excluding the following holidays: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Additionally, hours may be limited on other national holidays and/or days preceding or following certain holidays. Proposed Training Plan Initial training takes place during Phase VI of the implementation plan described previously in this section. For training, the Ethosoft implementation specialist familiar with the City’s processes will come on site and train the X- LIMS administrator(s) and the end users. Training will be catered to the City’s processes as the implementation specialist will already have a thorough knowledge of the City’s workflow and scope of services. Administrator training Professional Services Agreement 8513 Laboratory Information System Page 197 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 will last for 2 days and will cover the setup and administrator aspects of X-LIMS. The training for the regular end users will last 3 days and cover the everyday aspects of using the system. All training is done on-site at the City. Ethosoft provides the following documentation with X-LIMS: X-LIMS On-Line Help X-LIMS Administration Guide X-LIMS User’s Guide X-LIMS Administrator Training Guide X-LIMS Users Training Guide X-LIMS Installation Guide NIST 800-53 Ethosoft has internal policies for public networks, system and data security, audit and accountability, authentication, personnel security, system information integrity. With respect to how they match with the comprehensive NIST 800-53 standard, Ethosoft is not 100% compliant with the standard, nor has Ethosoft been audited against the standard. In addition, the standard has different requires for Low, Moderate, and High baseline impact environments. In reviewing the standard, Ethosoft adheres to many of the same principles in its own SOPs and in the development of the X-LIMS product that are outlined in the NIST standard. A few examples of how Ethosoft adheres to the standard for security in its X-LIMS code is shown with respect with examples in the table below. Note: due to the size of the NIST standard, this list is for illustrative purposes only and is by no means complete. NIST Security Item Example SC-2 application partition X-LIMS can run across partition systems SC-8 Transmission confidentiality and transmission X-LIMS can transmit data via HTTPS which encrypts data SC-10 Network disconnect X-LIMS can log off users after a period of inactivity SC-11 Trusted Path X-LIMS can be set up to only run from a trusted path SC-13 Cryptographic Protection X-LIMS can transmit data via HTTPS which encrypts data. Passwords in database are stored encrypted Professional Services Agreement 8513 Laboratory Information System Page 198 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 SC-23 Session Authenticity X-LIMS authenticates all request so that a man in the middle attack is foiled SC- 43 Usage Restrictions X-LIMS assigns users to security profiles witch limit access to the system functions. Data Conversion and Migration Methodology Ethosoft usually migrates data for customers in every project to some degree. Items like clients and sample locations are usually loaded into the system from what the customer has, usually from a database or Excel spreadsheets. Roughly 75% of Ethosoft’s projects including migrating tests and historical analytical data from pre-existing LIMS systems. Ethosoft will migrate the historical data from the current LIMS application(s). Ethosoft has a proven track record with historical data migrations; references can be provided where Ethosoft has migrated specific historical sample testing data into X-LIMS. Ethosoft migrates legacy data into the X-LIMS historical data tables such that it allows X-LIMS reports and ad-hoc queries to access the historical data as well as production X-LIMS results. The approach and methodology that Ethosoft uses to migrate historical data is as follows: 1. The time period for the data migration is specified by the customer. 2. The customer provides data exports in the form of MS Excel files or .csv files (or alternatively a backup of the current database depending on NDA agreements in place with prior vendor). This data is imported into temporary staging tables where Ethosoft identifies all sample locations, tests, test results, and client specific data. 3. These data elements are grouped and sorted and provided to the client for review. The common activities that occur during this review process is to identify actively sampled locations as well as those that are no longer being sampled - but will be imported for historical purposes. In addition, a common occurrence with this particular historical data structure is the situation where different naming conventions have been used for the same actual location. An important part of the data review task is identifying these varied naming conventions and narrowing them down into singular values to be used in X-LIMS while also preserving the previously used naming conventions. QA/QC analytical results are not migrated. 4. Once the data review and any changes have been done, Ethosoft will test migrate the historical data in 2 passes before the cut-over at go live to determine if there are any problems with the migration scripts. Any issues are identified and the migration scripts are adjusted to correct the issues. 5. After all issues have been addressed, the scripts are executed at the go-live point and all Professional Services Agreement 8513 Laboratory Information System Page 199 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 historical data is migrated for a final time. 6. In general, Ethosoft estimates that approximately 2 weeks are required for customer staff to review the data, provide any necessary clarifications, and review the test migrations. Professional Services Agreement 8513 Laboratory Information System Page 200 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 F. Vendor Capabilities / Assigned Personnel The proposed project team for the City’s LIMS implementation is listed below in the organizational chart. The team will consist of Bill Pingpank (Project Manager and Implementation Specialist), Danny Lankford (Instruments Configuration), and Michael Harris (Report Configuration) from Ethosoft. All members of the project team have been with the X-LIMS product since its inception and are based in the Atlanta office. No subcontractors will be involved in the City’s project. All proposed project members will be available to participate in the City’s LIMS project. Ethosoft assigns an implementation specialist to all X-LIMS projects. The duties of the implementation specialist are to (1) act as the Ethosoft project manager for the implementation, (2) coordinate project work among the other Ethosoft resources, (3) learn the customer’s workflows and processes to spearhead the system configuration, (4) train the systems administrators and end users at the end of the project with X-LIMS already configured for the customer data and process, and (5) act as the support contact during validation testing ( see Ethosoft’s 7-step project process in section E.). Thus, the implementation specialist becomes knowledgeable with the customer’s processes and systems and can offer key insights during the configuration, training, and testing phases. Bill Pingpank Title: VP Client Services (function: Project Manager & Implementation Specialist) Danny Lankford Title: Sr. Engineer (function: Instrument Config. and Data Migration) Michael Harris Title: Sr. Developer (function: Report Configuration) Professional Services Agreement 8513 Laboratory Information System Page 201 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Resumes Here are five projects that the proposed project team (all members) have completed in the past 5 years. This list is not exhaustive. 1. St. Paul Regional Water Services, MN 2. City of Memphis, NA 3. City of Sunnyvale, CA 4. City of Madison, WI 5. Richland County, SC The resumes of Ethosoft project members can be found below. Team Member 1: William Pingpank Project Function: Implementation Specialist Qualifications: Bill Pingpank has over 16 years directly involved in the environmental laboratory field. Bill’s foundation in this industry began as a bench organic chemist at a well- respected national environmental laboratory services provider. This bench level experience was augmented with additional departmental activities including; Microbiology, Wet-Chemistry, Metals, and Volatile testing preparation and analytical duties. Bill used this foundation in his next role within environmental laboratory activities as Quality Control and Assurance Manager for two (2) national environmental laboratory services providers. Those years involved in daily laboratory and regulatory issues served as strong reference points when Bill was recruited by a national LIMS provider as their environmental sector’s lead designer and engineer. In this role, Bill not only was devoted to environmental LIMS applications but also gained significant exposure to other laboratory sectors (Homeland Security, Manufacturing, Petro-Chem, etc.). Mr. Pingpank uses this environmental laboratory and IT experience in his daily activities at Ethosoft as Vice President of Client Services since he joined the company not only as an employee, but as an owner. Bill has over 30 LIMS installations to draw upon to ensure the success of each of Ethosoft’s X-LIMS implementations. Employment History Professional Services Agreement 8513 Laboratory Information System Page 202 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 August 2005-Present: Vice President of Client Services, Ethosoft, Inc. Responsibilities include: Manages all client contact for clients served by Ethosoft’s X-LIMS laboratory information management system. Performs business development duties and client follow-up for the X-LIMS product line. Performs project management for select X-LIMS projects. Act as implementation specialist for X-LIMS projects. Duties consist of performing on-site requirements gathering, assist in systems configuration, and perform on-site training and follow- ups. Assist in design of X-LIMS enhancements and maintenance corrections June 1998 to June 2004: Project Engineer/Manager, Atlanta Systems Consultants Responsibilities included: Designing laboratory information management systems design and management of projects of varied size – from small single location 10-20 person labs to multi location facilities with users totaling in the hundreds. Working with municipal, commercial, and federal agencies to define and document their business objectives for an enterprise software solution. Overseeing development teams and managed schedules and budgets for projects in the development and implementation phases. Security clearance granted through a background check performed by US Department of Homeland Securities for a multi-location nationwide project. Trained customer’s administrators and end users on the enterprise solution in their environments February 1997 to June 1998: Quality Control / Quality Assurance Manager, Hydrologic Laboratories Responsibilities included: Overseeing data quality objectives and adherence of laboratory chemists and microbiologists to proven and acknowledged standards. Acting as a liaison between state and federal regulators and senior laboratory management. Provided technical and data interpretive support to clients. Initiating and receiving validations from various state and private oversight agencies allowing business expansions to new markets. Professional Services Agreement 8513 Laboratory Information System Page 203 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 April 1993-December 1996: Quality Control / Quality Assurance Manager, Savannah Laboratories Responsibilities included: Providing guidance and oversight in meeting regulatory requirements at the state and federal levels. Performing client education seminars in data validity and integrity. Providing internal training to technical staff members in regulatory interpretations. Data package preparation and validation from an evidentiary standpoint for Superfund legal cases. Professional Services Agreement 8513 Laboratory Information System Page 204 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Team Member 2: Danny Lankford Project Function: Sr. Engineer Employment History September 2004- Present: Senior Engineer, Ethosoft, Inc. Designs and programs new functionality, enhancements, customizations and maintenance fixes on the X-LIMS product line. Performs technical designs for all new enhancements and customizations. Responsibilities include: Developing on the X-LIMS product line using in C#, T-SQL, and XML technologies Performing technical designs for developed code Performing Level 2 support and troubleshooting as needed Ensure all development procedures and code methodologies are correctly followed April 2002 – August 2004: Programmer/Analyst, Distinct Logic Responsibilities included: Developing system requirements and optimize the software user experience and to translate the resultant specifications into systems that are both functional and user-friendly. Managing development project and deployments for New Healthcare Management Group, Exhibitus, and WorldCom. Nov. 1995 – April 2002: Programmer/Analyst, Atlanta Systems Consultants/LabLynx Professional Services Agreement 8513 Laboratory Information System Page 205 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Had involvement with a diverse array of clients in the design, development, implementation, and operations aspect of creating custom-tailored applications to meet specific business needs. Worked on the LabLynx, VistaLynx CM product lines as well as a custom application built for World Com. Responsibilities included: LabLynx LIMS: Developed clinical, analytical, and environmental Laboratory Information Management Systems for clients including The Florida Department of Health, Ecolab, and the City of Atlanta Wastewater Treatment Division. Processes implemented by these systems included project/client management and sample login/processing. The clinical lab systems included modules for tracking patient activity. Vistalynx CM: Drawing upon experience with SAP R/3, appointed chief architect for a suite of Active Server Pages and ActiveX DLLs that dramatically increased the productivity of developers while simultaneously enforcing coding standards and improving quality over traditional development methods. This component-based rapid application development environment was used to construct the LabLynx LIMS and several systems for MCI / WorldCom. MCI/Worldcom: This ongoing project was the main focus of my efforts for 3 years. The system is the one source of mid-market contracts for all 10,000 of MCI/Worldcom’s field sales representatives. Originally developed