HomeMy WebLinkAbout20153729.tiff RESOLUTION
RE: APPROVE CONTRACT AMENDMENT FOR END USER HOSTING AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - LABLYNX, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract Amendment for End User
Hosting Agreement between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Information Technology,
and LabLynx, Inc., commencing November 23, 2015, and with further terms and conditions being
as stated in said amendment, and
WHEREAS, after review, the Board deems it advisable to approve said amendment, a
of which is attached hereto and incorporated herein b
copy p by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Contract Amendment for End User Hosting Agreement between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Information Technology, and LabLynx, Inc., be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said amendment.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of November, A.D., 2015, nunc pro tunc November 23, 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: EXCUSED
�j� �C1�'t.� Barbara Kirkmeyer, Chair
Weld County Clerk to the Board
Mike Freeman, Pro-Tem
BY:
ty Clerk to the =oard I'Me t `4,
�a can P. Co ay
AP AS TO 1361
=?` 3U . Cozad
ounty ttorney
) % Steve Moreno
Date of signature: l
2015-3729
CC :.., 4 h9/17 IT0003
Urn6tiee 22 3(2
MEMORANDUM
'86' TO: Esther Gesick, Clerk to the Board Nov 23 2015
111 r
rFROM: Ryan Rose, Chief Information Officer
o SUBJECT: Lablynx, Inc. End User Hosting Agreement
Lablynx, Inc. provides software and hosting services for their LIMS application that
is used by Weld County's Environmental Health Services department. The
preferred support model is to move to a vendor hosted environment. This
agreement is to amend our existing agreement. The requested cost for fiscal year
2016 is $6,000. The remainder for fiscal year 2015 is already paid at$7,000. This
amendment will result in an annual saving of$1,000 and will increase our support
hours from 4 hours/year to 16 hours/year.
We ask that the BOCC approve the contract agreement as submitted.
9
2015-3729
1 !
LabLynx
where science gets IT Proposal/Sales Authorization
Created Date: 11/17/2015 Quote Number: WLD MSW 16.4
This quote good for 90 days from the above created date. Contact: Sheila Batson
Company: DIT,Weld County
LabLynx, Inc. Address: 1401 N. 17th Avenue
P.O.Box 673966 Greeley, CO 80631
Marietta,Georgia 30006
www_lablvnx.com
Tel: (770)859-1992
Fax:877-832-4129(toll free) Email: sbatson aaco weld.co.us
Email:sales@lablynx.com Tel: 970-304-6570 x2539
TERMS AND CONDITIONS
This agreement is for the line item goods and services described herein.Terms and conditions are as stated herein
and in referenced items,which may include one or more of the following:
• EUHA-End User Hosting Agreement-http.//euha.lablynx.com
Following Terms are specific to this proposal:
• Included in the Annual Maintenance fee at no additional fee is LabLynx Hosting of the LIMS Application.
Hosting includes(the terms below modify the EUHA as noted below):
o Weld is provided its own dedicated SQL DB_ and dedicated website
o Bandwidth of 100M6 v, h ah.. r
o Storage of 100GB with each additional 100GB at$900 per year
o Backups are provided by LabLynx and include
• Daily Incremental backups at 2 hour increments
• Daily backups saved for 10 days
• Daily backups are of entire DB, hence they go back completely in time
• A copy of the backup is available to Weld for download if requested
• Download is via FTPS from folder on the server.
o Upon termination of hosting,Weld will have 30 days to access and retrieve final backup
o Weld can run security scans, nondestructive, as needed and determined by Weld. If any security
scan makes the site unusable, modify data or require any form of servicing,Weld is liable for the
damages.
• SLA's for uptime are provided in the SOW below.
• End user agrees that it shall indemnify to the extent permitted by law.
• Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this
Agreement by County does not create an obligation on the part of County to expend funds not otherwise
appropriated in each succeeding year.
• The provisions shall be governed by the laws of the state of Colorado.
Billing and Payment:
• Weld can request services via the online Help Desk. Each of these requests(aka ticket)will be estimated and no
work performed unless authorized by Weld.Work which is classified as development or new work is shown as
Hourly and once authorized,Weld is liable for the hours billed on the ticket,invoicing for hourly services occurs
weekly,regardless of the completion status of the ticket. Tickets that are classified as Support will be charged
against the annual support hours,up to the maximum per the support level. Hours beyond that will be considered as
hourly and billed accordingly. Tickets classified as warranty are not billed to Weld.
• Reasonable travel incurred for onsite activities and other Reimbursable Expenses are not included and will be billed in
addition.All expenses must be pre-approved by Weld County
• All fees are in US$.
• Payment Terms: Net 30 Calendar Days from Invoice Date.
Page 1of5
LabLynx
where science gets IT Proposal/Sales Authorization
This agreement is made as of the date signed above by the End User, having offices located at the address listed in
this agreement and with LabLynx, Inc. having principal offices at the address listed in this agreement,herein referred to
as"LabLynx".
STATEMENT OF WORK(SOW)
OVERVIEW—This proposal is for Annual Maintenance for Weld County starting February 1, 2016. Included is
LabLynx Hosting the Weld County LIMS.
This proposal is for Silver Level Annual support,this provides for 16 hours of support.
Also available are:
• Bronze—4 hours of support at$4,500 per year
• Silver — 16 hours of support at$6,000 per year
• Gold — 24 hours of support at$8,500 per year
The other functions of the MSW are the same between the levels and are fully defined in the EUMA and EULA
previously agreed between Weld and LabLynx
ID Description Quantity Unit Unit Price Total Price
Annual Maintenance warranty and Support
Maintenance Support and Warranty (MSW)-Silver
level MSW which includes a reduced hourly rate of$165
per hour for services work and 16 hours of customer
support each year. Note, support hours are provided to 1 Year $6,000.00 $6,000.00
support the users,these are not intended for use as
development or new work hours.
The Service Level Agreement is as follows:
1. Coverage Definitions
"Web Site Uptime"means the percentage of a particular month (based on 24-hour days for the number of days in
the subject month)that the content of customer's Web site is available for access by third parties via HTTPS, as
measured by LabLynx's systems/services.
2. Service Level
i. Goal: LabLynx's goal is to achieve 100%Web Site Availability and Uptime for all our customers.
ii. Remedy: LabLynx will issue a credit to customer in accordance with the schedule shown in iii and iv below.
The credit being calculated on the basis the fee paid for that month(if annual, 1/12`h of annual fee)for hosting
Services.
iii. Uptime Amounts:
Web Site Uptime Credit Percentage
99.8%to 100% 0%
Page 2 of 5
020/ —G.17 021
LabL nx
""he" gets
R Proposal/Sales Authorization
98%to 99.8% 10%
95%to 97.9% 25%
90%to 94.9% 50%
89.9%or below 100%
iv. Downtime Amounts:
Web Site Downtime in Minutes Credit Percentage
less than 42.2 mins 0%
42.3 to 864 mins 10%
865 to 2160 mins 25%
2161 to 4320 mins 50%
greater than 4320 mins(72 hrs) 100%
v. `Assumes a 30-day month,43,200 minutes in a month, 1440 minutes in a day
3. Exceptions
Customer shall not receive any credits under this Hosting Agreement in connection with any failure or deficiency
of Web Site Availability caused by or associated with:
i. Circumstances beyond LabLynx's control including,war,strike or other labor disturbance,
unavailability/interruption/delay in telecommunications,virus attacks and/or hackers,third party software failure
(free scripts,ecommerce software,Merchant Gateways),fire,flood,tornado,earthquakes,acts by any governing
body,embargo,boycott,or inability to obtain supplies, raw materials,or power used in or equipment needed for
provision of this Service Level Agreement.
ii. Failure of access circuits to LabLynx's network,unless the failure is caused solely by LabLynx.
iii. Emergency maintenance,scheduled maintenance,and system upgrades.
iv. Domain name system(DNS)problems outside of the control of LabLynx.
v. Issues with FTP, POP, IMAP,or SMTP customer access.
vi. Customer's acts or omissions(or acts or omissions of others engaged or authorized by customer), including,
without limitation,custom scripting or coding(i.e., PHP, Python,CGI, Perl,HTML,ASP,etc.),any negligence,
willful misconduct,or use of the Services in breach of LabLynx's Acceptable Use Policy.
vii. Problems elsewhere on the Internet that prohibit you from viewing your account. LabLynx is not responsible
for browser, DNS,or other caching that might make it appear your site is unavailable even though others can still
access your information.This guarantee covers LabLynx controls such as our servers,routers,and switches.
4. Credit Request and Payment Procedures
Page 3of5
iljabLynx
—wham schwa'"'R Proposal/Sales Authorization
In order to receive a credit,customer must make a request by sending an email message to
su000rteLabLynx,corn.Each request in connection with this SLA must include customer's account number
(domain name)and the dates and times of the unavailability of customer's Web site.The request must be
received by Lablynx within ten(10)business days after Customers Web Site was not available. If the
unavailability is confirmed by LabLynx,credits will be applied within two billing cycles after LabLynx's receipt of
Customer's credit request.
Notwithstanding anything to the contrary herein,the total amount credited to Customer under this SLA shall not
exceed the total hosting fee paid by Customer for such month for the affected Services.Credits are exclusive of
any applicable taxes charged to customer or collected by Lablynx and are Customer's sole and exclusive remedy
with respect to any failure or deficiency in the Web Site Availability of Customers Web site.
1
Page 4 of 5 3
r� CONTRACT AGREEMENT AMENDMENT BETWEEN
THE WELD COUNTY DEPARTMENT OF INFORMATION TECHNOLOGY
AND Lablynx, Inc.
This Agreement Amendment is made and entered into this 23rd day of November,2015 by and between
the Board of Weld County Commissioners,on behalf of the Weld County Department of Information Technology
hereinafter referred to as the"Department",and LABLYNX,INC.hereinafter referred to as the"Contractor".
WHEREAS the parties entered into an agreement(the"Original Agreement")identified by the Weld
County Clerk to the Board of County Commissioners as document No.2008-0311,approved on January 28,2008,
and
WHEREAS the parties hereby agree to modify the Original Agreement in accordance with the terms of the
Original Agreement,to include the new Proposal/Statement of Work,attached as Exhibit A,which is incorporated
by reference herein,as well as the terms provided herein.
NOW THEREFORE,in consideration of the premises,the parties hereto covenant and agree as follows:
• The Original Agreement will remain in effect without change except:
• The parties agree to include a new Proposal/Statement of Work,which is attached as Exhibit A
• The new Proposal/Statement of Work,together with the Original Agreement,constitute the entire
understanding between the parties.
• All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF,the parties hereto have duly executed the Agreement as of the day,month,and year first
above written.
CONTRACTOR:
John H.Jones
Printed Name
Signature
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
"(/�.e
ATTEST: dlitrA84) f+;& M
W d . my Clerk to the Bo• d
1E,Bee Mike Freeman, Pro-VOV 3 0 2`C"5
�
Deputy Cler w"o the Board361 O 4;2
A
U
Page 5 of 5
END USER Hoses AGREEMENT(EUHA)
1. INTRODUCTION
For End User engages LABLynx,Inc.,dlb✓a weblims.com("WebLIMS")to host End User's data("Data")as provided in this End User
Hosing Agreement("EUHA"). To carry out this purpose,the parties agree as follows
2.1 DATA HOSTING
WebLIMS will provide dedicated or shared server computers with an Internet address for storage and access of End User's Data utilizing
certain of WebLIMS'software programs and other open source software programs. End User's Data must be"server-ready."During the
term of this EUHA,WebLIMS provides End User a non-exclusive license for End User to use WebLIMS'software programs on the site
maintained by WebLIMS.End User may install its own software programs provided that such programs do not violate WebLIMS'
acceptable use policies set forth herein and do not violate this EUHA. Software installed by End User shall not conflict or interfere with
WebLIMS'software installed by the benefit of End User.
WebLIMS will provide bandwidth and storage as specified in Exhibit"A." If End User requires additional bandwidth or storage,WebLIMS
will negotiate in good faith to amend this EUHA to provide additional bandwidth or storage for an additional charge,unless WebLIMS'server
computers cannot accommodate the requested bandwidth or storage.
2.2 PAYMENT
End User will pay LABLynx,Inc.for the product,services and subscriptions ordered by End User within net fifteen(15)days of the invoice
date.In the case of credit card payments WebLIMS will automatically charge the End User credit card on file all fees associated with the
End User's account on the due date. WebLIMS may,at its option,charge a 10%fee on payments late by 5 days or more. Returned
checks and declined credit cards may incur a fee.
2.3 ACCOUNT UPDATES
It is the responsibility of End User to maintain accurate billing information with WebLIMS. This may include updated credit card
information,email address and mailing address.
2.4 TERM
The term of this EUHA shall be one calendar month and shall automatically roll-over on the same terms as provided herein from month-to-
month. This EUHA may be terminated by End User at any time,provided that End User pays WebLIMS in full for its users for whom
WebUMS has provided web hosting access at any time in a calendar month to or at the time of termination.
2.5 DATA BACKUP
End User will have the right and is urged by WebLIMS to back up its own Data on its own computers. In addition,WebLIMS will backup
the Data in a commercially reasonable manner. However,WebLIMS is not responsible for lost Data. Data backups will be stored by
WebLIMS for no longer than three(3)days. WebLIMS will provide,at End User's expense,an electronic copy of the backup Data to End
User upon written request by End User. Backups are intended for disaster recovery,not the restoration of individual files.
2.6 WEBLIMS SOFTWARE
WebLIMS'software licensed to End User herein will only be used for End User's own benefit. End User may not use WebLIMS'software
to provide commercial service bureau functions or to provide laboratory management data services to third parties. End User may not
change,alter or modify WebLIMS'software,create derivative works,translate,reverse assemble,reverse compile,disassemble or in any
way reverse engineer WebLIMS'software. All rights not expressly granted in this EUHA are reserved to WebUMS.
