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HomeMy WebLinkAboutContract 39963 W'7Y `F 00NTRA6 NO. �, 3 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Customer"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and CHEMWARE INC., ("ChemWare" or "Consultant'), a North Carolina corporation, with its principal office at 900 Ridgefield Drive, Suite 150, Raleigh, North Carolina, 27609, and acting by and through, its duly authorized president and CEO. CONTRACT DOCUMENTS This Agreement shall consist of the following documents: ' 1. This Professional Services Agreement 2. Attachment A—Software License Agreement 3. Attachment B—Software Maintenance Agreement ' 4. Attachment C—Statement of Work 5. Attachment D— Requirements Matrix 6. Attachment E— Payment Schedule 7. Attachment F—Hardware Infrastructure 8. Attachment G— Instrument List 9. Attachment H—Test Methods 10. Attachment I— Report Customization 11. Attachment J —Network Access Agreement All Attachments are affixed hereto, incorporated herein, and made a part of this Agreement for all purposes. In the event of a conflict between the documents, the order of precedence shall be (1) Professional Services Agreement, (2) the Statement of Work, (3) Software License Agreement, (4) Requirements Matrix, and (5) Software Maintenance Agreement. Notwithstanding the foregoing, the Network Access Agreement shall take precedence in any ' conflicting matters related to computer or network security. 1. SCOPE OF SERVICES. ' Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Laboratory Information Management System (LIMS) implementation and support. Attached hereto and incorporated for all purposes incident to this Agreement is Attachment "C," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon execution by the City ("Effective Date") and shall expire upon completion of all services contemplated herein, but not later than March 1, 2011, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $349,639.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Attachment "E." Consultant shall not perform any additional services for the City not specified by this Agreement unless the City e and y uests q approves in writing the additional costs for such services. The City ChemWare, Inc. -LIMS Professional Services Agreement Page 1 of 8 _ City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/9/2010 DATE: Tuesday, March 09, 2010 REFERENCE NO.: **C-24124 LOG NAME: 60CHEMWARE-LIMS SUBJECT: Authorize Execution of An Agreement with ChemWare, Inc., in the Amount of$349,639.00 for Software, License Implementation Services and Annual Maintenance for a Laboratory Instrument Management System RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute an agreement with ChemWare, Inc., in the amount of $349,639.00 for software licenses, implementation and annual maintenance for a Laboratory Instrument Management System for the Water Department; and 2. Authorize the agreement to be effective as of March 9, 2010 and expire March 1, 2011, with annual options to renew maintenance through March 1, 2013. DISCUSSION: The Laboratory Instrument Management System (LIMS) is used by the Water Department Laboratory to log in, track, test and report on water samples. The laboratory is required to perform analytical work on water and wastewater samples across the City of Fort Worth and other jurisdictions within the service area. The Laboratory Services division is organized into the following sections: Inorganics, Metals, Microbiology, Organics, Sample Receipt/Sample Management and Administration. The current LIMS (Labworks) has been in place for 15 years and does not allow for necessary enhancements to help streamline processes. This procurement will allow the lab to expand the water testing capabilities and create opportunities for enhanced revenue for the Water and Sewer Fund through additional testing of water samples from wholesale customers and other jurisdictions across the state. The current system lacks the necessary vendor support to enable the development of new functions that will allow for this growth. The City laboratory plans to leverage their accreditation from National Environmental Laboratory Accreditation Program (NELAP) to perform water and wastewater testing of other local municipalities than cannot meet the standards required for accreditation. The new LIMS will allow the laboratory to take advantage of demand for water and wastewater testing as an accredited laboratory. The proposed LIMS system will allow for the following: Enhanced ability to invoice customers through web technology Streamline operations and reduce the amount of manually generated reports Increase overall throughput of lab sampling Remain in compliance with Federal and State testing guidelines Maintain accreditation with a system geared towards NELAP guidelines Logname: 60CHEMWARE-LIMS Page 1 of 2 Provide workflow automation Institute better traceability standards required by NELAP Insure accuracy of testing and reporting Improve overall timeliness of reporting to meet regulatory requirements The Water Department requires this new system to be able to maintain the current standards necessary for running an accredited Water Laboratory. The benefits derived from this system will allow for the lab to take advantage of technology to improve revenue generation for the City of Fort Worth. ADMINISTRATIVE INCREASE —An administrative increase or change order for this Contract may be made by the City Manager, or his designee, for an amount up to $25,000.00 and does not require specific City Council approval so long as sufficient funds have been appropriated. BID ADVERTISEMENT—This agreement is being awarded pursuant to Chapter 252, Texas Local Government Code. A Request for Proposal (RFP) for this procurement was advertised in the Fort Worth Star-Telegram on July 8, 2009 and July 15, 2009 and on the City of Fort Worth website. Eight responses were received in response to the RFP. A designated team of Water Department employees evaluated the proposals. In addition to considering the relative importance of price, the primary factors considered in the review included company qualifications, project personnel, project approach and adherence to requirements set forth in the RFP. After considering all responses on this basis, it was determined that ChemWare, Inc., would provide the best solution to the City's needs. M/WBE —A waiver of the M/WBE participation goal has been requested and approved because the purchase of goods or services is from source(s) where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Water Capital Projects Fund and Sewer Capital Projects Fund. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers P253 541200 601020145680 $174,819.50 P258 541200 701020145680 $174,819.50 CERTIFICATIONS: Submitted for City Manager's Office by� Fernando Costa (6122) Originating Department Head: S. Frank Crumb (8207) Additional Information Contact: S. Frank Crumb (8207) ATTACHMENTS 1. 60CHEMWARE-LIMS FARs.pdf (CFW Internal) 2. ChemWare_LIMS.pdf (CFW Internal) 3. Funding_-__sew_er.pdf (CFW Internal) 4. Funding_-_Water.pdf (CFW Internal) Logname: 60CHEMWARE-LIMS Page 2 of 2 shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for ' which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. ' 4.3 Duties and Obli-gations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 4.4 Termination of License Agreement. The foregoing notwithstanding, the License Agreement may be terminated by either party in accordance with the Termination provisions in Attachment A. 4.5 Termination of Maintenance Agreement. The foregoing notwithstanding, the Maintenance Agreement may be terminated by either party in accordance with the Term and Termination provisions in Attachment B. ' 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions Chem Ware. Inc.-LIMS Professional Services Agreement Page 2 of 8 Li I relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Li Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. ' It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, ' AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. L Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City, which assignment shall not be unreasonably delayed or withheld. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Chem Ware. Inc. -LIMS Professional Services Agreement Page 3 of 8 M Ul Consultant and Assignee shall be jointly liable for all of Consultant's obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits ' (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker's Compensation -Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease- per each employee $500,000 Disease- policy limit This coverage may be written as follows: ' Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability(Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements Chem Ware. Inc.-LIMS Professional Services Agreement Page 4 of 8 (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State ' of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of ' Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. ' Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile (if facsimile number is provided below) with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Chem Ware. Inc. -LIMS Professional Services Agreement Page 5 of 8 To The CITY: To CONSULTANT: City of Fort Worth CHEMWARE INC. Attn: Water Department/ Barbara Wilson Attn: Vice President/GM 1000 Throckmorton 900 Ridgefield Drive, Suite 150 Fort Worth TX 76102-6311 Raleigh, North Carolina, 27609 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. ' 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. ' 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. L Chem Ware. Inc.-LIMS Professional Services Agreement Page 6 of 8 Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS/MODIFICATIONS/ EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such ' party. 23. ENTIRETY OF AGREEMENT. ' This Agreement, including the schedule of Attachments "A" through "J" attached hereto, and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. NETWORK ACCESS. If Consultant requires access to the City's Intranet, Internet, email, or other City department database, Consultant must agree to the City's Network Access Agreement, which is attached hereto and incorporated as Attachment "J." The Network Access Agreement outlines the scope of access of Consultant, its employees, agents, and representatives, including any subcontractors, to the City's network. 25. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Chem Ware. Inc.-LIMS Professional Services Agreement Page 7 of 8 IN ITNESS W EREOF, the parties hereto have executed this Agreement in multiples this day of 20 10 . CITY OF FORT WORTH: CHEMWARE, INC. By- Fernando Costa Robert�J.fthitehead Assistant City Manager Vice President/GM Date: 3 11 1 Date: ATT T: ATTEST: J k r City Secret a� 0000uw®©� . �'? onor J. Ward a � O ooh�� Director, Business Development 4 Q APPROVED AS TO FORM AND LECo URY: o o o°.y 00 By ��a 00000ao° o�a 4 Males is B. Farmer ��i�y,�,,uo9b' Assistant City Attorney CONTRACT AUTH�ORIZATION: ' M&C: C AL/C/I a ' Date Approved: -49 1 (� Chem Ware. Inc.-LIMS Professional Services Agreement Page 8 of 8 IRI INI ATTACHMENT A—SOFTWARE LICENSE AGREEMENT HORIZON®LABORATORY INFORMATION PARAGRAPH 2 �J MANAGEMENT SYSTEM LICENSE This Software License Agreement("Agreemenf')is entered into 2.1. Grant of License. ChemWare grants to Customer and between ChemWare Inc., a North Carolina corporation Customer accepts, pursuant to the terns and conditions of this ("ChemWare") with its principal office at 900 Ridgefield Drive. Agreement, nonexclusive, nontransferable license (­License­) to use Suite 150, Raleigh, North Carolina, 27609, and the City of Fort the Materials commencing on the Installation Date and continuing in Worth, Texas ("Customer"), with its principal office at 1000 perpetuity unless terminated in accordance with the terns herein,with Throckmorton Street,Fort Worth,Texas,76102. the following restrictions: PARAGRAPH 1 a. The Materials may be used only by Customer. Customer may DEFINITIONS not sublicense, rent, distribute, lease, timeshare or otherwise transfer 1.1. "Software"" means the executable code of the HORIZON or assign Customer's rights in the Materials. Customer may not act as Laboratory Information Management System Software, together with a service bureau or provide subscription services using the Materials. the executable code for the modules, add-ins, options, special b. Customer may not change, alter, modify, translate, functions, and other ChemWare products identified in Exhibit A disassemble,decompile or reverse engineer the Materials. If Customer under a"HC""or"HO' item designation. has an Embedded Software License, Customer may not modify the 1.2. "Database" means the single central Oracle® database Database data structures except as may be provided through the Software interface. including tables for housing Laboratory Information Management m System (LIMB) data established by the Software, together with any c.The Materials may be installed and used by no more than the quantity of Licensed Units specified Oracle software products identified in Exhibit A under a "OR" item from in Exhibit A(as may be amended from time to time). if Licensed Units are based on Concurrent Users designation. or Named Users, authorization for use must be granted by defining 1.3. "Documentation'" means all information provided by unique individual user names and security credentials through the ' ChemWare which describes the installation, operation and use of the Software interface,which names and credentials may not be shared by Software,in printed or electronic format. other users. A previously authorized Named User may be deactivated 1.4. `'Materials" means the Software, Documentation and and replaced by a new Named User, with no net change in license Database. 1.5. "Oracle" means the Oracle Corporation, located at 500 quantity. d. Customer may not export or re-export the Materials or any Oracle Parkway,Redwood Shores,California 94065. 1.6."Installation Date"means the earliest of the date on which: copy, adaptation, or product thereof, directly or indirectly, in (a) the Software is delivered to the Customer; or(b) the Software is violation of any U. S.export law or other applicable regulation,or use loaded onto Customer hardware. the Materials for any purpose prohibited by these laws.The Materials, delivered to U.S. Government end users, are "commercial computer 1.7. "Licensed Unit" means the unit of measurement used to software" pursuant to the applicable Federal Acquisition Regulation define the quantity of Materials licensed to Customer according to the ("FAR") and agency-specific supplemental regulations. As such, use, following definitions: duplication, disclosure, modification, and adaptation of the Materials a."Named User"means any real person authorized by Customer shall be subject to the license and license restrictions set forth in this to use the Materials, regardless of whether that person is actively Agreement, and, to the extent applicable, the additional rights set using the Materials at any given time. forth in FAR 52.227-19,Commercial Computer Software—Restricted b. "Concurrent User' means any real person authorized by Rights(June 1987). Customer to use the Materials simultaneously with other authorized e. Customer may not publish the results of any benchmark tests real persons. on the Materials. c. "Processor'" means the CPU in the computer on which the L Customer may not remove or modify any ChemWare or ' Materials are installed and/or running. In a virtual computing Licensor program markings, copyright notices, trademarks or other environment,to count as one(1)Processor it must be either dedicated notices of proprietary rights in the Materials. to the Materials or the Materials must be bound to the Processor; g, All rights not expressly granted are reserved to ChemWare otherwise all Processors in the computer must be counted when and its Licensors. determining compliance with the license quantity. 2.2. Additional Units and Materials. Any updates or new d. "Server"' means the computer on which the Materials are versions, modules, add-ins, options, customizations or special installed. functions to the Materials provided to Customer by ChemWare shall e. "Instrument" means the individual analytical instrument, or also become part of the Materials and shall be governed by the terms instrument data system controlling that instrument, as the case may of this Agreement. Additional Units may be added by an Addendum be,on which the Materials arc installed. to Exhibit A, subject to payment of the required fees pursuant to L "Workstation" means the individual personal computer on Paragraph 4. which the Materials arc installed. 2.3.Copies.Customer shall not make any copies of the Materials g. "Device' means the individual hardware. hardware data except in accordance with the following: system,network folder or other medium for data storage. a. The Materials may be copied as part of the standard backup 1.8. "Embedded Software License means a special Database process used by Customer, provided that such copies are used only licensing option limiting the Customer's routine access to the when restored to the primary production environment and only during Database to the functions provided through the Software interface. the term of the License granted herein. 