as a client-server application by a team of three, including myself, the system was converted to an OLEISAPI IIS intranet application using Visual Basic 4. Upon the advent of beta ASP technology (Denali), the application was gradually converted to a pure ASP implementation. Towards the end of the project, I spearheaded a pervasive overhaul that included extensive usage of client-side scripting, DHTML, and CSS. This was the only legacy system that both the MCI and Worldcom sales force agreed to utilize post-merger. Feb. 1993 – Nov 1995: Programmer/Analyst, Colgate-Palmolive Company Hired as a junior level programmer. Responsibilities included: Coding for implemented SAP R/3 system Professional Services Agreement 8513 Laboratory Information System Page 206 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Team Member 3: Michael Harris Project Function: Developer Employment History June 2005- Present: Senior Developer, Ethosoft, Inc. Programs new functionality, enhancements, customizations and maintenance fixes on the X- LIMS product line. Responsibilities included: Developing on the X-LIMS product line using in C#, T-SQL, and XML technologies Constructing scripts for historical customer data or data to be loaded into X-LIMS Spearheads technical designs or technical customer requirements Key X-LIMS technical projects include: Audit Anywhere – designed and constructed the ability to audit all fields in the X-LIMS product line DocumentXChange – designed and constructed the ability to attach documents to all X-LIMS entities X-LIMS extranet – designed and coded the extranet functionality in X-LIMS Drop and Drag in Web Browser – Design the ability for X-LIMS to use drop and drag interfaces January 2002 – April 2005: Web Developer, Ant Farm Interactive Worked with all levels of the agency to create mission critical internal applications, high profile web sites, and maintain production applications, databases, and servers. Responsibilities Included: Professional Services Agreement 8513 Laboratory Information System Page 207 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Developing an ASP.Net w/C# information management system that included file management and made use of XML web services in a smart client browser setting. Engineering and developing a Mobile device staff services web application using C# ASP.Net Mobile web controls. Designing, developing, and deploying a web-based timesheet system used internally by Ant Farm that includes dynamic excel reports of hours using ASP.Net w/C# and SQL Server 2000. Creating a customer support phone number search tool used by 14,000 Cingular Wireless customer support representatives. www.georgia.org - Maintained and modified ASP-driven site as part of creative team. Dynamic Content was stored in SQL Server 2000 database. November 1998 – October 2001: Lead Developer Atlanta Systems Consultants Worked on sever Laboratory Information Management System Projects utilizing Active Server Pages, VB COM, and SQL Server and Oracle technologies. Key Projects Included: Fairfax Water Authority Laboratory Information Management System (LIMS). Responsibilities included: Beginning to end solo development of ASP/intranet based LIMS for Fairfax County, Virginia. Developing an ASP/IE 5.0 front end and Oracle 8i back end. Key modules include an automated sampling program to create bottles/samples based on required daily testing procedures using Oracle procedures / functions / Job. Using Crystal Reports to create workflow/Status reports. Professional Services Agreement 8513 Laboratory Information System Page 208 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 North Shore Sanitary District LIMS Responsibilities Included: Developing an ASP/IE 4.0 front end and Oracle 8.05 back end with Excel and Crystal reports. . Building a tracking system for samples moving through the lab using several layers of state transition. Creating a Batch Processing/Data Entry module unique to Client’s Business rules. Converting T-SQL framework procedures over to Oracle PL/SQL. Automated Dynamic Scheduling Application Responsibilities Included: Developing and designing an ASP based dynamic scheduling application as a component for any LIMS system developed by ASC. Professional Services Agreement 8513 Laboratory Information System Page 209 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 References: Provided below are references for X-LIMS implementations similar to that of the City. The majority of the Proposed Project Team was involved in all of the references listed below. Customer 1 Organization Name St Paul Regional Water Services Laboratory Type Municipal Drinking Water Lab Contact Che Fei Chen Contact Title Water Quality Supervisor Phone Number 651-266-1629 Email Address Chefei.Chen@ci.stpaul.mn.us Mailing Address 1900 Rice St, Maplewood, MN 55113 The St. Paul Regional Water Services (SPRWS) laboratory’s mission is to test and monitor both The County and the metro St. Paul, Minnesota drinking water system comprised of over 1,100 miles of water mains. The laboratory uses X-LIMS to track analyses for over 180 inorganic, organic, microbiological, and subcontracted tests from approximately 500 different sampling locations. SPRWS follows EPA and standard methods for all of its testing and is NELAC compliant. X-LIMS is configured at SPRWS to import data from both subcontracted laboratories and from the GE Fanuc SCADA system. X-LIMS then uses sample, test, and SCADA data to generate the monthly SPRWS’s regulatory reports that are submitted to the state of Minnesota. Non-laboratory staff accesses the system to check on the status and history of analytical data. Over 27 years of historical data was mapped into X-LIMS during implementation. Customer 2 Organization Name Cobb-Marietta Water Authority (CMWA), GA Laboratory Type Municipal Drinking Water Lab Contact Dolisa Williams Contact Title LIMS Administrator Phone Number (770) 514-5280 Email Address dwilliams@ccmwa.org Mailing Address 3610 Mars Hill Road, Acworth GA 30101 Professional Services Agreement 8513 Laboratory Information System Page 210 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 The CMWA uses one installation of X-LIMS to service 2 laboratories, a chemical laboratory in Marietta, GA and a microbiological lab in Acworth, GA. The CMWA has 2 drinking water plants and is a major supplier of drinking water in the Atlanta metro area, servicing and selling its water to 13 wholesale customers (municipalities and counties) through a 200 plus mile transmission system. In fact, CMWA is the 2 nd largest supplier of drinking water in the state of Georgia. The laboratories use X-LIMS to run samples from the plants, the distribution system, wholesale customers and from walk in customers. X-LIMS is used to generate monthly water reports for the laboratory required by the State of Georgia. Customer 3 Organization Name Ocean County Utilities Authority, Ocean County, NJ Laboratory Type Municipal Drinking Waste Water Lab Contact Randy Martin Contact Title Systems Administrator Phone Number (732) 269-4500 Email Address rmartin@ocua.com Mailing Address 501 Hickory Lane, PO Box P, Bayville, NJ 08721-2157 The Ocean County Utilities Authority (OCUA) operates 3 waste water treatment facilities (North, Central and South plants) with a total combined capacity of eighty million (80) gallons per day. The collection system consists of forty (40) pumping stations, approximately two hundred (200) miles of lines, and three ocean outfall lines which serves a population of over 500,000 in thirty- one (31) municipalities in Ocean County and five (5) municipalities in Monmouth County. The Authority has three unique locations with primarily process control labs at the Northern and Southern facilities and a larger laboratory facility at the Central facility. All laboratories are state certified. The Authority analyzes over 40,000 samples a year and purchased X-LIMS to replace its old Perkin Elmer LabWorks system. X-LIMS was configured to capture all laboratory data and to Professional Services Agreement 8513 Laboratory Information System Page 211 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 automatically bring in data from the plant SCADA systems in order to generate over 14 regulatory and process control reports. OCUA licensed X-LIMS for 10 concurrent users, migrated in 6 years of historical data connected. Customer 4 Organization Name City of Olathe, Olathe, KS Laboratory Type Municipal Drinking Water/ Waste Water Lab Contact DeWayne McAllister Contact Title Laboratory Supervisor Phone Number (913) 971-5233 Email Address DMcAllister@OLATHEKS.ORG Mailing Address 600 S Curtis, Olathe KS 66061 City of Olathe is a suburb of Kansas City, MO. Olathe has its own environmental laboratory that services both drinking water and waste water plants. The lab is comprised of 5 different sections (Sample Receiving, Wet Chemistry, Organics, Metals, and Microbiology) and runs over 80,000 samples a year. The Laboratory had been using the Perkin Elmer LabWorks system as their LIMS for over the past 10 years and decided to replace the system with X-LIMS. During the project, Ethosoft migrated the LabWorks historical data over to X-LIMS. The lab is now using X-LIMS to run regulatory reports for the State of Kansas The City of Olathe’s laboratory has integrated X-LIMS with the following instruments: • Seal Analytical AC2 • Perkin –Elmer ICP Optima 2100DV • IC Thermo Fisher Dionex ICS 1600 • TOC I Professional Services Agreement 8513 Laboratory Information System Page 212 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Litigation / Contractual Disputes Ethosoft, Inc. is not involved in any civil litigation, arbitration, or proceeding which is pending or was concluded. Ethosoft has not been involved in any such dispute since its foundation. Additionally, there has been no change in ownership since its foundation. Professional Services Agreement 8513 Laboratory Information System Page 213 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 G. Sustainability/ TBL Methodology Ethosoft subscribes to sustainable practices that help the environment and at the same time offer productivity gains and help the bottom line for the company. It is part of the corporate culture and it has become a part of the fabric of how we do business. How does Ethosoft do this? First, Ethosoft allows employees to work from home at least 2 days per week. This allows the employee to be more productive and not sit in Atlanta traffic for what can be hours at time. The time saved from traffic, allows the employee more productivity. In addition, telecommuting saves fuel, allowing less fossil fuel burning, which is a bonus for the environment. Second, Ethosoft strives to recycle as much as possible. Every employee is given a recycle bin to dispose of waste paper in the office. This lowers the cost of paper supplies for Ethosoft, as we have found, internal draft documents are often printed on one sided of used paper, allowing Ethosoft to save on paper costs. In addition, recycling paper is good for the environment as less trees are needed to supply the company’s paper needs. Recycling also takes place in the break room as plastics and glass are put in the proper disposal bins. All printer toner cartridges are in a recycle program as well, offer discounts on purchases on new ones. Third, Ethosoft minimizes packing and media use (and thus lowers supply costs) by electronic delivery of software and any documentation. This allows customers to receive materials from Ethosoft without the need for environmental unfriendly packing and plastics derived from hydrocarbons (DVDs, CDs, etc.), as well eliminating the fuel required to ship the items. Finally, Ethosoft supports customers remotely, reducing the number of trips that is required to a customer’s site for support. By conducting remote support, Ethosoft can respond to customers faster and offer more inexpensive support, compared to our competitors. This is good for Ethosoft bottom line as well as the cost incurred by our customers. In addition, remote support, also helps the environmental by reducing the fuel and supplies required to transport our employee to the customer site. Professional Services Agreement 8513 Laboratory Information System Page 214 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 H. Price A completed pricing workbook has been submitted with this RFP. Most of the cost other than travel and SCADA integration have been included in the pricing workbook. Travel costs will be billed as incurred and in accordance with Fort Collins Expense Guidelines. SCADA integration has not been priced because details about the scope of work for this integration are not known. All additional services will be billed at $140.00/hour. The rate is the same for all Ethosoft employees. Professional Services Agreement 8513 Laboratory Information System Page 215 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Appendix A. X-LIMS Server Hardware Requirements Note X-LIMS requires a database server and a web server on the customer’s network to run. The database and web server may be installed on one server or be separated into a distinct database server and a distinct web server, depending on the customer’s needs. The specs below assume the scenario for 2 distinct servers. X-LIMS supports server virtualization. 1. Processor Type and Speed Web Server: Minimum: Server class Dual core processor at least at 1.6 GHZ, Quad processor 2.0 GHZ or higher recommended Database Server: Minimum: Server class Dual core processor at least at 2.0 GHZ; Quad core Server class processor 2.0 GHZ or higher recommended 2. Memory requirements Web Server: Minimum: 4 GB of memory, 8GB or higher recommended Database Server: Minimum: 4 GB of memory, 8GB or higher recommended 3. Hard Disk Size Web Server: Minimum: Hard disk with at least 250GB in storage; 500GB or higher recommended Database Server: Minimum: Hard disk at least 250GB in storage; 1TB or more in storage recommended 4. Operating Systems Professional Services Agreement 8513 Laboratory Information System Page 216 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Web Server: Windows server 2008R2 or higher, 32 bit or 64 bit. Database Server: Windows server 2008R2 or higher running MS SQL Server 2008R2 or higher, 32 bit or 64 bit. 5. Software Configuration Web Server: Microsoft Internet Information Services 7x or higher, .NET framework 4.0. Database Server: MS SQL Server Reporting Services (SSRS) will need to be installed to run SSRS Reports. X-LIMS End User Workstation Minimum Hardware Requirements Minimum Processor Type and Speed: Dual Core Pentium (or equivalent) at 1.5 GHZ or higher Minimum Memory requirements: 2GB or higher Minimum Hard disk size: Minimum hard drive of 250GB Operating System: Windows 7 or higher Other: MS Internet Explorer 9 or higher. MS Excel 2007 or higher if X-LIMS Excelerator is to be used. Tablet Specifications for MobileXChange (Field Data Collection) Tablet with Quad Core processor with at least 1 GB of RAM, running Windows OS, Apple iOS, or Android OS. Professional Services Agreement 8513 Laboratory Information System Page 217 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Page 1 of 9 Vendor: Contact: Instructions to Vendors: Laboratory Information Management System Functional Requirements C I D X Ethosoft has successfully implemented LIMS for environmental and municipal labs with scopes similar to Fort Collins in the past 3-5 years. References have been provided. 