3. STANDARDS
WebLIMS'services will conform to the following:
3.1
WebLIMS will provide hosting services for the Data that meet reasonable commercial standards for,among other matters,packet loss,
accessibility,latency,availability,and throughput. End User understands that WebLIMS'hosting facilities are owned and administered by
a commercial third party which,in the reasonable opinion of WebLIMS,is able to allow WebLIMS to provide the services specified in this
EUHA safely and securely.
3.2 SECURITY AND PRIVACY
WebLIMS will take commercially reasonable steps to prevent unauthorized access to the Data stored on WebLIMS'server computers.
Further,End User acknowledges that its Data will be hosted on the intemet. End User shall install and use such password protection as it
believes advisable to protect against unauthorized access to its Data.
End User agrees and acknowledges that WebLIMS will use networking operating center(ROC)software to monitor the activities of end
users,including End User.
3.3 SERVER/NETWORK COMPUTER OUTAGES
WebLIMS will use its best efforts in providing advance notice to End User of scheduled server computer/network outages.
3.4 DISCLAIMERS
WebLIMS provides no equipment,software(other than that provided by WebLIMS),or communication connections to End User.
WebLIMS makes no representations,warranties or assurances that the End User's equipment,software(other than that provided by
WebLIMS),and communication connections will be compatible with the hardware and services provided by WebLIMS.
WebLIMS disclaims any liability or responsibility for any software installed by End User,including but not limited to compatibility issues or
data damage or loss caused by any such software.
Document ID: LLX-EUHA-00 1
Page 1 of 3
V 1
4. OWNERSHIP OF CONTENT
All Data stored by End User on any server or servers provided by WebLIMS shall at all times remain the property of End User. End User
grants to WebLIMS a non-exclusive,worldwide license to the Data only to the extent necessary for WebLIMS to host the Data as provided
herein. WebLIMS'software programs shall at all times remain owned by WebLIMS,subject to the limited non-exclusive license granted to
End User herein during the term hereof.
5. LAWFUL PURPOSE
End User will only use the services provided by WebLIMS for lawful purposes and End User will not store or provide any Data,software,
programs or applications or link to or use any material that violates foreign,federal,state or local laws,rules or regulations,this EUHA,any
Acceptable Use Policies posted by WebLIMS,or any other WebLIMS'policy.
6. ACCEPTABLE USE POLICIES
Becoming an End User of WebLIMS constitutes an agreement to abide by this EUHA and the acceptable use policies set forth herein. All
references to WebLIMS in this EUHA include the WebLIMS'system,network,and its employees,and any third party provider used by
WebLIMS. All references to End User include any person or party which uses End User's account.
6.1
End User may not use the WebLIMS'system and services in any way that violates United States federal,state,local,or international law
or the rights of others. This prohibits,but is not limited to,any actions of End User which are threatening,obscene or defamatory,which
violate trade secret,copyright,trademark or patent rights,which violates rights of privacy or publicity,which result in the spread of
computer viruses or other damaging programs or data files,or which violate any export restrictions(including making nonexportable
information or software available to foreign nationals as may be prohibited by law).WebLIMS will cooperate fully with law enforcement
agencies if criminal activity is suspected.
6.2
End User will obey any acceptable use policies for sites,newsgroups,mailing lists,etc.accessed via the WebLIMS'system or network.
End User will not probe,monitor,breach the security of,or attempt to probe,monitor or breach the security of,or otherwise interfere or
attempt to interfere with any host,network,or system without the express authorization of the administrator of the host,network,or system.
6.3
End User will not forge,conceal,disguise,or otherwise attempt to alter the identifying characteristics of electronic transmissions originating
from its account(s).
6.4
End User will not send unsolicited bulk e-mail or spam e-mail.As a guideline,mailing more than 20 messages simultaneously or in close
proximity to individual recipients with whom the sender has no pre-existing relationship or who have not otherwise consented to receiving
such e-mail will be considered an unacceptable transmission which may result in termination of End User's account.Any actions which
WebUMS,at its sole discretion,believes to be an attempt to circumvent the intent of this prohibition shall be treated as a violation of this
provision. Such transmissions and the fallout from such transmissions cause significant damage to WebLIMS in terms of resources and
staff time as well as reputational damage. Such damages are difficult to calculate in a precise amount. Should End User distribute such e-
mail or messages,End User agrees that in addition to any remedies provided under this EUHA,End User shall be liable to WebLIMS for
$25,000 as liquidated damages. Should actual damages be ascertainable in excess of$25,000,End User will be liable for the actual
damages.The parties hereto agree that the damages caused by such e-mail communications as those described herein are difficult and
impossible to estimate,the sum stipulated hereby is a reasonable pre-estimate of the probable loss to WebLIMS,and the parties hereto
intend to provide for liquidated damages.End User shall also be liable for costs and reasonable attomeys'fees actually incurred in
collecting any such damages from End User. Furthermore,should End User contract for bulk e-mail or message posting services to
advertise a service or Web site offered by End User through WebLIMS'system or network,End User shall be treated under this section as
if End User personally sent such e-mail or posts through the WebLIMS'system or network.
6.5
End User is explicitly not permitted to set up Internet hosts or daemons on their computer(s)or with the servers or services provided by
WebLIMS. End User is not permitted to share or otherwise let others use its account in any way.
6.6
If any software or programs are installed by End User,it shall be End User's responsibility to ensure itself that it has valid software licenses
to do so,and shall hold WebLIMS harmless therefrom.
6.7
If WebLIMS finds or suspects,in its sole discretion,that End User is in violation of any rules set out in this section as an acceptable use
policy,End User's account may be immediately restricted,suspended,terminated or permanently be canceled. If hosting is terminated,
WebLIMS may,in its sole discretion,reinstate hosting upon adequate showing of End User's right to use the Content or User Content.
6.8
WebLIMS may,at its option,remove or delete Data,software or any material(without reimbursement)in violation hereof and/or notify
authorities.
6.9
WebLIMS reserves the right to modify the rules at any time by publishing such modifications over the service and sending notices to each
end user or by posting changes to WebLIMS'site..
7. TAXES
End User is solely liable for any taxes and fees payable for products or services sold by End User on the Website.
8. MODIFICATION OF SERVICE
WebLIMS reserves the right to modify,add,or remove all services and features of the system at any time. Current end users will receive
adequate notice of such changes. In such event,End User will have the opportunity to terminate the remaining term of this EUHA.
I i
Document ID: LLX-EUHA-00 ? Page 2 of 3
•
9. TERMINATION
9.1 TERMINATION BY END USER
During the term of this EUHA as may have been extended or rolled-over,End User may terminate this EUHA upon the material breath
thereof by WebLIMS,if such material breach remains uncured for thirty(30)days following written notice to WebLIMS. This cure period
shall be extended by delay caused by events beyond the control of WebLIMS including,but not limited to,natural disasters,terrorism,
governmental prohibitions or regulations,viruses that did not result from the acts or omissions of WebLIMS,or technical faults of
WebLIMS'service providers or vendors.
9.2 TERMINATION BY WEBLIMS
WebLIMS may immediately terminate the term of this EUHA for cause at any time without penalty. Causes justifying immediate
termination include,but are not limited to:Violation of any foreign,federal,state or local law;non-payment of fees due hereunder,breach
of this EUHA;violation of terms of service found on WebUMS'site;and violation of any other WebLIMS'policy. WebUMS may terminate
the term of this EUHA without cause at any time upon 30 days written notice to End User.
In the event of account termination or cancellation,End User will have five(5)days to access any remaining Data,software or other
material stored with WebLIMS.
10.1 DISCLAIMER OF WARRANTIES
WEBLIMS DOES NOT MAKE AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND,INCLUDING,WITHOUT
LIMITATION,ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABIUTY OR FITNESS FOR A PARTICULAR PURPOSE FOR
THE SERVICES TO BE PROVIDED BY WEBLIMS UNDER THIS AGREEMENT.
10.2 LIMITATION OF LIABIUTY
Under no circumstances shall WebLIMS or anyone else involved in administering,distributing or providing WebLIMS'services,be liable for
any indirect,incidental,special or consequential damages,including,without limitation,loss of revenues or lost profits,or damages that
result from the use of or inability to use WebUMS'services,mistakes,omissions,interruptions,deletion of files or e-mail errors,defects or
damage to End User's Data,software or other materials,defects,viruses,delays in operation or transmission,failure of performance,theft,
destruction or unauthorized access to End User's records,programs or services,even if WebLIMS has been advised of the possibility of
such bases. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages,In such
states,WebLIMS'IiabNity is limited to the least extent permitted by law. In no event shall WebUMS'liability to End User exceed the
aggregate amounts paid by End User to WebLIMS for WebLIMS'services during the previous six months.
10.3 LIMITATIONS PERIOD
No action under this EUHA,unless involving death or personal injury,may be brought by either party against the other more than one(1)
year after the cause of action arises. t /
11. INDEMlUFICATIONtt � Q. tot t`�''�► 1T 6:i
End User agrees that it shall indemnify;/defend and hold harmless WebLIMS and its officers,directors,employees,agents and
shareholders from and against any costs,expenses(including,among other expenses,reasonable attorneys'fees actually incurred and
expenses),losses,damages(specifically excluding consequential,exemplary,special,indirect or punitive damages),suits,claims,or
liabilities incurred and arising from or relating to End User's use of WebLIMS'services.
12. ASSIGNMENT
End User will not sal,rent,sub-let,allow others to use,transfer or assign ail or any portion of this EUHA without the prior written consent
of WebLIMS. Any unauthorized transfer or assignment shall be null and void;provided,however,that any such assignment shall not
relieve End User of its obligations under this EUHA.
13. MODIFICATION
Except as otherwise provided herein,the EUHA may not be modified except in writing,signed by End User and WebLIMS.
14. GOVERNING LAW 5 d ,b CQ
The interpretation and enforcement of this EUHA shall be governed by the laws of the State of Georgia. End User consents to jraisdidron
and venue in the federal and state courts having jurisdiction within Cobb County,Georgia for any action arising out of or relating to End
User's use of WebLIMS'services. The federal and state courts of Cobb County,Georgia shall have exclusive jurisdiction over all such
actions.
15. SEVERABILITY
If any provision of this EUHA shall be held invalid or unenforceable in whole or in part for any reason,such provision shall be ineffective to
the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of any of the remaining
provisions of this EUHA.
16. ATTORNEYS FEES AND COSTS
In any action brought under this EUHA,the prevailing party shall be entitled to recover its reasonable attorneys fees actually incurred and
costs of litigation.
17. ENTIRE AGREEMENT
Except as otherwise provided herein,the parties acknowledge that this EUHA and any modifications to this agreement,constitutes the
complete agreement regarding this subject,and supersedes any prior oral or written communications relating to this subject.
•
18. NO WAIVER
The waiver by either party of a breath of any provision of this EUHA will not operate or be interpreted as a waiver of any other or
subsequent breach.
19. RELATIONSHIP OF THE PARTIES
No agency,joint venture or employment relationship is created by this EUHA and neither party has the power to bind the other party.
Document ID: LLX.EUHA-00 Page 3 of 3
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informatics
innovations
Reply to Weld County Request for Proposal
Laboratory Management Information System
Prepared for: Sheila Batson
ACS/Weld County Information Services Dept
1401 North 17th Avenue
Greeley, CO 80631
970 304 6516 x2274
sbatson@co.weld.co.us
Prepared by: Informatics Innovations Inc
5665 Atlanta Highway
Suite 103-118
Alpharetta GA 30004
Tel: 678 488 7873
www.infovations.com
II
informatics innovations
Revision History
Revision 0: Submit for Discussion
Table of Contents
1.0 Scope 3
2.0 Implementation Project 6
3.0 Deliverables 7
4.0 Payment Plan 12
Appendix A—Add endums 14
Appendix B—References 15
Appendix C—EULA, EUMA, EUSA 19
I ► i
11-SOW-07 Confidential Material 2
informatics innovations
1.0 Scope
This purpose of this document is to provide a proposal for your consideration and decision
regarding implementation of an ELab LIMS Application in your organization. The ELab LIMS
is a browser-based laboratory management information system that operates on either MS
SQL Server or Oracle database on suitable server(s)running MS Server 2003. Your server
may be operating on a LAN,WAN, an intranet or the internet and your lab users will be able
to access the LIMS using any computer running MS Internet Explorer(IE)5.5 or newer as
long as there is a concurrent user position available. Access for remote users is by WAN,
Intranet or Internet.
Integral to the ELab LIMS is a PIMS that will allow Weld County to track via GPS, client,
sample location and/or sample type all routine sampling points for all clients. In addition the
PIMS can schedule, generate COC and the like for all routine sampling points, including
email reminders to take the samples. Included in the proposal for the PIMS module are
configuration services to implement it.
ELab also has a customer interface module that allows customers to view test results, enter
samples, check sample status and the like directly from their own PCs in a secure encrypted
format. The customer access module has been included with the configuration services for
this module.
As we understand it,Weld County Government is looking for a solution that has the capability
to provide results for both Environmental and Medical specimens. The Weld County
Environmental Laboratory plans to expand services to outside clients. In order to accomplish
this, a robust and fully integrated system is needed. The Lab is searching for a system that
requires minimal manual input, expedites processes, is user friendly, easy to configure,
provides invoicing and receipts, has barcode capability, provides inventory management of
reagents, and provides exceptional result reporting to all clients in multiple formats. Weld
needs a system can easily import and export data from almost any document type.
Weld County is looking for a solution that allows web access to our inspectors and clients to
enter their specimen collection data directly into the application and initiates 'Chain of
Custody' at the time the specimen is received.
Weld County is also looking for a LIMS application that can interface with their electronic
medical records (EMR)system,financial system, inspections system, Colorado State
reporting and lab instrumentation. They are requesting a comprehensive business solution to
accommodate present and future needs for the lab and county government. The solution
must be cost effective and designed to greatly improve operational performance. The
application must support multiple users and keep accurate track of samples, reagents,
instruments, processes, MSDS, output, centrifuge monitoring and creating follow-up
specimen collection schedules.