1,9. ­Licensor" means any third party software provider, b.One copy of the Materials may be used on an unlicensed spare including Oracle, from which ChemWare has secured the right to (failover) Serrr pro\idcd that(i)such use is exclusi\cl� in a fililo\er .uhliccnsc. disinhute. integrate. and or support the provI&I"prodtlet en\ironmenl I111 use �,fthe failo\er Senor does not extend he\ond a a, d nxxlule. add-in. option or special funeti011 when used in total of ten scpaiatc day1 in am given ealendal veal: and (iii) use of conjunction +ith the Materials and the terms of this Agrermelit_ the tililmer Serer In a production emironment is discontinued when the prinulr production Ser er is repaired or replaced. c. One copy of the Materials maV be installed in development. test and-or training environments, provided that such copy is installed Cl'N% Chen,"arc Allachment .A License Amemcni(1 29 10).doe Pape I on Re, 2 2 2010 ATTACHMENT A—SOFTWARE LICENSE AGREEMENT within a tablespace in the same database and on the same Server as user's ability to use the Software in accordance with the the production environment. Documentation; and (ii) can be reproduced or recreated by d. ChemWare must approve, in advance and in writing, any ChemWare under similar conditions and in a commercially reasonable additional copies, backups or archives Customer wishes to make, manner. ChemWare shall have no obligation to correct or bypass which approval may be contingent upon,among other conditions,the errors under this warranty which result from: (iii)modification of the licensing rules of Oracle and other Licensors. Materials by a person other than ChemWare; (iv) errors caused by PARAGRAPH 3 defects, problems or failures of hardware, software or other TERM components or systems not provided by ChemWare; or (v) introduction of errors caused by the negligence of Customer or other This Agreement is effective upon execution by the Customer , non-ChemWare personnel. and shall continue until such time as it is terminated in accordance b. If the Materials, as delivered to Customer, are alleged to with the terns of this Agreement. infringe any registered trademark, registered service mark, copyright PARAGRAPH 4 or patent, or to misappropriate any trade secrets of a third party(or if LICENSE FEES ChemWare otherwise believes the Materials may infringe or 4.1. Customer agrees to pay ChemWare a license fee ("License misappropriate), ChemWare will make commercially reasonable Fee') for the License to use the Materials in accordance with the efforts to either modify the Materials to be noninfringing (while license quantities and payment terms specified in Attachment "E" to substantially preserving the utility and functionality of the affected the Professional Services Agreement to which this Software License portion of the Materials)or obtain a license to continue use. ' Agreement is attached. An additional license fee will be required if 7.2. Other than the foregoing specific warranties, the Materials Customer adds to the quantity of Licensed Units or acquires licenses are provided "AS 1S" and ChemWare makes no warranty, guaranty, for additional modules, add-ins, options, special functions, condition, covenant or representation, express or implied. All other customizations or other products from ChemWare, and such Warranties, including without limitation the implied warranties of ' additional fee is deemed part of the License Fee. merchantability, fitness for a particular purpose, noninfringement, 4.2. Neither the License Fee nor any additional license fee shall timeliness, currency, accuracy or other attributes, or from a course of include the right to new versions, updates, upgrades, or additional or dealing or usage, are specifically disclaimed. Without limiting the different software or services of any kind. foregoing, ChemWare and its Licensors make no warranty or 4.3. All payments shall be made within the United States in U.S. representation that the operation of the Software or the Database will dollars,and shall be nonrefundable. be uninterrupted or the Materials will be error-free. 4.4. Unless the License Fee is paid in full on or before the PARAGRAPH 8 Installation Date,a temporary license key will be issued to Customer. LIMITATIONS ON LIABILITY At such time as Customer has paid the License Fee in full, Customer 8,1. in the event of a breach of the warranty set forth in will be issued a permanent license key allowing access to the Paragraph 7.1 a, and provided that such breach continues for a period Materials. In the event Customer fails to pay the License Fee in full of thirty (30) days after Customer gives written notice to ChemWare and pursuant to the terns of Attachment "E," the temporary license of the breach, then Customer may terminate this Agreement and key will expire, certain functions of the Materials will cease to recover the License Fees paid to ChemWare through the date of operate,and ChemWare may proceed with its remedies for breach. termination and once the License is terminated. This is Customer's PARAGRAPH 5 exclusive remedy. OWNERSHIP AND INTELLECTUAL PROPERTY RiGHTS 8.2. In the event Customer alleges a breach of the warranty set ChemWare and its Licensors retain all ownership and intellectual forth in Paragraph 7.1b, or in the event ChemWare otherwise property rights in and to the Materials. Customer acknowledges that terminates part of the License granted hereunder based on an the Materials and any modifications,copies or derivatives thereof are allegation or determination that any part of the Materials infringe the ' the sole and exclusive property of ChemWare and its Licensors, intellectual property of a third party, then Chem Ware's liability shall regardless of the form or media in which the original or copies may be limited to a refund of the License Fees actually paid to ChemWare exist. The Software, including its code, logic, design and structure, for the applicable part of the Materials for which the License has been contains trade secrets which are the sole property of ChemWare, and terminated.This is Customer's exclusive remedy. ' to the extent permitted by applicable law, Customer agrees to secure 8.3. Except with respect to damages arising out of or related to a and protect the Software so that ChemWare's trade secrets therein are breach of Paragraphs 7.1a or 7.1b, the remedies which are set forth not disclosed to any third parties. exclusively above, or damages which may arise as a direct result of ' PARAGRAPH 6 C'hemWare's negligence, gross negligence, or intentional conduct, CONFIDENTIAL INFORMATION ChemWare s liability to Customer for damages arising from or related to this Agreement shall be limited to the amount of the License Fees Subject to applicable law, all information related to the nature Customer has paid to ChemWare hereunder. 1 and use of the Materials is confidential. Customer will use its best 8.4. Neither party shall be liable for any indirect, incidental, efforts and take all reasonable steps to protect the Materials from special, punitive, or consequential damages, whether in tort or unauthorized reproduction,publication,disclosure or distribution. contract or based on any other legal theory. Neither ChenmWare nor its PARAGRAPH 7 Licensors, including but not limited to Oracle, shall be liable for LIMITED WARRANTIES damages from interruption of business, loss of use of the Materials, loss of profits, revenue, data,or data use, cost of recreating data, cost 7.s ChemWare makes the following warranties to Customer of capital, cost of any substitute software, or losses caused by delay, ++ith respect to the Materials: c+rn if ChemWare or its Licensors. including but not limited to a. For the first sirh (60) da+s after the Installation Date, if the Oracle. has been a(I+ised of the likelihood of such damages occurring. Sofmarc_ as delkcrcd (and. if applicahlc_ Installed) h+ ChcmNarc tai Is to perform in accordance++ith the tuncnonal specifications in the PARAGRAPH 9 Documentation. and provided that ChemWare is gkcn ++ritten notice INDFMNIFI('.ATION of the tailurc Nithin this tiarraim period_ ChemWare trill correct or 9.1. Subject to the limitations in Paragraph 9.2. ChemWare (or bypass such error to the extent the error (i) materially affects the Oracle if the claims relate to the Database) agrees to indemnity and CTN' Chem"'ate Attachment A I-ense AL-ement(1 29 10).doc face_or i Rev 2 2 2010 ATTACHMENT A—SOFTWARE LICENSE AGREEMENT defend Customer with respect to any claim brought against Customer assignment fee, and may assign its rights and obligations without based on alleged infringement by the Materials of the claimant's further notice. Notwithstanding the foregoing provision, in the event intellectual property rights,provided Customer must: Oracle makes an assignment pursuant to the provision set forth in this a.Provide written notice to ChemWare not later than fifteen(15) Section 11, ChemWare shall secure for Customer the right to have days after Customer receives notice of a claim or suit;and sufficient access to the Materials as necessary to allow Customer's b. Give ChemWare (or Oracle if the claims relate to the continued use pursuant to the Agreement. Database)sole control of the defense and any settlement negotiations; PARAGRAPH 12 and FORCE MAJEURE c. Give ChemWare (or Oracle if the claims relate to the Neither party shall be in default or otherwise liable for any delay Database) the information, authority and assistance requested to defend against or settle the claim. ChemWare may settle any such in or failure of its performance under this Agreement if such delay or claim in any manner it deems appropriate, provided that Customer failure arises by any reason beyond its reasonable control, including shall have no obligation to make a payment under any such settlement any act of God, any acts of the common enemy,earthquakes, floods, without its prior consent. Customer shall have the right to participate fires, epidemics, riots, labor disputes, failures or delay in at its own expense in the defense of any such suit or proceeding transportation or communications, or any act or failure to act by the through counsel of its own choosing. other party or such other party's employees, agents or contractors (a d.if the Materials or any part thereof are held to infringe and the "Force Majeure Event'): provided, however, that failure to make use thereof is enjoined or restrained or,if as a result of a settlement or payment of the License Fee when due shall never be deemed to be a compromise, such use is materially adversely restricted, ChemWare result of a Force Majeure Event. (or Oracle if the claims relate to the Database) shall, at its own PARAGRAPH 13 expense, either: (a)procure for Customer the right to continue to use TERMINATION the Materials; or (b) modify the Materials to make them non- 13.1. The License granted hereunder shall automatically infringing, provided that such modification does not materially terminate with the termination of this Agreement. adversely affect Customer's authorized use of the Materials; or (c) 13.2. In the event of any default of any obligation under this replace the Materials with equally suitable, compatible, and Agreement which remains uncured thirty (30) days after receipt of a functionally equivalent non-infringing Materials at no additional written notice identifying in detail the nature of the default and the charge to Customer; or (d) if none of the foregoing alternatives is expectations to cure the default, the non-defaulting party may reasonably available to ChemWare (or Oracle if claims relate to the terminate this Agreement. Database), terminate this agreement and refund to Customer the 13.3. Within ten (10) days after termination of this Agreement, payments actually made to ChemWare under this Agreement. Customer shall discontinue use of the Materials; shall either return to 9.2. ChemWare (or Oracle, as applicable) shall have no ChemWare the Materials and all copies thereof, or delete or destroy indemnification obligation to Customer other than as set forth in all copies of the Materials; and deliver to ChemWare a written Paragraph 9.1. In clarification but not limitation of the foregoing, certification as such. neither ChemWare nor Oracle will indemnify Customer if Customer: 13.4.Upon termination of this Agreement,except termination by a. Makes a claim based upon third party programs or ancillary Customer as a result of a breach by ChemWare of Paragraph 7.1 a or programs not included in the Materials;or 7.1b, all unpaid License Fees shall immediately become due and b. Alters the Materials or uses a version of the Materials which payable. has been superseded, and the infringement claim could have been 13.5. Notwithstanding Paragraph 13.4, no further License Fee avoided by using an unaltered current version of the Materials;or payment shall be due in the event of termination of this Agreement e. Combines the Materials with any other software or hardware pursuant to the terms of Paragraph 8.1 or 8.2, and Customer may not recommended or furnished by ChemWare or Oracle;or recover damages as set forth in Paragraph 8.1 or 8.2, as applicable d. Uses the Materials outside the scope of use set forth in the and as limited thereby. Documentation. 13.5. Any provision of this Agreement which by its terns PARAGRAPH 10 imposes continuing obligations, including but not limited to NOTICES Paragraphs 4, 5, 6, 7, 8, 9, 13, 14 and 15, shall survive the All notices under this Agreement shall be delivered by hand or termination of this Agreement. by a reputable national overnight courier service, with recipient PARAGRAPH 14 signature required, and addressed to the recipient's physical address GOVERNING LAW AND ADJUDICATION indicated in the first paragraph of this Agreement, or to such other 14.1. This Agreement is to be governed by and interpreted in address as the recipient may designate by providing notice.The notice accordance with the laws of the State of Tcxas, without regard to its shall be considered delivered on the day of delivery, as indicated by conflicts of law provisions. Venue for any actions arising hereunder the signed receipt. shall be in Tarrant County,Texas. PARAGRAPH 11 14.2. In the event of a dispute arising under or related to this ASSIGNMENT Agreement, except as set forth in Paragraph 14.4, the parties may Neither party may assign any right, remedy, obligation, or first submit the dispute for non-binding mediation in Tarrant County, liability under this Agreement without the prior written consent of the Texas,or in any other place mutually agreed upon by both ChemWare other party, which consent shall not be unreasonably withheld, and Customer.The mediator shall be agreed upon by the parties. Each provided that ChemWare may, without the consent of Customer, but party shall be liable for its own expenses, including attorneys fees; upon no less than thirty (311) days Aritten notice, assign all, but not ho\%e\er.the parties shall share equally in the costs tier the mediation. Icss than all. of its rights and �Ihligations under this Agreement to a 14.3. In the e\rnt that mediation is not successful. the dispute third park purchaser of all or suhstantialh all the assets �Ir eyuitA �It Itta�, upon %mitten consent of bath parties. be suhmitted tier hinding ChenlN are. or \v ith which ( hentti are .iffecth a mer"er or business arbitration b\ one arbitrator in accordance with the rules of the combination. providedd any such third partv agrees in Ariting to American .Arbitration .Association. Lntrb of judgment from that assume all obligations of('hem Ware under this .Agreement. Oracle arbitration may be made in a court of competent jurisdiction. Each may deny assignment of the Database for any reason, may require an Party shall be liable tier its own expenses, including attorneys tees: however,the parties shall share equally in the costs for the arbitration. CPA ChemA'ate Attachment A I.icensc Agreement U 29 1 06doc Pace 3 of 5 Rec.2 '010 LIRA ATTACHMENT A—SOFTWARE LICENSE AGREEMENT 14.4. Notwithstanding the foregoing, in order to prevent PARAGRAPH 17 irreparable harm, either party may seek temporary and interim TAXES injunctive relief from a court of competent jurisdiction. PARAGRAPH 15 Customer is responsible for and shall pay all sales, use, and excise taxes, and like charges imposed by any federal,state, or local RELATIONSHIP BETWEEN CHEMWARE AND ORACLE governmental entity for products or services provided under this The parties agree that Oracle is a third party beneficiary of this Agreement. excluding only taxes based solely on ChemWare's Agreement. ChemWare is an independent contractor/licensee in all income. When ChemWare has the legal obligation to collect such matters relating to its contracts with Oracle. Except for as specifically taxes, the appropriate amount shall be invoiced to and paid by identified in this Agreement, neither ChemWare nor Oracle has any Customer unless Customer provides ChemWare with a valid tax authority to assume or create any obligation, express or implied, on exemption certificate authorized by the appropriate taxing authority. behalf of the other party, nor to represent the other party as agent, Customer shall hold ChemWare harmless from all claims and liability employee,franchisee,or in any other capacity. arising from Customer's failure to pay any such taxes, duties, or PARAGRAPH 16 charges. WAIVER AND SEVERABILITY PARAGRAPH 18 16.1.No tern of this Agreement shall be deemed waived and no WHOLE AGREEMENT breach excused unless such waiver or excuse shall be in writing and Each party acknowledges that it has read this Agreement, signed by the party giving the waiver or excuse. Thefailure of either understands it, and agrees to be bound by its terns. The parties ' party to exercise in any respect any right provided for in this further agree that this Agreement, including its Exhibits, is the Agreement shall not be construed as a waiver of any further right complete and exclusive statement of the agreement of the parties with under this Agreement, and no waiver shall be a continuing waiver respect to the subject matter hereof and that it supersedes and merges unless specifically so stated in the writing. all prior proposals, understandings, and agreements, whether oral or ' 16.2. If any provision of this Agreement shall for any reason be written, between the parties with respect to the subject matter hereof. held to be invalid or unenforceable, such decision shall not affect, This Agreement may not be modified except by a written instrument impair or invalidate the remainder of this Agreement, but shall be duly executed by the parties hereto. Any tern or condition on a confined in its operation to the provision of this Agreement directly printed form which shall be sent to ChemWare from Customer shall involved in the controversy in which the decision was rendered, the have no effect, and shall not modify, add to, or subtract from the invalid or unenforceable provision shall be reformed by the arbitrator obligations and rights set forth herein. so that each party shall have the obligation to perform reasonably alternatively to give the other party the benefit of the bargain. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. ChemWare,, Inc. Organization Signed: Signed: (SEAL) Print: Robert J.Whitehead Print: Title: Vice Presi ent Title: Date: Z 2 2 P/0 Date: // /O APPROVED As TO ECG ND LEGALITY,- ASST TANT CITY ATTORNEY G Attested by: a u ��4�d d_o p d d00 0 ;;A Marty H , MY 00��0000�7��0 �.