2.1 X X X-LIMS is a web-browser based LIMS. X-LIMS is an ASP.NET application meaning that it runs on a Web server, not the end user’s PCs. Users access the system by typing the URL of the X-LIMS installation in Internet Explorer and the end user can run the application. There are no downloads necessary on the user's PC, 2.2 X X X-LIMS has a simple screen design. The top frame displays logged in user information and overall systems functions. In the left upper most corner is a menu button that when clicked, exposes a dynamic menu whose content is defined by the users’ security rights. When a menu item is selected, a list of data optimized for ease of use. Each list contains the pertinent information for the item selected. All lists in X-LIMS are designed for efficiency allowing users to quickly navigate through record sets. 2.3 X X Through X-LIMS' flexible workflow management, the data management requirements of all three Fort Collins' labs can be handled. Administrators can enable and disable features and screens so that only authorized users have access to them. 2.4 X X X-LIMS contains the AuditAnywhere utility. AuditAnywhere is the audit functionality in X-LIMS and records the person responsible for data changes, the data that was changed, the reason why it was changed, and the date and time of the change. In addition, X-LIMS has the ability to track the deletion of records. If the user does not enter a reason (comment), deletion cannot take place. AuditAnywhere allows administrators to identify areas of the LIMS where they require auditing to take place. X-LIMS has the ability to audit data on any screen, not just when an analyst enters analytical data like many of our competitors do or just the last change. X-LIMS retains a history of all changes to a record over time. X-LIMS also automatically tracks the workflow changes and the history of the changes so changes in the approval status for a test will be recorded. 2.5 X X X-LIMS provides authorized users the ability to request reanalysis of samples/analytes. 2.6 X X The DocumentXChange utility which is included in X-LIMS allows documents to be uploaded to the central server and then be made available to users of the LIMS. Common use of this tool is for SOPs for testing and other reference materials. The ability to upload and reference documents exists throughout X- LIMS and is not limited to SOPs. Files can be attached to any object in the system including samples, QA samples, and sites. 2.7 X X X-LIMS supports ISO 17025 compliance and is run in ISO Page 2 of 9 4.5 X X The City can purchase concurrent user licenses for X-LIMS that allow a certain number of users to access the system simultaneously from any workstation that has access to the City’s network. However, this does not limit the number of user IDs. For example, if the City has 20 concurrent X-LIMS user licenses and 33 members of staff, all 33 members of staff can have unique user IDs and security profiles, but only 20 members will be able to access the system at the same time. The number of unique user IDs and/or security profiles are set by the City and is not limited through X-LIMS. Should the laboratory grow and need more concurrent user licenses in the future to increase the number of users that can be logged in at the same time, these can be purchased through Ethosoft. 4.6 X X With X-LIMS security profiles, administrators can specify what users can have access to what menu items, screens, data fields, and functions on screens ( i.e. approval button). 4.7 X X X-LIMS is compliant in providing this requirement. 4.8 X X X-LIMS utilizes standard Microsoft SQL Server database engines. Access and privileges to the database may be granted to certain admins as required by The City's IT staff X LIMS 4.9 X X X-LIMS offers a simplified 2 table repository for historical results that require import into X-LIMS. The table structure and design 4.10 X X With the limited information being provided about these legacy lookup tables, it is assumed that the most likely integration point within X LIMS would be our Select List system This would allow 5.1 X X The security and access controls provided to administrators within X-LIMS allow The City to create as many different security profiles as are deemed appropriate. These profiles are than assigned to users limiting their access to the system (screens, fields, and even specific data). 5.2 X X X-LIMS allows administrator to assign specific permissions to data via redefined filters that can be assigned to user's profiles. 5.3 X X Administrators are also given the ability to reset user accounts, change security profiles, and access user accounts as needed through X-LIMS at any time. 5.4 X X Although a purchased system is being proposed, Ethosoft can offer X-LIMS as a hosted system if requested. The monthly uptime percentage is at least 99.99% for a cloud hosted solution. A white paper on security can be provided if Fort Collins requests a hosted system. 6.1 X X This requirement is provided through the use of ExtraNet. For external laboratory clients, the X-LIMS ExtraNet is a browser independent functionality that offers a web site through which clients can access their completed laboratory data and reports. In order to access the web site, clients are given a user name and password by X-LIMS’ administrators. X-LIMS administrators also have control over what data their clients can see on their portals. 6.2 X X Read only access can be granted to users that have access to the City's network through the use of X-LIMS read-only user Page 3 of 9 8.11 X X X-LIMS is provided with a complete instrument maintenance component which documents maintenance and allows the scheduling of routine maintenance tasks where the system will create future tasks, alert specific users that the tasks needs to be performed, and record the results of the task for future reference. 8.12 X X Alerts can be configured to inform users when instruments require schedule service. 8.13 X X X-LIMS is compliant in offering this requirement. 8.14 X X X-LIMS is compliant in storing and maintaining the information listed. 8.15 X X X-LIMS is completely integrated with labels that can be produced as barcodes in multiple formats in order to help with tracking standards and reagents as well as samples. 8.16 X X X-LIMS provides the ability to create and print barcodes for equipment. 8.17 X X X-LIMS tracks the users creation/interaction/edits with respect to inventory items. 8.18 X X X-LIMS provides users the ability to track the use of standards and reagents such as linking them to test runs creating the data environment where such metrics can be performed. 8.19 X X X-LIMS is able to attach PDFs and other documents to any object in the system such as inventory records through DocumentXChange. 8.20 X X As bench testing is being performed and reagents/inventory items are associated with samples and quality control, X-LIMS makes this information available to others performing downstream activities on these samples/QC. The same is tru of laboratory instrumentation. 8.21 X X The testing management area allows for both extended costs and internal costs for all testing defined in the system. It even provides for situations where a test pricing can be variable based on the number of analytes being reported (metals). 9.1 X X The X-LIMS inventory management component provides this capacity. 9.2 X X The X-LIMS inventory management component provides this capacity. 9.3 X X As part of the inventory audit trail, the location of each inventory and it's history can be recorded. 10.1 X X The disposal component within X-LIMS is integrated with the workflow engine. This allows for configurable time periods based on testing requirements 10.2 X X X-LIMS the ability to track the custody of samples through out sample workflow to ensure secure samples. X-LIMS allows for the tracking of analysts that performing sample prep, analysis, storage, review, approval, and disposal. 10.3 X X X-LIMS allows users the ability to record and track sample volumes. 10.4 X X Sample results can be programmatically flagged based on events The specific event being referenced in this line item will 10.5 X X X-LIMS allows sample labels to be printed with and without barcodes. The label format can contain multiple fields and can Page 4 of 9 13.1 X X The X-LIMS scheduler allows for users to create sample schedules and IDs before samples reach the laboratory. If a sample (and associated tests) is pulled from the field at regular defined intervals in the lab, X-LIMS will schedule and automatically created samples in the system on the day that they are scheduled to arrive(or up to 10 days in adavnce). Upcoming schedules may be viewed on a calendar for planning purposes. In addition, if the laboratory tracks individual containers, the containers can be created by the analyst at login or be created automatically for schedule samples. 13.2 X X Scheduling of samples can follow flexible and complex frequencies such as daily, monthly, quarterly, semi-annually, annually, specified days of the week, etc. and settings are available for holiday handling. 13.3 X X X-LIMS users can use Test Sets to facilitate log in of sample and test data. The advantages of user-defined, configurable X-LIMS Test Sets include: unlimited number can exist. They are unique to each laboratory location. Special pricing can be assigned to the set if desired. 13.4 X X X-LIMS provides users the ability to enter data in manually for samples with little effort. Additionally, X-LIMS offers full sample login functionality for manual ad-hoc events including sample creation, test assignment, analyst assignment, testing limit(s) requirements, container creation and assignment as well as general observations and comments. 13.5 X X This is more of a procedural issue on how The City intends to utilize the custody management tools provided within X-LIMS. This utility allows the check in/out from storage areas as well as transfer between users and external labs. We do not currently offer a specific per sample on/off setting. 13.6 X X X-LIMS offers an easy login and data entry interface to allow users the ability to enter sample information into the system without difficulty. Data entry and log in is faciliated by the use of barcode labels. Information is also dispalyed in an easy to read listing screen. 13.7 X X Yes. Bar code sample container labels can be utilized for both custody management and also for sample selection for bench testing within X- 14.1 X X X-LIMS users have the ability to configure select lists for populating drop down lists. 14.2 X X X-LIMS is designed around easy to use graphical interfaces that are broken down by laboratory subject area. The intent of the LIMS is to allow it to mimic the operations of the laboratory within a browser environment. This translates to routine laboratory activities having specific areas within X-LIMS to record/retrieve information relevant to the task. To reduce data entry error as well as alert users to unusual data, X-LIMS allows for data qualification by either automated event trigger (outside limits) as well as allowing the user to manually apply data qualifiers as required by their observations. Results failing validation can trigger alerts to the user. 14.3 X X X-LIMS is purpose designed for multi location laboratories. The design allows COCs, samples, and tests to all be location specific. Therefore the need to provide configurable business rules likely will not be necessary as the systm already addresses specific ownership of 14.4 X X Please see response to 14.3 above. Page 5 of 9 18.1 X X X-LIMS utilizes a centralized listing of submitters. Information includeds addressing contact location and other relevant submitter 18.2 X X The audit system within X-LIMS can be used to track all edits of submitter information. 18.3 X X Users are able to view coc information allowing them to access submitter information and review it 19.1 X X X-LIMS is provided with the most flexible data parameter capture design in the industry. X-LIMS can accommodate ‘user-defined fields’ as needed through the use of its configurable template data parameters. They are added through the LIMS interface and there is no limit to the number that can be added. The input style can be specified for a data parameter as well, such as input box, select list, comment box, or check box. 19.2 X X X-LIMS is compliant in offering this. Please see details in 19.1. 19.3 X X The batching engine within X-LIMS creates a unique batchID which is then assigned to all tests and QCs associated with it 19.4 X X X-LIMS is compliant in offering this. Please see details in 19.1. 19.5 X X As part of the workflow component, sample dispoasal completion dates and who are they are performed by are recorded in X-lims 19.6 X X Currently, there is not a limit range that can be applied to date values. 19.7 X X X-LIMS provides comment fields at the Result, Test, Batch, Sample, and COC levels. These comments can be traced to the user that entered them. Additionally, at the test, sample and COC comment areas – X-LIMS offers both internal and external comments where internal comments are designated for in-house reference, and external comments will be conveyed on final reports of results. The comment fields can accomodate details that cannot be easily incorporated into established data fields. 19.8 X X X-LIMS easily allows specific sample and tests to have unique priorities assigned to them by authorized users so that they can track rush samples. 19.9 X X Comments about samples or associated analyses can be view at any point during the workflow. Internal comments will only be viewed by X- LIMS users whereas external comments can be included in reports if desired. 19.10 X X Sample locations within X-LIMS allow for the capture of Lat/Lon. 19.11 X X X-LIMS is compliant in offering this. Please see details in 19.1. 19.12 X X X-LIMS is compliant in offering this functionality to authorized users of the system. 20.1 X X This is accomplished through the X-LIMS workflow manager. 20.2 X X This is accomplished through the X-LIMS workflow manager. 