The solution we offer, ELab, can meet all these needs and more. ELab is currently in use in
the Florida Department of Agriculture, Georgia Department of Agriculture and Michigan
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Department of Agriculture all of whom have needs that parallel those of Weld County. We
have experience in the type of lab and applications mentioned.
ELab is compliant with HIPAA, 21CFR part 11, ISO 17025, NELAC and every other set of
GLP and accreditation requirements we are aware of.
For Weld County, the ELab LIMS implementation scope assumes installation on a single
application server running Windows Server 2005 and employing MS SQL Server 2005 as the
DB on the application server or another. ELab will operate on 'virtual servers'if so desired.
NOTE: ELab can for the same fee and implementation be installed on an Oracle 10g DB.
This decision can be made at any time prior to the kick-off meeting.
We have quoted a license fee for 10 concurrent users(but an unlimited number of registered
users). The users will access the LIMS via a LAN, WAN, Intranet or Internet as implemented
by Weld County. Further, based upon the demo, RFP and discussions with Weld County
representatives we have determined that no customizations of LIMS functionality are needed.
We have included instrument and other system interfaces(both are possible now or at a later
date), and implementation will include the reports that are specified in the RFP. There are no
custom reports, from the RFP we have determined that for ELab we only need configure the
standard LIMS reports.
Finally ELab requires no local dient, except for MS IE 5.5 or newer. Thus any computer on
the network can access the LIMS. The local operating system does not matter with MS
Windows 98 and above all supporting IE 5.5 and newer.
Below is a listing from the RFP of the Weld County requirements, all of which ELab can meet
and or exceed.
A. General
1. Ability to process Environmental testing samples (chemistry, metals, chemistry water
profiles, microbiology).
2. Contract client information to auto-populate designated fields to eliminate manual re-
keying of data.
3. Non-contract clients require a more detailed grouping such as Homeowners,
Business, or Institution etc.
4. Provide a contract monitoring module. Provide notification when contracts are ready
for renewal.
5. Reduction in data entry process(application should be able to pull contract specific
information forward).
6. Specific codes for retests and routes.
7. Schedule follow-up specimen collection.
8. Ability to pre-log samples
9. Integrate with GPS to enable mapping of water samples.
10. Barcode capable for inventory monitoring and specimen receipt.
11. Easily configurable to meet current and future needs
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12. Allow for unique IDs.—Last 2 digits of year(07, for 2007),then a 4 digit rolling,
sequential#, next a hyphen with quantity. If more than a quantity of 1,then would be
indicated as 1-2, 1-10 etc. Lab staff would like to change current format to be
inclusive of Site#, or prefix on future lab results. (I.e. G for Greeley, FL for Ft. Lupton,
all followed by year and a sequence number of that test.
13. Conversion of existing data from multiple sources. -Current LIMS application is
Access based, with multiple other sources of info in Excel, XML, JPG, PDF, and a few
Images
14. Medical analysis of sexually transmitted diseases(STD's)and West Nile Virus
15. HIPAA compliant personal information resulting, tracking, and reporting
16. Allow for resulting of various specimens for zoonosis program along with tracking of
tests related to rabies, Hantavirus, West Nile Virus, etc..
17. Incorporate medical results into application
18.Allow for multi-level pull downs for customers.
19. By XYX facility
20. For water, Zoonosis, or soil
21. Allow for misc. "Add On Comments"
22.Ability to track results by:
23. Collection date
24. Results date
25. Technician
26. Positive or negative findings
27. Sample number, or sample type
28. Route number, etc.
29. Employee re-certification tracking.
B. Reporting
1. Multiple data file formats that can easily be printed, imported or exported into specified
formats for state or other reporting needs. (RTP, XML, XL, CSV,TXT, PDF, JPG, HTML)
2. Audit trail for"Chain of Custody Tracking"(Inspector, ID#, sample location, date/time
collected, sample name, sample type, number of containers, type of analysis requested).
3. Easy query and Statistical Reporting for Medical and Environmental modules to indude
resulting for-Maximum Containment Limits, Minimal Detection Limits, Default Reporting
Limit, Practical Quantification Limit, Spike Percentage Recovery, Standard Deviation,
Quality Assurance Audit, and Comments.
4. Automatically generate Lab Worksheet by date collected,time collected, and requested
analyte.
5. Include standard LIMS reports and graphs.
6. Daily, weekly, monthly, quarterly and yearly summaries of activity and receipts.
7. ODBC compliant for advanced reporting using Crystal Reports.
C. inventory Management
1. Chemical inventory.
2. Chemical Expiration Date Monitoring
3. Material Safety Data Sheet(MSDS) Inventory Information Sheets
4. Chemical Barcode capability
5. Household Hazardous Waste Inventory(Small Quantity Generators, SQG's)
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D. Financial
1. "Pending Payment", results pending payment.
2. Automatic calculation of fees by client based on type of test, by number of items,
including fax fees, late fee, reference lab fees. (A client could have multiple fee
schedules,dependent on specimen).
3. Charging and printing of receipts and/or invoices on demand.
4. End-of-day reporting of all receipts generated.
5. Financial reconciliation (Budget Management; inventory in/out and wasted, cash flow
on receipts)
6. Report on Business Collection Fees related to Small Quantity Generators(SQG)
HHW division function.
E. Internal Departmental Quality Control Tracking Capabilities
1. Application security to control user access.
2. Equipment maintenance notification and reporting.
3. Incorporate Method Standards into the application.
4. Standard Operating Procedures included in application
5. Material Safety Data Sheet(MSDS) information in each diagnostic testing procedure
6. Tracking of Environmental Routing Compliance Schedules
7. Non-community ground water inspections.
8. School water&water system.
9. Accept electronic signatures.
F. interface Capability
1. Large lab instrumentation
• Perkin Elamer A Analyst 800
• Genprobe LEADER HC+
2.Weld County Nursing
• (PM/EMR, aka GE Centricity)
3. Ability to import/export multiple file formats such as RTF, XML, XL, CSV, TXT, PDF,
JPG, images
4. Accela Land Management Application (Graphing Nitrate resulting via GIS) Oracle
based
5. Banner Financial Oracle based
6. HIPAA compliant Web based Application (efficient access for clients)
7. ESRI compatible format(GIS)
2.0 Implementation Prolect
The LIMS Deliverables that are available to be provided by Informatics Innovations LLC for
this implementation are shown below. Each Deliverable is a milestone in the implementation
and can be a document, application, or service such as training or installation of the Software.
All Deliverables, including services, are to be approved by your assigned contact person.
In order for the implementation to be successful, effective oversight will be required to allow
the LIMS implementation team opportunities to overcome any obstacles that may interfere
with the execution of the plan and allow the implementation to remain on schedule. The team
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will consist of personnel from the client lab and Informatics Innovations. The anticipated
relationship between the entities for this project is that the Informatics Innovations Project
Manager will act a liaison between the Informatics Innovations Development Team and the
client's implementation team.
The Informatics Innovations team will be lead by Steve Roll who has 7 years experience in
the LIMS business and over 30 years experience in laboratory work at all levels from
technician to executive. The other members of the team will be selected at the time the
project starts and all are professionals with many years of LIMS and development
experience. Most any situation we will come across we have seen before and know how to
handle it. Resumes will be provided as appropriate.
Informatics Innovations will work very closely with the assigned contact who will coordinate all
activities, verify all Deliverables and authorize payments. Informatics Innovations will be
responsible for the resource allocation of their personnel, project schedule maintenance,
providing updates and the issuing of invoices. Your contact person will review Deliverables
and submit questions and comments to Informatics Innovations for incorporation into the
Deliverable or issuance of a Change Authorization for approval by your lab. After the
Deliverable has been updated, Informatics Innovations will publish the final version of the
Deliverable for approval by the client. Change authorizations will be issued for requests
outside the Scope of Work defined in the Statement of Work.
Informatics Innovations is prepared to meet the schedule shown below as taken from the
RFP.
Estimated Protect Schedule
• RFP Issued October 22, 2007
• Proposals due by November 19. 2007
• Interviews and Software Demos Completed by December 14, 2007
• Recommendation Finalized by December 21, 2007
• Project start date February 1, 2008
• Historical Data Conversion by May 27, 2008
The desired project schedule calls for installation and training for the new Laboratory
Information Management System to be completed by July 31, 2008.
Informatics Innovations management will be available at all times to resolve issues that arise.
3.0 Deliverables
The following is an overview of each of the Deliverables anticipated in this LIMS
implementation project. Deliverables fall into three categories: LIMS Implementation and
Configuration Services, Additional Products and Services, Optional Products and Services.
Licenses
Deliverable - LABLynx LIMS Software
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Informatics Innovations will provide the software package specified and instructions for
installation by Weld County on their server. Informatics Innovations will provide installation
support/assistance and will coordinate the date and time of installation with the assigned
contact person.
LIMS Implementation and Configuration Services
Deliverables in this section are provide the basic infrastructure of the LIMS along with any
work necessary to tailor the application to fit the workflow in your laboratory.
Deliverable — Kick Off meeting
The project will be initiated with a meeting for all applicable participants to review the project
scope,establish project schedules, and review all planned project activities. The Kick Off
meeting will be conducted onsite for this implementation with Weld County paying for travel
and living expenses.
The Informatics Innovations Project Manager will expect to review all current processes that
will be touched by the new LIMS, including but not limited to:terminology, security profiles,
reports(full and partial),workflow pathways with all components and user access. From this
meeting the Informatics Innovations Project Manager will generate a scope document which
is subsequently submitted to the contact person for review and approval.
Deliverable - LIMS Configuration, Implementation & Setup
This proposal includes configuration, implementation and initial setup of the LIMS application
for functionality as defined in the Scope document. For this work we anticipate installing the
LIMS application on an Informatics Innovations server from which your lab will be able to
watch progress via the Internet. Once Informatics Innovations has completed all of the
necessary configurations and implemented them,we will have a review meeting with the
client's implementation team to obtain approval of the LIMS configuration as defined during
the Kick-Off Meeting.
Deliverable - PIMS Configuration, Implementation & Setup
This proposal includes configuration, implementation and initial setup of the PIMS module for
functionality as defined in the Scope document. For this work we anticipate installing the
PIMS module on an Informatics Innovations server from which your lab will be able to watch
progress via the Internet. Once Informatics Innovations has completed all of the necessary
configurations and implemented them, we will have a review meeting with the client's
implementation team to obtain approval of the PIMS configuration as defined during the Kick-
Off Meeting.
Deliverable — Final installation and Set-up Assistance
Informatics Innovations will assist in the installation of the final version of the Software on the
client firm server(s). Once this is complete, Informatics Innovations will assist your personnel
with the system configuration and set up. This will provide your lab with the ability to populate
l
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the system with live data that can be used during training. The number of days of training
included is stated in Section 4.
Deliverable — Training
Formal training will take place on site at your lab's facility once the application has been
installed and sufficient configuration and setup is completed. Scheduling of training will be
coordinated with the lab's Project Manager. It is important for each person using the LIMS to
completely understand the system in order for the lab to generate the greatest return on
investment. The number of days of training included is stated in Section 4.
Maintenance and Support
Please refer to the EUMA for more information on both annual maintenance and operator
support. Support is available by phone,fax, e-mail and critical e-mail during regular business
hours.
Deliverable —Annual Maintenance Updates
Informatics Innovations will provide annual maintenance updates to the implemented
Software upon Acceptance of Deliverable. Annual Maintenance Updates apply to all client
labs whose accounts are in good standing and the Annual Support and Maintenance
Subscription is 15%of the total License.
$ For this implementation support is at the silver level which include up to 15 support incidents
per year. A support incident is most anything having to do with the LIMS operation, how to
use it and the like. A warranty item does not count as a support incident. If a support incident
develops into a need for additional development, professional support or training services,
such would be quoted and approval received before any work is started.
Deliverable —Support Incident Packs
In addition to the 15 incidents included above, additional incidents can be purchased at the
rate shown in Section 4.
Additional Products and Services
The Deliverables falling into this category enhance and maximize the usefulness of the LIMS
but are not dependent on them and therefore work on these items usually commences once
the LIMS has been configured.The ELab LIMS will accommodate future purchases, reporting
needs or software integrations with no loss of configuration settings. The addition or deletion
of an instrument interface from the LIMS at a future date will not cause a loss of
configurations. Note that with the exception of Reports and Data migration all the remainder
of these additional items are a pick and choose type of list and one or more can be delayed to
a later date if such is desirable from an expenditure or resources standpoint.
Reports
Informatics Innovations will develop reports for the data contained in the LIMS. Reports can
be test results reports, trend reports,work load, work history, COC, or other reports as
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deemed necessary by the lab. Development of reports generally falls into two categories
based on the report complexity. Standard reports are configured at a fixed rate as shown in
Section 4. The number of standard reports included in the proposal is shown in Section 4.
Instrument Interfaces
The LABLynx LIMS will interface with a variety of instruments in the laboratory. Those
instruments that are 'network'capable(generally those with a PC connected to them)are the
most straightforward to interface. The interface software developed by Informatics
Innovations will parse a delimited .txt file output from a network-ready instrument. The cost to
interface a number of instruments is dependent upon how many of the instruments can use
the same parsing file for the interface. The fee shown in Section 4 is for development of the
number of standard instrument interfaces shown.
Bi-directional information feeds can be accommodated as can be instruments using RS232
connections. These interfaces involve additional development time and therefore are quoted
after we have developed with the lab a specific design document. The fees are by the hour
or by the instrument, as shown in Section 4.
Data Migration
Informatics Innovations offers more than one option for legacy data and results. One,we are
prepared to offer a full-blown migration of data from an existing LIMS or other legacy
applications into the new LABLynx LIMS. Two, we offer an option to build a database that
sits between the legacy system and the new LIMS; this new database will contain selected
information from the legacy system for use in reports generated by the new LIMS. We have
estimated a data migration cost at the rate shown in Section 4 for the proposal and will
confirm such during the onsite visit for the kick-off meeting.