�✓ 110. AuthorizatiOz UPAN ChemA\;»c AlWchnient A License Aereement 1 129[0)d(,c Page 4(A 5 Re,.'22010 ATTACHMENT A—SOFTWARE LICENSE AGREEMENT EXHIBIT A TO SOFTWARE LICENSE AGREEMENT A. LICENSED MATERIALS: The Materials included in this License are itemized in the Licensed Units and quantities described below: Laborator Information Management System LIMS HC-002 HORIZON Central-One I Core LIMS,Database Licenses 35 Named Users Scientific Data Management System SDMS HO-101 HORIZON Data Mana ement-Vision® Data Capture/Management 15 Named Users HO-105 HORIZON Data Mana ement-WebVision® Thin Client for HDM 1 Servers Enterprise Reporting and Business Intelligence BI HO-106 HORIZON Report Manager-Actuate(R) Web Report Portal,Dev Tools 1 Processor HO-107 Actuate®e.S readsheet DMR Spreadsheet I Processor HO-108 HORIZON Statistical Anal sis-NWA Quality Anal st® Control Charts/Analysis Tool 1 Workstation HO-120 Simple Barcode Software® Scanned Document Capture 1 Server Database and Tools OR-305 Oracle9i®Database,ESL Standard Edition Processor-Based(Unlim Users) 2 Processors OR-303 Oracle Forms Services(Includes Oracle Reports) Web-Based LIMS De to went 35 Named Users CFW Chemwaie Auachmem A License Amement l 1-y 10).doc Pau 5 ,F5 Rev ]2 2010 ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT HORIZON®LABORATORY INFORMATION sixty (60) days from the date of the most recent Update; and (vi) MANAGEMENT SYSTEM hardware. This Standard Software Maintenance Agreement("Agreement') 1.10. "Customer Error" means an error in the functioning of is made and entered into as of the date of the last signature below, the Materials which results from(i)defects,problems, failures,or use between ChemWare Inc., a North Carolina corporation with hardware,software or other components or systems not provided (­ChemWare­) with its principal office at 900 Ridgefield Drive, by ChemWare; (ii) use with Unsupported Items; (iii) negligence of Suite 150, Raleigh, North Carolina, 27609, and City of Fort Worth, Customer or other non-ChemWare personnel; or(iv) modification of Texas ("Customer"). with its principal office at 1000 Throckmorton the Materials by Customer, including without limitation changes Street,Fort Worth,Texas 76102. made by Customer to the control tables and computation routines in a manner inconsistent with the Documentation or ChemWare-provided WITNESSETH: training. Customer Error shall also mean an error resulting from WHEREAS, ChemWare and Customer entered into a Software Customer's use of the Materials (v) in a manner that is not within License Agreement dated ("License Agreement"): ordinary use of the Materials as described in the Documentation; or and (vi) in a computing environment not certified or recommended by WHEREAS,Customer desires to obtain from ChemWare certain ChemWare for use with the Materials. software maintenance services with respect to the License Agreement; 1.11. "Error" means any error in the Documentation or failure NOW, THEREFORE, in consideration of the mutual covenants of the Software, as delivered (and, if applicable, installed) by and conditions set out in this Agreement,the parties agree as follows: ChemWare, that materially affects the user's ability to use the PARAGRAPH 1 Software in accordance with the Documentation, to the extent the DEFINITIONS error or failure is not the result of Customer Error. 1.1. "Software" means the executable code of the HORIZON 1.12. "Normal Working Hours"means the hours between 8:00 Laboratory Information Management System Software, together with A.M. and 6:00 P.M. Eastern time,Monday through Friday,excluding the executable code for the modules, add-ins, options, special regularly scheduled ChemWare holidays. functions, and other ChemWare products included in the terms of the 1.13 "System Administrator" means any employee or License Agreement. representative of Customer who has successfully completed all 1.2. "Database' means the single central Oracle® database Chem Ware-recommeded training on implementation and use of the including tables for housing Laboratory Information Management Materials. System (LIMS) data established by the Software, together with any PARAGRAPH 2 other Oracle software products included in the terms of the License OBLIGATIONS AND SERVICES Agreement. 2.1.Customer Obligations. 1.3. "Documentation' means all information provided by a. Customer shall be responsible for procuring, installing, and ChemWare which describes the installation, operation and use of the maintaining all equipment, telephone lines, communications Software,in printed or electronic format. interfaces, operating systems and other hardware and software 1.4. "Materials" means the Software, Documentation and necessary to operate the Materials in conformance with the Database. Documentation. 1.5. "Oracle' means the Oracle Corporation, located at 500 b.Customer shall be responsible for installing and implementing Oracle Parkway,Redwood Shores,California 94065. the Materials, unless such services are provided by ChemWare ' 1.6. "Parser" means an executable program, routine, or other pursuant to a separate agreement. code or method developed by ChemWare to reformat data and c. Customer shall designate up to three (3) System generate an output file. Administrators for all software support and maintenance 1.7. "Error Correction" means (i) a software modification or communication with Chem Ware's designated Technical Support and addition that, when made or added to the Materials, establishes Project Management points-of-contact. material conformity of the Materials to the Documentation; (ii) a d. Prior to contacting ChemWare for assistance, the System procedure or routine that, when observed in the regular operation of Administrator shall review the Documentation and attempt to the Materials, eliminates or bypasses the practical adverse effect on diagnose and resolve Customer's issues relating to the Materials. Customer of such nonconformity; or (iii) an update to the e. The System Administrator shall provide ongoing and timely Documentation to reflect the intended description of the proper use of feedback to ChemWare in support of all troubleshooting and the Materials. resolution activities relating to the Materials. In some cases, this 1.8."Updates"means any additional or supplemental releases of feedback may require the Customer Technical Representative to the Materials made generally available under this Agreement, and supply a reproducible test case,database export,documentation(such which may include Error Corrections or enhancements to the as screen captures), or remote or on-site access to Customer's Materials. The Updates do not include fundamental changes to the software and hardware. graphical user interface technology, supported database or operating 2,2, Covered Services. During Normal Working Hours and system platform, or any additional hardware or software necessary to throughout the term of this Agreement: support such changes. a. ChemWare shall provide to the Customer Technical 1.9."Unsupported Items"shall include but not be limited to the Representatives telephone and e-mail support related to (i) Error following, whether or not provided by ChemWare: (i) scripts; (ii) notification and resolution; (ii) questions on functional and 1 Materials or other software beyond the warranty period; (iii)example operational issues related to the Materials; (iii) configuration of the software (c.g., off-thy shelf reports, calculations, triggers or control tables and results computations: and (i\) installation of new intcrtaccs) to assist users in extending the Solmare's functionalit`: I pdatcs. I i\1 Parser, tier \crsions of Instruments of data sources other than b. Chembl arc :hall adequiach swtf a call support center ��ith those tor \\hich the Parsers \urc originalh de\clopcd: (\) I pdrttes haired. tall-timc emplo\ces capable of rendering the Co\cred other than the most recent I'pdatc of the Materials. prodded that Ser\lces in accordance Kith the response ti me object i\cs described in ChcmWarc shall continue to support prior I!pdatcs tier a period of Exhibit A to this.Agreement. Cl w (hem"are Attachment 13 Maintenance Support Auteemem(1 29 I0).doc Page I or 5 Re, 02 02 10 ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT c.ChemWare shall maintain a technical support request database based on applicable terns and rates described in the Technical for tracking the disposition of all technical support requests, software Services Agreement and published on ChemWare's Web site at change requests, and related communications and diagnostic www.chemware.coin. information. 3.3. Travel Expenses. Customer shall reimburse ChemWare for d.ChemWare shall be responsible for Error Correction,provided reasonable travel expenses (e.g., transportation, lodging, and meals), that (i) ChemWare is given written notice of the Error by the courier fees,and long distance telephone or modem expenses incurred Customer during the term of this Agreement;and(ii)the Error can be by ChemWare in rendering services to Customer more than twenty reproduced or recreated by ChemWare under similar conditions and five (25) miles from Chem Ware's principal office. ChemWare shall in a commercially reasonable manner. provide documentation with the invoice in the form of copies of e. If the Error affects the use of the Materials in a production receipts for all billable expenses incurred. CHEMWARE SHALL NOT environment, ChemWare shall provide Error Correction through a CHARGE CUSTOMER FOR TIME SPENT TRAVELING TO AND FROM "service pack" or "'patch,'" which may be downloaded from CUSTOMER'S SITE. Travel expenses shall not exceed$13,500.00 on an ChemWare's web site, and ChemWare shall include the Error annual basis. Correction in all subsequent Updates of the Materials. 3.4. Payment Terms. Payments are due to ChemWare within 2.3.Other Services.Any services not specified in Paragraph 2.2 thirty(30)days from receipt of invoice. if payment is not made within above will be considered"Other Services.'" thirty (30) days, Customer agrees to pay interest on all unpaid a. Other Services shall include, but not be limited to, (i) amounts at the rate of the lesser of one percent(I%)per month or the correction of Customer Errors; (ii) services provided outside of highest rate allowed under applicable law. Normal Working Hours;(iii)assistance with installation of Updates if 3.5. Late Payment and Nonpayment. if Customer fails to pay it is more practical, in ChemWare's sole opinion, to provide the any invoices issued when due, ChemWare reserves the right to service at Customer's site; (iv)training; (v)system configuration;(vi) withhold any and all services to the Customer,and no refund shall be custom programming;(vii)methods customization;(viii)data imports due if services are so suspended.if ChemWare does suspend services, or conversion (such as client and sample results data migration); (ix) Customer may have the services reinstated only upon payment of all ' control table enhancements; (x) custom interface development; (xi) overdue invoices including interest.ChemWare also reserves the right report customization or development; (xii) consulting or project to seek any other remedies available to collect delinquent payments management services; or (xiii) network, database management or from Customer. Withholding of services by ChemWare for recovery, operating system, hardware or other IT service not nonpayment does not release Customer of any obligations to specifically identified in Paragraph 2.2 as a Covered Service. ChemWare, including without limitation the obligation to pay the b. Other Services may be provided by ChemWare, at its sole remaining amounts due for the term of this Agreement. discretion, subject to staff availability and pursuant to the additional PARAGRAPH 4 payments and terms specified in Paragraph 3, Exhibit A and (if PROPRIETARY RIGHTS applicable) a separate Technical Services Agreement by and between the parties. 4.1. Any Updates or Error Corrections received by Customer c. If Customer notifies ChemWare of an Error, and after shall also become part of the Materials and shall be governed by the investigation by ChemWare it is determined that the problem is the terns and conditions of this Agreement and the License Agreement. result of Customer Error, ChemWare reserves the right to bill 4.2. The Materials are and shall remain the sole property of Chem Customer as an Other Service for all time and expenses accrued in Ware and its licensors, regardless of whether Customer, its making this determination. employees, or contractors shall have contributed to the conception of such work,joined in the effort of its development,or paid ChemWare PARAGRAPH 3 for the use of the work product. Customer shall take any further FEES AND CHARGES action and execute and deliver any further instrument, including 3.1. Maintenance Fees. Fees for the term of this Agreement documents of assignment or acknowledgment, that ChemWare may shall be as set forth in Exhibit A and shall be due and payable upon reasonably request in order to establish and perfect Chem Ware's execution of this Agreement. Thereafter, Customer may renew this exclusive ownership rights in such works. Customer shall not assert Agreement for consecutive one year terms upon payment of the any right,title,or interest in such works,except for the non-exclusive annual maintenance fee; provided however, ChemWare hereby right of use granted to Customer at the time of its delivery or on-site reserves the right to adjust annual maintenance fees and make other development. modifications to this agreement so long as ChemWare notifies PARAGRAPH 5 Customer of such adjustment no later than sixty(60)days prior to the LIMITED WARRANTIES AND DISCLAIMER OF LIABILITY renewal of this Agreement. A renewal notice and quotation shall be sent to Customer at least sixty(60)days before the beginning of each 5.1. Except set forth in this Agreement, ChemWare expressly renewal tern, followed by an invoice no later than thirty (30) days disclaims any and d all warranties concerning the Materials or the before the beginning of each renewal tern. Following the first year of services to be rendered hereunder, whether expressed or implied, maintenance, the rate used to calculate maintenance fees for the including (without limitation) any warranty of merchantability or fo second ("Year 2"). third ("Year 3`), and fourth ("Year 4") renewal fitness fora particular purpose. periods shall remain fixed; thereafter, the fees shall not increase by 5.2, Neither party shall be liable for any consequential or special more than one basis point(e.g., from 18% to 19%) from one year to damages arising from breach of warranty, breach of contract, the next, provided that any such rate increase shall not exceed an Negligence or any other legal theory, whether in tort or contract,even average of five percent (5%) per year since the last year in which an if the other party has been advised of the likelihood of such damages adjustment was made. Full payment shall be due on or before the first occurring" including without limitation, damages from interruption of dy of the renewal support period. business" loss of profits or business opportunities, loss of use of 3.2. Emergenc% Support. Thi, Agrccmcnt does not include 24- substitut loss of data. cost of recreating lost (ata. cost of any hour )65 days �on-calf support. Am scr\ices pro\idcd outside of substitute soft"arc,or losses caused b� dcla�. Normal Business Hours \+ill be considered `Emergency Support. 5,;• Neither part} shall be liable tor any fitilurc or delay in This Agrccmcnt may be amended by the Partics to include the Performance of any obligation under this Agrccmcnt if such failure or x Emergency Support Option, Which must be established in advance, delay is caused by circumstances not directly or substantially under (TAv ChemWa Auaehni nt B Mafntenancc Support Agreen),rt(1 29 10).doc face 2 on Rc, 02 02 10 ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT the control of the other party, including without limitation, failures PARAGRAPH 7 resulting from acts of God, acts of public authorities, fires or other MISCELLANEOUS natural disasters,delays of suppliers or carriers. 5.4.ChemWare shall not be liable for recovery of the database or 7.1. Unless written approval is granted by the other party, each lost data due to Customer Error, disk corruption or other factors party agrees to refrain from soliciting or hiring or contracting or outside of Chem Ware's control, including but not limited to acts of attempting to hire or contract the other's employees or subcontractors God, power surges or other electrical malfunction, neglect or who have been involved with the provision of services under this inadequate maintenance of the Software, or problems caused by or Agreement for a period of one (1) year from tennination of such related to the operating system, network or system hardware, which employees provision of services under this Agreement. problems shall also be considered Other Services. 7.2. Each party acknowledges that it has read this Agreement, 5.5. Except for damages for personal injury, including death, or understands it, and agrees to be bound by its terns. The parties damage to tangible property, caused by ChemWare, ChemWare's further agree that this Agreement, including its Exhibits, is the liability for damages to Customer shall be limited in all cases to the complete and exclusive statement of the agreement of the parties with annual maintenance fee paid by Customer for this Agreement,for the respect to the subject matter hereof and that it supersedes and merges year in which the alleged liability first arose. all prior proposals, understandings, and agreements, whether oral or PARAGRAPH 6 written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument TERM AND TERMINATION duly executed by the parties hereto. Any term or condition on a 6.1. The initial teen of this Agreement shall commence upon printed form which shall be sent to ChemWare from Customer shall ' completion and Customer acceptance of the Software Installation and have no effect, and shall not modify, add to, or subtract from the Installation Qualification (IQ) deliverables, and shall continue for a obligations and rights set forth herein. period of one year. Customer shall have the option to renew this 7.3. This Agreement is to be governed by and interpreted in Agreement for consecutive annual renewals unless terminated in accordance with the laws of the State of Texas, without regard to its accordance with the terms herein. Unless ChemWare provides written conflicts of law provisions. Venue for any actions arising hereunder notice to the contrary,this Agreement shall automatically terminate at shall be in Tarrant County, Texas. In the event of a dispute arising the conclusion of any term if payment for the next consecutive term is under or related to this Agreement, the parties may first submit the not received by ChemWare as specified in Paragraph 3. dispute for non-binding mediation in Tarrant Couunty, Texas, or in 6.2.This Agreement may be terminated as follows: any other place mutually agreed upon by both ChemWare and a. This Agreement shall immediately terminate upon the Customer. The mediator shall be agreed upon by the parties. Each termination of the License Agreement. party shall be liable for its own expenses, including attorneys fees; b. This Agreement may be terminated by either party upon the however,the parties shall share equally in the costs for the mediation. expiration of the then-current tern of this Agreement,provided that at In the event that mediation is not successful, the dispute may, upon least thirty(30)days' prior written notice is given to the other party. written consent of both parties, be submitted for binding arbitration c.This Agreement may be tenninated by either party upon thirty by one arbitrator in accordance with the rules of the American (30) days' prior written notice if the other party has materially Arbitration Association. Entry of judgment from that arbitration may breached the provisions of this Agreement and has not cured such be made in a court of competent jurisdiction. Each party shall be breach within such notice period. liable for its own expenses, including attorneys fees; however, the 6.3. Following termination of this Agreement, ChemWare shall parties shall share equally in the costs for the arbitration. immediately invoice Customer for all accrued fees and charges and all 7.4. In the event that any provision of this Agreement is held by reimbursable expenses up through the date of tennination, and a court of competent jurisdication to be invalid, illegal, or Customer shall pay all amounts due within thirty (30) days of the unenforceable, such decision shall not affect, impair or invalidate the invoice. remainder of this Agreement,but shall be confined in its operation to ' 6.4.Termination of this Agreement prior to the expiration of the the provision of this Agreement directly involved in the controversy then-current tern specified in Exhibit A,and pursuant to the terns of in which the decision was rendered. The remaining provisions shall this Paragraph, shall not obligate ChemWare to refund any amount be enforced to the maximum extent pennitted by applicable law. paid by Customer for this Agreement nor result in any liability, under 7.5. Neither party may assign any right, remedy, obligation, or any theory of law or equity, of ChemWare to Customer, other than to liability under this Agreement without the prior written consent of the provide Customer with all currently available Updates through the other party, which consent shall not be unreasonably withheld, date of termination. provided that ChemWare may, without the consent of Customer, but 6.5. Provided that the License Agreement remains in effect, then upon no less than thirty (30) days written notice, assign all, but not upon termination of this Agreement Customer shall be permitted to less than all, of its rights and obligations under this Agreement to a continue use of the Materials pursuant to the terns of the License third party purchaser of all or substantially all the assets or equity of Agreement. If the License Agreement has terminated. Customer shall ChemWare, or with which ChemWare affects a merger or business take such actions with respect to the Materials as required under the combination, provided any such third party agrees in writing to License Agreement upon its tennination. assume all obligations of ChemWare under this Agreement. 