20.3 X X This is accomplished through the X-LIMS workflow manager and limited by security profile access. 20.4 X X The workflow manager time stamps user, date, and time with all status changes. 20.5 X X User actions in the system can change statuses. 21.1 X X X-LIMS can provide user defined testing identification codes that have a numeric and descriptive element providing the codes are unique. 21.2 X X X-LIMS provides users with the ability to assign individual testing codes as well as assign testing codes to groups, samples, subsamples, and sample aliquots. 21.3 X X This is accomplished through the X-LIMS workflow editer that requires some tests to be commented on and acknowledged. Page 6 of 9 26.5 X X X-LIMS is compliant in providing this requirement. 26.6 X X X-LIMS offers configurable templates for sample worksheets to allow the capture of tests information from elaborate testing schemes. 26.7 X X Worksheets and work lists can be printed or exports to electronic formats such as Word, Excel, PDF, etc. 26.8 X X Configurable worklist and worksheet templates can include an unlimited number of user-defined fields so that recording qualitative and quantitative results as well as test interpretations can be recorded with ease. 26.9 X X Tests can be auto assigned to batches (worklists) when the user chooses to begin testing a batch. 26.10 X X X-LIMS provides comments at this level. 26.11 X X X-LIMS can capture the QC fields and link inventory items to track what lot numbers, standard reagents, and instruments were used. 26.12 X X X-LIMS will only allow valid inventory items to be linked to QC data. 26.13 X X Administrators can determine which worksheets and work lists are sharable. 27.1 X X X-LIMS offers instrument integration at several levels. Direct from instrument to LIMS is used the majority of the time where the instrument is capable of generating file output and the LIMS can then import and update the database accordingly without 3rd party tools. Import into the instrument is achieved by a sequence file loaded into the instrument. For instruments that are serial in nature (RS-232) with no computer attached, a wedge software collection is commonly used (WinWedge) to structure the streaming data for import into X-LIMS. 27.2 X X Ethosoft can provide a quote for integrating other instruments to the system in the future. 27.3 X X Using our Excelerator tool, macros can be created. 27.4 X X Authorized users have the ability to configure testing parameters for individual instruments. 27.5 X X Instrument operate independently of the LIMS so LIMS failure should not affect instrument operation. 27.6 X X X-LIMS is able to import field analysis results from instruments and loggers. 27.7 X X The X-LIMS mobile solution, MobileXChange, would also allow the City the ability to collect data (whether they are in network range or not) in the field via fillable PDFs on a compatible mobile device such as a tablet and have it uploaded to the X-LIMS server for seamless data entry. This will allow Fort Collins to reduce usage of paper documentation not only in field data collection, but in initiating a Chain of Custody in the laboratory. The information from MobileXChange forms would be used to initiate and auto-populate COCs, eliminating the need for re-entering data in the system, reducing transcription errors due to re-entry or legibility issues, and bring efficiency to the process. This functionality has been quoted. 27.8 X X X-LIMS can import SCADA data, but before this can be quoted, more detailed information has to be known. 28.1 X X Through the use of our configurable templates, administrators may set up data collection constructs to emulate electronic notebooks. 28.2 X X Worksheet templates can be set up in a simple manner and maintained easily through X-LIMS. Additionally, through the X-LIMS Excelerator functionality, customer defined Excel templates may be mapped to X-LIMS parameters to allow Excel data entry into X-LIMS. Page 7 of 9 32.8 X X X-LIMS is compliant in providing this requirement. 32.9 X X Batching and batch review has a worksheet style interface for viewing and approving test results. 32.10 X X Batch approval by default is set for 'select all' unless otherwise specified. 32.11 X X Alerting is provided by X-LIMS for the workflow events where the sample is waiting approval or alternatively, when a sample is moving from one status to another. 33.1 X X With the X-LIMS integrated report builder and data mining tool, users can create powerful tabular and cross-tab reports as well as informative graphs and charts without writing complicated SQL queries. Reports can be printed and sent electronically with ease. 33.2 X X Ethosoft can create custom reports for Fort Collins or users can create it with the integrated report building and data mining tool. Ethosoft will need to see the reports requested to provide a quote. 33.3 X X X-LIMS data will conform to EPA rounding rules and administrators can define the number of significant figures for each data parameter. 33.4 X X X-LIMS is compliant in providing this requirement. 33.5 X Allows results to be designated as preliminary, reportable, or unreportable X X-LIMS is compliant in providing this requirement. 33.6 X X X-LIMS is compliant in providing this requirement. 33.7 X X X-LIMS is compliant in providing this requirement. 33.8 X X Reports are exportable in multiple electronic formats including those mentioned. 33.9 X X Users can configure reports containing results and limits as mentioned. 33.10 X X X-LIMS is compliant in providing this requirement. 33.11 X X X-LIMS is delivered with QC control charts that will not only graph historical QC trends, but calculate the new limits and standard deviation from precision and accuracy of the QC samples and standards. QC charts are produced and printed when the user wishes by launching the chart. X-LIMS also has the ability to do historical data trending in addition to QC trending. 33.12 X Ability to create electronic data deliverables (EDD) X These can be generated through the ad-hoc reporting and data mining tool as mentioned above in 33.1 or EDDs can be customized by Ethosoft for Fort Collins. Custom EDDs will be quoted as requested. 33.13 X X X-LIMS is compliant in providing this requirement. 33.14 X X X-LIMS is compliant in providing this requirement. 33.15 X X End users can run queries quickly and save them using X-LIMS dataviews. 33.16 X X X-LIMS is compliant in providing this requirement. 34.1 X X X-LIMS has the ability to filter (query) data on any list screen using user defined criteria specified for 1 or more fields on the screen such as those listed. This allows end users to quickly search and find data of interest in a matter of seconds. All search data may be exported to Excel for convenience. 34.2 X X This can be accomplished through the use of X-LIMS dataviews. X- LIMS dataviews can be shared. 34.3 X X Administrators can grant authorized security profiles or individual users access to query parameters as needed. 34.4 X X X-LIMS has the ability to use the special values described in queries. Page 8 of 9 36.19 X X X-LIMS has many functional design elements that are specific to the municipal waste and drinking water where long term statistical monitoring of quality control and new limit generation is provided for recovery and precision controls. X-LIMS is capable of charting and generating new limits (while allowing the view of results against historical limits). Users can exclude data outliers as well as require the LIMS to automatically update the current limits in use. 36.20 X X Curve-based analyses can be accomplished using our Excelerator tool. 36.21 X X X-LIMS is compliant in providing this requirement. 36.22 X X These charts can be views in tabular and graphical formats. Users can exclude data outliers as well as require the LIMS to automatically update the current limits in use. 36.23 X X The workflow management engine provided with X-LIMS provides administrators the ability to configure the workflow to require user or supervisory review and approval as needed. 36.24 X X X-LIMS tracks user certifications. Currently administrators can set up notification alerts when the training is due. Email notifications will be incorporated in a future release of X-LIMS. 37.1 X X X-LIMS uses SQL Server which can store terabytes of data so that X- LIMS can meet the retention schedules as required by the governing bodies. 37.2 X X Administrators can archive data upon their choosing. 37.3 X X This is accomplished with our archiving tool. 38.1 X X X-LIMS is compliant in offering this feature. 38.2 X X X-LIMS is not a billing system and generates invoices only. It does not record payment status. 38.3 X X X-LIMS is compliant in offering this feature. 38.4 X X X-LIMS creates invoices only and does not track accounting information and invoice payment. 38.5 X X X-LIMS is compliant in offering this feature. 39.1 X X Ethosoft will document all requirements using MS Word. 39.2 X X This will be accomplished during the requirements analysis. 39.3 X X Changes will be included with the cost of implementation if the changes do not create a large scope change in the project. 39.4 X X Ethosoft agrees to this requirement providing the initiated changes do not force a reimplementation of the system. 39.5 X X Ethosoft agrees to this requirement. 39.6 X X The City needs to have a dedicate LIMS Administrator for this project. Please see Project Implementation Plan for details on staffing requirements and time. 39.7 X X X-LIMS is not installed on individual PCs so no access is required to local user PCs. X-LIMS is installed on the City's server and access to the City's servers are requested by Ethosoft. 39.8 X X This is included in our project methodology. 40.1 X X Ethosoft provides best of breed services for X-LIMS technical support and maintenance. The Annual Support and Maintenance contract includes unlimited email and telephone support. Ethosoft supplies provides support from 8:00 a.m. to 5:00 p.m. MST , Monday through Friday, barring holidays as outlined in the contract. The maintenance Page 9 of 9 41.1 X X X-LIMS requires a Windows server 2008R2 or higher running MS SQL Server 2008R2 or higher, 32 bit or 64 bit. 41.2 X X Please find hardware and software requirements for X-LIMS Appendix A. 41.3 X X X-LIMS is built using standard ASP.NET for the webserver components and a SQL Server database for the database portion. At minimum, the database should incur incremental backups hourly, with a full backup at least daily using standard Microsoft Tools. The webserver should be backed up at least daily for attached documents. These are minimum recommendations and actual backup recovery and disaster recovery plans are discussed during implementation. 41.4 X X Administrators can allow users to reset their password. 41.5 X X This can be accomplished if Windows Authentication is used for X- LIMS log in. 41.6 X X X-LIMS can be installed, stored, operated on a local server. 41.7 X X Ethosoft agrees to provide a test environment. 41.8 X X Ethosoft has online tools for tracking troubleshooting issues. 41.9 X X X-LIMS uses a SQL Server database which may be queried using other tools. Provides a test environment for changes testing modifications before they are in production Offers the ability for users to recover their username and to reset their password through an automated feature Provides specifications for all equipment, hardware and software required in the system architecture, including end user devices Oracle or SQL Server database Option to be stored and operated on local server Provide a means for users to recall or reset their password using techniques including Forgot My Password techniques, challenge questions and answers established during user setup, if the user successfully answers the challenge question, provide a temporary complex password and require a new user password upon successful session sign ‐ on Provide a description of the backup, recovery, and disaster recovery (including identifying diminished capacity under disaster) operational characteristics, include recommendations for backup and disaster recovery (DR), identify diminished capacity under DR conditions and provide instructions detailing paths to full operation Log for tracking troubleshooting issues Open database that may be queried via other tools (e.g., SQL or Crystal Reports) Professional Services Agreement 8513 Laboratory Information System Page 226 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 1 - Assumptions 1 of 7 1. Please provide the name of your company here: = company_name (transfers company name to other sheets) 2. Please provide as a hard coded item the date of your submittal here: = submittal_date (transfers date to other sheets) 3. Please provide as a hard coded item the name of your file here. = file_name (transfers file name to other sheets) Please include the name of your company in the file name: Include list of key assumptions below: *Hardware for barcodes are quoted on services tab *Travel costs for requirements analysis and training on Tab 3 are billed as incurred ETHOSOFT, INC. 10-May-17 achment 8 - Pricing Workbook ETHOSO ATTACHMENT 8 - PRICING WORKSHEET 8513 LABORATORY INFORMATION MANAGEMENT SYSTEM Professional Services Agreement 8513 Laboratory Information System Page 227 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 2 Software 2 of 7 LIMS Pricing Schedule -- Software Requirements Vendor Date File Name 1. See pricing instructions. Provide pricing for all proposed mobile solution components. 2. Insert rows as and if necessary. 3. Clearly distinguish between required (to meet scope and requirements) vs. those that are optional. 4. Indicate any embedded licenses, or any third party licenses (e.g. databases); indicate if pricing for 3rd party products are estimated or firm List Type (e.g. parameter such as price/user, price/environment, etc) Escalation Assumption, if applicable; Other key assumptions (e.g. additional users, etc) Qty Unit Price (if applicable) Total Price Initial Licenses, Modules, Adapters, Instrument Interfaces, Other Required items XLIMS - Laboratory Inf. Mgmt. System, Concurrent User License price/user 22 $ 7,400.00 $ 162,800.00 X-LIMS Read Only Concurrent User Licenses (as per Matrix Requirement 6.price/user 5 $ 1,500.00 $ 7,500.00 MobileXChange Named User License price/user 12 $ 500.00 $ 6,000.00 X-LIMS ExtraNet – External platform for external customers to be able to access data without X-LIMS per application 1 $ 7,500.00 $ 7,500.00 On-Going Software Maintenance and Other Fees: Licenses, Modules, Adapters, Instrument Interfaces, Other Fees Annual Support and Maintenance Contract ( year 1- free) per year 1 $0.00 Annual Support and Maintenance Contract ( year 2) per year 1 $15,562.50 ETHOSOFT, INC. 10-May-17 Attachment 8 - Pricing Workbook ETHOSOFT Professional Services Agreement 8513 Laboratory Information System Page 228 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 2 Software 3 of 7 Annual Support and Maintenance Contract ( year 3) per year 1 $16,029.38 Annual Support and Maintenance Contract ( year 4) per year 1 $16,510.26 Annual Support and Maintenance Contract ( year 5) per year 1 $17,005.56 Annual Support and Maintenance Contract ( year 6) per year 1 $17,515.73 Annual Support and Maintenance Contract ( year 7) per year 1 $18,041.20 Annual Support and Maintenance Contract ( year 8) per year 1 $18,582.44 Annual Support and Maintenance Contract ( year 9) per year 1 $19,139.91 Annual Support and Maintenance Contract ( year 10) per year 1 $19,714.11 Professional Services Agreement 8513 Laboratory Information System Page 229 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 3 Services 4 of 7 LIMS Pricing Schedule -- Services Responder: Date File Name 1. See pricing instructions. Provide pricing for all proposed mobile requirements. 