System Integrations
As a browser-based application, the LABLynx LIMS is compatible for integration with a
number of other software packages such as accounting software, SPC software and quality
management applications in order to provide a more seamless workflow to our clients. Based
upon the proposal we have estimated the system integration costs for the systems shown.
We do not believe the GIS integrations will require any more than normal startup effort at this
time. The number of days is stated in Section 4.
On-Line Client Access Tools
Informatics Innovations has a wealth of experience in browser-based client access tools.
These applications allow you to notify your client by e-mail when their reports are ready and
allow them to pick up their findings at their leisure from a neutral database. From the user
side: your clients have access to all of their reports at any time they wish from anywhere in
the world via a secure setting that is password protected.
The benefits are many: From the server side: your clients see only the information you "push"
into the neutral database, your clients have access to only their own reports, an additional
layer of security is provided to your LIMS, you are provided with a history of client access to
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each individual report, invoices can be attached as a page to each report or sent separately
as a report to your client's accounting department which speeds payment, costs are cut by
reducing incoming phone calls that interrupt the work day.
Optional Products and Services
iStudio Training and Support
The client lab's LIMS Administrator may find it useful to be capable of customizing the LIMS
themselves. Informatics Innovations staff will train select staff of your lab on the use and
implementation of the iStudio module. This module can perform most customizations, adding
tables, screens and perform specific tasks. Training would be quoted and handled as
Professional Services.
Professional Services Support
Once the LIMS is implemented, your staff may find that software development,training,work
process review,the evaluation of bar code equipment, PDAs or the like would be of benefit to
your lab. Informatics Innovations can perform this kind of work on an as-needed basis for
the rate of$150 per hour or on a quoted project basis, depending upon the specific work
desired. All work would be scoped and progress approved by your lab's Project Manager.
Once work is complete,we will have a review meeting with the appropriate staff of your lab to
obtain approval of the work contracted.
Equipment Software Implementation
We are able to develop custom applications to meet our clients'needs either in conjunction
with a LIMS implementation or as a stand-alone project; these can range from browser-based
client access tools to QA/QC software. We also offer professional services support to assist
our clients in evaluating software packages not offered by Informatics Innovations such as
SPC or ERP applications.
Software for Bar Code Equipment
The use of bar code equipment offers superior sample management with minimal errors while
reducing the time needed to perform the crucial sample log-in task. Informatics Innovations is
able to assist in designing a label that will capture the needed information for your lab's
needs. Bar Code Equipment Implementation is available for legacy hardware or as part of a
proposal made by Informatics Innovations to provide bar code equipment for the client.
Software for PDAs and Miscellaneous Hardware
The collection of data by PDA or miscellaneous hardware is becoming more popular,
particularly to collect QA/QC data in the food and restaurant industry. Informatics Innovations
can discuss cutting edge software for your legacy system or provide turnkey
software/hardware packages customized for your needs.
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4.0 Cost Estimate
The cost estimate below addresses all costs for the implementation of the ELab LIMS as
requested in the RFP.
A. System
1. Software purchase and licensing costs.
2. Number of Licenses included as part of application.
3. Third party software (required or optional) to install and run application.
4. Annual software maintenance costs and support services provided.
5. Detailed hardware and recommended configuration(s) needed to run application with
sizing assumptions and parameters.
6. Future functional enhancements and any plans to use new computing architectures.
7. Customization cost and estimate of hours needed to incorporate our needs (per RFP) into
your application.
B. System Consulting Services
1. Standard installation and training services provided at no additional charge with the
system.
2. Hourly fee rates for data conversion, technical consulting, training services, and number
of total hours to be provided to training.
3. Anticipated work tasks and with an estimated range of hours and "reasonable" timeframe
and other associated costs to provide services.
4. Describe assumptions regarding supporting tasks and services that need to be performed
by ACS and Weld County Environmental Laboratory personnel.
The payment schedule is based on the delivery and acceptance of each Deliverable for your
lab. Additionally, reasonable and actual Travel/Living expenses will be invoiced for all onsite
activities; the client is free to book travel and lodging arrangements for Informatics
Innovations staff once dates for the onsite visit have been agreed upon and then to be
invoiced for actual Living Expenses. All fees are in US$.
LIMS License Fees Hours Fee
Deliverable—LABLynx ELab LIMS-Standard Edition installed on 1 NA $17,500
Server with 5 Concurrent User and one day of installation support
Additional concurrent users for ELab Standard Edition @$3,150 per NA TBD
Total Licensing and Software Fees $17,500
LIMS Implementation and Configuration Services Hours Fee
Deliverable— Kick off meeting, project planning, scoping, scheduling 32 $4,800
(plus travel and living)
Deliverable—Configuration, Implementation and Set-up of LIMS 56 $8,400
Deliverable—Configuration, Implementation and Set-up of PIMS 24 $3,600
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Deliverable—Final Installation and Set-up Assistance 24 $3,600
Deliverable—Onsite Training (plus travel and living) 32 $4,800
Deliverable—Startup Assistance 16 $2,400
Total Professional Services Fees $27,600
Annual Maintenance and Support Services Hours Fee
Deliverable- End User Silver level Maintenance Agreement @
$525 per concurrent user per year. For 5 users and up to 15 NA $2,625/yr
incidents per year
Deliverable—Additional Support Incidents per 5pack @ NA $TBD
$1,000/each
Total Maintenance and Support Fees $2,6251yr
Additional Products and Services Hours Fee
Instrument Interfaces at$1200 each—2 instruments -- $2,400
System interfaces per RFP (PM/EMR and Banner Financial) 40 $6,000
Standard report configuration @ $1,200 each for 5 reports based NA $6,000
upon RFP
ELab LIMS Customer Web Access Module (unlimited number of NA $12,500
users) includes installation and configuration
Data Migration from current LIMS Access Database 40 $6,000
Total Additional Products and Services Fees NA $32,900
Total Fees
Total license, implementation, training, configuration fees $78,000
Total annual support and maintenance fee $2,625
Year One Total
•
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Appendix A— Addendums
This proposal defines the project scope, deliverables, implementation schedule, management
methodology and payment schedule. In addition to this response to the RFP we have
induded a Sale Authorization, an End User License agreement(EULA), an End User
Maintenance Agreement(EUMA)and an End User Sales Agreement(EUSA).
Informatics Innovations is prepared to work with Weld County using their standard contract
agreement and to complete the security questionnaire that is induded in the RFP.
The proposal is complete as shown above and with all appendices.
Any additions, deletions or modifications will be listed here as they are approved. Additional
work is available with completion of a scope document and the appropriate approvals from
your staff. Revisions, additions or subtractions to the response to RFP are noted on the
Revision History portion at the front of the proposal, and the original version of text is shown
here in the Appendix along with the revised text.
1 l
� 1
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Appendix B - References
GEORGIA DEPARTMENT OF AGRICULTURE
•
°v1p�
fir o«'
Organization
Georgia Dept of Agriculture
Seed Laboratory
3150 Hwy.41 South,
Tifton,Georgia 31793
Contact
Mark McMillan,Agriculture Manager II
229-391-2556
mmcmillan@agr.state.ga.us
Number of Users
20/Unlimited
Performance Period
(2000—Present)
Project Information
The system allows the lab to track samples received from internal inspectors,
other government entities,and private and public customers. The lab tests
samples for Noxious Weed limits,purity,etc.,against State Regulations. The
system produces the State-required reports and product labels for the
manufacturers.The system was configured to handle hundreds of samples
received daily prior to peak growing seasons.Speed and efficiency are very
important for the lab to approve the producer's samples,ensuring they get to the
market in time for planting season.
Samples arrive into each laboratory from several different sources. They may be
submitted to the lab from a variety of sources including inspectors,farmers,
dealers,and shellers. Upon arrival into the GDA offices,samples are classified as
Official,Service,or Classified. Next,the samples are placed into labeled
envelopes and transferred to the analysts in the laboratory. The analysts then
weigh out portions of the sample in order to conduct seed testing. Samples are
most commonly subjected to purity and germination tests in the lab,although
other tests may be assigned. Once the results of the tests are known,GDA
compares the results to regulatory rules and re-analyzes any samples that may not
comply. After a confirmation analysis,the sample is reported to the submitter
(certification and service samples)or the Dealer(official samples)via a final
report. Once reported,the sample is placed in storage for a minimum of 180
days. After 180 days,GDA may dispose of the sample if there is no chance of
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litigation.All of these stages are supported by the LIMS,including tracking of
storage time.
Calculations are handled both in the background via a Microsoft Excel template
designed by the State,and by the LABLynx formula writer,along with other
functions inherent to the system. The system is also enabled with barcode
scanning and multiple reporting features.
Customer Profile
The Georgia Department of Agriculture(GDA)Seed Division is responsible for
enforcing Georgia Seed Regulations,licensing of Georgia seed dealers,
conducting seed arbitrations,and operating the state seed quality laboratories in
Atlanta and Tifton,Ga.
System Profile
The GDA Seed Division was running an old LIMS written in Clipper and MS
Access to report data for their samples. They needed to modernize their LIMS
system by adding more functionality and modernizing the technology being used.
This would also allow them to keep the data and reporting in one system.
LABLynx provided the GDA with a single solution that provided them the ability
to track the submitters,samples and testing data in one system and report those
data from one system.The new system also allows them to check the seed
tolerances and regulatory limits for the label claims without having to put the data
in other applications or do it manually.
Data Migration
In the initial project,LABLynx migrated in the inspectors,farmers,dealers,and shellers in order to require the
manual entry of all of these sample submitters.In 2005,GDA changed from an Oracle-based operation to MS
SQL Server.This required the migration of all of the data from their LABLynx Oracle database to the latest
version of our SQL application.
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Organization
Michigan Department of Agriculture
Laboratory Division,
1615 S.Harrison Rd
East Lansing,MI 48823
Contact
Steve Reh
517-337-5067
REHHS g niichigan,gov
Number of Users
30/Unlimited
Performance Period
(2003—Present)
Project Information.
The Michigan Department of Agriculture is using the ELab LIMS application to
manage their establishment information,Sample login,Data Entry,Reporting,Etc,
for each of the r disciplines(Feed,Seed,Pesticides,Pesticide Data Program(PDP),
Equine Drug Testing,Animal Industry,Food,etc.).The system has been
implemented in stages,so that few of the disciplines were brought online together.
The system allows the lab to track samples received from internal inspectors,other
government entities,private and public customers,along with its many other
functions.
Customer Profile
The Michigan State Department of Agriculture,like most agriculture
departments,fulfills a wide variety of roles,and so requires a LIMS that is very
flexible and versatile.These,of course,are core strengths of the ELab suite.The
system interfaces with applications for the divisions that the lab supports.For
example,the Fuel division emails text files from the samples that were collected
by the inspectors,and logs in those samples with the click of a button.The COPY
function on the Sample Login screen allows the Animal Industry lab to login
hundred of market samples received from veterinarians who have tested herds
and slaughterhouses.
The Administrative Services section's primary function is to provide high-quality
administrative support services in a timely manner to its customers.Receiving
Room staff receives most of the samples that are sent to the lab.The section
provides communication and sample login so that the samples flow smoothly
between the inspection division,external customers and the laboratory.When
samples are received,it is necessary that they be registered into our databases.All
samples are received with State/Federal forms. Samples are delivered by clients
or arrive through the mail and UPS.Each testing area has its own system of
worksheets.
The Quality Assurance Unit oversees the quality systems in the laboratory.The
purpose of the quality assurance program is to ensure that the laboratory systems
produce data that meet certain criteria.The unit also evaluates the laboratories'
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quality systems and conducts internal audits.The quality systems include quality
accreditation programs,QC check programs,audit trail tracking and corrective
and preventative actions.
The analyses performed in the Animal Disease Surveillance laboratory section
are in response to a regulated function of the State for fee-for-service samples
received from private veterinarians. The samples are mostly serum collected
from live or slaughtered animals. Some of the surveillance programs are
conducted in conjunction with federal programs. Approximately 2500
Brucellosis samples are obtained from slaughter houses and up to 5,000 serum
samples for various other animal diseases are received from veterinarians per
week.
Tests for communicable diseases in cows,horses,and swine are performed.
These diseases include Brucellosis,Bluetongue,Anaplasmosis,Equine Infectious
Anemia,Pseudorabies,and Johne's disease. Also,they test samples of bird blood
and mosquito pools for EEE and SLE.
The Equine Drug Testing laboratory may receive blood and urine samples
collected from Michigan racehorses under strict chain of custody guidelines.
Samples are also received from county fairs,livestock shows and competitions.
This section of the laboratory performs tests on about 10,000 blood and urine
samples and about another 12,000"Total CO2 only"samples annually and is
A2LA accredited.
Sample cases with a 20-sample container capacity are provided to each racetrack
or show by the laboratory.Each numbered case goes out unlocked.The courier
has the key and locks the case once the collected sample containers are placed
inside the case.
The Food,Feed&Fertilizer Section tests animal feed,forage,fertilizer,soil
amendments,dairy products,smoked fish,comminuted meat and bottled water
for various constituents specified under state and federal law. They also serve as
a forensic testing resource for state and local law enforcement in food tampering
cases. In addition,the section tests liquor samples for standards of identity and
complaint samples for alcohol content under a contract with the Michigan Liquor
Control Commission.
The section uses a variety of wet chemistry and instrumental methods including
combustion analyzers,ELISA,Near-Infra Red Spectroscopy,UV-Vis
spectrophotometry,fluorometry,conductivity,osmometry,gravimetry,
volumetric titration,potentiometric titration,pH and ion selective electrode
analysis,ICP-OES, HPLC(using refractive index,UV-Vis,conductivity,
fluorescence,photo-diode array detectors on a Waters Millennium/Empower
software system). In addition,they perform limited microscopic examinations.