6.6. Notwithstanding termination of this Agreement, all 7.6. No tern or provision of this Agreement shall be deemed obligations related to Proprietary Rights under Paragraph 4, all waived and no breach excused unless such waiver or consent shall be disclaimers and limitations under Paragraphs 5 and 6.4,and the terns in writing and signed by the party claimed to have waived or in Paragraphs 3.5, 7.1,72, 7.3,7.4 and 7.6 shall remain in effect. consented. Failure to enforce any of the provisions of this Agreement 6.7. The terns of the Agreement shall renew automatically: in shall not be construed as a waiver of future rights to enforce the same such cases. onl% the prior tcrnl's Exhibit A will be superseded by a or other prov isions of this Agreement. re%ised Exhibit A for the rcnc(\al term. unlcs, other\%isc agrccd to h\ 7.7. Customer shall he entitk-Ld to Al hcnctit; of the cscro\\ the parnc,. arrangcmenth ChcmNA are has \N ith Busines> Records Management (1IRM"'. Pittsburgh. PA). or its successor sott\\arc cscroN company, so long as(i)Customer continuously reneNs this Agreement and pays in full any associated fees tier this Agreement_ and (ii) is not in CPA ('hoWA'are Auachmeut B Maintenance Support Agreement(1 29 10)_doc Pa_uc 3 M 5 Re, 02 02 10 ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT material breach of this Agreement or other written contract between source code from escrow, the source code may only be used as set ChemWare and Customer. The escrow agreement ChemWare has forth in the Software License Agreement and the Software with BRM entitles Customer, with the exceptions described above Maintenance Agreement, and for no other purpose and to no greater and with the exception of any third party software not owned and extent. Release of source code from escrow shall not terminate this controlled directly by ChemWare, to receive the source code in the Agreement nor cause waiver of any of ChemWare's or Chem Ware's event (iii) ChemWare no longer supports the software; (iv) successor's rights described by this Agreement. ChemWare has made an assignment for the benefit of creditors;or(v) ChemWare institutes or becomes subject to a liquidation or bankruptcy of any kind. In the event that Customer does access the IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. ChemWare,Inc. Organization Signed: Signed: L (SEAL) Print: Robert J.Whilehead Print: Title: Vice President Title: Date: ?i ti Date: APPM;A ROVED AS TO D LEGALITY_ ASSIS CITY T Y ATTORNEY Attested-by: Marty Hwdrix, ity Secretary C _ F�° 6 0 _;,;Ir.tiaci Authorizatioa 0 G Y�0 0o o° FY J»'C r aaa� X a� CF" ChemWare Attachment B Maintenance Support Agreement(1 29 10).doc Page 4,4i Rev.02 02 10 ' ATTACHMENT B—SOFTWARE MAINTENANCE AGREEMENT EXHIBIT A TO SOFTWARE MAINTENANCE AGREEMENT ' A. RATE SCHEDULE FOR SERVICES: ' d JAMB a of l5cririce Normal Working Hours at ChemWare Covered under this Agreement. Normal Working Hours,at Customer Site Other Service'; requires Technical Services Agreement. Emergency Hours, Support Staff Contacted No additional charge if resolvable without at ChemWare overtime. Emergency Hours, Requires On-Site Work, Requires Customer to establish in advance an Overtime or Support Staff Contacted Off- Emergency Support Option account.2 Site B. RESPONSE TIME OBJECTIVES: 1 �� :; r ._ .. Acknowledgement Immediate Immediate 10 hours 10 hours 10 hours Response 1 hour 4 hours 10 hours 2 days Other Service Temporary Fix I hour 2 days Not Applicable Not Applicable Other Service Software Update Next Update or Next Update or Next Update or Not Applicable Other Service General Release General Release General Release Down production System useability Issue not affecting System config- As defined in system;Oracle crash; compromised; low data delivery; pro- uration and control Paragraph 2.3: critical sample or priority samples or duction or parallel table setup;database printer setup; data processing data processing testing questions; information; general networking and halted. impacted; form implementation implementation hardware issues; failure or data halted during questions; enhance- custom work not Examples Description/ processing error. parallel testing; ment request. under warranty. bug with reason- able workaround or non-critical feature with no workaround; custom work under warranty. ' C. STANDARD SOFTWARE MAINTENANCE FEES: First Year Maintenance:There shall be no charge to Customer for the first year's maintenance. ❑O Software maintenance fee for the Software and Documentation,at$0.00 © Software maintenance fee for the Database,at$ 0.00 Each Renewal Period: The maintenance fee for the first annual renewal period shall be$34,408.00;thereafter the renewal tee shall not increase except as allowed under the terms of Paragraph 3 of this Agreement. A renewal notice and quotation for fees to renew this Agreement shall be provided to Customer no later than sixty (60) days prior to the expiration of the then-current tern. An invoice for renewal fees shall be provided to Customer no later than thirty(30)days prior to expiration, and shall be payable on the date the new agreement commences. Unless otherwise agreed to by the parties, the terns of the Agreement shall renex% automatically: in such cases.onh the prior term's Exhibit A will be superseded by a revised Exhibit A for the renewal term. ' See Paragraph 2 1 and Technical Seri ices 4greemenl tin applicable term,and rate. See NHH chenmarc cmn fm applicable term,and raic,. ('FW('hemW'are Attachment n Maintenance Support Aereemem(I 29 IO),doc Pace 5 of? Re,.02 02 10 Statement of Work HORIZONO LABORATORY INFORMATION MANAGEMENT Prepared for: City of Fort Worth Date: September 30,2009 — Filename: Statement of Work—Ft Worth LSD 200909_Rev2.doc Version 2.0 Draft Document ' ChemWare Contact: Conor Ward cward@chemware.com 900 Ridgefield Drive,Suite 150 t Raleigh,NC 27609 919.855.8716 x227 I www.chemware.com 1.0 Revision History Al I A(H!11E.S'"I_('_S"f AI ENI EN"I OF NN ORKA)O( PAGE I of 30 RE%.2/2/2010 Sec. Rev No. Description of Change Author Eff. Date 0.0 All Initial creation of Project Implementation R. Whitehead 10/19/2006 Summary template for summarizing scope C. Ward of work, deliverables, and related professional services required by ' ChemWare to deploy HORIZON LIMS. 1.0 All Draft of Statement of Work document for J. Jenkins 09/23/2009 specific City of Fort Worth project. i2.0 4&5 Renamed Section 4 to "Scope of Work" and C. Ward 9/30/2009 incorporated tasks from Section 5 into ' section 4 to remove any ambiguity. Renumbered all subsequent sections. ' Removed Requirements Matrix from SOW App F —will be included as a separate attachment to the contract. t 1 1 AT]'A('HMENT_('_Sl-ATEM ENT OF N ORK.DO( PACE2 OF 30 RE\'.2/2/2010 2.0 Purpose The purpose of this Statement of Work document is to establish a mutual understanding of the project methodology, resources, scope of work, timelines, risks, and assumptions. This document is not intended to provide the level of detail included in the detailed requirements analysis report. The Statement of Work sets the expectations for all members of the Project Team, itemizes the business functionality requirements of the City of Fort Worth's Laboratory Services Division project tasks and deliverables, the technical environment (e.g. instrumentation), and the procedures by which the City accepts each deliverable. 1 1 I All A('N M FN"I'CSIATFPIFN"F OF WORK.MH PAGF3 OF 30 RF\-.2/2/2010 3.0 Teams and Management This section outlines the roles and responsibilities for the City and ChemWare staff. 3.1 Project Team Organization HORIZON Implementation Project Organization Jason Asher Project Director/ Project Sponsor Technical Lead Kevin Carter Project Manager Team Lead Sherri Kirklin Implementation Specialist System Administrator Wendy Elliott-Smith Development Team Support City IT Technical Lead Bill Steltenpohl Engineering/Integration Support Laboratory Business Process Expert Robin Gray ' Technical Support/Training Client Services Process Expert ' Figure 1: Project Team organization chart .A 1 T:\('RAIF.VI_('_SI ATF.\I FN'1 OF%%'ORA.DO(' PAGF4 OF 30 RF.\'.2/2/2010 3.1.1 ChemWare Project Team 3.1.1.1 Project Director/Technical Lead The Project Director is 100%responsible for the oversight of the project and will coordinate all ChemWare team resources. Any issue that cannot be satisfactorily resolved by the Project Manager is escalated to the Project Director. 3.1.1.2 Project Manager The Project Manager is responsible for managing the day-to day activities of the project and for tracking the completion of all tasks listed in the Implementation Plan. The Project Manager will oversee every task and deliverable for your project, ensuring that the proper resources are allocated and the project remains on schedule and on budget. The time ' required for completing the implementation depends in some part on key strategic decisions made within the laboratory. To mitigate this risk, the Project Manager will meet with the laboratory staff to determine jointly how best to utilize the available laboratory ' resources. Periodic reports will be filed with your LIMS Administrator and/or other appropriate personnel, highlighting key milestones achieved during the prior period and summarizing any open issues to be resolved during the next period. The Project Manager will alert the laboratory if there is any indication that your project objectives may not be met, and she has the authority to mobilize additional ChemWare resources, if necessary. Should any customization or special programming be required, the PM will initiate the Request for Services or Software Change (RSSC)process (described in a later section). The RSSC is then reviewed and approved by the applicable Development Team Support representative and the City's Team Lead before any work commences. If the RSSC pertains to services or changes beyond the original scope of work, any additional costs will be identified on the RSSC. ' The Project Manager will prepare and deliver a monthly progress report. A Project Financial Summary will also be supplied detailing how much of the purchased software/services have been delivered to date. This report will be delivered to the City during the monthly and executive ' progress update meetings. 3.1.1.3 Implementation Specialist ' The Implementation Specialist is the primary onsite resource for the implementation. The Implementation Specialist is responsible for the interpretation and translation of the laboratory's business rules into the test codes, workflow, rules and related configuration settings required by HORIZON to execute these business rules. The Implementation Specialist will coordinate her efforts with the Project Manager in order to insure that key milestone deliverables are achieved. The Implementation Specialist will also participate in the onsite progress update meetings. 3.1.1.4 Support Staff Additional subject matter experts, including support staff from the Development Department, Engineering and Help Desk, will be called upon to perform specific tasks as necessary. A ChemWare engineer will perform the physical installation at the Centralized Water Laboratory. but Water IT engineering support staff will need to be available on- site to work with ChemWare staff(preferably side-by-side) during the installation A]I A(HNIEN'T_(_STATEMEN'(OF%N ORA.DO( PAGES OF 30 RE%'.2/2/2010 process. ChemWare engineers will also provide assistance in the software integration portions of the implementation and will serve as subject matter experts for special integration issues that may arise. Specifically, the engineer will focus on the integration of the Scientific Data Management module and instrument interfacing. ' The Help Desk handles routine technical support requests (not project-specific strategic decisions, which should be directed to the Project Manager) for both production and implementation customers, conducts System Administration I and 11/III training, logs Software Change Requests (SCRs) for product defects and enhancement requests, logs and tracks all Technical Support Requests (TSRs) and supports other ChemWare Project ' Team members as needed. At any given time, there are usually 3-6 staff manning the Help Desk during normal business hours. The Director of Software Development at ChemWare oversees all aspects of the software ' life cycle, ensuring the proper quality processes are in place for custom software releases. All other Project Management, Engineering, and Help Desk staff report to the Director of Professional Services. 3.1.2 The City's Project Team and Roles The City will assemble a Project Team to include, at a minimum, the following resources: 3.1.2.1 Project Sponsor and Stakeholders The Project Sponsor and Stakeholders are the people who monitor the project from a high ' level, making sure the project is progressing as expected and meets all objectives. These Stakeholders remain informed of general progress and are alerted to critical obstacles that may require a change in strategy, additional resources, or other intervention. 3.1.2.2 Team Lead The Team Lead serves as the laboratory's internal project manager. He/she coordinates ' the City's Project Team by managing individual tasks of the project, resources, budget, and risks. 3.1.2.3 System Administrator tThe System Administrator configures HORIZON to fit the laboratory's individual needs. This primarily involves table configuration (defining product/test codes, workflows, ' QC/action limits, etc.) and user security configuration; therefore, a working knowledge of the laboratory's operation and technologies is essential. While ChemWare trains the System Administrator, the individual should have strong computer (PC) skills, and be ' able to think logically and critically. System Administrators should have demonstrated experience in managing projects of similar scope, be able to communicate effectively across all levels of the Project Team and be proactive in troubleshooting and taking ' corrective actions based on ChemWare and user feedback. System Administrators with SQL or related programming experience will be able to add advanced automation capabilities and further customize the system through HORIZON's Application ' Programming Interface. Visual Basic and/or Actuate® development experience is important if the System Administrator will develop custom reports for the laboratory or is making major modifications to the off-the-shelf reports delivered with the system. ATTA(HNIENT CSTATEN]ENT OE%N'ORK.DO( PAGE.60F30 REN.2/2/2010 3.1.2.4 Information Technology Resource The Water Information Technology Division should assign an IT professional to the project. The IT resource is tasked with installing workstations and servers, providing maintenance and installing upgrades. This individual must be able to: • maintain the laboratory's network; • maintain the server and individual workstations; • install software; • install and configure printers, instruments, and other hardware. 3.1.2.5 Laboratory/operations/Business Rules Resource ' A person with extensive knowledge of the laboratory operation is vital to the project. The City requires one or more such resources familiar with laboratory processes, including: • workflow and business rules; ' • sample batching criteria(hatching rules, quality control, etc); • sample analysis information (analytes, methods, procedures, etc); • data reduction rules (significant figures/rounding, data formats, etc); • reporting specifications (electronic and final data reports); • regulatory requirements. 3.1.2.6 Client Services/Business Analyst A client services, project manager, or senior business analyst resource involved in the early stages of project ensures a smooth transition—for both laboratory operation and its customers—as the City launches HORIZON. This resource configures, or provides the System Administrator with, the following information: • client and profile hierarchy and organization; • pricing and invoicing details; ' • customer contact information (names, addresses, etc); • reporting specifications; • project contractual requirements and/or data quality objectives. 3.2 Communication Plan and Service The Project Manager is responsible for all team communications. Project communication ensures that all members of the City's LIMS Team and ChemWare"s Project team remain informed and keep the project on target from start to finish. Frequent communication identifies risks, resolves obstacles, and keeps critical paths in the spotlight. The Project Manager will establish with the City's team a communication plan that determines the frequency, forum, and attendees for recurring meetings and information to be distributed and the distribution list. This plan will include provisions and commitments to the monthly management meeting and regular project status calls with written minutes. AT]A('NMENT(' S1 A]EMEN 1.OE NORK.MH PAGE7 OF 30 RE.