2. Insert rows as and if necessary. 3. Please avoid ambiguity. Use "n/a", or "included", or "no bid" or "meets" or "exceeds" where appropriate. 4. Please clearly distinguish between services that are required to meet scope vs. those that are optional. List Type (e.g. parameter such as $/user, $/hour, etc) Escalation Assumption, if applicable; Other key assumptions. Qty/Hours Unit Price (if applicable) Total Price List various Services that are required or optional. Use the breakout of positions, hours, estimated number of trips provided to organize. Required Items Instrument integrations (import/export) per instrument type 15 $1,300.00 $19,500.00 Instrument Integration - instruments with RS-232 ports per instrument 14 $300.00 $4,200.00 Custom MobileXChange Field Form per form 1 $2,500.00 $2,500.00 Subcontractor Upload Routine per upload file type 7 $1,300.00 $9,100.00 Requirements Survey* -- 5-Day On-Site Assessment per 5 days 1 $5,500.00 $5,500.00 5-Day On-Site Training* [3-day End-User Training; 2-day Admin Training] per 5 days 1 $5,500.00 $5,500.00 Double data entry report (as per Matrix Requirement 22.1.1) per report 1 $1,120.00 $1,120.00 Optional Items Historical Data Migration from Legacy LIMS per LIMS system 2 $5,500.00 $11,000.00 SCADA Integration (depends on fields migrated) per quote TBD Reports Bromate Certified Laboratory per report 1 $560.00 $560.00 Chlorite Certifiied Laboratory per report 1 $560.00 $560.00 Disinfection Byproduct Precursors Certified Laboratory per report 1 $1,680.00 $1,680.00 Inorganic Chemicals Certified Laboratory per report 1 $840.00 $840.00 Nitrate and Nitrite as Nitrogen Certified Laboratory per report 1 $840.00 $840.00 Organic Chemicals Certified Laboratory per report 1 $840.00 $840.00 Individual Bacteriological Certified Laboratory per report 1 $1,120.00 $1,120.00 Total Trihalomethane Certified Laboratory per report 1 $1,120.00 $1,120.00 ETHOSOFT, INC. 10-May-17 Attachment 8 - Pricing Workbook ETHOSOFT Professional Services Agreement 8513 Laboratory Information System Page 230 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 3 Services 5 of 7 Additional Lead and Copper Tap Sample Results per report 1 $840.00 $840.00 Lead and Copper Certified Laboratory Report per report 1 $840.00 $840.00 Absent Routine Total Coliform & Disinfectant Residual Summary per report 1 $1,120.00 $1,120.00 Water Quality Parameter per report 1 $1,120.00 $1,120.00 Long Term 2 E. coli Certified Laboratory Report per report 1 $840.00 $840.00 Quarterly Samples Report per report 1 $1,120.00 $1,120.00 Yearly Influent and Effluent Metals Report per report 1 $840.00 $840.00 Hardware Dymo 450 Label Printer per printer 6 $160.00 $960.00 Laser Barcode Reader per reader 6 $375.00 $2,250.00 Professional Services Agreement 8513 Laboratory Information System Page 231 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 4 Cost Rollup 6 of 7 LIMS Pricing Schedule -- Estimated Total Cost of Solution Responder: Date File Name Please provide the roll up total cost associated with your proposed pricing. Distinguish between what is core/required, and what is optional. There are no formulas from previous sheets. Vendor is responsible for all totals. Also distinguish between what is provided directly by you and what is proposed as being sourced by other parties. (For example, hardware might be sourced directly by Fort Collins). The goal here is compiling a fair estimate, completeness, "traceability" to requirements, and ensuring Fort Collins understands required vs. optional items. Solution provider should modify this sheet as necessary to accommodate the completeness of the description of all proposed costs. Vendor Pricing: Upfront Licensing Software Products and Capabilities (include any embedded licenses) Core Bundle (to meet requirements) $ 183,800.00 Optional Items $ - Vendor Pricing: Services (except for software maintenance which is below) Core Bundle (to meet requirements) $ 47,420.00 Optional Items $ 28,490.00 Vendor Pricing: Software Maintenance Services Core Bundle (to meet requirements) free first year Optional Items $ - Vendor Pricing: Other Maintenance, Operations, and/or on-going Support Services Core Bundle (to meet requirements) $ - Optional Items $ - ETHOSOFT, INC. 10-May-17 Attachment 8 - Pricing Workbook ETHOSOFT Professional Services Agreement 8513 Laboratory Information System Page 232 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Exhibit J3 - Attachment 8 - Pricing Workbook ETHOSOFT.xlsx Tab 5 Rate Card 7 of 7 Vendor Pricing Schedule -- Rate Card Responder: Date File Name Please provide the rate card available for quoted or optional services, as applicable. Indicate any standard adjustments to rate card if any (e.g. periodic adjustments, escalators, credit mechanisms, volume discounts etc). Hardware Dymo 450 Label Printer $160.00 per printer Laser Barcode Reader $375.00 per reader Other Training 3 day On-site Report Writer Training $4,500.00 travel cost billed as incurred no hourly rates ETHOSOFT, INC. 10-May-17 Attachment 8 - Pricing Workbook ETHOSOFT Professional Services Agreement 8513 Laboratory Information System Page 233 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. TechInsurance 1101 Central Expy. South, Suite 250 Allen, TX 75013 800-668-7020 (877) 826-9067 Ethosoft Inc 6050 Peachtree Pkwy Ste 240 24 Norcross, GA 30092 The Hartford 30104 Hartford Fire Insurance Company 19682 Beazley Insurance Company Inc. 37540 A 46SBMVH1091 ✔ Yes ✔ 2,000,000 10,000 6/1/2018 300,000 6/1/2017 2,000,000 4,000,000 4,000,000 A 2,000,000 ✔ ✔ Yes 46SBMVH1091 6/1/2017 6/1/2018 A ✔ ✔ Yes 10,000 46SBMVH1091 6/1/2017 6/1/2018 1,000,000 1,000,000 ✔ B Y 46WECAB0861 6/1/2017 6/1/2018 ✔ 1,000,000 1,000,000 1,000,000 C Professional Liability (Errors and Omissions) TBA 84 CRL 1793 7/28/2017 7/28/2018 $5,000,000 / $5,000,000 City of Fort Collins is named as Additional Insured as their interests may appear in regards to general liability and automobile liability and umbrella excess liability as required by written contract. City of Fort Collins PO Box 580 Fort Collins, CO 80522 10/6/2017 ✔ 155879 Ethosoft Inc Certificate of Insurance (page 1 of 1) 10/06/2017 01:38:43 PM DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. TechInsurance 1101 Central Expy. South, Suite 250 Allen, TX 75013 800-668-7020 (877) 826-9067 Ethosoft Inc 6050 Peachtree Pkwy Ste 240 24 Norcross, GA 30092 The Hartford 30104 Hartford Fire Insurance Company 19682 Beazley Insurance Company Inc. 37540 A 46SBMVH1091 ✔ ✔ 2,000,000 10,000 6/1/2018 300,000 6/1/2017 2,000,000 4,000,000 4,000,000 A 2,000,000 ✔ ✔ 46SBMVH1091 6/1/2017 6/1/2018 A ✔ ✔ 10,000 46SBMVH1091 6/1/2017 6/1/2018 1,000,000 1,000,000 ✔ B Y 46WECAB0861 6/1/2017 6/1/2018 ✔ 1,000,000 1,000,000 1,000,000 C Professional Liability (Errors and Omissions) TBA 84 CRL 1793 7/28/2017 7/28/2018 $5,000,000 / $5,000,000 . City of Fort Collins PO Box 580 Fort Collins, CO 80522 9/25/2017 ✔ 155879 Ethosoft Inc Certificate of Insurance (page 1 of 1) 09/25/2017 10:47:06 AM DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 agreement also includes all X-LIMS patches, hotfixes, service packs, and new releases/versions X-LIMS as they are available. 40.2 X X Please see Ethosoft's Support and Maintenance agreement included in section E. for details on technical support policies and resources. Ethosoft requests access to the server to provide any support needed within 24 hours and most issues can be completed within 72 hours. Support response times are within 1 hour for production down issues and within 2 hours for high priority issues during normal business hours. For medium priority issues, a 4 hour response time is standard and for low priority issues a 24 hour response time is standard. 40.3 X X Ethosoft requests access to the server to provide any support needed. Support response times are within 1 hour for production down issues and within 2 hours for high priority issues during normal business hours. For medium priority issues, a 4 hour response time is standard and for low priority issues a 24 hour response time is standard. 40.4 X X Ethosoft's technical support team can collaborate with the City's IT Department for internal support pertaining to X-LIMS. 40.5 X X Ethosoft offers this through its Support and Maintenance agreement for compatible hardware and software. Patches, hotfixes, service packs, and new releases are included with the agreement. 40.6 X X Ethosoft will assist in troubleshooting outside the scope of the capabilities of the internal system administrator. 40.7 X X These are detailed in the cost estimates provided. 40.8 X X Ethosoft will provide an SLA identifying response times and escalation standards. Response times are outlined above in 40.2. 40.9 X X If on-site customer support is requested, then a quote can be provided before hand. 40.10 X X A maintenance schedule will be provided to the City. 40.11 X X Notification will be provided to the City as soon as possible for any necessary, unscheduled maintenance. 40.12 X X Ethosoft conducts webinars with its users to display new functionality and features that have been released. Provides the City with a maintenance schedule which must be approved by the City Notifies the City immediately of any necessary, unscheduled maintenance Presents control charts in both tabular and graphical formats Vendor and City personnel work together to suggest the structure of the City's LIMS implementation team State requirements of City that the vendor thinks are necessary for successful implementation (e.g., physical space and equipment to be provided by the City, estimated City staff time required of the members of the implementation team and the City project manager, travel time of City staff) Provide at least one on boarding and one off boarding presentation Provides system upgrades to maintain compatibility with hardware and software standards including operating systems, PC, and server configurations that are included in yearly maintenance costs Strong customer service and quick response time, with very little downtime Service Level Agreement that outlines tech support policies and resources Includes an interface for tracking external billing, creating invoices, billing detail, accounting reports, and tracking invoice payments Ability to easily configure billing queries to reconcile sample payment status Provides easy access to support personnel via phone or email with a two hour maximum response time on normal workdays Collaborates with City IT Department for internal support Ability to initiate changes within the scope of implementation without cost for at least 6 months after full implementation Provides a Service Level Agreement identifying the response times, and latency time frames along with the turnaround times and escalation standards Provides cost estimates associated with on site customer service Availbility of a local users group and/or support Provides support for troubleshooting outside the scope and capabilities of the internal system administrator Identifies, lists and provides estimated costs for any routine configurations or changes that will require vendor support (e.g., business rules configuration, user administration, instrument integration, test administration, inventory configuration, customer administration, billing configuration) Ability to house a fee schedule and associate fees with specific test methods for billing purposes Configurable to bill samples identified as “Rush” at a separate rate than non rushed samples with the same testing method Creates customer invoices consisting of remit information, customer information, a description of the invoice, a sum of the billing cycle amount, detailed sample information, and a unique invoice number Fulfillment of all requirements shall be documented and captured using a common requirements development tool Vendor and City personnel jointly perform a workflow assessment of current City processes and recommend how these processes can be improved and incorporate the functionalities of the new LIMS Suggest changes to be included in the cost of implementations if they are accepted by a predetermined implementation milestone Capability to meet retention schedules required by the City’s governing bodies Allows records retention schedules to be configurable by the local administrator Capability to delete laboratory data and associated records after retention schedule has expired Provides calculation forms for standard curve-based analyses Includes configurable QC checkpoints requiring user or supervisory approval before further analyses can be performed Emails reminders to analyst and supervisor when a user’s competency is close to expiring Electronically captures QC data by scanning sample barcodes, associated equipment, analytical standards, reagents, etc. Calculates statistically-based QC limits 39.0 Change Management and Implementation 40.0 Maintenance and Support State requirements of City IT staff for successful implementation of the system including time and access to City servers, time necessary for installation on local user PCs, access privileges necessary for implementation, troubleshooting time of City IT staff, and training time of City IT support staff 41.0 Technical Requirements 37.0 Records Management 38.0 Billing Professional Services Agreement 8513 Laboratory Information System Page 225 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 34.5 X X X-LIMS dataviews export in XLS formats. If a report is made from the query, then all formats are applicable. 34.6 X X X-LIMS is compliant in providing this requirement. 35.1 X X This can be accomplished through dataviews and delivered worklist reports 35.2 X X X-LIMS is delivered with some statistical graphical reports such as turn-around-time and historical data. However, in the X-LIMS dashboard and ad-hoc reporting tool, graphs can be created quickly based on user-defined dataviews. 