The analytes tested include proximate analysis(moisture,crude fiber,acid
detergent fiber,neutral fiber,crude fat,crude protein,ash),micro-nutrients and
heavy metals,animal drugs at formulation and residue levels,mycotoxins,
inorganic and organic toxins,anions and cations,vitamins,carbohydrates,
preservatives,colors,extenders,binders,gums,organic acids,alcohols, added
water and extraneous materials. Many routine tests are performed on a screening
basis followed by confirmatory test methods when screened samples don't meet
requirements.
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The Microbiology section tests food,meat,beverages and water for
microbiological safety and wholesomeness of food products.This includes
participating in all United States Department of Agriculture(USDA)and Food
and Drug Administration(FDA)certification and check sample programs.This
section analyzes Grade"A"milk products and other non-Grade"A"products;
dairy plant environmental swabs,as required by the FDA;it tests food products
for bacteria which can indicate production plant sanitation problems,food
handling or temperature abuse occurrences;it tests suspect foods and beverages
for pathogens,which can seriously impair the health of consumers;it participates
in the EPA Antimicrobial Program testing efficacy of sanitizers;and it
participates in the USDA Microbiological Data Program testing fruits and
vegetables for specific microbes.
The foods being analyzed for pathogens may be part of a MDA Food and Dairy
Inspection survey;an EPA or USDA cooperative agreement survey;or a food-
borne illness-implicated food sample from the home,obtained by the Michigan
Department of Community Health(MDCH)or obtained by MDA inspectors as
part of a food borne investigation.These samples may be either official or
unofficial in nature.It also tests environmental swabs in response to surveys and
other food-borne illness or recall.
The food&dairy industry is highly regulated by the FDA.Analyses performed
for regulatory samples in this section must follow FDA procedures,utilize FDA
sample forms for submission and reporting,and submit to a procedural and paper
audit.The FDA performs an on-site inspection every three years and the
Microbiology section participates in proficiency studies on an annual basis.
Monitoring samples are pre-scheduled requisite samples directed by any
regulatory agency.Inspectors obtain these samples and the associated sample
information.The laboratory receives and analyzes the samples.
The Motor Fuel Quality(MFQ)Section has inspectors who collect regulatory,
monitoring,and customer complaint gasoline samples from sites throughout the
state. Monitoring samples are pre-scheduled samples directed by the Consumer
Protection section of the Laboratory Division.
While collecting the sample at the site,inspectors also collect site-and sample-
specific information.This information is e-mailed to the laboratory ahead of the
sample.
All samples are tested with a full test suite for octane,water,oxygenates,
distillation properties,vapor pressure,and others. Most of these tests follow
ASTM protocols. Samples are retained for two to three weeks if they pass and
longer if they are presumptive violations.
MFQ currently sends results to inspectors electronically.Hardcopy is required if
a violation occurs,however the majority of reports are non-violation. Because of
the potential litigious nature of non-compliance,these samples require chain-of-
custody and audit trails.
The PDP Section works within the framework of the USDA cooperative
agreement with nine other state laboratories,to monitor low-level pesticide
residues on certain agricultural commodities. The program is a statistically-based
risk assessment information effort run by the USDA Agricultural Marketing
Service.The section provides random sampling and analysis of produce,and also
analyzes samples submitted from other states in the program. Analysis is governed
by GLP,International Standards Organization(ISO)17025,and Food ALACC
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standards.Requirements include low-level detection limits,standard program
linearities,and a common reporting format.Quality Control requirements are
strictly defined within the system.An Access interface was created to interface with
the USDA data collection application for the PDP program.
The Pesticide and Environment Section(P&E)analyzes a variety of matrices for
any and all pesticides.The analyses performed in this laboratory section are in
response to State and/or Federal regulations,or for monitoring purposes.The
most common matrices are soil,foliage,water,produce,dairy,swabs,air,
formulations,and antimicrobial products.
There are seven main programs for the Pesticide and Environment lab:
1. Use Investigation:Samples taken by PPPMD in response to complaints of
overspray and drift.These samples are tracked by a Use Investigation
Number(UI#).
2. Formulations:Samples taken by PPPMD during Pesticide Establishment
Inspections(PEI)or Marketplace Inspection(MPI)for label guarantee.
(Verify that the sample contains the active ingredients in the amount the label
claims).These samples are tracked by their PEI or MPI#.
3. (3)Antimicrobial:These samples are disinfectant products used by hospitals
and homes.This program is administered by the US EPA.Samples are
analyzed to verify that the label contains the products and concentration that
are being claimed.
4. Food Safety:Produce samples are received from PPPMD and are tested for
pesticide residues.
5. Groundwater:Samples are received from ESD.They are analyzed for
pesticides that are known to leach through the ground and into the
groundwater.About 300 samples are analyzed per year.These samples are
tracked by a G#.
6. Food and Dairy:The Food and Dairy Division of the MDA sends about 24
dairy samples per year to be analyzed for pesticides.In addition,on a
complaint or need basis,meat,fish,honey or other food products are analyzed
for pesticides or other toxic substances.
7. Worker Protection:Samples of farm workers'clothing,face washes,and hand
rinse are sampled by PPPMD shortly after the workers leave the field for the
pesticides that are known to be present in the field.
System Profile
All of the testing and administrative functions for MDA were handled on paper
and were very labor-intensive.In addition,there was no connection between the
different sections of the lab.In addition,each section had its own Excel or Access
system for tracking and reporting their data.There were also a number of Word
templates used for different data and management reports.
The LABLynx solution allowed MDA to use one application and configure the
receiving/accessioning screens for each section without customization.The
system allowed for the users of each section to only see the work from their area
and not the samples,tests,results,etc from the other divisions.
Administrative personnel are now able to perform their invoicing functions and
management reports from the LABLynx ELab LIMS solution instead of
manually combing through papers and multiple electronic files to produce them.
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The system allows everyone to easily track samples for the different groups
through one system.
MDA have been able to configure and customize their own reports using our
iStudio tool.
Integration
• HP GC 5890 • Antek Sulfur Analyzer
• • Grabner Mini VP • HP GC FID
• ISL AD86 • Perkin Elmer Liquid Chrome
Configurations&Customizations
There were a number of reports created for MDA.These include official
certificates of analysis,worksheets,management reports and financial reports.
An import routine was developed for the Motor Fuel Quality section that allowed
the MFQ Division to email a text file from their Facility application with the
inspection information for the samples that are to be delivered the next day. The
system parses those data and creates the samples automatically,assigning the
tests and inserting the parsed data.This eliminates the need for manual receiving
of samples.
Client Benefits From the Project
• A tremendous amount of time savings and cohesiveness was achieved by the
MDA by implementing the LABLynx ELab solution
• Ability to create new reports and modify existing ones
• Better QC Tracking
• Easier data retrieval for management reports
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�.., Sew r District
Name of organization
Northeast Ohio Regional Sewer District
Address
Northeast Ohio Regional Sewer District
4747 East 49th St
Cuyahoga Heights,OH 44125
Contact name.Phone number and e-mail address
Mark Citriglia
(216)641-6000
CitrigliaMigneorsd.org
Number of personnel served by the installation
20-50 Concurrent/Unlimited License
NEO has 162 users total for both LIMS and PIMS
Contract date
2003—Present.
Dollar value of the contract
Overall LIMS/PIMS=x446,375,including LIMS License($100,000).
Go-live date
LIMS live July 2003
Project Information
This project was the largest implementation of the ELab LIMS suite to date,and
also included a PIMS module custom built but with an eye to Water/Wastewater
customers in general.The PIMS module is discussed in more depth in that
reference.
NEO's existing LIMS was in danger of imminent failure,so the effective
implementation of a robust and capable LIMS needed to be accomplished in as
short a time as possible.Added to this challenge was the fact that the system
needed to fully integrate with the pretreatment side of the house,with a module
that as yet had not been built.
NEO implemented LABLynx ELab LIMS version 5.0.00,making them the first
to use the page engine.The District has since upgraded and now runs Version
6.07 of the application.They have an unlimited user license on an ORACLE
database for the LABLynx LIMS and PIMS.
To meet requirements of NEO,LABLynx developed a custom warehousing
routine,mimicking their warehousing structure.We also made many significant
changes to the Data Entry and Batching areas of ELab,which improved speed of
operations and application performance.
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1 Many of these were scripted COTS modifications,but also included creation of
additional screens configured using the application.They have also had
Developer training for creating new reports and screens in the system with the
iStudio tool.
During the Go Live phase of the implementation,Senior Developer and
Implementation Engineer Ian MacDonald spent 4-6 weeks onsite to take care of
any issues and ensure successful deployment.Activities during that period
included primarily modifications to reports as data were generated and
calculations,etc.tested.
The laboratory supports the District's four wastewater treatment plants and
special projects,and so performs EPA,SM and ASTM tests on samples
scheduled and logged in by the ELab system.COCs and Labels are printed each
day at multiple intervals for the samplers to pull their samples and get ready for
future sampling events.The Lab has a number of instruments that are interfaced
to download data to the system and are adding new instruments and updating
software for those instruments.
Instrument Interfaces
ELab interfaces with 110 instruments at NEO,52 in the Water Quality Division
and 58 in the Analytical Services Division,for data and/or maintenance tracking
&scheduling,including:
• YSI Water Quality Meters • Skalar Photometer 6250
• Teledyne ISCO Samplers • Gast Pump
• Telog pH Datalogger ♦ Lachat Pump RP100
• YSI Data Sonde • Minipuls 2 Pump
• Oxford Autopipettor • Petec Pump
• Fisher Autopipettor • Horizon Tech Solvent Recovery System
• Lachat Autosampler ASX-400 ♦ Horizon Tech Spe-Dex 4790
• Lachat Autosampler ASX-500 • Spe-Dex Controller
• Cetac Tech Autosampler 0510 • Beckman Spec DU520
• Mettler Balance AT200 • Hach Spec 45600
• Mettler Balance PM3000 • Hach Spech M45600-00
• Skalar Digester Block AD40 • Milton Roy Spectronic 1201
• CEM Digester Microwave 901670 • Hach Spectrophotometer DR2500
• Lachat Diluter Dual Resolution • Horizon Tech Speed Vap II 9000
• Orion pH Meter 900A • Symbol Scanner
• Fisher pH/Conductivity Meter 50 • Skalar Temp.ControllerTKN AD420
• Fisher pH Meter AR20 • Barnstead International Thermometer
• Fisher pH Meter Accumet AR25 • Scientific,Inc.Turbidimeter Micro 100
• Orion pH Meter 770A • Horizon Tech Vac Generator
Customer Profile
The District is responsible for wastewater treatment facilities and interceptor
sewers in the greater Cleveland Metropolitan Area.This service area
encompasses the City of Cleveland and all or portions of 59 suburban
municipalities in Cuyahoga,Summit and Lorain Counties and includes a
diversified group of manufacturing and processing industries.
Wastewater Treatment Plants(WWTPs)-The District owns and operates
three major wastewater treatment plants:Easterly,Southerly and Westerly.
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Through the operation of these plants,the District minimizes the amount of
pollution entering Lake Erie and the Cuyahoga River.
Interceptor Sewers-The District is also responsible for a variety of related
wastewater treatment infrastructure and projects,designed to provide wastewater
conveyance from the local sewers to the treatment plants.The District maintains
over two hundred miles of large interceptor sewers.
Combined Sewer Overflow Control-The City of Cleveland and some nearby
suburbs have combined sewers,in which one pipe conveys both storm water and
sanitary sewage.The District maintains combined sewer overflows throughout
the Greater Cleveland area.
Industrial Waste Control-The District conducts investigations to identify
pollutants within the sewage collection system that have the potential to be
reduced through pollution prevention and works with industrial customers to
achieve pollution prevention goals.
Other Areas-Other District activities include watershed protection and planning
-working with local communities to ensure that small streams and tributaries are
properly maintained.
System Profile
Currently NEO is running version 6.07 of the LABLynx ELab LIMS suite on an
Oracle database platform,using Windows as their operating system.They have
been the first to deploy the system fully in a way that recognizes and utilizes the
versatility and functionality of the LABLynx ELab LIMS suite,and enjoy
successful operations.
A look at the number of samples and results per year confirms that ELab has
indeed enabled NEO to significantly increase their productivity:
Samples Complete per Year
2003 11,280
2004 46,054
2005 54,542
2006 46,172(to Oct)
Results Complete per Year
2003 171,829
2004 1,070,511
2005 1,233,162
2006 836,385(to Oct)
Customizations(at Go Livel
These consisted primarily of modifications to reports,including some quite
complicated calculations,and involving interfacing with Excel.Chief among
these were COC,Certificates of Analysis and Surcharge reports.
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Configurations&Customizations(which were rjained as Dart of the COTS)
Reports which are common in a Water/Wastewater and/or Environmental
laboratory were added to the COTS LIMS/PIMS,including those listed above.
These include complex calculations aimed at identifying violations and producing
the appropriate subsequent actions.
Client Benefits From the Project
• Ability to grow the system and add new functionality as the need arose
• Streamline their reporting and report delivery functions
• Significant increase in productivity
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Northeast Ohio regional sewer district-P/A/S
wwr. r. k
vw.w
SE�w('r D,str ►i t
Name of organization
Northeast Ohio Regional Sewer District
Address
Northeast Ohio Regional Sewer District
4747 East 49th St.
Cuyahoga Heights,OH 44125
Contact name.Phone number and e-mail address
Scott Broski
(216)641-6000
Droskiseneorsd•ors
Number of tunnel served by the installation
5-6 Concurrent/Unlimited License
NEO has 162 users total for both LIMS and PIMS
Contract date
2004—Present.