\'.2/2/2010 3.2.1 Technical Support Request Logging and Tracking The Maintenance and Support Agreement describes the technical support services ChemWare provides at no additional charge (beyond the annual Maintenance fee commencing after the warranty period). ChemWare uses a formal tracking process to ensure successful completion of projects. In the event that an issue requires a software change, ChemWare project personnel will file a Software Change Request (SCR). SCRs have a severity priority assigned by ChemWare. The City is then provided with promise dates for each SCR that impacts their project. The SCRs are tracked by the Project Manager to ensure the project timeline. The Project Manager is responsible for identifying and reporting all such SCR and Technical Support Request (TSR) issues to the City. For routine inquiries to the Help Desk, a TSR is initiated in the tracking system, and ' assigned a ticket number, owner and priority. The priority system is described in the final contract between ChemWare and the City. If the issue is the result of a software defect that renders the software unusable(e.g., down production system, database crash, critical tsample or data processing halted), the TSR is characterized as Priority 1 and all commercially reasonable measures are extended to resolve the issue as quickly as possible, according to the terms of the final contract. All members of the ChemWare Project Team and Development Team have access to the tracking system, and may respond or augment the TSR during its lifecycle. The City's Team Leader is provided the TSR ticket number for further reference. 3.2.2 Service Requests and Escalation The Project Director and the City's Project Sponsor must authorize any major changes to the Project the Scope of Work. In the event an issue results in a request to change the software, ChemWare project personnel will initiate a Software Change Request (SCR), which is reviewed and prioritized by the Development Team, Support representative and Director of Software Development. If the SCR results in customization or special programming, a Request for Services or Software Change (RSSC) is initiated as well. ' The City is provided a response and/or delivery commitment date (and affected software release/version) for each SCR and RSSC (if applicable) that impacts the project. The Project Manager tracks the SCR/RSSC against these commitments. The Project Manager is responsible for properly assigning team resources to tasks, tracking the progress of resources against the Project Plan timeline, verifying the quality of the work products and identifying and reporting issues to the Project Director and the City's Project Sponsor. as appropriate. 3.2.3 Request for Services or Software Change The Maintenance and Support Agreement describes the "Other Services"' not covered by the Agreement. All Centralized Water and Waste Water Laboratory-specific systems integration, customization and special programming tasks will be described through a RSSC (see 3.3.2 above). The objective is to properly document the requirements and expected outcome of the service and to make sure the client understands and approves of any additional costs involved. if applicable. Service labor rates are detailed in the final contract. Al I'A("IM F.NT C' 1TAIE%IE1'"I"OF NIORA.MH PAGE8 OF 30 RE%.2/2/2010 Regardless of how detailed the specifications the potential always exists that an unforeseen or new requirement will arise during the implementation. Should the Project Sponsor decide that a moderate increase in the timeline and budget is an acceptable tradeoff for the improvement in functionality, convenience, or automation, the RSSC process will be followed. In some cases, the RSSC is originated from a new idea about how to enhance or extend the system, and the customer is willing to wait for the enhancement in a general product release. If ChemWare provides such an enhancement, there is no additional cost involved (beyond the annual maintenance fee). All RSSCs are assigned an SCR number and tracked in the same system as the TSRs. 3.3 Risk Management ' The Project Manager will establish, with the City's Team Leader, a communication plan that determines the frequency, forum and attendees for recurring meetings and ' information to be distributed and distribution list. The Software Change Request (SCR) process ensures that proper priority is given to any issues that may arise. The SCR process is complemented by ChemWare's standard procedures for updating customers on project status, key milestones and SCRs should they exist. The time required for completing the implementation depends in some part on key strategic decisions made within the laboratory. To mitigate this risk, the ChemWare project management staff will meet with the City's LIMS Team to determine jointly how best to utilize the available City resources. The project plan will document the specific strategies, deliverables and tasks for both ChemWare and the City's LIMS Team Members. Anticipated risks at this time include: • Limited information about laboratory business processes, for example, the ' reviews and approvals process; • Interfacing instruments connected to computers utilizing operating systems that pre-date Windows 2000 not suitable for RS232 communications; • Data migration efforts hold many unknowns until the data set to be migrated is inspected and key decisions made about its relevance to the new system; ' • Limited information about reports and reporting formats provided; • Availability of City resources assigned to the project throughout the implementation process. ® Chem Ware's ability to meet project requirements is based upon the following ■ assumptions: • The City will supply an adequately staffed, capable and appropriately dedicated project team to actively participate in this Project, including: meeting attendance and participation, software deployment. use case development. acceptance testing and effective communication with the ChemWare project team. A I I A(a NTENT_('_S1 A I ENI VNT or%N ORS.UOC PAG R9 of 30 R E\.2/2/2010 • The minimum hardware and software requirements have been met, prior to ChemWare Professional Services staff arriving on-site for system installation. • All workstations and all instruments to be interfaced with HORIZON are capable of writing ASCII output files to a common network drive accessible by the HORIZON server or can be connected to a PC via an RS232 cable. 3.4 Change Orders The following is a summary of the internal processes for initiating and tracking change requests (as detailed in a previous section): 1. The ChemWare Project Manager completes a Request for Services or Software Change (RSSC) for any services requiring detailed, site-specific specifications and documentation. 2. Jointly, the ChemWare Project Manager and the City's LIMS Project Team Leader evaluate the RSSC for impact on the Project timeline, cost and level of ' effort to execute the RSSC. 3. The RSSC form is finalized, and either approved or denied, in writing, by the ChemWare Project Manager and the City's LIMS Project Team Leader. 4. All completed RSSC forms are entered into the ChemWare tracking system and assigned a tracking number and owner. The owner is responsible for delivering the resolution to the the City's LIMS Project Team and closing the issue as expeditiously as possible. 5. The ChemWare Project Manager adjusts the Project Plan to reflect the impact of the approved RSSC, if applicable. 6. The ChemWare Project Manager notifies the appropriate ChemWare and City resources of any approved or denied RSSCs. AIIA(11NIENIj_SIA]ENIENIorNbRK.u0c P%GE 10 OF 30 RE%.2/2/2010 4.0 Scope of Work 4.1 Approach ChemWare is recommending a Shared Resources approach for this project. With the Shared Resources approach, ChemWare and the customer select representative test methods and workflows for ChemWare to use as configuration models. ChemWare completes the configuration and trains the customer to "clone"these models to analogous methods and workflows. A similar approach is used for configuring clients and projects in the LIMS, for batch rules and templates, and for business rules used in data reduction (e.g., significant figures rules, reporting rules relative to cutoffs or detection limits, etc.). ChemWare configures a representative suite of instrument interfaces and delivers off-the- shelf operations and final reports. The customer uses the same tools and techniques used ' by ChemWare to expand this effort over the full breadth of instrumentation and deliverables. Advanced automation used to alert users on certain conditions (e.g., sample receiving conditions, batch QC failures, sample result conditions compared to action ' limits, etc.),to flag/qualify test results and to reflex or reschedule analytical procedures based on test outcomes, can be added by the customer during the final part of the implementation. 4.1.1 Project Tools The primary project management tools to be used in the project are: • Microsoft Outlook 2008 for e-mail communication and meeting/conference scheduling • Microsoft Project 2008 for implementation planning and tracking (Gantt charts) • Microsoft Visio 2008 for process and workflow diagrams ' • Office 2008 Suite for project report word processing and spreadsheet attachments • The primary testing/troubleshooting/development tools used in the project are: ' • SQL*Plus • Import/Export • SQL*Loader ' • SQL*Developer • Toad (Quest Software, Inc.) 4.2 Project Schedule Phase 1 is comprised of the replacement of legacy system functions, providing no less than 1 current level of automation, full compliance with applicable regulatory requirements and major improvements upon organization's interfacing, data management and reporting capabilities. The second phase of the project adds the advanced automation functionality to the system and integrates any business functions that are not considered "critical" at the outset. With this approach in mind. the project schedule can be outlined as: Project kickoff meeting AT7'A('HNIEST_(_S'I AT EM EN OF NORA.DO( PAGE II OF 30 KE%.2/2/2010 ➢ Communication planning for all stakeholders ➢ Completed installation qualification checklists ➢ Project management coordination/Orientation site visit ➢ Resource planning, ➢ Assignment of roles and responsibilities ➢ Documentation of Change Management process ➢ Project plan document and acceptance check-list ➢ System Administrator I Training ➢ System configuration and ongoing stakeholder reviews ➢ Interface planning and development for instruments and systems ➢ Data migration activities(legacy LABWORKS data) ' ➢ Report development and delivery ➢ User and System Acceptance Test planning ➢ End-user Training ➢ Parallel Testing ➢ Final System Acceptance signoff(90-day warranty period) ➢ Go-Live assistance ➢ Ongoing support subsequent to warrant period 4.3 Project Kickoff This stage involves building a working relationship between the ChemWare and the City's LIMS Project Team members. The laboratory's Team Leader kicks off the project internally with the Project Team to review implementation objectives, timelines and ' assignment of resources well ahead of the LIMS installation. This Statement of Work document is typically distributed to, and reviewed by, the Project Team. The ChemWare Project Manager conducts a project launch with the the City's LIMS Project Team Leader and/or entire Project Team to review the implementation process and identify next steps. Considerations during the Project Launch phase include: • Review of hardware requirements, procurement, and expected arrival dates • Schedule system installation task(s) • Review the communication plan and detailed project work plan 1 4.3.1 Formalized Communication Plan The ChemWare Project Manager and the City's LIMS Protect Team Leader establish a communication plan that tits the scope of the project. Considerations include: AT'IM 11!11Fh'T (' IATF.\iFN'T OF\\ORA.DO( PAGE12 OF 30 RF\'.2/2/2010 • The frequency, forum, and attendees for recurring meetings • Information to be distributed and distribution list • Engagement and periodic oversight by top laboratory management 4.4 Strategic Planning This phase involves significant strategic planning and gathering of details about the laboratory and its workflow. During this time, each team member should identify any gaps between the requirements and HORIZON's initial ("base") configuration. A strategic planning checklist assists the Project Team in the completion of this task. 4.4.1 Orientation Site Visit The Project Manager and the Implementation Specialist travel to review the laboratory operation and the scope of work required. During this phase of the project, the System Administrator and Project Team develop a familiarity with HORIZON's terminology and workflow. The Project Manager, Implementation Specialist, and the City's LIMS Project Team Leader work together to finalize the Implementation Plan and timelines. Sub-tasks include: • Finalize scope of the Implementation Plan • Complete HORIZON LIMS Orientation Training Prerequisite: System Installation is complete. During this time, the System Administrator continues become familiar with HORIZON's initial configuration and core functions. This serves to better understand the baseline provided so that the System Configuration stage can commence as quickly as possible. Should ChemWare find that additional automation enhancements could be provided to optimize the laboratory's operation, based on business rules or work conditions, which are specific to the Centralized Water and Waste Water Laboratory, it will be up to the City's LIMS Project Team to determine if those enhancements are desired or necessary. 4.4.2 Formal Project Plan In this stage of the project, a formal Implementation Plan and Schedule will be developed with the input of the City's LIMS Project Team Leader. Included in the Implementation Plan is a Gantt chart, with a breakdown of project milestones, responsibilities and key deliverables. The Implementation Plan Gantt Chart will include at minimum: the items in Section 4.2, all milestone deliverables, all phases and tasks contained within Section 4 of this document, and all milestone payment items. The schedule will be comprehensive and demonstrate the shared resources execution of the project. The ChemWare Project Manager will issue a final version of the schedule within one week of the orientation site visit and will maintain and update this schedule for the duration of the project. At minimum, the schedule must be updated and reflect then-current project progress and expectations for each bi-monthly project meeting. AT]A('RMENT CSI A]E1(ER F OF NORK.IH)( PAGEBOF30 RE\'.2/2/2010 Considerations during the Strategic Planning phase include: • Understand HORIZON sample flow • Determine the laboratory's workflow needs • Investigate laboratory procedures • Work with Project Team to develop Acceptance Test Plan Checklist • Create Work Breakdown Structure • Develop Gantt chart 4.5 System Administrator I Training This introductory class explains the function and operation of each online transaction ' from a user's perspective. The system administrator learns basic HORIZON concepts and how samples flow from start to finish. Demonstration of how the underlying system parameters control HORIZON's operation sheds insight into the system's capabilities. ' These parameters are configurable by the laboratory. The training shows how the HORIZON Rules Engine maintains these parameters. The System Administrator I class also addresses the correct approach for testing the parameter settings and releasing new settings from the test database into the production database. Worksheets are provided to aid in the information gathering process that yields the data to model the methods and load these parameter values. Upon completion of the class, the attendee is prepared to return to the laboratory and start configuring the LIMS. Since HORIZON is pre- configured with several hundred EPA, ASTM, microbiology and related methods, the initial goal is to retain and modify these particular methods for the laboratory's own use. The System Administrator I Course will be conducted at the City's training facility. The following table summarizes some of the topics included in the System Administrator ' I course. System Administrator I Description Topics Introductory HORIZON Control table relationships and basics administrator course that Detection limits, control limits and standards ' outlines procedures for LIMS HRM-Actuate Administrator perspective configuration, maintenance and optimization. HORIZON Data Management (HDM): End-user ' perspective Client/Project setup: Configuration assistance Analysis code validation ' Introduction to database structures 4.6 System Configuration This portion of the project is where the business rules, test code definitions, and clients/projects are configured in HORIZON. Data review and approval requirements are defined throughout the system. The LIMS is integrated with external systems and instruments, and both internal operations and final data reports are specified and A]IA(11NIF11(' S1 A I LNIHN I of NbRK.00/ PAGE14 OF 30 RL%.2/2/2010 developed to meet end-user and data consumer needs. Security settings and user security roles and privileges are configured. The system is readied for parallel and acceptance testing. 4.6.1 Test Code(Acode)Definitions This task requires careful planning and execution as acodes drive much of the system behavior and function. Naming conventions and laboratory workflow are considerations in acode development. Since HORIZON manages administrative units of work in the same manner as laboratory analyses, these tasks and work processes will be defined as well. Other acode components include: compound lists, detection limits, analysis price (or cost), and exceptions to normal processing (when results don't meet certain criteria). The list of test methods in Attachment H forms the basis of the scope of work with ' respect to this task. The LIMS Business and Technical Functionality Requirements matrix provides additional workflow and business rules that must also be incorporated in the LIMS configuration. This task includes configuration of the data entry templates for manual tests/procedures (such as wet chemistries), along with any calculations necessary to compute all test results, whether manually or automatically captured via an instrument interface. 