35.3 X X X-LIMS is compliant in providing this requirement. 35.4 X X X-LIMS does turnaround times by methods. Users can create their own charting to do it by sample type and/or analyst using the ad-hoc reporting tool. 35.5 X X This is available with the ad-hoc reporting tool and the dashboard. 35.6 X X This can be done through data mining, ad-hoc reporting, or pre-made reports delivered with the system. 35.7 X X X-LIMS is compliant in providing this requirement. 35.8 X X X-LIMS is compliant in providing this requirement. 35.9 X X X-LIMS is compliant in providing this requirement. 36.1 X X X-LIMS provides authorized users the ability to review QC data before associated samples are released. 36.2 X X X-LIMS is compliant in providing this requirement. 36.3 X X X-LIMS is compliant in providing this requirement. 36.4 X X X-LIMS is compliant in providing this requirement. 36.5 X X X-LIMS is compliant in providing this requirement. 36.6 X X X-LIMS is compliant in providing this requirement. 36.7 X X X-LIMS includes a QC tracking functionality that is compliant with common regulatory and governing agency standards for municipal and environmental laboratories. 36.8 X X X-LIMS is compliant in providing this requirement. 36.9 X X X-LIMS is compliant in providing this requirement. 36.10 X X X-LIMS can track QC data using control charts that include fields for sample replicates, matrix spikes, check standards, recoveries, and blanks. 36.11 X X X-LIMS is provided with a complete control charting package that is capable of charting and generating new limits (while allowing the view of results against historical limits). 36.12 X X X-LIMS is compliant in providing this requirement. 36.13 X X X-LIMS is compliant in providing this requirement. 36.14 X X Permitted users are allowed to configure QC specifications with notation. 36.15 X X Through AuditAnywhere, X-LIMS will track any updates or changes to QC limits and create a notation that the record was changed. 36.16 X X Authorized users can include an unlimited number of QC parameters. 36.17 X X Users can manually enter QC data. 36.18 X X This can be done through the X-LIMS personnel tracking and training utility. Ability to validate and verify any calculations for interpreting sample data and generating analytical results Provides the ability to tracks QC data using control charts, including sample replicates, matrix spikes, quality control check standards, recoveries, and blanks Performs statistical analysis of QC data to identify trends Provides the ability to automatically create an alert or flag when results are below detection or reporting limits Provides the ability to calculate and store results of all QC types specified by the EPA and Standard Includes QC tracking functionality for compliance with regulatory and governing agency standards Creates statistics on laboratory business metrics and presents them in graphical formats for interpretation and presentation Tracks laboratory and analyst workloads Provides analysis of usage of analytical standards, reagents and supplies Provides the ability to associate MDLs with samples analyzed during the timeframe the MDL was in effect Provides the ability to calculate MDLb and MDLs per EPA's Definition and Procedure for the Determination of the Method Detection Limit, Revision 2 (December 2016) Tracks analyst competency by testing method Links all QC data recorded for a sample testing work list to individual sample records Identifies QC parameters for test results and identifies samples not within configured QC specifications Allows permitted users to configure QC specifications with notation Provides an approval mechanism for user-configured QC specifications with notation of any updates/changes to QC limits Allows users to retrieve all data associated with a testing method, both manually entered and uploaded from analytical instruments Ability of QC fields to include lot numbers, expiration of analytical standards or reagents used, equipment used, and analyst Requirement for users to enter configured QC data when manually entering results for specified testing methods Ability to save data filters or queries for reuse Flexibility to generate reports from separate labs or multiple labs Allows configuration of reports based on test method, client, and sample type Provides reports in which all data fields, testing fields, and QC information captured for a sample are configurable Ability to utilize logical expressions (e.g., ">", "<", "=", "contains", "and", "or") in queries Ability to incorporate search engine capabilities for free text fields in queries Ability to configure acess to query parameters as read only or read/write based on user permissions Ability to export queries in .XLS, .CSV, and .PDF formats Provides functionalities to track and analyze laboratory workload, workflow, and customers Ability to retrieve sample information by work order, sample number, client, analysis, project test, laboratory, date range, or site Ability of the user to save or delete query parameters and to share between users Provides the ability to review QC data before associated samples are released Provides the ability to automatically create an alert or flag when QC data is outside limits Provides the ability to display data visually or in table formats Analyses are configurable for any time frame Analyzes turnaround times by method, sample type, and/or analyst Includes analysis capabilities including querying, calculating, and summarizing Allows users to scan large amounts of data to review trends, patterns and correlations Notifies configured reviewers when results are pending review Provides a user friendly interface to generate, configure, print, and electronically send reports Provides flexible report designs (e.g., results-only reports, results plus QC data, full comprehensive reports including collection information, CoC, QC data, and raw data) Provides single sample or multiple sample reports Allows reports to be exporatable in electronic formats (e.g., .CSV, .PDF, .XLS) Provides reports that contain dilution and dry-weight adjusted results and reporting limits Ability to report data and QC trends (e.g., graphs) Ability to customize reports (e.g., ability to transfer data to reports for CDPHE, internal and external clients) Allows configuration of the number of significant figures for reports Allows results to easily be reviewed for accuracy and completeness Allows batch approval of testing results with a “select all” option Includes approval of QC for reagents and instrumentation Allows unit conversions for reports Provides a worksheet style interface for viewing data and batch approval of test results 33.0 Reporting 34.0 Queries 35.0 Business Intelligence 36.0 Quality Assurance and Quality Control Tracking Professional Services Agreement 8513 Laboratory Information System Page 224 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 29.1 X X Through the use of dataviews users can select how to enter data in a single form by setting filters for sample date, analyte, sample ID, etc. 29.2 X X X-LIMS can copy information so that users do not have to do repetitive data entry. In addition, fields can be defaulted for user review requiring no typing. 29.3 X X X-LIMS provides this ability. 29.4 X X Authorized users can configure spreadsheet-style / Excel data entry table templates for a particular sample type or testing format concurrently. 29.5 X X Authorized users can configure data entry tables to be sharable with other users. 30.1 X X X-LIMS has the ability to provide peer and supervisory data review and approval of all results. The system can notify authorized users of pending approvals and completed test results. 30.2 X X X-LIMS is compliant in providing this requirement. 30.3 X X he validation of data in X-LIMS is done on the data entry window so all warnings and limit violations are immediately presented to the user. X- LIMS can have validation set for data entry fields. An example of this would be a field can be set to date validation so that it cannot have a number or text added to it. Additionally, all results that exceed limits are always flagged for the user. 30.4 X X X-LIMS is compliant in providing this requirement. 30.5 X X X-LIMS allows authorized users to easily configure individual and multiple sample templates/formats. 31.1 X X Through DocumentXChange, PDFs can be attached to sample information. DocumentXChange allows the attachment of files to any object in the system. 32.1 X X X-LIMS users can review raw data and sample results. X-LIMS also provides a personnel tracking and training functionality that allows a user’s training certifications to be recorded and linked to testing. If a user does not have the appropriate training or their training has expired, users cannot enter results for those tests. Additionally, administrators can set up notification alerts when the training is due. 32.2 X X X-LIMS records the technicians performing each step in the sample testing processes. 32.3 X X Results exceeding user-defined QC limits are flagged automatically. Alerts can be configured to notify users as well. 32.4 X X X-LIMS is compliant in offering easy access to all captured QC and primary data. 32.5 X X X-LIMS flexible workflow manager can add secondary reviews of sample data before final reports are released. 32.6 X X X-LIMS is compliant in providing this requirement. 32.7 X X X-LIMS is compliant in providing this requirement. Worksheets and work lists that are associated with tests or test groups to automatically generate when the user chooses to begin testing the samples Worksheets and work lists that include free text notation fields for technician comments and free text fields to capture user notation about sample condition and testing Provides the ability to group samples into work lists, preparation batches, and QC batches by user definable selection criteria (e.g., sample number, client, project, test, method, laboratory) for the purpose of sample identification and capturing QC data during the testing process Individual sample worksheet templates that are configurable to capture test information from elaborate testing schemes (e.g. microbial biochemical identification) Worksheets and work lists that are available in both printable and electronic formats Worksheets and work lists that capture sample QC and testing information, that are capable of recording qualitative and quantitative testing results, and that are are capable of recording test interpretations Provides an interface to review raw data, interpretations of sample results, and technician credentials Provides the ability to track technicians performing each step in sample testing processes Automatically flags samples where QC is outside of user configured specifications Provides easy access to all captured sample QC and primary data Requires secondary review of sample data before final reports can be released Provides an interface to manage and streamline the results review process Automatically updates status field and approval times 32.0 Test Results Review Worksheets and work lists that capture QC fields, include lot numbers, standards, reagents, and instruments used Provides manual entry forms that facilitate repetitive entry via the keyboard Ability to interact with our instruments, download sample testing information, and upload data from instruments, eliminating need for manual upload sheets Ability to configure QC data fields captured within sample worksheets and work lists to limit data to only valid inventory lot numbers Ability to import SCADA data Provides the ability to cut and paste data between fields Allows permitted users to configure spreadsheet style data entry tables for entering data from multiple samples of the same sample type and testing format concurrently Ability to integrate instruments purchased in the future into the system (and provide estimated costs) Ability to create macros for analysis of instrument data Ability to configure testing parameters for individual instruments for data interpretation Configured so that LIMS failure would not affect instrument operation Allows configured data entry tables to be sharable with other users Ability to import field analysis results from field instruments and loggers A mobile platform that we can easily add when we start to move towards tablets in the field Supports data collection by electronic notebooks Provides a system for peer and supervisory data review and approval of all analytical results Provides a configurable interface to compare sample test data (including data uploaded from instruments) to test control data, sample testing batch statistics, or predetermined values or ranges, and notify the user if the comparisons yield results outside of configured value, range, or statistic specifications Allows users to view sample data, verify data accuracy, update sample status, enter comments and enter sample result conclusions on one screen Allows the results entry interface to be configured for both individual and multiple sample formats Worksheets and work lists that are sharable for use by users without configuration permissions Allows attachment of reports received from contract laboratories to the sample information in .PDF format Simple setup and maintenance of worksheet templates 27.0 Instrumentation Interface 28.0 Electronic Laboratory Notebooks Automatically updates sample status and result date fields as testing results are entered Ability to manually log results in several different ways in a single form by setting combinations of filters for sample date, analyte, sample ID, etc. 31.0 Contract Laboratory Test Results 29.0 Manual Data Entry 30.0 Data Review Professional Services Agreement 8513 Laboratory Information System Page 223 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 22.1 X X Multiple users can add data through reviews or other pre-defined workflow contructs. 22.1.1 X X This would require a custom report. A quote has been included in the pricing proposal. 22.2 X X This can be accomplished through the system via limit checking and alerting. 23.1 X X X-LIMS allows assignment of samples to specific laboratories and users. 23.2 X X This can be accomplished through alerting. 23.3 X X The configurable workflow engine within X-LIMS is designed to allow the system to mimic the actual processes of sample/testing within the City lab (and adapt to future change). Every sample created in X- LIMS has a workflow with user – defined statuses so that the sample may be tracked cradle to the grave. This allows the current status of a sample or test to be determined at any time. The system maintains records of the sample workflow as mentioned. 23.4 X X X-LIMS can assign testing to specific users. 23.5 X X X-LIMS users can manually edit any automatic sample assignment. 