Dollar value of the contract
Overall LIMS/PIMS=$446,375,incl.PIMS License($75,000)
Go-live date
PIMS live Feb 2005
Project Information
Having replaced the aging LIMS for NEO,LABLynx were asked to implement a
pretreatment module to work seamlessly with the LIMS.LABLynx custom-built
the PIMS module according to the needs of NEO,but cognizant of the fact that
the module would be added to the COTS ELab LIMS suite.Thus,like all of
LABLynx'products,it was delivered with a great degree of specific
functionality,but highly configurable.Most Water/Wastewater laboratories
conduct business in more or less the same fashion,with much the same
compliance,violation and surcharge concerns.Sampling procedures,instruments
and tests are generally similar,and so the ELAB PIMS module was able to be
constructed as a valuable product for the entire Water/Wastewater Laboratory
industry—tailored to the specific needs of the Northeast Ohio Regional Sewer
District,Environmental Water Quality Division as its template,yet further user-
configurable to fulfill the needs of any Water/Wastewater Laboratory with
minimal configuration.
Instrument_lnterfacs
ELab interfaces with 110 instruments at NEO,52 in the Water Quality Division
and 58 in the Analytical Services Division,for data and/or maintenance tracking
&scheduling,including:
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• YSI Water Quality Meters • Skalar Photometer 6250
• Teledyne ISCO Samplers • Gast Pump
• Telog pH Datalogger • Lachat Pump RP100
• YSI Data Sonde • Minipuls 2 Pump
• Oxford Autopipettor ♦ Petec Pump
• Fisher Autopipettor • Horizon Tech Solvent Recovery System
• Lachat Autosampler ASX-400 • Horizon Tech Spe-Dex 4790
• Lachat Autosampler ASX-500 • Spe-Dex Controller
• Cetac Tech Autosampler 0510 • Beckman Spec DU520
• Mettler Balance AT200 • Hach Spec 45600
• Mettler Balance PM3000 • Hach Spech M45600-00
• Skalar Digester Block AD40 • Milton Roy Spectronic 1201
• CEM Digester Microwave 901670 • Hach Spectrophotometer DR2500
• Lachat Diluter Dual Resolution • Horizon Tech Speed Vap II 9000
• Orion pH Meter 900A • Symbol Scanner
• Fisher pH/Conductivity Meter 50 • Skalar Temp.ControllerTKN AD420
• Fisher pH Meter AR20 • Barnstead International Thermometer
• Fisher pH Meter Accumet AR25 • Scientific,Inc.Turbidimeter Micro 100
• Orion pH Meter 770A • Horizon Tech Vac Generator
Customer Profile
NEO process an average of about 50,000 samples per year overall,with an
average of over a million results.The pretreatment section is charged with
inspection monitoring,compliance,etc.,tracking local and federal limits and
issuing violations based on those limits.The PIMS module must work closely
with the LIMS and integrate well with the overall administrative framework,
including the generation of violation charges.
System Profile
The Pretreatment section works closely with the lab.The scheduled Industrial
User sampling events functionality in ELab allows the lab to know what is
coming in ahead of time.The Pretreatment group manages over 1500
pretreatment customers'District Permits,SMRs„Inspections,Documents,
Violations,SNC's,etc through the ELab PIMS module.Automated functions
have been created for the Pretreatment group such as automatic login,data entry
and approval of the SMR data sent by the Industrial User through an Excel
interface developed by LABLynx.
A great boon to NEO generally was the ability of ELab to define sampling routes
that were standard and regularly occurring.Whereas previously the analysts had
to manually enter each sample from each sample point in each route,along with
its associated data,ELab enabled all samples from a specific route to be entered
automatically,along with their associated information,and be received and
appear on the appropriate analysts'worklists for processing with a minimum of
effort.The route samples were scheduled using ELab's Scheduler tool,according
to their particular occurrences,and grouped according to the route—which also
contained location and other relevant associated data.Defined routes were
assigned paths,which included tests and designated analyst(s).
The system is able to identify violations,which may be a function of several
parameters and/or calculations,including time of year,and the samples that are
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scheduled for those varying criteria.Charges associated with those violations are
generated according to specific formulas,and
Customizations(at Go Live)
Surcharge Report calculations.
Configurations&Customizations(which were retained as part of the COTS)
The custom-built PIMS module was retained in its entirety,and along with some
modifications,is part of the ELab LIMS suite today. Also,the addition of
definable routes for sample collection and streamlined data entry has been
retained as a useful component of the COTS ELab application.
Client Benefits From the Project
• Ability to grow the system and add new functionality as the need arose
• Streamline their reporting and report delivery functions
• Greatly increase productivity,especially as regards regular batches
• Automated,integrated compliance
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Appendix C — EUMA, EULA, EUSA
II-SOW-07 Confldensal Material 29
END-USER MAINTENANCE AGREEMENT(EUMA) FOR
INFORMATICS INNOVATIONS LLC SOFTWARE
1.introduction
This Agreement(EUMA)is intended to be supplementary to the LABLynx End User License Agreement(EULA)between Informatics
Innovations and End User.The terms and conditions of the EULA and all amendments thereto are hereby acknowledged and
reaffirmed.All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the ELBA.
2. Maintienancq
a.Updates: During the Initial or Renewal Maintenance Term(s),Informatics Innovations will furnish all enhancements,upgrades
or releases of the Licensed Software(hereinafter"Updates"),and related information and documentation. Updates are released,
at the discretion of Informatics Innovations,to provide new features and enhancements to the Licensed Software.Updates are
also released,as needed to correct any significant Software Functionality Related Issues.
b.Maintenance Support: During the Initial Maintenance Term and any Renewal Maintenance Term(s),Informatics Innovations
shall provide the Maintenance Support set forth in this section to End User for recurring failure of the Software to perform in
conformity with the specifications set forth in the Validation Plan(hereinafter"Software Functionality Related Issues").The
Maintenance Support Services to be provided by Informatics innovations pursuant to this EUMA are as follows:
I. Help Desk: Informatics Innovations will provide End User with reasonable help desk assistance during the Support
Hours regarding the identification,diagnosis and correction of Software Functionality Related Issues.Informatics
innovations will attempt to resolve any Maintenance Support questions posed by End User.If Informatics Innovations
determines and End User agrees that it would be appropriate to do so,Informatics Innovations may defer resolution of a
Maintenance Support question until a later time. At its discretion,and with the consent of End User,Informatics
Innovations may provide End User with help desk assistance during times other than the Support Hours.
II. Home Page: Informatics Innovations will provide End User with access to Maintenance Support information via
Informatics Innovations web site at manikraponsarni
c.Support Hours: The Support Hours are as follows: Monday through Friday,8:00 a.m.through 5:00 p.m.(Eastern Time),
exduding the informatics Innovations LLC holidays as defined each December. The most recent Informatics Innovations holiday
schedule is available under the Support section of the informatics Innovations web site www.infovations.com.
d. Maintenance Support Procedure
I. Notification: To obtain Maintenance Support for Software Functionality Related Issues, End User must notify
Informatics Innovations immediately of any suspected Software Functionality Related Issue and must provide Informatics
Innovations with reasonable detail of the nature of and circumstances surrounding the issue. Software Functionality
} Related Issue is an issue related to the parameters addressed by the Validation Test.
End User agrees that all Maintenance Support calls will be called in to the Informatics Innovations telephone number
678 488 7873 or sent by e-mail to smogliffinflarations&gm.
Ii. Remote Diagnostics: Informatics Innovations may perform remote diagnostics to determine the existence and nature
of a Software Functionality Related Issue.
iii. Software Functionality Related Issues Corrections: Informatics Innovations will make reasonable efforts to correct
any Software Functionality Related Issues that End User reports to Informatics Innovations. End User will promptly
provide Informatics Innovations with all information requested by Informatics Innovations to reproduce such issues.
Informatics Innovations will provide End User with a specific action plan for addressing the Issue,including a good faith
estimate of the time required to correct and resolve such Issue.
If Informatics Innovations reasonably believes that a problem reported by End User may not be due to a Software
Functionality Related Issue,Informatics Innovations will so notify End User. At that time,End User may: (a)informatics
Innovations to proceed with problem determination at its possible expense;or(b)instruct Informatics Innovations that
End User does not wish the problem pursued at its possible expense.
If End User requests that Informatics Innovations proceed with problem determination at Its possible expense and
Informatics Innovations reasonably determines that the issue was not due to a Software Functionality Related Issue,
Informatics Innovations shall immediately stop further work and so Inform End User,and End User shall pay Informatics
Innovations,at Informatics Innovations'then-current Support Services rates,for all work performed in connection with
such determination,plus expenses incurred in accordance with Informatics Innovations expense policies.
iv. Remote Correction: Informatics Innovations may perform any Software Functionality Related Issues correction work
via remote telecommunications.If such remote support is unavailable,in Informatics Innovations'opinion,to
satisfactorily resolve the confirmed error,Informatics Innovations shall provide such Maintenance Support at End User's
premises.All expenses incurred for on site Maintenance Support shall be reimbursable by End User in accordance with
End User's expense policies. No on site work will be performed by Informatics Innovations without written authorization
by End User.
v. Response Times: Informatics Innovations will use reasonable commercial efforts to communicate with End User,by
telephone or e-mail,regarding the Software Functionality Related Issues that End User reports to Informatics
Innovations during the Support Hours.During Support Hours,Informatics Innovations will respond within four(4)hours
of notification. After Support Hours and on weekends,Informatics Innovations will respond to a notification within four
(4)hours on the following business day. For purposes of this EUMA,a"response"means Informatics Innovations
acknowledgment of a problem,and does not necessarily mean that a resolution will be achieved.
vi. Limitations on Informatics Innovations'Maintenance Support Obligations: Notwithstanding anything to the
contrary elsewhere in this EUMA,Informatics Innovations will have no obligation to provide any Maintenance Support to
End User if:
• Such Maintenance Support relates to or involves any products,data,features,devices or equipment not provided by
Informatics Innovations;
• End Use or a third party has altered or modified any portion of the Licensed Software any manner without the prior
written consent of Informatics Innovations;
Document ID:IPEUMA-00 0305 Page 1 of 2
• End User has not installed or used the Licensed Software in accordance with instructions provided by Informatics
Innovations;
• End User has failed to replace earlier versions of the Licensed Software with"Updates"provided to End User;
• A party other than Informatics Innovations(or a party authorized by Informatics Innovations)has serviced the Licensed
Software and the Licensed Software no longer conforms to its specifications;or
• End User is not in full compliance with the other terms of this EUMA,the terms of the EULA,or any other agreement
between Informatics Innovations and End User.
• Informatics Innovations'Maintenance Support obligations under this EUMA shall not include hardware,electrical work,
telephone line work,interconnection work,or the installation or repair of accessories,alterations,parts or devices.
e.Charges and Term
i. Maintenance Fee: In consideration for the Updates and Maintenance Support, End User shall pay Informatics
Innovations an annual Maintenance Fee.End User shall pay Informatics Innovations the Maintenance Fee on or before
the first day following the completion of the Initial Term.
H. Initial Maintenance Term: One(1)Year following the Validation Date.
iii. Renewal Maintenance Term: Available in One(1)Year increments following the completion of the Initial Term.
3. Ooerator Support Services
a.Operator Support: Informatics Innovations shall use its best efforts to provide prompt response in cases where End User's
Support contact requires assistance in using the Licensed Software,or assistance regarding installation,implementation and
operation of the Licensed Software on various operating systems and In various network environments.During Support Hours,
Informatics Innovations will respond within four(4)hours of notification. After Support Hours and on weekends,Informatics
Innovations will respond to a notification within four(4)hours on the following business day.
b.Support Hours: The Support Hours are as follows: Monday through Friday,8:00 a.m.through 5:00 p.m. (Eastern Time),
excluding the Informatics Innovations Inc. holidays as defined each December. The most recent Informatics Innovations holiday
schedule is available under the Support section of the Informatics Innovations web site,www.infovations.com.
c.Notification: End User agrees that all Operator Support calls will be called in to the Informatics Innovations telephone number
678 488 7873 or sent by e-mail to
d.Charges and Term:Operator Support Rate: Operator Support Services are billed as per the Terms and Conditions of the
Statement of Work.
4.professional Services Support
a.Professional Services: Informatics Innovations may provide End User with Professional Services for the Licensed Software,
provided that End User pays Informatics Innovations for such services at Informatics Innovations'then current Professional
Services rate. These Professional Services may include,but are not limited to:
• Configuration Data Mapping
Customization Instrument Interfacing
Custom Development System Testing and Validation
Custom Report Development Training
Consulting
b.Support Hours: The Support Hours are as follows: Monday through Friday,8:00 a.m.through 5:00 p.m. (Eastern Time),
excluding the Informatics Innovations LLC holidays as defined each December. The most recent Informatics Innovations holiday
schedule is available under the Support section of the Informatics Innovations web site,
c.Notification: End User agrees that all Professional Services Support calls will be called in to the Informatics Innovations
telephone number 678 488 7873 or sent by e-mail to 6unoortOInfovations.com.
d.Charges and Term:
Professional Services Support Rate: Professional Services Support is billed as per the Terms and Conditions of the Statement of
Work.
5.Zadlissrilidisstien
End User shall designate one employee and one alternate as its Support Contacts to be generally available during the Support
Hours to confer with Informatics Innovations regarding Software Functionality Related Issues and other Support related issues.
End User shall notify Informatics Innovations immediately of any changes in tine persons designated as Support Contacts.
Informatics Innovations will provide Support only to End User's Support Contacts.
5.Iermination
Informatics Innovations may terminate this EUMA(a)immediately upon breach of this EUMA by End User,which breach remains
uncured fifteen(15)days after written notice thereof from Informatics Innovations:or(b)upon no less than ninety(90)days prior
written notice to End User. Notwithstanding anything to the contrary herein,this EUMA shall automatically terminate upon
termination of the EULA.
7.lealdliAllESIMISIS
End User acknowledges that he has read this EUMA understands it,and agrees to be bound by its terms and conditions; End User
further agrees that it is the complete and exclusive statement of the agreement between End User and Informatics Innovations
which supersedes any document,prior agreement or license,oral or written,and any other communications relating to the subject
matter of this EUMA.All additions,amendments or modifications of this EUMA shall be binding upon the parties only if same are in
writing and executed by End User and Informatics Innovations.Any term or condition on a printed form which shall be sent to
Informatics Innovations from End User shall have no effect,and shall not modify,add to,or subtract from the obligations and
rights set forth herein. Neither Informatics Innovations nor End User is relying on,any warranties,representations or inducements
not set forth in this EUMA.