4.6.2 Batch Rules/Templates HORIZON builds batches, selecting the samples to be placed in a batch based on pre- defined criteria. Batch rule definitions set forth the manner in which samples are selected for the batch, the maximum number of samples in a batch, the type and distribution of QA/QC samples and other organizational relationships. Batches can be built using criteria such as project or sample delivery group, or as cloned batches so the instrumentation batch is aligned identically to the preparation batch. HORIZON permanently maintains the relationship(s) between QC samples/controls and test samples. ' The worklist, which is the hardcopy representation of a batch, must be formatted. A download file can optionally be created as the batch is built, so that the tray or run ' sequence, including demographic data, is sent to the instrument data system. 4.6.3 Project/Profile Setup More than just client names and addresses, Project and Profile setup includes information on specific contracts, projects, programs, or studies being conducted by the laboratory, including: reporting limits, data quality objectives (QA/QC requirements, down to the analyte level), report recipients, report delivery options, result/report formats and any specific exceptions from standard protocols. Significant input is required from client services and project management staff in order to properly model these project /profiles. Once several are modeled, the clients and their individual profiles and line items can be quickly cloned and renamed to build out the remaining configuration. 4.6.4 Calculations/Triggers Custom calculations (not to be confused with general results calculations from manually or automatically captured test results) and database triggers can be developed to provide for nearly any type of system update or action desired with no impact to the HORIZON AiIUIINI N V( NIENIOFNIORK.DO( PAGE ISOF30 Rv%.2/2/2010 source code. Custom action triggers can be set up to fire during key events in LIMS: ' sample login, results entry, results approval, batch release, sample completion, etc. Calculations may contain logic or advanced math functions to compute or derive new values from the combination of two or more other values (whether or not on the same sample), or to interrogate results or samples for the presence/absence of certain conditions or comparison to criteria. If underlying analytical results are edited, any associated calculation will re-fire to create an updated computed/derived result, under full ' audit trail. HORIZON is delivered with over one hundred example calculations and triggers. These ' vary in complexity, but the laboratory's system administrator or Water IT programming staff with SQL skills can easily tailor these exposed programs for Laboratory Services Division specific circumstances. ' 4.7 Ongoing Status Reports 4.7.1 Weekly Status Reports ChemWare will establish a weekly meeting time so that all members of the project team are kept up to date on the latest progress. This meeting time will primarily be used for discussing any issues that have come up, devising solutions to those issues, and assigning the resource(s) necessary to implement the solution. ChemWare will issue a weekly report after each of these meetings, which will summarize the progress, conclusions, and t next steps. ChemWare uses a program called Projector to track the overall implementation status and reconcile the associated project costs. 4.7.2 Monthly Management/Financial Reports ChemWare will supply a monthly progress report which will cover progress for the past ' month and plans/tasks for the future month. In some cases, a table of action items may be included to highlight the responsibilities for the upcoming month. In conjunction with the monthly progress report, a Project Financial Summary will be supplied detailing how much of the purchased software/services have been delivered to date. This report will be delivered to the City by the Project Manager during the monthly and executive progress update meetings. 4.8 Data Migration The data migration effort potentially carries significant project risk; the scope of work ' may involve 5-10 days of labor or it may require 60 days of effort—this will not be ascertainable until all of the historical records for migration, in all of their varieties of formats, and the media/application types (hardcopy, Excel, Access, etc.) are presented to ChemWare for inspection. The following approach (outlined in Figures 2 and 3 below) would typically require 1-4 man-weeks of ChemWare effort, and is the approach proposed for this project pending further discussion. ' Export/extract the data from the legacy LIMS into a separate new LIMS tablespace: The data structures/relationships in the legacy LIMS would be mapped to a new t tablespace in the HORIZON database. The legacy samples cannot be queried from within the new LIMS interface, however, the data are available to report writer All:A('HNIEN7 ( ST'ATEAI ENT OF NORK.HO( PAGE 16 0E 30 RE\'.2/2/2011) queries/reports. With most LIMS products, the queries/reports must be developed/customized to attach to the new LIMS database/tablespace as well as the new tablespace created for the legacy data. With HORIZON, customization would be confined to a"wrapper" on the Data Layer, a normalized set of data objects against which all queries/reports are written. An"Historical Report" calls the "wrapper," which establishes whether the sample(s) of interest exist in both tablespaces, and if so, Data Layers from each tablespace are populated and merged into a new Data Layer. ' The Historical Report displays reportable results and associated demographic data in a common format, on a sample-by-sample basis (i.e., not associated with a ' workorder/job in LabWorks or HORIZON), regardless of the data source. The Historical Report displays batch IDs associated with the legacy sample data (where available), and can be generated to display QC sample data in the same format as ' actual field sample data. The batch IDs serve to maintain traceability between the field samples and internal lab QC samples, although the Historical Report will not automatically determine the QC relationships and display the field sample data with their associated QC data in the same report (since the QC "thread" for the legacy LIMS data will be nearly impossible to deduce and maintain in the new tablespace). The remaining suite of off-the-shelf reports and queries would not require ' modification, and would continue to query the HORIZON Data Layer only. The City could modify these reports to query the "wrapper" instead, if desired. ChemWare would prescribe the format of the legacy LIMS data so that the City could develop a script to extract the data and populate the new tablespace, or manually enter the data if programming skills were not available. i 1 ATTA('HMENT CS7:ATEMENTOFN'ORK.DO( PACE170F30 RE\'.2/2/2010 a HORIZON Data Layer for LabViorks UM LabWbrks LMS:S 4/39020 cPNDatalayleri MW-1 Merged Data Layer:>411/20120 --- MW-1 objDatalaiw3 --- } - MW-1 MW-1 MW-1 Historical Reporting r— MWI tWIMta layer,where= - - MWI =X i r--- MWI objDatalayer3 HoR�oN LMS:>4,/3/2010 MW-1 cMl)atalayerz - MW-1 Figure 2: An Historical Report is generated for Sample MW-1.The LabWorks Data Layer code and HORIZON Data Layer code are identical; the report code queries a custom "wrapper"that populates these Data Layers and creates a new(merged) Data Layer when a sample(MW-1 in this case) exists in both the legacy and new LIMS tablespaces. AI I'A(-IMEN I' ( S I I'LNIFN'I OF\\ORK.I)O( PAGE 18 OF 30 Rf;\'.2/2/2010 The individual HORIZON and LabWorks Data Layers are populated, generating unique table IDs with the following methods: declare myHORIZONDataLayer horizon.objDataLayer; myLabWorksDataLayer labworks.objDataLayer; begin myHORIZONDataLayer := horizon.objDataLayer( 'SAMPLE' ,null, 'to char(collect date, "MM/DD/YYYY" ) = "05/18/2008 " ' ,null,horizon.objUser( 'chemware' ) ) ; myLabWorksDataLayer := labworks.objDataLayer( 'SAMPLE' ,null, to char(collect date, "MM/DD/YYYY" ) = "06/26/2009" ' ,null, labworks.objUser( 'chemware' ) ) ; ' dbms_output.put_line( ' HORIZON table id myHORIZONDataLayer.tblinsert) ; dbms_output.put_line( ' LabWorks table id myLabWorksDataLayer.tblinsert) ; end; The results are then selected usin g the IDs generated above: select s lab sam le id s.collect p date from tblDataLayer d, table(d.dl.samples) s where d.id = 25 union ' select s.lab_sample_id, s.collect_date from horizon.tblDataLayer d, table(d.dl.samples) s where d.id = 4 The query returns the combined result set: LAB SAMPLE ID COLLECT DATE Figure 3: The"merged" Data Layer is created from the individual LabWorks and HORIZON Data Layers containing "historical"and "new"data, respectively,from samples MW-01, MW-02, and MW-03. ATTA('H NIEN (' S I:ATEMF:4'1 OF NN'ORK.DO( PA(:F:19 OF 30 RFN'.2/2/2010 4.9 Instrument and Other Interfaces Before the LIMS can understand the output from the instrument, a physical map must be created so that HORIZON can translate the instrument output and associate the information with the correct LIMS objects. Two different techniques are commonly used based on the capabilities and limitations of the instrument and/or associated data system. Attachment G includes a list of instruments to be interfaced during the implementation and the specific techniques proposed. ChemWare's specification includes an average services cost for our configuration of specified interfaces; some interfaces may require more effort and some less effort, but the extended price is a not-to-exceed amount. Associated interface software licenses are itemized separately. HORIZON expects certain types of data to be uploaded through the instrument interface. ' For example, one technique for validating the uploaded data is for the upload program to check the batch number associated with the instrument run sequence. In some cases, ChemWare may recommend that the instrument output be modified prior to interfacing, ' if possible, to include these types of data. HORIZON will also be interfaced to the City's pretreatment system. Details of the interface, which may take the form of a LIMS file export, will be defined during initial project activities. 4.9.1 HORIZON Data Management The preferred interfacing technique uses the Waters/NuGenesiso print-to-database and extraction template technology included in the HORIZON Data Management software suite. Instruments with modern (Windows 2000 or higher) operating systems and data systems utilizing Windows-based print drivers (Unix printing solutions are also available), and which generate graphical analytical output in tabular or columnar format, are readily interfaced using this technique. An electronic image of the instrument output is captured and simultaneously extracted into XML; the resulting XML containing the analytical results is processed into the Autopost Pipe by an automated agent running on ' the LIMS server. Consequently, the analytical results in the LIMS are directly traceable to the instrument's printed output. ChemWare will deliver ten (5) HDM extraction template interfaces and HDM-Vision licenses for up to 15 named users to use the print-to-database SDMS technology (including anyone printing to the SDMS database, or querying/viewing records from the SDMS database, whether through HORIZON's interface or directly through the Waters/NuGenesis SDMS interface). 4.9.2 Labtronics LimsLink® Instruments with irregularly formatted output (e.g., not in columnar/tabular format, headers missing on multi-page outputs, text wrapping, auto-adjusted formats, unpredictable data value lengths or terminations, etc.) or capable of generating only a text file or RS232 data stream, are routinely interfaced using LimsLink. This technique is also used for instruments with older operating systems that cant be upgraded (e.g.. because of firmware limitations), and in some cases. for instruments that print test results for the A "1:1(R MEN I_C_S I A]E%1:N'1 OF NORA.UO( PAGE20 OF 30 RF\'.2/2/2010 entire run sequence only at the conclusion of the sequence (i.e., not on a sample-by- sample basis). Labtronic's Collect"rm is the preferred interfacing technology for capturing readings from any balance or scale equipped with an RS232 port. CollectTM supports bi-directional commands and provides a simple to use solution for automation of weighing applications. ChemWare will deliver five (5) LimsLink interfaces utilizing the licenses owned by the laboratory. 4.10 Advanced LIMS Administrator Training Additional training sessions allow LIMS Administrators to enhance their knowledge of HORIZON and extend the core features of the LIMS. Training includes database ' structures and data definitions, custom action triggers, condition codes, cosmetic report changes, instrument interfacing, and other advanced topics developed of interest for attendees. Advanced LIMS Administrator training will be conducted onsite at the City's ' training facility. The following table summarizes some of the topics included in the Advanced System Administrator course. Advanced System Administrator Training Description Topics Advanced training in concepts Custom triggers and calculations designed to extend system Database structures functionality using callable Condition codes and facades database procedures and administrator tools. HORIZON's built-in result calculations Financials HDM integration HDM Extraction Template Builder 4.11 Report Development& Delivery The HORIZON Report Manager-Actuate module includes all the Web Portal functionality, the "reporting engine,"and the "report encyclopedia" that contains the off- the-shelf reports developed and distributed by ChemWare with the current release (see A D), as well as any additional reports the City develops on its own. The HORIZON Web Portal, included with the Report Manager-Actuate module. includes a'-single sign-on" security layer that bypasses the native Actuate Portal logon process. The HORIZON Web Portal will reside in the City's network DMZ and access authentication credentials through an encrypted web service that communicates with HORIZON's database. There is no direct connection to the database, which resides inside the City's firewall. The LIMS user can launch reports by submitting a job in HORIZON without being prompted again by the Actuate logon. A'I"I A('R NIE N F(_S It I ENI ENI OF NORA.D()( PA(;E21 OF 30 REN.2/2/2010 a a The scope of work for this project is based on delivering the custom reports described in Attachment I, as well as training the City's staff to perform customization to the off-the- shelf reports and to create new reports as required. Out-of-scope report customization can be covered with ChemWare under a RSSC. This task assumes the City will be reasonably flexible in its report design requirements unless the report (such as the DMR) must conform to a regulatory-required format. In other words, ChemWare will have reports that address the information needs described by the samples provided with the RFP, and assumes that it is not the City's intent that these reports be reengineered just so they look identical to its legacy reports. ChemWare has also included a budget to provide up to 10 days of report and EDD configuration services, to be applied at the City's discretion toward any modifications the City wishes to make to the reports in this suite. t4.12 Advanced Report Writer Training ' This course is intended for system administrators and/or power users with a basic familiarity of Visual Basic® and/or other report writing and data querying tools, such as Microsoft Access° or Crystal Reports°. Additionally, attendees are expected to have participated in the prerequisite System Administrator Training courses and have a working understanding of the database schema. This course also focuses on the Web Portal architecture and administration, as well as the various strategies for deploying and managing an enterprise reporting solution. The following table summarizes some of the topics included in the Advanced Report Writer training course. HORIZON Report Manager-Actuate Description Topics Advanced report writer training Actuate overview for system administrators and Report design ' power users that want to create Creating SQL queries their own Actuate reports or customize those provided by Building information objects ChemWare. Using HORIZON stored procedures Administering the report server Advanced HORIZON reports 4.13 End User Training Hands-on training is given to end-users to facilitate their transition to HORIZON. Specific work tasks are explained and demonstrated so that the learning curve for system users is minimized and made as smooth as possible. End-user training is designed to give users an in-depth understanding of the activities HORIZON has been configured to perform. Each End-User Training session is configured to meet the specific needs for each of the customers functional groups (i.e. Login. Analysts, Project Managers). AI"1 A(If NIENI-_('_S I A"IE%IE IOF%,ORN.DO( PACk:22 of 30 Rf:1'.2/2/21110 ChemWare will conduct end-user training in two separate onsite sessions. The first course will occur shortly before cutover and will prepare end-users for the cutover into production. The second course will occur approximately 30-90 days after cutover and will provide end-users with an opportunity to review the system and pose questions with the benefit of having had "time in the seat". The following table summarizes some of the topics included in the End User training course. End - User Training Description Topics Training designed to transfer Practical HDM applications understanding of HORIZON Web Portal: Report generation and distribution ' functionality and specific Sample login workflow processes to laboratory end-users. Batching ' Laboratory end-users learn how Posting to use HORIZON in the context Data review and batch release of their daily job functions. Client services and invoicing 4.14 Parallel and Acceptance Testing This is the final testing and debugging of the system prior to its release as a live and on- going application. The parallel testing and validation assistance to be provided by ChemWare is to include an Installation Qualification checklist (also see Section 6.1) and test code validation scripts to assist the laboratory in testing and documenting the validation of the system. ChemWare will also be a resource for system and implementation questions pertaining to the system at its initial "go-live," assisting in side-by-side comparison of results produced by the legacy and HORIZON systems. The Project Manager or Implementation Specialist will be onsite at the laboratory for 5- days during this phase. Acceptance testing concludes upon completion of the Acceptance Test Plan (ATP) checklist prepared and approved by the City. This process usually uncovers any issues in the operation or usability of the configured HORIZON system. Section 6 provides details of the testing and acceptance process. 