23.6 X X Holding times within X-LIMS are test centric. This simply means that a sample within the system may have more than 1 test assigned to it. In the likely event where multiple tests are assigned to the same sample – the system monitors holding time information for each specific test. Alerts may also be triggered in the system as tests approach their holding time expiration where specific testing activities have not been performed or if the sample is outside of holding time. 23.7 X X The X-LIMS workflow engine tracks and stores all samples and associated data. 24.1 X X X-LIMS is able to distinguish between in house analyzed samples versus those processed by a contract laboratory. These samples are tracking separately in the system. 24.2 X X X-LIMS can identify all testing methods performed by contract labs, however it does not currently automatically generate labels. 25.1 X X X-LIMS allows users to enter individual samples or batches of samples being processed together. 25.2 X X X-LIMS is compliant in providing this requirement. X X X-LIMS is compliant in providing this requirement. X-LIMS can track comments that provide a means of noting communications between users and customers. 26.1 X X X-LIMS is compliant in providing this requirement. 26.2 X X X-LIMS provides several worklist reports that can be used to determine current sample states showing pending samples with analyses and associated report and QC limits. 26.3 X X Authorized users can configure batch templates that allow for flexible set up of batches. 26.4 X X Administrators can enable and disable X-LIMS functions for users such as the ability to enter and view data just for the laboratory a particular user is associated with. Allows configurable business rules to distinguish between samples analyzed in house versus those submitted to contract laboratories and tracks them separately Identifies testing methods performed by contract laboratories and automatically labels samples to be sent out to contract laboratories when these methods are ordered Provides a data entry interface that allows the user to enter data for individual samples or batches of samples being processed together Ability to overwrite automatic sample assignment Calculates appropriate sample holding times using configurable sample criteria (e.g., sample collection date and time, received date and time, test method, temperature) and notifies users if the sample is outside of holding time Allows sample workflow data to be permanently stored and associated with the sample Allows, but does not require, samples to be assigned to specific laboratories and users Manages laboratory workflow by associating specified users with testing, tasks, and date ranges with samples 21.0 Testing Codes 22.0 Data Entry QC 24.0 Contract Laboratories 25.0 Laboratory Data Entry Maintain records of sample workflow from receipt to reporting and storage by associating users, dates,times, and locations every time a sample is updated, transferred, or archived Provides flexible setup of run batches Provides the ability to enter and view data only for the laboratory associated with the user Tracks changes to customer information and allows designated users to view changes to verify accuracy 20.0 Status Fields 19.0 Data Fields Capability for users to update changes to status fields Provides status fields that are visible to users based on permissions Notifies users when samples are assigned to a specific laboratory or users Provides a data field for the instrument used for analysis Provides a data field for sample destruction dates Ability to configure data fields in numerous formats (e.g., date, time, free text, pick lists, multiple choice check lists) Provides a report assessing the double data entry process, when used Allows permitted users to add, delete, hide, or activate and inactivate data entry fields Limits dates that may be entered to ranges set by the internal system administrator Provides a data field for laboratory (e.g., WQL, PCL, WTF Operations) Provides a data field for sample matrix Provides a data field for batch IDs to associate QC data with samples Ability to view sample or analysis comments at any point during the workflow Provides a data field for the latitude and longitude of sample locations Ability to generate a sample disposal list once the data has been reviewed Provides the ability to time stamp status fields in the audit log with a user, date, and time Provides the ability to assign individual testing codes as well as testing code groups to samples, subsamples and sample aliquots Allows the addition of testing codes that do not meet configured business rules only after acknowledgment and comment by the user Provides testing codes that have both a numeric code, such as a Chemical Abstracts Service (CAS) number, and descriptive element Provides customizable entry checking that notifies user of unusual or missing values Ability to enter data more than once by separate users for the purposes of QC assessment, if needed Allows user to view samples to be preserved 26.0 Sample Worksheets and Work Lists Populates sample data from multiple sources including but not limited to, data electronically uploaded from instruments, manually entered, or uploaded from secondary analysis macros Provides the ability to easily designate and track rush samples Provides the ability to generate work lists that show pending samples with analyses and associated reporting and QC limits Allows customer information to be quickly searched during data entry Maintains a list of the laboratories’ customers and include functionalities to assure its accuracy Provides status fields to track samples though laboratory processing for chain-of-custody or communication purposes Includes a free text comments field traceable to the user for the purpose of recording any information about the sample that is not easily described by the other data fields (e.g., sample quality, phone records) 23.0 Assignment of Samples to Laboratories and Staff Provides a means of noting communications between users and customers Professional Services Agreement 8513 Laboratory Information System Page 222 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 14.5 X X X-LIMS was designed to be a highly configurable, template based system. Authorized users have a high degree of configurability in terms of not only the general layout, but also the content of the data entry interface such as data parameters. X-LIMS administrators may do the following directly through the application (and much more) without the need to alter source code: re-label any field in the LIMS, add menu items and links to documents or new ASPX pages or URLs, restrict access to screens and fields by user groups, define specific fields as 'read only' or 'required', define special filters for a screen for user groups, register new reports to be used in the system, use the Excelerator mapping tool to configure spreadsheets to work with data exchange, etc. Administrators can add an unlimited number of parameter data fields to track data at the test, QC, sample, COC, and project template level. They can also arrange the display order, and specify the data entry contruct for them (such as text box, check box, comment field, or select list). Administrators can also define an unlimited number of limits for any given template. 14.6 X X Users may open and view sample template specific parameter data within the sample list in COC Receiving. 15.1 X X X-LIMS data entry screens allow for single sample or mult-sample. In multi sample environments, these are often filtered and displayed based on similar testing. 15.2 X X As stated in 14.5 above, authorized users or administrators have the ability to configure templates with a great degree of flexibility. 15.3 X X The bacthing area within X-LIMS offers users a large degree of filtering ans sorting as they create their worklists and enter the respective data. 15.4 X X Test Sets are utilized to assign multiple test templates to one or more samples simultaneously 16.1 X X X-LIMS is completely integrated with bar coded labels for samples, containers, and inventory. Sample and container labels are able to include any combination of LIMS ID, Sample Name/Location, container type and preservative information, and test names. 16.2 X X Customization of the interface allows for field label and menu text modifications, displayed contents (read only, no display, required) based on security profiles. 16.3 X X X-LIMS is designed to integrate with Dymo label printers out of the box. If alternate printers are required the details of which much be reviewed. 16.4 X X Authorized users can choose the quantity of labels to be printed. 16.5 X X X-LIMS allows for printing of labels to be done with ease and efficiency. 16.6 X X X-LIMS workflow manager coupled with a barcoding system allows for tracking and traceability of samples from cradle to grave. 16.7 X X X-LIMS is compliant in being able to read barcodes and associated sample and test data. 16.8 X X X-LIMS is able to accept all standard barcode fonts, including 2D barcodes, and can generate labels with laboratory and field sample identification numbers. 17.1 X X Every sample within X-LIMS is given a unique number that can be configured to mimic an existing numbering system (if one is currently in use) or have the default numbering system applied: LLYYMMMDD- XXX 17.2 X X Sample Identification numbering can be unique to each lab. 17.3 X X X-LIMS is able to create samples IDs that comply with this request. 17.4 X X X-LIMS idoes not re-use sampleIDs. 17.5 X X In the case where a sample is split or subdivided, X-LIMS can assign subsequent identification codes that trace back to the original sample. 15.0 Batch Entry of Data and Testing Codes 16.0 Label Printing and Bar Coding Provides separate sample ID sequences for each lab 17.0 Sample ID Numbers 18.0 Submitter Information Ability to utilize bar codes to reconcile samples as they are received Ability to manually enter sample data into the system with minimal effort Provides an interface that is intuitive and designed to minimize data entry user error Allows users to open samples in the data entry interface by choosing an active link in a sample receipt queue, scanning a barcode, or entering the internal ID number Provides configurable business rules to limit data to be entered into fields. For example, if a sample type is entered for a specific laboratory, it shall exclude entering data for another laboratory as well as prohibit ordering tests specific for another laboratory Allows configured business rules to be overridden by permitted users after acknowledgement and comment Allows the internal system administrator to make changes to the general layout and content of the data entry interface Allows simultaneous data entry for multiple samples of similar type and testing method Allows permitted users to configure spreadsheet style tables of specific data fields to be edited Reads barcodes listing the sample information and tests 14.0 Data Entry Interface Chain-of-custody that may be enabled or disabled depending on the type of sample or laboratory Allows users to query samples by configurable rules to populate tables for data entry Allows tables to be utilized to add testing codes to multiple samples simultaneously Provides sample IDs that link parent specimens with aliquots, split specimens, and any other subsamples Allows label printing formats that are configurable by the internal system administrator Allows labels to be printed using both standard printers as well as label specific printers Allows users to choose the quantity of labels to be printed Customizable sample and test groups for facilitating batch login Ability to create sample schedules and sample IDs before samples are at the laboratory and also to automatically generate sample schedules Flexibility of scheduling of samples (e.g., holidays, samples that occur every third Wednesday) Retains sample IDs for the life of the specimen and never duplicates sample IDs Allows labels to be printed with a minimal amount of mouse clicks Provides sample IDs that are created in a format that represents the year the sample ID is assigned Provides sample IDs that are configurable, unique, sequentially generated, and viewable throughout the application Prints barcodes or labels for samples and paperwork, listing the sample information and tests Easy interface for lab staff to reconcile samples as they are received and enter identifying sample information Provides customizable lookup tables for populating application drop down lists with frequently used information (e.g., sample names, tests, methods, units) Provides a barcode system to track samples (location and analyst’s custody) within the building from arrival to storage and disposal Accepts all standard barcode fonts, including 2D barcodes, and generates barcode labels representing laboratory and field sample identification numbers Professional Services Agreement 8513 Laboratory Information System Page 221 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 be configured by an authorized user on an admin screen where the content and order of information to be displayed on the label may be edited. Labels can be created and printed with or without barcodes for primary and secondary sample containers. 10.6 X X X-LIMS allows users to records and store holding times as well as preservation types for each analyte. 10.7 X X X-LIMS provides complete traceability of samples including storage location. 10.8 X X X-LIMS is compliant in tracking the length of time a sample has been stored. 10.9 X X X-LIMS can track the temperature at which a sample is stored as a single paramer entry. However, the ability to record the storage locations temperature and have it linked to contents is not currently available. 11.0 Notifications 11.1 X X X-LIMS has the ability to alert users (for instances such as when QC/QA is outside limits) through a simple subscription basis. Any user that the administrator gives the secure subscription information too can subscribe with any industry standard RSS compliant software such as MS Outlook or a web browser. This approach eliminates the need for any software handshaking such as email going to an exchange server. 11.2 X X X-LIMS is compliant in offering this ability through RSS subscriptions as mentioned above. 11.3 X X Alerts can be configured to notify users when sample data and testing field requirement have been met or changed. 11.4 X X The X-LIMS RSS alerting structure does not allow for response tracking 11.5 X X The primary alerting engine is RSS based as noted. Email alerting is possible - we would just require specific needs to be identified 11.6 X X Alerts can be configured to notify users of status changes. 