Document ID:s-EUMA-00 0305 Page 200
END-USER LICENSE AGREEMENT (EULA) FOR LABLYNX SOFTWARE
LABLynx grants to End User and End User accepts a non-exclusive license to use the Software with the following limitations
("License"):
;. Grant of License
a.The Software is licensed to the End User on a per server,per user basis. The Software License Certificate provided to the End
User by LABLynx,Inc.is for a single server and the License Certificate designates the number of licensed concurrent users. The
term"Server"means one Microsoft Windows Web Server where the Software executes and runs. Except as provided in Paragraph
5,End User may not copy the Software,except for backup purposes. The term"User"means a Login ID representing a named
user of the system. A User may log into as many sessions as needed but will only be counted towards the use of one License of
the LABLynx Software.
b.The Software may be used only by End User and only for End User's own benefit. End User may not use the Software to
provide commercial service bureau functions or to provide laboratory management data management services to third parties on
a commercial basis.
c.End User may not sublicense,rent,distribute,lease,or otherwise assign End User's rights in the Software,except as specified
herein. End User may not timeshare or rent the Software.
d.End User may not change,alter or modify the LABLynx Software,create derivative works,or translate,reverse assemble,
reverse compile,disassemble,or in any way reverse engineer the Software.
a.My updates or new versions,modules or add-ins received by End User from LABLynx or an authorized LABLynx Dealer,or any
additional copies licensed pursuant to the terms of this EULA,shall also become part of the Software and shall be governed by the
terms of this EULA.
f.All rights not expressly granted are reserved to LABLynx,including the right to sell or give licenses to use the Software to other
end-users.
g.End User may not export or re-export the software or any copy or adaptation in violation of any U.S. Export Administration
regulation or other applicable regulation.
h.End User may not publish the results of any Validation or tests run on the Software.
I.End User may not change or alter LABLynx's copyright notices or LABLynx's"LABLynx"trademark.
2. License Fee
a.End User agrees to pay to LABLynx a one-time fee("License Fee)for the License to use the Software.
b.An additional license fee is required if End User wishes to add additional servers or modules or users to this License. This
additional license fee may change from time to time and End User will be charged the then-current license fee at the time End
User requests the additional Licenses.
G Neither the License Fee nor any additional License fee includes rights to new versions,updates or upgrades,Installation of the
Software,the setting up,converting or inputting any of End User's data,or other products or support services available from
LABLynx.
3. piahts in Materials
a.End User acknowledges that the Software and any copies or derivatives thereof are the sole and exdusive property of LABLynx,
regardless of the form or media in which the original or copies may exist. End User further acknowledges that the Software,
induding,without limitation,the code,logic,structure of the Software,and the Documentation,constitute valuable trade secrets
belonging to LABLynx and that all information related to the nature and use of the Software is confidential. End User agrees to secure
and protect the Software in a manner consistent with the maintenance of LABLynx's rights in the Software as set forth in this EULA so
that LABLynx's rights in Software are not impaired in any way. By accepting this EULA and the License,End User does not become
the owner of the Software or any part thereof,but does have the right to use the Software as outlined and limited in this EULA.
b.The End User will be listed with the Software Source Code Escrow Agents of LABLynx,Inc. In the event that LABLynx,Inc.becomes
legally insolvent,bankrupt or otherwise terminates operation of its business,the End.User is permitted to receive the Source Code to
the version of the Software that the End User is running. The release of this Source Code does not represent any transfer of property
or license rights to the End User beyond what is stipulated in this EULA.
4. Copvriaht
The Software is copyrighted,and unauthorized copying of the Software,induding Software which has been modified or Included
with other software,or of any updates,modifications or new versions of the Software or of the Documentation,is expressly
forbidden. End User agrees not to transfer the Software in any form to any person without the prior written consent of LABLynx.
End User will use its best efforts and take all reasonable steps to protect the Software from unauthorized reproduction,publication,
disclosure or distribution.
i i 1
4 Y ,
Document ID: 111--EULA-05 0305 Page 1 of 3
5. Copies: Replacements and Alterations
End User agrees not to copy the Software received from LABLynx,including any updates,modifications or new versions of the
Software,in whole or in part,except under the following specific conditions:
a.Copies of the Software may be made for backup purposes,including but not limited to routine system backups,or when copying or
adaptation is an essential step In the authorized use of the Software with a backup computer or processor so long as the copies and
adaptations are used in no other manner and so long as use on the backup computer or processor is discontinued when the original or
a replacement computer or processor becomes operable.
b.Copies of the Software may be made in conjunction with storage of archival or historical data sets created by the Software(in
accordance with this Software License Agreement)so that the data within the data sets so created may be retrieved utilizing the
Software.
c.If additional copies of the Software are needed,End User may obtain them by paying the then-current license fee,as applicable,
for each additional copy.
d.If End User should damage the media on which the Software is recorded by accident,misuse,or otherwise,End User may
contact LABLynx and request replacement pursuant to LABLynx's then-current replacement policy and fee,if applicable. Under no
circumstances will LABLynx provide replacement media for other than its most current version,including all updates. If End User
is not using the most current version,an additional fee will be added to the replacement fee to provide for a migration pathway,if
possible,to the most current version.
e.The grant of the License specifically prohibits any changes or modifications to be made in,or derivatives produced from,the
Software. If End User should breath this term of this EULA,In addition to any other remedies LABLynx has available,It is hereby
agreed that LABLynx shall own the full rights to the changes,modification or derivatives and End User shall execute any necessary
documents to provide evidence of this ownership.
f.End User may install the Software on a Test Server and/or a Backup Server. Neither of these Servers may be used for
production purposes. They may only be used for testing new releases of the Software or configurations and customizations of the
software and for the purpose of allowing a Backup Server to be available in the event that the production server goes off-line.
Neither the Test Server nor Backup Server may be used as part of production while Users are working against the Production
Server.
6. Warranty
a.Limited Warranty.The warranty set forth in this Paragraph 6,and all subsections hereof,are exclusive and in lieu of all other
warranties or remedies. No LABLynx dealer,distributor,agent,or employee may make any modification or addition to this
warranty.
b.LABLynx warrants that the products are free from any and all software viruses and that services will be provided in a
professional and workmanlike manner LABLynx makes no other warranties express or implied induding but not limited to the
warranties of merchantability and fitness for a particular purpose. End User acknowledges that the products and services provided
by LABLynx are advisory only and no specific result is assured or guaranteed.
7.
See additional LABLynx End User Maintenance Agreement.
8.Limitations on Liability
End User assumes responsibility for the selection of the program to achieve End User's intended results,and for use and results
obtained from the program. Because software is inherently complex and may not be completely free of errors,End User is advised
to validate End User's work. End User agrees that It bears the risk of failure or inaccuracy in the performance of the Software.End
User acknowledges that End User's use of the Software to monitor and manage laboratory processes will be based on data
supplied by End User,which may prove to be inaccurate.
End User agrees that regardless of the form of any daim,LABLynx's liability for any damages shall be limited in all cases to the
amount paid for the materials and governed specifically by this EULA. End User expressly agrees that in no event shall LABLynx
be liable for any consequential,incidental or special damages arising from breath of warranty,breach of contract,negligence or
any other legal theory,whether in tort or contract,even if LABLynx has been advised of the likelihood of such damages occurring,
including without limitation damages from interruption of business,loss of profits or business opportunities,loss of use of
software,loss of data,cost of recreating data,cost of capital,cost of any substitute software,or losses caused by delay. LABLynx
shall not be responsible for any damages or expenses resulting from the modification,alteration or unauthorized use of the
Software or from the results obtained by End User from such use. Termination of this EULA shall not result in liability of LABLynx
to End User for damage,loss or expense,and End User expressly waives such claims. LABLynx's entire liability under this EULA
and End User's exclusive remedy as to the medium is as provided under the warranty as set forth in Paragraph 6.
9. Copyright Infringement
LABLynx shall,at its cost,defend or,at its sole option,settle any claim or suit brought against End User on the issue that the
Software infringes on a United States copyright,provided that End User(a)notifies LABLynx promptly in writing of any such claim
or suit; (b)gives LABLynx full information and assistance in setting and/or defending the suit; and(c)gives LABLynx full authority
and control of the defense and/or settlement of any such action.LABLynx shall not be liable for any costs or expenses incurred(a)
by End User without LABLynx's prior written aiuthorization; (b)for any claim based on the use or combination of the Software with
any other Software not provided by LABLynx; (c)for any daim based on End User's modification of the Software; or(d)from End
User's use of other than the most current available version of the Software.
Document ID: NI-EULA-0S 0305 Page 2 of 3
•
• i. If the Software becomes subject to a claim of infringement for which LABLynx may become liable,LABLynx may at its
option: (1)obtain for End User the right to continue using the Software; (2)replace or modify the Software to make it
non-infringing so long as the replacement or modification meets substantially similar specifications;or(3)terminate the
License for the Software and refund the License Fee,prorated on the basis of sixty-months by the straight-line method of
amortization from the Installation Date
ii. Except for the remedy described in this Paragraph 9,LABLynx shall have no liability to End User for copyright
infringement,and shall in no instance have any liability to End User for direct,indirect or consequential damages from
Infringement.
10. U.S. Government Department i Aaency Terms
a.If End User is the U.S. Department of Defense("DOD")as defined in DOD FAR Supplement("DFARS)202.1,End User agrees
notwithstanding anything to the contrary in this EULA that:
i. the Software Is delivered as"Commercial Computer Software",as defined In the Rights In Technical Data and Computer
Software clause at DFARS 252.227-7013;
ii. the Software has been developed entirely at private expense;
iii. End User is solely responsible for any effects or costs in connection with modifications of the software independently
made by or for DOD including,but not limited to,impacts on compatibility or support;
iv. the Software is deemed to be adequately marked when the legend below is affixed to the commercial computer software
or its storage media perceptible directly or with the aid of a machine or device,and;
RESTRICTED RIGHTS LEGEND
Use,duplication or disclosure by the Government is subject to the restrictions as set forth in subparagraph(c)(1)(1I)of the Rights
in Technical Data and Computer Software clause at DFARS 252.227-7013. Contractor is LABLynx,Inc.,P.O.Box 724207,Atlanta,
GA,31139.
v. for the purposes of this section, DFARS shall indude any applicable successor or replacement dause or regulation.
b.If End User is a U.S.Government Agency other than the DOD,End User agrees notwithstanding anything to the contrary in
this EULA that:
I. the Software is delivered as"Restricted Computer Software",as defined in the Commercial Computer Software-
Restricted Rights clause at FAR 52.227-19;
ii. the Software has been developed entirely at private expense;
iii. End User is solely responsible for any effects or costs in connection with modifications of the software independently
made by or for the Government including,but not limited to,impacts on compatibility or support;
iv. the Software is deemed to be adequately marked when the legend below is affixed to the"restricted computer software"
or its storage media:
RESTRICTED RIGHTS LEGEND
LABLynx SOFTWARE LICENSE TERMS
Notice-Notwithstanding any other lease or license agreement that may pertain to,or accompany the delivery of,this restricted
computer software,the rights of the Government regarding Its use,reproduction and disclosure are as set forth in subparagraph
(c)(2)of the Commercial Computer Software-Restricted Rights clause at FAR 52-227-19. Contractor is LABLynx,Inc.,P.O. Box
724207,Atlanta,GA 31139.
11. Whole Aareemenn
End User adcnowledges that he has read this EULA,understands it,and agrees to be bound by its terms and conditions; End User
further agrees that it is the complete and exclusive statement of the agreement between End User and LABLynx which supersedes
any document,prior agreement or license,oral or written,and any other communications relating to the subject matter of this
EULA.All additions,amendments or modifications of this EULA shall be binding upon the parties only if same are in writing and
executed by End User and LABLynx.Any term or condition on a printed form which shall be sent to LABLynx from End User shall
have no effect,and shall not modify,add to,or subtract from the obligations and rights set forth herein.Neither LABLynx nor End
user is relying on any warranties,representations or inducements not set forth In this EULA.
Document ID: N--EULA-05 0305 Page 3 d3
END USER SALES AGREEMENT (EUSA) FOR INFORMATICS INNOVATIONS LLC
GOODS &SERVICES
• END-USER SERVICE AGREEMENT(EUSA) FOR
INFORMATICS INNOVATIONS LLC GOODS & SERVICES
1.Definitions
For the purposes of this Agreement,the following definitions shall apply:
a.The term"Agreement"shall mean this End User Sales Agreement(EUSA)and any modifications including any additional
documents described herein,of which may be made in writing pursuant and agreed to by both parties.
b.The term"End User"shall mean that individual,firm,or organization which is accepting the Software,Documents,
Deliverables,and other goods and services delivered by Informatics Innovations and procured by the End User.
c.The term"Proprietary Information"means Software, Products,Documentation,including manuals,and any other
information confidential to End User or Informatics Innovations or its licensors.
d.The term"Documentation"shall mean all information that describes the design,development,installation,operation,and use
of the Software or other products,in printed or electronic format. All Documentation is furnished per the terms of the Software
End User Licensing Agreement(EULA).
e.The term"Software"shall mean Informatics Innovations Licensed Software Products,in executable form,including all
modules,add-ins,customizations or other items listed in this Agreement or included in attachments to this Agreement. All
Software is furnished per the terms of the EULA.
f.The term"Installation Date"shall mean the date Informatics Innovations completes installation of the Software and is
operationally ready on the designated computer system. The Installation Date shall be the earliest of: (1)the date on which a
receipt for the Software is signed by or on behalf of End User; (2)if the Software is installed on site by Informatics Innovations,
the date the Software is loaded onto End User's designated computer system and made available to commence implementation.
g.The term"Validation Date"shall mean the date on which End User agrees,by signing Informatics Innovations'Acceptance
Form that the Software meets their requirements as stated in the documentation and any other such documents that are meant to
provide evidence of validation.
h.The term"Deliverable"shall mean a sub portion of Informatics Innovations'scope of work,as written in Informatics
Innovations'"Statement of Work"document. The complete list of deliverables constitutes Informatics Innovations entire scope of
work. All Deliverables are furnished per the terms of the EULA.