4.15 Go-Live Following sign-off of the ATP and completion of parallel testing and validation, the system is put into either partial or full production. In partial production mode, either a single project can be logged through the system, or multiple projects can be logged through only a limited battery of tests within a single department. The specific strategy may be determined at any point in the project. The Project Manager or Implementation Specialist will be onsite at the laboratory to provide system cutover assistance./or 4- day.v during this phase. A I I-A(H%VE VT_('_ti'1'A I ENI ENT OF NORh.DO( PAG F23 OF 30 REN.2/2/21110 As an additional element of Task 4.15, ChemWare will provide one week of on-site assistance and support during the City's 2010 Annual NELAP Audit (anticipated during the April to August timeframe). ChemWare has committed to the assignment of Mr. Bob Whitehead for this project task. Prior to his participation in the project, Mr. Whitehead will be briefed on the City's use and implementation of the LIMS by the ChemWare Project Manager. 4.16 Ongoing Support Once the initial implementation is completed, most questions that arise tend to be routine support issues, which are coordinated directly with ChemWare's Help Desk. Access to ' the Help Desk remains available indefinitely as long as your Software Maintenance Agreement is extended from year to year. Of course, your Project Administrator remains available following the implementation. If ' strategic questions arise, or you wish to implement a second phase of HORIZON, your Project Administrator is available for consultation. During the warranty period, and as long as the City continues to renew its annual maintenance agreement, City will receive software updates, unlimited telephone, fax and e-mail support, and remote dial-up or web-based troubleshooting and diagnostics. 1 i prp:: e:%I Ind A'1"I-A(11 MFNT (' S IA FEMF1'7 OFN'ORA.DO(' PAGE24 OF 30 RE%.2/2/2010 5.0 Other Deliverables This section describes the "tangible" deliverables—off-the-shelf software that ChemWare has committed to provide as part of the scope of work. Unless specified otherwise, all software products sold by ChemWare are provided with a one-year warranty from date of software installation. 5.1 LIMS Software HORIZON Central is the core LIMS license, providing required features and capabilities. The terms and conditions of licensing are described in the final contract. 5.2 Intergrated Third Party Software HORIZON LIMS is just one component of an enterprise-wide laboratory automation solution. HORIZON is integrated with Scientific Data Management System (SDMS) software, Business Intelligence (BI) software, and various data capture and integration components. The HORIZON Report Manager-Actuate licenses are "application specific."Actuate is used to generate reports from HORIZON and manage report distribution through the integrated HORIZON Web Portal. HRM-Actuate includes the end-user report writer license, an ad hoc query/reporting wizard (Actuate Query) for each end-user and one license each of the ERDPro and ERD report development/administration tools (for advanced and intermediate users, respectively), for each processor license of Actuate. A processor-based (unlimited end-user) license is required to make the LIMS reports available to external laboratory customers via the HORIZON Web Portal. In addition to the Oracle RDBMS (see 5.3 below), the Oracle Forms Services application ' server software is integrated with HORIZON LIMS to provide the thin-client interface. 5.3 Database The Oracle database and Oracle Forms licenses required to use the HORIZON application are included in the cost proposal. ' Users will contact ChemWare directly for all application related support and database- related support. It is highly advisable to have ChemWare provide assistance with on-site installations of mayor new software versions (e.g., whole number releases: v9.0, v10.0, etc.) and new technologies the City may adopt in the future. 5.4 Hardware TBD— ChemWare and the City to review hardware requirements. Art m IMIEN I_C_S I'AI'F:M EN"I"OF NN'ORKAXX NAGE25 OF 30 REA.2/2/2010 6.0 Acceptance of Work The following criteria will be used to determine final acceptance of the implemented HORIZON business solution and will initiate the project closure process at ChemWare: 1. All Deliverables (as defined in the final contract) including documentation, software and services have been provided to, and accepted by, the City in accordance with the provisions of the final contract and its exhibits/attachments. 2. All Requests for Software or Service Change (RSSCs) generated during the course of the implementation project are closed to the satisfaction of the ChemWare Project Administrator and the City's LIMS Team Leader. 3. All invoices related to this project have been submitted and approved for payment. ' The following sections describe the specific phases and components of the software testing and acceptance process: ' 6.1 Installation Qualification Checklist When the software is physically installed at the City, an Installation Qualification (IQ) checklist is used to demonstrate that all components have been properly installed and are functioning as expected. The designated City representative and ChemWare's Project Manager will each sign off on the IQ (acceptance certificate) to document acceptable completion of this Deliverable, marking the "Acceptance Date" of the software. 6.2 Acceptance Test Plan The planning phase of the project includes the review and approval of the Acceptance Test Plan Checklist (ATP). Each applicable Deliverable is itemized in the ATP, with a summary of the acceptance criteria. As each Deliverable is delivered and accepted, the City's LIMS Project Team Leader signs and dates the respective signature block in the ATP. Any changes to the ATP will be made using the appropriate document management and change control procedures, as described in this Statement of Work. The ATP will be ' fully executed for each Deliverable prior to Final Acceptance Testing. 6.3 Acceptance Test Issues and Resolution For each Deliverable provided by ChemWare, testing and acceptance under the ATP shall commence on the work day following the day the Deliverable was provided to the City and the City notified it is ready to undergo evaluation and acceptance testing. The City shall complete the ATP within ten (10) workdays of this notification date. Should the City not complete the ATP or not report any material defects in the Deliverable within this timeframe, the Deliverable shall be deemed Accepted by the City. This timeframe may be adjusted due to extenuating circumstances and upon mutual agreement by the Team Leads from both parties. Should a material defect be identified and reported (as described below) to ChemWare, ChemWare shall have ten (10) workdays to correct the defect and provide the City with the corrected Deliverable. The City shall complete ATP testing within the following ten (10) workdays and testing and acceptance shall resume in the same manner as above. %I IA(11%1FS7 C S I A I EMFS'1 OF N ORK.DO(' PAGE26 OF 30 REN.2/2/2010 ChemWare will provide an Acceptance Test Issue Log and an Acceptance Test Issue Form to document any problems or issues experienced during the acceptance test, along with pertinent information about the subsequent investigation and resolution. These issues will then be entered into ChemWare's software support tracking system and assigned TSR and/or SCR tracking numbers, as applicable. When all issues are resolved to the satisfaction of the City's LIMS Team Leader and ChemWare's Project Manager, they will both sign the Final Approval section of the ATP to document the completion and acceptance of each Deliverable. Depending on specific City's billing requirements, the ATP may be included with ChemWare's invoice so that City's accounting staff and other Project Team members know the disposition of each Deliverable prior to payment approval. 6.4 Final Acceptance Testing Final Acceptance Testing (FAT) will be conducted over a mutually agreed upon period following acceptance of the final Deliverable and prior to cutover(the RFP suggested a ' 90 day period). During this period the software and any ChemWare-provided or modified infrastructure components must meet or exceed all functional and performance requirements identified in the final contract, with no material defects in the software. During this FAT period, it is expected that adjustments will be necessary to various system configuration settings (e.g., minor modifications to calculations, reports, workflow, interfaces, etc.) as the system is fine-tuned prior to cutover. These types of adjustments and modifications are not considered material defects in the software,but part of the expected iterative process of exercising the system. Should the City not complete the FAT or not report any material defects in the software within this timeframe, the System shall be deemed Accepted by the City. This timeframe may be adjusted due to extenuating circumstances and upon mutual agreement by the Team Leads from both parties. Should a material defect be identified and reported to ' ChemWare (as described in 6.3 above), ChemWare shall have thirty(30) days to correct the defect and provide the City with the corrected Deliverable. The City shall complete the FAT testing within the agreed upon period following delivery of all such corrected ' Deliverables, and testing and acceptance shall resume in the same manner as above. Upon completion and sign-off of the FAT, any final payments or holdbacks will be released to ChemWare. The system will continue to be supported under the warranty terms. ' 6.5 Software Maintenance, Year 2 and Beyond At the conclusion of the first year warranty period. "Year 2" maintenance begins. The obligations of both parties are described in the final contract, which automatically renews on the same anniversary date each year thereafter, unless terminated by either party. The final contract also describes how much advance notice is required if there is going to be a change to the maintenance fee. Beginning in January 2009, the standard annual 1 maintenance fee is calculated at 18% of the cost of the HORIZON-related software licenses purchased through ChemWare (HC and HO line items on the product schedule). Once the initial implementation is completed, most questions that arise tend to be routine support issues. which are coordinated directIN with Chein"'are's Help Desk. Access to A'I"I-A('HNIEN'I'( S1A"I'F11FN I OF NORA.DO( PA(:F27 OF 30 RF\'.2/2/2010 the Help Desk remains available indefinitely as long as your Software Maintenance Agreement is extended from year to year. Of course, your Project Administrator remains available following the implementation. If strategic questions arise, or you wish to implement a second phase of HORIZON, your Project Administrator is available for consultation. During the warranty period, and as long as the City continues to renew its annual maintenance agreement, City will receive software updates, unlimited telephone, fax and e-mail support, and remote dial-up or web-based troubleshooting and diagnostics. 6.5.1 Help Desk Support ChemWare's Help Desk is staffed between the regular business hours of 7:00 a.m. and 5:00 p.m. ' Central time, Monday through Friday, excluding standard U.S. Holidays. ChemWare supports all of its customers, from as far west as Anchorage to as far east as Seoul,Korea, from its headquarters in Raleigh, NC. Other than routine installation, configuration assistance and training visits, customers very rarely require on-site vendor services to fully deploy and maintain ' HORIZON. ChemWare support is available at support@chemware.com or at our business number (919-855-8716, option 1). All support issues are logged into ChemWare's PVCS Tracker system and remain open until resolved. 6.5.2 Emergency Support Services 24x7x365 emergency pager/cell phone support is available to customers operating mission-critical laboratories. Because HORIZON's platform is time-tested and remarkably stable, the incidence of mission-critical requests is extremely low; emergency support has been requested only five times in the past eight years. The emergency support line is manned outside regular ChemWare support hours only: 6pm EST - 8am EST on weeknights and 24hr coverage on weekends and holidays. Any emergencies during normal business hours are handled through our production emergency support line and are covered under the existing ChemWare maintenance agreement. 6.5.3 Remote Access Support Remote support is accomplished via the online Conference Room at 1 www.chemware.com, using GoToMeeting web conferencing services. There is no additional charge for ChemWare to perform covered services via the Web. AI I A(HN4T 7_('_S I A I ENIENI OF%%ORA.1)x PAGE28 OF 30 RF%.2/2/2010 ATTACHMENT C-STATEMENT OF WORK 7.0 Understandings 1. All required hardware is (or will be) in place on the network and meets minimum specifications as published on ChemWare's web site or provided to the City prior to software installation. 2. Project timeline and costs are based on assumptions about resource utilization for each of the project team members (see Section 3.2 for additional discussion), as well as the qualifications of City team members. Many of the implementation tasks will require input and participation from the City team. If resource utilization is lower than expected, or there is staff turnover during the course of the implementation, the timing and overall cost of the project may be adversely impacted. ' 3. Scope of work and resources were estimated without the availability of a detailed list of test methods and matrices (see Attachment H ). ChemWare personnel estimated the level of effort based on past experience with comparably-sized ' water quality/waste water laboratories. 4. ChemWare is specifically including only the products and services described in the Product Schedule in the final contract. The following is a summary of the products and services specifically not included. The intent of this section is to avoid any confusion about which products and services ChemWare has assumed are the City's responsibility: a. Barcode Peripherals: Barcode wands, readers, label printers, label stock and related equipment and supplies are not, at this time, included. b. Desktop/Workstation Software and Hardware: Not included are the PCs, PC operating system software licenses, Microsoft Office products (such as Excel° and Word"), Adobe products, and related desktop application software that may or may not be used in conjunction with HORIZON LIMS and other integrated ChemWare third party software ' solutions. All such hardware and software is expected to be in place prior to project startup, unless ChemWare is instructed otherwise. c. Fax/Modem Hardware: Not included is any fax/modem hardware the laboratory wishes to use in conjunction with the integrated HORIZON Autofaxing (Faxman) module. This hardware, if not already available, is readily available and inexpensive. d. Third-Party Billing and Accounting System Software: Not included are the functions normally reserved for third-party billing systems, such as the handling of Medicare/Medicaid reporting, verification of insurance coverage, etc., and full accounting system functions such as payroll, accounts/payable, aged receivables reports, payment/revenue recognition, taxes, income statements, etc. HORIZON handles the creation. editing and transmission (to the City's accounting system) of charges, credits and demographics associated with testing and fees generated by the laboratory. AI'I A('H11 F:N7_(_S I:AI ENIFN I OF%N ORK.DO( PAGE29 OF}I) R F\'.2/22010 ATTACHMENT C-STATEMENT OF WORK e. High Speed Scanner, Adobe Software: Not included are any scanner/copiers or associated software, including but not limited to Adobe that might be used by the laboratory to scan-to-PDF any documents received in hardcopy form by the laboratory. f. Instrument Cabling,Network Interface Cards and Related Infrastructure: ChemWare assumes the City's instruments are on the network and "communication-ready" with respect to LIMS. g. Additional Licensing for Additional Processors, Users, or Other Incremental Metrics: Depending on the software licensing metric, if additional users (for named user licenses), servers (for site- or server- based licenses), devices (for device- or instrument-based licenses) or processors (for processor-based licenses) are needed in the future, additional licenses are available from ChemWare. h. Additional Students for Training: If additional students require training, additional training fees may apply. ' i. Unlimited Report Customization: ChemWare has included a budget to provide report development/customization services, if desired by the City. This budget may be increased or decreased depending on the extent to which the City desires ChemWare to be involved. j. Custom Data Entry Spreadsheets, Triggers, and Other Unspecified User-Configurable Items: The City may elect to use custom Excel spreadsheets for manual data capture (examples are provided with the delivered system), custom action triggers for results flagging, validation and automated alerts (such as emails to project managers or supervisors), and numerous other advanced programmatic techniques for interacting with HORIZON's API. k. Field Data Collection: ChemWare offers an optional application for automatically capturing field data on ruggedized notebook PCs or tablet PCs. The application includes an embedded RS232 scripting ' program that interfaces the FDC spreadsheet to field instruments for capturing RS232 data via the serial port. AIIA('H IENT_(_SI AI EMEN7.OF"ORK.I)H PACE30 OF 30 RE%.2/2/2010 b U a�i c ., 3 U � •� a.� � .� p v ftf ca O O � a� � v � � N O o 2 0 ca LL! o acv cd ca � ' � .0 o m Y Ch to cd 0 0 ° "Cl � J° � � 3 � oa ;� � nssw � � ao � onn � �r. 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Q Ln Iz4. c"C v b O ¢ z � z ° CL. cz a� c � U W � ,� a� o � cz W ° -o L V m F- cz u. c a a a c Y v z z O U s � Q ta n O -= .O > O- ai g w c CL'b U 3 .ty y ° o � o U � �, o .� o N > 3 U o Y > N > c� m .0 4j •� N >G pUp > O > •U a. i O y y �n F�1 `n O 4: N v 'O U O Q •pn r+°. N U U ,� N > c, cz O Y O w g U v Y C a� �, a O o a� > a� U . � E U -o z Vo ° > O �� °� o Y y s s. 3 � °i, un C/D > O N = U U N m p O ct CL c� cd _a cu 5 U G�C c� v •� � � � � y 30, UO � U N y ,ry v, U � � s. ,�, � vi U 'CS O bn 'CS rn N U Lr U C Lr O U cz U U w U O O O w y O O G� p LL U Z:. > v a� d a� ° U a� w > ca 'O U on v O .� w r3 z .. 'n z z w won z o O O O • .!yy ' d d x b x 43 U Z a ^C W F zC a cz a F z � CZ o O � .co a W � . U •o w W � cz U cz ' F W � '� • � �, u. a ° U ~ cni O O cn CZ a M ` Q � - U z - z o ° r C � � Q a� o y GJ C O O G. O N U CC U y GJ N � U o V O 3 � i, Wiz ' U 0 � �. O o �-°o � N � a� ca C O .