11.7 X X Authorized users can configure how long to retain notifications through X-LIMS. 12.1 X X Yes. Users can have graphical displays that include samples in process and allow for editable time periods. 12.2 X X Yes, administrators are able to create standardized dashboards and assign them to user groups (profiles). Individual dashboards, unique to user are also able to be created 12.3 X X Yes. The ability for users to create their own dashboard definitions based on various fields including but not limited to: testing and status is provided 12.4 X X Yes. Several charting options (Pie and bar) allow for summary information to be conveyed easily to the user. The information that is commonly condensed includes: number of active tests by workarea 12.5 X X Yes. The dashboard design within X-LIMS allows for RSS Alerts to be displayed within a user's dashboard. 12.6 X X 12.6.1 X X Yes, this dahboard element can be displayed as a graphical chart or list. If a chart is chosen, the actual chart blocks are interactive which allows the user to click on a specific test or workarea and the 12.6.2 X X Yes, same ability as response to 12.6.1 above. 12.6.3 X X Yes, on a per test basis this information can be graphically dispalyed within a user's dashboard. Maintains the quantity of supplies in inventory as configured by the local administrator Maintain a record of users removing supplies from inventory into service Provides alerts when instruments require scheduled service Create and prints barcodes or labels for primary sample containers and secondary sample containers Maintains instrument information such as manufacturer, model number, serial number, and in service and retirement dates Manages instrument equipment maintenance records including instrument service schedules Allows the exchange of information between users regarding reagents and instrumentation Ability to flag samples and remove them from the sample retention schedule Creates and prints barcodes for each piece of equipment inventoried Samples Pending Testing: A dashboard for laboratory users to view samples that have been received and that displays the number of samples pending, configurable by data and testing fields Creates notifications with acknowledgement and response Retains notifications for a configurable length of time Review Pending: A dashboard that displays samples for which testing has been completed by testing method Workload: A dashboard that displays all tests within a timeframe and the number of samples for that test, broken down by status Provides dashboards that display summaries of samples currently in process and in configurable time periods Provides dashboards that are accessible by both individual users and user groups (e.g., analysts, supervisors, plant personnel) Ability of users with permissions to configure dashboards to display data fields, testing fields, sample status and results Ability to configure dashboards on a summary level to show data such as the number of samples for which testing has been requested, data and test field criteria, and status Ability to configure dashboards to create and distribute notifications to users within the LIMS when samples are added Examples of desired Dashboards: Ability to email alerts from application to users Ability to track costs of each analysis Tracks the use of analytical standards and reagents for the purpose of determining how many samples are tested per unit and how long a unit is in use to determine cost metrics Allows PDF files of analytical standard, reagent, and equipment information to be attached to the inventory record Maintains a record of equipment locations Creates and manages barcodes for analytical standard and reagent tracking 10.0 Sample Inventory 12.0 Dashboards 13.0 Sample Receiving and Login Captures the receive date, lot number, and quantity of supplies received Captures users associated with receiving, creating, and opening analytical standards and reagents Provides configurable notifications every time the status changes for a designated sample 9.0 Supply Inventory Ability to to create notifications when sample data and testing field requirements are met or changed Ability to email alerts to lab supervisors when QA/QC is outside limits Ability to configure groups and subgroups of users in order to distribute notifications Tracks the location of samples during storage Tracks the length of time a sample has been stored Tracks the temperature at which a sample is stored Provides sample destruction schedules based on sample contents, testing method, sample matrix, storage dates, and retention schedules Tracks internal chain-of-custody for secure samples Tracks sample volumes Stores holding times and preservation type(s) for each analyte Professional Services Agreement 8513 Laboratory Information System Page 220 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 licenses. These have been quoted as an option in the pricing proposal. 7.1 X X X-LIMS can provide customizable export files to other applications. However, before these can be quoted, the scope needs to be defined and formats identified. 8.1 X X X-LIMS provides an inventory tracking of materials in the laboratory. Not only does it allow the entry of common laboratory items such as reagents and standards, but also allows for the tracking of other inventory items, such as disposable glassware and other supplies a laboratory may wish to track. Validation information for the inventory item may also be tracked and stored. In addition, the inventory items may be linked to test runs so that the lab can have complete traceability as to what items in inventory were used during a particular test. Alerts can be sent to notify users when quantities are low or when a standard, reagent, or consumable has expired. 8.2 X X The X-LIMS inventory manager is capable of capturing the parameters listed here and more. 8.3 X X X-LIMS is compliant in offering unique tracking numbers for internal standards and reagents. 8.4 X X The X-LIMS DocumentXChange utility allows users to attach documents such as Safety Data Sheets to any object in the system for centralized server storage. Access to these attachments can be made by any LIMS user as a file copy is 8.5 X X The ingrated inventory and batching system prevents the use of expired standards. For an expired standard to be used, the date of expiration would have to be extended and the edit of which trigger an audit record requiring reason for the extension. 8.6 X X Instruments can be recorded in the X-LIMS inventory system. This will create a unique identification number to be assigned. 8.7 X X X-LIMS provides the ability to track standards and reagents. Inventory items such as these may be linked to test runs so that the lab can have complete traceability as to what items in inventory were used during a particular test. 8.8 X X As mentioned in the comment for requirement 8.1, X-LIMS is provided with an inventory manager that provides the ability to manage inventory items as entered by end-users. The inventory manager maintains inventory for items such as reagents, equipment, and consumables. The information stored is configurable and can include manufacturer, lot number, volume, storage, expiration date, etc. 8.9 X X Alerts can be configured through X-LIMS to inform users when inventory items are scheduled to expire. 8.10 X X Alerts can be configured through X-LIMS to inform users when a certain number of items have accumulated in inventory. Allow customers to view data as soon as it is entered by lab personnel Allow read only access to groups other than the laboratories Manages chemical, analytical standard, and reagent inventory including tracking volumes, storage conditions, location and disposal Creates internal analytical standard and reagent tracking numbers Provides alerts when a configurable amount of items on hand is reached in the inventory 7.0 Communicating with Other Systems Provides customizable export files for transferring data to other applications (e.g., Colorado Discharge Monitoring Reports, Linko Compliance Tracking Software, Colorado Data Sharing Network, Ambient Water Quality Monitoring System Portal) 8.0 General Inventory Includes an analytical standard, reagent, and equipment inventory Captures analytical standard and reagent information such as manufacturer, date received, description, lot number, expiration dates, quantity received, storage requirements, date opened Provides alerts when analytical standards and reagents are scheduled to expire inventory interface provides alerts when; Assigns internal asset control numbers to instruments Provides the ability to track standards and reagents used for analysis batches Allows the system administrator to have the ability to control user/group access to data Allows the system administrator to access and administer the database supporting the LIMS Ability to import some or all historical data from current LIMS applications, WQL LIMS and WetLIMS Provides access to the Safety Data Sheets of chemicals If proposing a hosted system, please provide white papers on security and percent of server downtime Prohibits the use of expired analytical standards or reagents except with user comment 6.0 Data Access for Other Groups (e.g., Plant Operators) Provides multiple user permission levels (e.g., entering data, changing data, view only) Local administrator will have the ability to assign specific permissions to data Local administrator will have the ability to reset or access user accounts Application lookup tables that can be filled by importing and parsing data from the current LIMS applications Provides access on the database level to administrative users. This includes the ability to execute SQL queries on the data 5.0 Permissions and Security Concurrent licensing, if available, and flexibility with increase or decrease of licenses Professional Services Agreement 8513 Laboratory Information System Page 219 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 17025 certified labs. X-LIMS is able to capture all direct and supporting data and record information required to adhere to these certifications including, but not limited to, traceability, methods, supplies, staff training, equipment calibrations and instrument maintenance. 3.1 X X Software hotfixes, patches, service packs and new releases are covered at no additional charge under the support and maintenance agreement. If Ethosoft has been given remote access to the server, they will install the software upgrade as part of the support and maintenance agreement. Technical support for compatible hardware, servers, and OS systems will be offered if the nature of the issue is related to X-LIMS. 3.2 X X Onsite X-LIMS training for administrator and end-users is offered during the course of the implementation and includes a training plan and documentation. 3.3 X X Beyond the initial one week onsite training for administrators and end users, Ethosoft can provide other training sessions on or off site. These additional sessions will be quoted when requested. Technical support via email or the toll free hot line is offered during business hours for normal issues as part of the first year warranty and the annual support and maintenance agreement. 4.1 X X Through X-LIMS, laboratory administrators are able to quickly add or deactivate new tests, sample samples, or users in a batched or ad-hoc manner. 4.2 X X X-LIMS allows authorized users to make changes view/edit system level configuration settings. 4.3 X X Most Common Responsibilities Include: 1 Maintenance of Laboratory test library inlcuding new 4.4 X X Any person with the capacity to edit data within the system (not just testing result data) Where Read Only users require access Provide timeline and resources for onsite training of Administrators and Users Allows a local system administrator to make minor changes to the system variables Allows laboratory administrators to quickly add or deactivate new tests, sample names, or users Describe the duties for in-house LIMS Administrator 1.1 Provides an audit trail of all data entries and edits, including the user making the change, date/time of change, original value, new value, reason for change, supervisor approval, if required either by the type of change or by the role of the user 2.0 General Requirements Intutive, uncluttered user interface Application workflow that handles the needs of all three labs, and allows disabling of unneeded features/screens 1-800-870-7014 ext 112 1. Columns A-G are for information only. Vendor shall complete the fields in Yellow (Columns H-K). 3. For each Function below, Vendor shall mark an "X" in Column H, I or J to indicate if the proposed system meets the requirement with the CURRENT version of LIMS, will meet the requirement in a FUTURE version of LIMS (add the deployment date of the future version (not to exceed six months) in the comments), or NO, does not meet the requirement. For more information see PROPOSAL SUBMITTAL REQUIREMENTS and Required Services/Deliverables Sections of the RFP. 4. Please use Column K, Comments, to provide clarifying information. No. Category Function CURRENT FUTURE NO Comments (attach additional sheets as necessary) 2. Categories shown in columns B, C, and D are C - Critical, I - Important, D - Desirable. For more information see PROPOSAL SUBMITTAL REQUIREMENTS and Required Services/Deliverables Sections of the RFP. 4.0 Local System ATTACHMENT 7 - FUNCTIONAL REQUIREMENTS 3.0 Training Provide initial and ongoing training for in-house support (please describe) Describe who is considered to be a user 1.0 Mandatory Requirement Provide upgrade support for new software, hardware, servers, and Operating Systems Ability to request reanalysis of samples/analytes Ability to attach files to samples, QA samples, and sites Vendor supported, web ‐ browser based solution Meets the ISO 17025 laboratory standard (provide documentation of how these standards are met) Vendor must have successfully implemented a LIMS in an environmental lab within the last 3-5 years (Provide references) ETHOSOFT, INC. BILL MOSS bmoss@ethosoft.com Professional Services Agreement 8513 Laboratory Information System Page 218 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Page 187 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98 Day 7-31 NA Ethosoft LIMS implementation specialist reviews all data gathered in Phase II of the project. Worksheets are filled out to determine the parameters tracked, limits, and units for tests and QCs. Sheets to be submitted to Ethosoft. The LIMS administrator should plan on at least 5 days of work to fill out May take lab administrator longer to fill out sheets due to daily workloads. Mitigate risk by Professional Services Agreement 8513 Laboratory Information System Page 183 of 233 DocuSign Envelope ID: BAE89F5D-F139-4A00-BF95-706D55F57C98