I.The term"End User Licensing Agreement"(EULA)shall mean all licensing terms and conditions required of the End User by
Informatics Innovations. The License Agreement may also include,but not be limited to,fees,liabilities,and warranties.
j.The term"License Certificate"shall mean the document and electronic file provided to the End User by Informatics
Innovations as proof of ownership of Informatics Innovations'License.
k.The term"Statement of Work"shall describe,reference appropriate Documentation,and quantify Software,Products,and
Services to be provided to the End User by Informatics Innovations or its licensors(see Article 5.b).
I.The term"Change Authorization"shall mean a change to the Statement of Work that describes any new functionality or
modification to the existing system. End User must sign and approve the Change Authorization prior to Informatics Innovations
making any modifications or changes to the system. The costs associated with the request will also be a part of the Change
Authorization(see Article 7).
m.The term"Project Completion"shall mean that point when all work called for in the Statement of Work has been done.
Project completion permits Invoicing of any outstanding charges.
n.The term"End User Maintenance Agreement"(EUMA)shall mean all terms and conditions required of the End User relative
to the provision of regular updating and upgrading of informatics Innovations'Software.
o.The term"Acceptance"shall mean an agreement by the End User that the delivered Software,Product or Service meets the
requirements of the Statement or Statements of informatics Innovations'scope of products and services,as specified in the
Statement(or Statements)of Work.The Acceptance Period in which the End User has to accept the deliverable will be defined in
the Statement of Work. Work involved in debugging of installed software will not prevent acceptance,so long as the software
performs substantially as set forth in the Statement of Work.
2. General Provisiong
a.Effective Date: This Agreement will become effective when the Sale Authorization that references this Agreement is signed by
duly authorized representatives of both parties and will continue in effect until all"Deliverables"have been furnished by
Informatics Innovations and all payments have been made by End User.
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END USER SALES AGREEMENT (EUSA) FOR INFORMATICS INNOVATIONS LLC
GOODS &SERVICES
b.Confidential Information: End User or Informatics Innovations will not disclose to any third party any of the terms and
conditions of this Agreement without the other Party's approval. Each Party reserves the right to terminate this Agreement by
giving written notice to the other Party in the event of any impermissible disclosure hereunder.
e.Force Majeure: Any delay in or failure of performance by either party under this Agreement(other than a failure to comply
with payment or surety obligations)shall not be a breach of this Agreement if and to the extent caused by events beyond the
reasonable control of the party affected,including without limitation,acts of God,embargoes,governmental restrictions,strikes
(other than those only affecting the End User),riots,wars or other military action,civil disorders,rebellion,fires,floods,
vandalism,or sabotage. Market conditions and/or fluctuations(Including a downturn of End User's business)shall not be deemed
force majeure events. The party whose performance is affected by such events shall promptly notify the other party,giving
details of the force majeure circumstances,and the obligations of the party giving such notice shall be suspended to the extent
caused by the force majeure and so long as the force majeure continues,and the time for performance of the affected obligation
hereunder shall be extended by the time of the delay caused by the force majeure event.
d.Governing Law: This Agreement shall be governed by and construed in accordance with the domestic laws of the State of
Georgia.
e.Assignment: This Agreement may not be assigned by End User by operation of law or otherwise,except with the prior written
consent of Informatics Innovations. Informatics Innovations may assign its rights and obligations,and will provide written
notification to End User at least thirty(30)days in advance of such assignment.
f.Disclaimer of Certain Damages: Neither Party shall be liable to the other for any indirect,consequential,exemplary,special,
incidental or punitive damages,including without limitation,loss of use or lost business,revenue,profits,or goodwill,arising in
connection with this Agreement,the services,related products,documentation and/or the intended use thereof,under any theory
of tort,contract,warranty,strict liability or negligence,even if the party has been advised,knew or should have known of the
possibility of such damages.
3.End User Responsibilities
End User assumes responsibility for the selection of the program to achieve End User's intended results,and for use and results
obtained from the program. Because software is inherently complex and may not be completely free of errors,End User is advised
to validate all Systems and configurations and customizations of said System delivered to End User to ensure that the Systems
and delivered products match the specifications approved by End User. End User agrees that regardless of the form of any daim,
Informatics Innovations'liability for any damages shall be limited in all cases to the amount paid for the materials and governed
specifically by this Agreement.
Informatics Innovations shall not be responsible for any damages or expenses resulting from the modification,alteration or
unauthorized use of the Software or from the results obtained by End User from such use.Termination of this Agreement shall not
result in liability of Informatics Innovations to End User for damage,loss or expense,and End User expressly waives such daims.
End User is responsible for providing support for Informatics Innovations during the execution of the Work. This support includes,
but is not necessarily limited to:
• Assisting and cooperating with Informatics Innovations in completing the work in a timely and effective manner.
• Providing decisions and progress reviews needed.
• Providing access to the End User's files and facilities as needed.
• Appointing key individuals in the End User's organization to interface with Informatics Innovations.
• Arranging and holding promptly,any required meetings.
• Adhering to Informatics Innovations'chain of command set up for the project,unless such adherence appears
unreasonable under particular circumstances.
• Giving prompt written notice to Informatics Innovations whenever End User becomes aware of any event,occurrence,
condition or circumstance which may substantially affect any performance of services by Informatics Innovations or
payment to Informatics Innovations under this Agreement.
• Refraining from interfering,delaying or otherwise negatively Impacting Informatics Innovations'work.
• Participating in and adhering to the formation and issuance of the project schedule.
• Payment of Informatics Innovations'invoices.
• Timely performance of all the above.
4.Informatics Innovations Responsibiltigs
It will be Informatics Innovations'responsibility to be responsive to the End Users requests and to perform all authorized work in a
professional manner,per the Statement of Work.
5. Sale Authorisation
a.Sale Authorization: Upon acceptance by the End User,the fully executed Sale Authorization shall provide immediate
authorization for Informatics Innovations to provide goods and services as set forth in the Statement of Work and other
documents and agreements referenced by the Sale Authorization.
b.Statement of Work: The Statement of Work shall describe and reference appropriate Documentation for Software,
Deliverables and other products,and services to be provided to the End User by Informatics Innovations or its licensors. The
Statement of Work may also include Terms and Conditions not specified in this document. The most recent revision of the
Statement of Work will always take precedence over any previous revisions of the Statements of Work,concerning Terms and
Conditions. 1 }
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END USER SALES AGREEMENT (EUSA) FOR INFORMATICS INNOVATIONS LLC
GOODS &SERVICES
c.Pricing: The pricing and billing plan are provided in the Statement of Work.
}
6. Mon Disclosurg
Each Party will hold In strictest confidence and will not disclose,use or publish any Proprietary Information,except as such
disclosure,use or publication may be required in connection with transactions or ventures with the other Party,as authorized by
the other Party in writing. Each Party will ensure that any Proprietary Information disclosed to its employees,consultants,
independent contractors,affiliates,agents and others will remain confidential in accordance with this Agreement.
7. Chances
• End User may request that modifications or additions be made to the Statement of Work. End User may request a Change
Authorization describing the new functionality or modification or deviation to the applicable Statement of Work. The costs
associated with the request will also be a part of the Change Authorization cost. Informatics Innovations will not begin work on
any Change Authorization until written authorization is provided by the End User.
8. Deliverables and Payment
a.Deliverables:
i. Informatics Innovations'Deliverables are defined in the Statement of Work(SOW).
ii. Pricing of Deliverables are defined in the SOW and Invoices from Informatics Innovations must not exceed the amounts
shown in the SOW.
iii. Informatics Innovations will submit a copy of the Deliverable Transmittal to the End User,along with a Deliverable
Acceptance Certificate.
Iv. End User will be given the number of business days shown in the Project Schedule of the SOW,to review,comment,
accept,or reject Deliverables. Any more time taken than that by the End User will result in the extension of the Project
Schedule as shown in the SOW,if the deliverable is a critical path deliverable.
v. Informatics Innovations will not submit any future Deliverable(s)until the End User has accepted the current submitted
Deliverable(s)if the current submitted deliverables are critical path deliverables or are dependent on the acceptance of a
deliverable not yet accepted.
b.Payment: End User agrees to pay Informatics Innovations for Deliverables according to the terms of this Agreement. The
invoidng plan is provided in the Statement of Work for the Project.Key provisions of the payment procedure are as follows:
I. Informatics Innovations invoices will be submitted to End User for payment upon acceptance of a Informatics Innovations
Deliverable. Invoices will include a signed copy of the Deliverables Certificate of Acceptance,which constitutes approval
of the associated invoice(s).
ii. End User is to notify Informatics Innovations of any Informatics Innovations invoice that is being withheld for payment,
for any reason whatsoever.
iii. Payments not received within thirty(30)days of invoice date can cause work and the schedule to be suspended until
payment is received.
Iv. All Deliverables remain the work property of Informatics Innovations until the End User has paid the full amount of the
invoice for those Deliverables,induding any applicable late charges and interest. End User acknowledges that
Informatics Innovations has a Lien on all Deliverables to the amount of any unpaid balances by the End User.Such Liens
may involve injunction against the End User to prevent the use of those Deliverables until all unpaid balances are paid in
full,in the event that unpaid balances are over sixty(60)days from the invoice date.
v. The End User is granted a Temporary Ucense to the Software and all associated Deliverables,where Software and
Deliverables are defined in this Agreement. The Temporary License is until all outstanding invoices of Informatics
Innovations have been paid in full,along with any applicable late fees and interest.
vi. In the event this Agreement is terminated by either the End User or Informatics Innovations for any reason whatsoever,
and Informatics Innovations has not been paid in full for all outstanding invoices,then the Temporary License granted to
the End User is revoked and Informatics Innovations will provide written notice to the End User to cease all use of the
Software and Deliverables and destroy all copies and installations of that Software or any associated Deliverables.
Failure to comply with this will result in the breach of the EULA and will result in legal action afforded by the Copyright
Laws of the United States and any other legal rights of Informatics Innovations.
9. =Ed
If End User fails to observe any of the terms and conditions of this Agreement,Informatics Innovations shall have the right to
bring an action for damages,or to bring an action to restrain and enjoin End User from further actions constituting a default under
this Agreement,or to terminate this Agreement. None of these remedies shall be exclusive and they shall be in addition to any
other remedies Informatics Innovations may have.
If Informatics Innovations is required to bring a lawsuit to enforce the terms of this Agreement and/or the associated Software
license and prevails in that suit,Informatics Innovations shall be entitled to recover,in addition to any other mutually agreed to
relief,actual attorneys'fees and expenses.
j •
10. Dispute Resolution
End User agrees that in the event of an irreconcilable dispute arising under this Agreement the dispute will be submitted for
arbitration in a place mutually agnfed upon by both Informatics Innovations and End User, in accordance with the rules of the
American Arbitration Association,and further agrees to be bound by the judgment of such arbitration.
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END USER SALES AGREEMENT (EUSA) FOR INFORMATICS INNOVATIONS LLC
GOODS &SERVICES
11.Indemnity and Waiver.
End User shall indemnify and defend Informatics Innovations and its officers,directors,employees,agents,representatives and
subcontractors from each and every demand,claim,loss,liability,or damage of any kind,whether in tort or contract,Including
actual attorney's fees,incurred by reason of or in connection with the use of the Software,Products,or Services,other than for
injury or damage caused by gross and willful misconduct by Informatics Innovations or copyright infringement.End User shall also
indemnify Informatics Innovations for any claim based on End User's use or combination of the Software or Products with any
other software not provided by Informatics Innovations,or on End User's modification of the Software or Products. Informatics
Innovations shall indemnify and hold harmless End User and its subsidiaries or affiliates under its control,and their officers,
directors,employees,agents,representatives and subcontractors,against any and all losses,liabilities,judgments,awards and
costs(including legal fees and expenses)arising out of or related to any claim that End User's use or possession of the Software or
Products,infringes or violates the copyright,trade secret or other proprietary right of any third party. Informatics Innovations
shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing,provided that End User gives
Informatics Innovations prompt notice of any such claim of which it learns. No settlement that prevents End User from continuing
to use the Software or Products as provided herein shall be made without End User's prior written consent. In all events,End User
shall have the right to participate at its own expense in the defense of any such suit or proceeding through counsel of its own
choosing.
No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in
writing and signed by the party dalmed to have waived or consented. Failure to enforce any of the provisions of this Agreement
shall not be construed as a waiver of future rights to enforce the same or other provisions of this Agreement.
12.Termination of Agreement
Written Notice: It is expressly understood and agreed that either Party may terminate this Agreement at any time by giving thirty
(30)days notice in writing either personally,or by registered mail,return receipt requested,to the principal office of the initiating
party. Informatics Innovations may terminate this Agreement in the event of non-payment by End User of Informatics
Innovations'invoices(see Article 8.b),or in the event End User otherwise substantially fails to fulfill its obligations under this
Agreement.
If this Agreement is terminated for any cause,or by either party,Informatics Innovations is to receive payment for all work done
and expenses incurred up to the date of termination.
13. Whole Aareement
This Agreement,including any schedules,attachments and referenced documents,is the entire agreement between End User and
Informatics Innovations. Any prior or contemporaneous agreements,promises,negotiations or representations not expressly
stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by End User and
Informatics Innovations.
No Informatics Innovations employee has the authority to alter the terms of this Agreement,except an Officer of Informatics
Innovations or his authorized representative. End User's signer represents that he has the authority to execute this Agreement on
behalf of End User.
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Document ID:II-EUSA-010303 Page 4 of 4
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