� O _b 'p . C2 O b O a> > i„ v C C2 CC C~C ^C W a H w o Y a >, C', y b V fai]j v 5$ A. = l Q E t a Q+ b O O � o 8 0 -20 -02 a. U U r w 2 -d c C V � U Z z o J o ° w ATTACHMENT E—PAYMENT SCHEDULE HORIZON LIMS PAYMENT SCHEDULE City of Forth Worth Summary Total Software Amount $189,584 Total Services Amount' $172,065 Travel Amount' $13,500 (Reference Site Discount) ($25,510) Total Amount $349,639 Milestone Payment Schedule ' # Milestone Projected Date Amount 1 Installation of Software/IQ March 2010 $111,999 - Software $94,792 ' - Services $17,207 2 Delivery of Initial System Configuration May 2010 $53,372 - Software $18,959 - Services $34,413 3 Delivery of Advanced Configuration Items July 2010 $89,537 - Software $37,917 - Services $51,620 4 System Acceptance October 2010 $43,891 - Services $34,412 - Software $9,479 5 Go-Live November 2010 $26,686 - Software Holdback $9,479 - Services $17,207 6 Delivery of Second End-User Training $10,654 Software Holdback $18,958 - Services $17,206 - Reference Site Discount ($25,510) Subtotal: $336,139 Travel $13,500 Total: $349,639 All Milestone Payments are upon conclusion of written City acceptance in accordance with the terms of the Professional Services Agreement(PSA). Total Services Amount is based on service hours, tasks/deliverables, resources,timelines, and scope of work described in Statement of Work, Attachment C to the PSA. Includes provisions for(1) weekly Progress Meeting with written progress report (30 minute teleconference); (2) monthly Onsite Progress Meeting; and (3)two Onsite Milestone "Executive Briefings"(presentations). Services line items in above Milestone Payment Schedule are approximate; actual Services delivered/accepted for each Milestone will be invoiced/paid. Niuchnavi 1 P3%Ili,Ili I'Iundo, Pile I o1 I - Kra__'nln ATTACHMENT E-PAYMENT SCHEDULE 'Travel Expenses will be expensed as they are incurred with a maximum total expenditure of$13,500. The majority of onsite visits will be from the Austin Service Center and will not require a flight. Mileage expenses are included in the per diem. 3The City will not unreasonably withhold or delay release of a milestone-based payment, including holdbacks, if progress on the milestone is delayed by the City. \uaehment I Pa-1-1 Plan do, Pagc'A I Re,:'2010 ATTACHMENT F-HARDWARE INFRASTRUCTURE Proposed Hardware Configuration (subject to change) 1 \dadnnc t 1 I arc Intiesl m",d- Pacr Intl Of U uw o 70 m � E o m � � 10 E € � € rn ) a' Q r iv» ham ; $' N d LL Cl) C) N O M O m C N a (O U C N O O j N `E N 3 U C t0 C O a w O 0 Q z z z O O — O H � 3 N 0 m m o a. O �U V N M `o d o L ` Z LCDe I` W o =m a N Z n n � aoi o a .9 0 0 O N w a a cu cu x d c 1 O O U_ ,70xcn (Q t+8 O `' LL M OD OD �aaa >N ATTACHMENT G-INSTRUMENT LIST This attachment includes the list of Laboratory instruments. ChemWare has annotated the list with the following footnotes to indicate which instrument interfacing technique will be used: HDM = Extraction Template technique using Waters NuGenesiso Scientific Data Management System (SDMS) included in the HORIZON Data Management technology suite for print-to-database capture of both image and extracted data/text DI = Data Innovations Instrument Manager° technique for capturing RS232/binary, HL7, or ASTM data stream from instrument LL = Labtronics LimsLink ExpressTM, CollectTM or other applicable Labtronics interfacing technique for parsing instrument text file (or capturing RS232 data stream, if text file is not available) Instrument Suggested Interfacing Technique Four (4) HP Gas Chromatographs w/Mass Spectrometry HDM Four(4) HP Gas Chromatographs w/Dual Micro Electron HDM Capture Detectors One (1) HP Gas Chromatograph Dual Flame Photometric HDM Detector One (1) Inductively Coupled Plasma Mass Spectrometry HDM Two (2) BOD Analyzers LL One (1) D IONEX HDM One (1) Smartchem LL One (1) Leeman Mercury Analyzer LL One (1) Denver Analytical Balance LL/Collect Two (2) Ohaus Analytical Balances LL/Collect One (1) Shimadzu TOC Analyzer LL One (1) Thermo TOX Analyzer LL Note: The City has obtained 5 licenses for Labtronics' LimsLink and 3 licenses for Labtronics Collect 6.0. i m Aliachmenl_G_Insirumeni List.dnc Page I"t 2 Rev.2/2/2010 ATTACHMENT G—INSTRUMENT LIST ill Assumptions: • ChemWare is assuming that all of the HP GC's have identical or highly similar report formats. • ChemWare will leverage the City's existing LimsLink and Collect licenses. x Ailachmeni_G_Inslrumeni Lisuloc Page ,A 2 Rec.2/2/2010 a Attachment H: Test Methods Acode Aname Aref $300 Bromate EPA 300.1 300 Part B Anions EPA 300.1 $502 Trihalomethanes Screening THM Screen $508 Chlorinated Pesticides/PCB EPA508 $524 Volatile Organics EPA524.2 $525 Semi-Volatile Organics EPA525.2 $551 Haloacetonitriles* EPA551.1 $552 Haloacetic Acids EPA 552.2 $608 Chlorinated Pesticides/PCBs EPA608 $625 Semi-Volatile Organics EPA625 $1657 OP Pesticides EPA1657 $8081 Chlorinated Pesticides EPA8081A $8082 PCB EPA 8082 ' $8141 OP Pesticides EPA8141 $8240 Volatile Organics EPA8240 $8260 Volatile Organics EPA8260 $8270 Semi-Volatile Organics EPA8270 $300S Part B Surrogate EPA300.1 $524PHARM Volatile Organics EPA524.2 $524SM Volatile Organics Screen EPA524.2 $525SM Semi-Volatile Organics Screen EPA525SM $556SM Carbonyls* EPA556 $608UNQ Chlorinated Pesticides EPA608 $624M Volatile Organic EPA624 $624MA Acidified Volatile Organic EPA624 $624MUNQ Volatile Organic EPA624 $624SP Volatile Organics EPA624 $625L Semi-Volatile Organics EPA625 $625SM Semi-Volatile Organics Screen EPA625 $625SP Semi-Volatile Organics EPA625 $625UNQ Semi-Volatile Organics EPA625 $8081S Chlorinated Pesticides EPA8081A ' $8270SM Semi-Volatile Organics Screen EPA8270 $ATRAZINE Semi-Volatile Organics EPA525.2 $BTEX BTEX EPA624 $CH Chloral Hydrate EPA551.1 $DB21 MET Drying Bed 21 Metals EPA 200.8 $DBMET Drying Bed 21 Metals EPA 200.8 $DTMET Distribution Metals EPA 200.8 $DWPARTA Part A Anions EPA300.0 $EMEMDISMET EM MEM Dissolved Metals EPA 200.8 $EMEMPILOT EM MEM PILOT Metals EPA 200.8 $GEOSMIN Taste &Odor Compounds SM6040D $INMET Industrial Metals EPA 200.8 $INMTA Industrial Metals No Arsenic EPA 200.8 $INMT-AS Industrial Metals W/O AS EPA 200.8 $L3TEST2 LCS Recovery for Trihalomethanes EPA524.2 $METALSTEST Metals Prep Test EPA 200.8 $METPREP Metals Prep EPA 200.8 $MONITORINGWELLMETALS Monitoring Well Metals EPA 200.8 $MTBE Volatile Organics EPA524.2 a+' L Attachment H: Test Methods $MWMET Monitoring Well Metals EPA 200.8 $PCB Polychlorinated Biphenyls EPA608 $PCOUNT Partical Counts SM2560 B $PEMET Performance Evaluation Metals EPA 200.8 $PSDMETALS PSD Metals EPA 200.8 $PSDMONTHLYMETALS PSD Monthly Metals EPA 200.8 $PSDUNQMETALS PSD Unique Metals EPA 200.8 $SLMET Sludge Metals EPA 200.8 $SPMET Special Metals List EPA 200.8 $TCEQATRAZINE MC Select Semi-Volatile Organics EPA525.2 $TCEQHERBICIDES MC Select Semi-Volatile Organics EPA525.2 $TEST1 Trihalomethanes EPA524.2 $TEST2 Trihalomethanes EPA524.2 $TESTMET Industrial Metals EPA 200.8 ' $TTHM Trihalomethanes EPA524.2 $VCMETALS Village Creek Metals EPA 200.8 $WSMETALS WS Proficiency Metals EPA 200.8 ' $WWMETALS Wastewater Metals EPA 200.8 $WWMETALSPPB Wastewater Metals PPB EPA 200.8 $WWPARTA Part A Anions EPA300.0 $WWPCF Metals Prep Conversion Factor EPA 200.8 $WWPPPB Metals Prep (PPB) EPA 200.8 1112TCLE 1,1,1,2-Tetrachloroethane EPA524 111 TCLET 1,1,1-Trichloroethane EPA624 1122TCLE 1,1,2,2-Tetrachloroethane EPA624 112TCLET 1,1,2-Trichloroethane EPA624 11 DCLETA 1,1-Dichloroethane EPA624 11DCLETE 1,1-Dichloroethene EPA624 11 DCLETN 1,1-Dichloroethylene EPA624 11 DCLPRO 1,1-Dichloropropene EPA524 123TCLBZ 1,2,3-Trichlorobenzene EPA524 123TCLPR 1,2,3-Trichloropropane EPA624 1245TCB 1,2,4,5-Tetrachlorobenzene EPA625 ' 124TCLBE 1,2,4-Trichlorobenzene EPA625 124TMYBE 1,2,4-Trim ethyl benzene EPA525 12DB3CLP 1,2-Dibromo-3-Chloropropane EPA624 12DBETHN 1,2-Dibromoethane EPA624 12DBMETH 1,2-Dibromoethane EPA624 12DCLBEN 1,2-Dichlorobenzene EPA624 12DCLETH 1,2'-Dichloroethane EPA624 12DCLPRO 1,2-Dichloropropane EPA624 12DPHHYN 1,2-Dipehnylhydrazine EPA625 12TDCLEN 1,2-trans-Dichloroethene EPA624 13DCLBEN 1,3-Dichlorobenzene EPA624 13DCLPRO 1,3-Dichloropropane EPA624 13TMYBEN 1,3,5-Trim ethyl benzene EPA524 14DCLBEN 1,4-Dichlorobenzene EPA624 14DIOXIN 1,4-Dioxin EPA624 22DCLPRO 2,2-Dichloropropane EPA624 245TCHLP 2.4,5-Trichlorophenol EPA625 246TCHLP 2.4.6-Trichlorophenol EPA625 24DCHLPH 2.4-Dichlorophenol EPA625 Attachment H: Test Methods 24DMYLPH 2,4-Dimehtylphenol EPA625 24DN ITOL 2,4-Dinitrotoluene EPA625 24DNITPH 2,4-Dinitrophenol EPA625 26DNITOL 2,6-Dinitrotoluene EPA625 2BUTANON 2-Butanone EPA624 2CHLETVE 2-Chloroethyl Vinyl Ether EPA624 2CHLOPH 2-Chlorophenol EPA625 2CHLOTL 2-Chlorotoluene EPA525 2CLNAPHT 2-Chloronaphthalene EPA625 2HEXANON 2-Hexanone EPA624 2N ITROPH 2-Nitrophenol EPA625 2PICOLIN 2-Picoline EPA624 300BR Bromide EPA 300.0 300M Bromate Screen EPA 300.1 ' 33DCLBEN 3,3-Dichlorobenzidine EPA625 44DDD 4,4'-DDD EPA608 44DDE 4,4'-DDE EPA608 t 44DDT 4,4'-DDT EPA608 46DN2MPH 4,6-Dinitro-2-Methyl phenol EPA625 4BRPHETH 4-Bromophenyl Phenyl Ether EPA625 4CHUMPH 4-C hloro-3-Methyl phenol EPA625 4CHLOTOL 4-Chlorotoluene EPA525 4CLPHETH 4-Chlorophenyl Phenyl Ether EPA625 4MYL2PEN 4-Methyl-2-Pentanone EPA624 4N ITROPH 4-Nitrophenol EPA625 524RXLONG 524 Pharmeceuticals Long List EPA524.2 524RXSHORT 524 Pharmeceuticals Short List EPA524.2 A-BHC Alpha-BHC EPA608 ACENAPHT Acenaphthene EPA625 ACENAPHY Acenaphthylene EPA625 ' ACETNTRL Acetonitrile EPA624 ACETONE Acetone EPA624 ACROLEIN Acrolein EPA624 ' ACRYLNI Acrylonitrile EPA624 AG Silver EPA200.8 AL Aluminum EPA200.8 ALACHLOR Alachlor EPA508 ALDRIN Aldrin EPA608 ALK Total Alkalinity SM2320 B ALK310 Total Alkalinity EPA 310.2 ALK310SM Total Alkalinity Scan SM2320 B ALKSC Total Alkalinity EPA 310.2 ALKSM Total Alkalinity Scan SM2320 B ALKSMSC Total Alkalinity Scan for smartchem SM2320 B ANTHRACE Anthracene EPA625 ARCO1016 Aroclor-1016 EPA608 ARCO1221 Aroclor-1221 EPA608 ARCO1232 Aroclor-1232 EPA608 ARCO1242 Aroclor-1242 EPA608 ARCO1248 Aroclor-1248 EPA608 ARCO1254 Aroclor-1254 EPA608 ARCO1260 Aroclor-1260 EPA608 Attachment H: Test Methods AS Arsenic EPA200.8 ATRAZINE Atrazine EPA508 AYLCHLOR Allyl Chloride EPA624 AZNMETHL Azinphos Methyl EPA8141 62CLETHE Bis(2-chloroethyl)ether EPA625 132CLMETH Bis(2-chloroethoxy)methane EPA625 B2CLPRET Bis(2-chloroisopropyl)ether EPA625 B2ETPHTH Bis(2-ethylhexyl)phthalate EPA625 BA Barium EPA200.8 B-BHC Beta-BHC EPA608 BCAA Bromochloroacetic Acid EPA522.2 BCAN Bromochloroacetonitrile EPA551.1 BDCAA Bromodichloroacetic Acid EPA522.2 BE Beryllium EPA200.8 BENZDINE Benzidine EPA625 BENZENE Benzene EPA624 BOD Biochemical Oxygen Demand SM 5210 B ' BOD1 Biochemical Oxygen Demand SM 5210 B BOD7M 7 Day Biochemical Oxygen Demand SM 5210 B BOD7SETUP 7 Day BOD Set Up SM 5210 B M BODFIL BOD-Soluble SM 5210 B BODFILSET BOD-Soluble Set Up SM 5210 B BODPART BOD - Particulate SM 5210 B BODSETUP BOD Set Up SM 5210 B BROCLBEN Bromochloromethane EPA524 BROMACIL Bromacil EPA508 BROMOBEN Bromobenzene EPA524 BROMOFOR Bromoform EPA502.2 BROMOMET Bromomethane EPA624 BUBNZPHL Butylbenzylphthalate EPA525 BUTACHLR Butachlor EPA508 BZANTHRA Benzo(a)anthracene EPA625 BZBFLUOR Benzo(b)fluoranthene EPA625 ' BZBUPHTH Benzyl butyl phthalate EPA625 BZKFLUOR Benzo(k)fluoranthene EPA625 BZPERYLE Benzo(ghi)perylene EPA625 BZPYRENE Benzo(a)pyrene EPA625 C12DCLET cis-1,2-Dichloroethene EPA524 C13DCLPR cis-1,3-Dichloropropene EPA624 C14DCL2B cis-1,4-Dichloro-2-Butene EPA624 CA Calcium Hardness SM3500 Ca B CALCIUM Calcium as Calcium SM3500 Ca B CBOD Carbonaceous BOD SM 5210 B CBODSETUP CBOD Set Up SM 5210 B CD Cadmium EPA 200.8 CDBAA Chlorodibromoacetic Acid EPA552.2 CDISULFI Carbon Disulfide EPA624 CHBR2CL Chlorodibromomethane EPA502.2 CHBR3 Bromoform EPA502.2 CHCL2BR Dichlorobromomethane EPA502.2 CHCL3 Chloroform EPA502.2 L CHLBENZE Chlorobenzene EPA624 lei Attachment H: Test Methods CHLETHAN Chloroethane EPA624 CHLORDAN Chlordane EPA608 CHLORDNA Chlordane (alpha) EPA508 CHLORDNC Cis-Nonachlor EPA525 CHLORDNG Chlordane (gamma) EPA508 CHLORDNT trans-Nonachlor EPA508 CHLORPYF Chlorpyrifos EPA8141 CHLPYPHS Chlorpyrophos EPA8141 CHLRMETH Chloromethane EPA624 CHRYSENE Chrysene EPA625 CHYLLA Chlorophyll A SM10200H CL Chloride SM4500-CI- B CL2 Total Chlorine Residual SM4500-Cl F CL2SM Total Chlorine Residual Screen Method SM4500-CI F ' CLE Chloride SM4500-CI E CLESC Chloride SM4500 Cl- E CL-T Chloride-TRACCS SM4500-Cl B ' CN Cyanide Hach 8027 CNM Cyanide Modified Hach 8027 CNMSM Cyanide Modified Scan Hach 8027SM CO Cobalt EPA200.8 CO3 Carbonate as CaCO3 SM 4500-CO2D COD Chemical Oxygen Demand HACH 8000 COLOR Color- Rusty, Yellow, or Dirty SM2120 B COND Conductivity SM2510 B CR Chromium EPA200.8 CRESOLS Cresols EPA625 CTETACHL Carbon Tetrachloride EPA624 CU Copper EPA200.8 D2ETYLAD Di-(2-ethylhexyl)adipate EPA525 ' D2ETYLPH Di-(2-ethylhexyl)phthalate EPA525 DAL Dissolved Aluminum EPA200.8 DALAPON Dalapon EPA522.2 ' DAS Dissolved Arsenic EPA200.7 DBAA Dibromoacetic Acid EPA522.2 DBAN Dibromoacetonitrile EPA551.1 DBENANTH Dibenz(a,h)anthracene EPA625 D-BHC Delta-BHC EPA608 DBRCLMET Dibromochloromethane EPA524 DCAA Dichloroacetic Acid EPA522.2 DCAN Dichloroacetonitrile EPA551.1 DCLFLMET Dichlorofluoromethane EPA624 DEMETNO Demeton-O EPA1657 DEMETNS Demeton-S EPA1657 DEMETONO Demeton (0 and S) EPA1657 DETPHTHA Diehtyl phthalate EPA625 DFE Dissolved Iron EPA200.7 DIAZINON Diazinon EPA8141 DIBRMETH Dibromomethane EPA524 DICL2 Dichloramines SM4500-CI F DICLDFME Dichlorodifluoromethane EPA524 DICOFOL Dicofol EPA 625 Attachment H: Test Methods DIELDRIN Dieldrin EPA608 DIGALK Digester Total Alkalinity SM2320 B DIGPH pH SM4500-H+ B DIGTS% Digester Total % Solids SM2540 B DIGVTS Digester Volatile Total % Solids SM 2540 G DISULFTN Disulfoton EPA8141 DMTPHTHA Dimethyl Phthalate EPA625 DNBUPHTH Di-n-butylphthalate EPA625 DO Dissolved Oxygen SM4500-0 G DOC Dissolved Organic Carbon SM 5310B DOC415 Dissolved Organic Carbon EPA 415.3 DOC415SM Dissolved Organic Carbon Scan EPA 415.3 DOCTPHTH Di-n-octyl phtha late EPA625 DPO4 Dissolved Phosphorus SM4500-P F ' DWALK Total Alkalinity SM2320 B DWBOD Biochemical Oxygen Demand SM 5210 B DWCA Calcium Hardness SM3500 Ca D ' DWCADMIUM DWCadmium EPA200.8 DWCHROMIUM DWChromium EPA200.8 DWCL Chloride SM4500-CI B DWCNM Cyanide Modified Hach 8027SM DWCOD Chemical Oxygen Demand HACH 8000 DWCOND Conductivity SM2510 B DWCOPPER DWCopper EPA200.8 DW F300 Fluoride EPA 300.0 DWFCOLI Fecal Coliform SM9222 D DWHARD Total Hardness SM2340 C DWIRON DWlron EPA200.8 DWLEAD DWLead EPA200.8 DW MANGANESE DW Manganese EPA200.8 ' DWNH3 Ammonia - Nitrogen HACH 8038 DWNH3PRO Ammonia - Nitrogen Probe SM4500NH3 F DWNH3SM Ammonia - Nitrogen Screen Method HACH 8038 ' DWNICKEL DWNickel EPA200.8 DW NO3 Nitrate SM4500NO3D DWNO3H Nitrate Hach HACH 8171 DWNO3T Nitrate -TRAACS SM4500NO3F DWNO3-T Nitrate-TRAACS SM4500NO3F DWOPO4-T Ortho-Phosphorus TRAACS SM4500-P F DW PDCU Copper EPA200.8 DWPDPB Lead EPA200.8 DWPH pH SM4500-H+ B DWS1O2SM Dissolved Silica Screen Method HACH 8185 DWSO4 Sulfate SM4500-SO4 E DWTCOLI Total Coliform SM9223 DWTCOLIQ Total Coliform (QT) SM9223 DWTDS Total Dissolved Solids SM2540 C DWTDSPROBE Total Dissolved Solids SM1030 F DWTPO4 Total Phosphorus EPA 365.4 DWTSS Total Suspended Solids SM2540 D DWTURB Turbidity SM2130 B DWUV254 UV254 SM5910 B Attachment H: Test Methods DWZINC DWZinc EPA200.8 EBENZENE Ethyl Benzene EPA624 ECOLI Ecoli SM9223 ECOLIQ EColi (QT) SM9223 ENDOSUFI Endosulfan I EPA608 ENDOSUII Endosulfan II EPA608 ENDOSUSL Endosulfan Sulfate EPA608 ENDRIN Endrin EPA608 ENDRINAL Endrin Aldehyde EPA608 EPN EPN EPA8141 ETHION Ethion EPA8141 ETYLMETC Ethyl Methacrylate EPA624 F Fluoride SM4500 F C F300 Fluoride EPA 300.0 ' FCOLI Fecal Coliform SM9222 D FE Iron EPA200.8 FIELDCL2 Field-Total Chlorine Residual HACH DPD ' FLUOATHN Fluoranthene EPA625 FLUOBENZ Fluorobenzene EPA524 FLUORENE Fluorene EPA625 FREECL2 Free Chlorine SM4500-CI F FREENH3 Free Ammonia - Nitrogen SM4500NH3 F FSS Fixed Suspended Solids SM209 D G-BHC Gam ma-BHC EPA608 H2S Hydrogen Sulfide SM4500-S2 D HARD Total Hardness SM2340 C HARD 130 Total Hardness EPA130.1 HARD130SM Total Hardness Scan SM2340 C HARDSC Total Hardness EPA 130.1 HARDSM Total Hardness Scan SM2340 C HARDSMSC Total Hardness Scan smartchem SM2340 C HCO3 Bicarbonate as CaCO3 SM18th4500-CO2D HEPTACHL Heptachlor EPA608 ' HEPTCLEP Heptachlor Epoxide EPA608 HEXCHBUT Hexachlorobutadiene EPA524 HEXCHCYP Hexachlorocyclo pentad iene EPA625 HG Mercury EPA 245.1 1 HGPPB Mercury PPB EPA 245.1 HPC Heterotrophic Plate Count SM9215 B HXCLBENZ Hexachlorobenzene EPA625 HXCLBUTA Hexachlorobutadiene EPA625 HXCLCPTD Hexachlorocyclopentadiene EPA508 HXCLETHA Hexachloroethane EPA625 HXCLPH Hexachlorophene EPA625 1123PYRE Indeo(1,2,3,c,d)pyrene EPA625 ICFLUORIDE IC Fluoride EPA300.0 ICNITRATE IC Nitrate EPA300.0 ICNITRITE IC Nitrite EPA300.0 ICOPO4 IC Ortho-Phosphate EPA300.0 ICSULFATE IC Sulfate EPA300.0 IODMETHN lodomethane EPA624 ISBTALCO Isobutyl Alcohol EPA624 Attachment H: Test Methods ISOPHORO Isophorone EPA625 ISOPROBN I sopropyl benzene EPA524 K Potassium EPA200.8 MALTHION Malathion EPA8141 MBAA Monobromoacetic Acid EPA522.2 MBAS Surfactants SM5540C MCAA Monochloroacetic Acid EPA522.2 MEACNTLE Methacrylonitrile EPA624 MEK Methyl Ethyl Ketone EPA624 METCHLOR Methylene Chloride EPA624 METHOXYC Methoxychlor EPA608 METOLCHL Metolachlor EPA508 METRBUZN Metribuzin EPA508 MEYLMETC Methyl Methacrylate EPA624 ' MG Magnesium EPA200.8 MIREX Mirex EPA 625 MLSS Total Suspended Solids-Areation SM2540 G ' MLVSS Vol. Suspended Solids-Areation SM2540 G MN Manganese EPA200.8 MO Molydenum EPA200.8 MONOCL2 Mono Chloramines SM4500-CI F MPXYLENE m,p-Xylene EPA624 MTBE MTBE EPA 524.2 &624 NA Sodium EPA200.8 NAPHTHAL Naphthalene EPA625 NBUTBNZ n-Butylbenzene EPA524 NH3 Ammonia - Nitrogen SM4500NH3 D NI Nickel EPA200.8 NIBENZEN Nitrobenzene EPA625 NN ISPROP n-Nitrosodi-n-propylam ine EPA625 NNITBUT N-Nitrosodi-n-butylamine EPA625 NNITSETA N-Nitrosodiethylamine EPA625 NNITSMTA n-Nitrosodimethylamine EPA625 ' NNITSPHA n-Nitrosodiphenylamine EPA625 NO2 Nitrite HACH 8507 NO2353 Nitrite EPA 353.2 NO2NO3 Nitrite + Nitrate SM4500-NO3-H NO2SC Nitrite EPA 353.2 NO2SCNR Nitrite Not Reportable SM 4500-NO3-H NO2-T Nitrite -TRAACS SM4500NO3F NO3SC Nitrate SM4500-NO3-H NO3-T Nitrate -TRAACS SM4500NO3F NPOC Non-Purgeable Organic Carbon EPA415.2 NPROBNZ n-Propylbenzene EPA524 O&G Oil & Grease Gravimetric EPA1664A ODOR Odor SM2170 OPO4 Ortho-Phosphate HACH 8048 OPO4300 Ortho-Phosphate EPA 300.0 OPO4365 Ortho-Phosphate EPA 365 OPO4SC Ortho-Phosphate EPA 365.1 OPO4-T Ortho-Phosphorus TRAACS SM4500-P F OXYLENE o-Xylene EPA624 Attachment H: Test Methods PALK Phenol Alkalinity SM2320 B PARAETHY Parathion Ethyl EPA8141 PARAMETH Parathion Methyl EPA8141 PB Lead EPA200.8 PC10 Partical Counts @ 10 Micron SM2560 B PC125 Partical Counts @ 12.5 Micron SM2560 B PC15 Partical Counts @ 15 Micron SM2560 B PC17 Partical Counts @ 17 Micron SM2560 B PC2 Partical Counts @ 2 Micron SM2560 B PC20 Partical Counts @ 20 Micron SM2560 B PC25 Partical Counts @ 25 Micron SM2560 B PC5 Partical Counts @ 5 Micron SM2560 B PCB1016 PCB-1016 EPA625 PCB1221 PCB-1221 EPA625 PCB1232 PCB-1232 EPA625 PCB1242 PCB-1242 EPA625 PCB1248 PCB-1248 EPA625 ' PCB1254 PCB-1254 EPA625 PCB1260 PCB-1260 EPA625 PENCHLBN Pentachlorobenzene EPA625 PENCHLPH Pentachlorophenol EPA625 PH pH SM4500-H+ B PHENANTH Phenanthrene EPA625 PHENOL Phenol EPA625 PISPROTL p-Isopropyltoluene EPA524 PNCLETHN Pentachloroethane EPA624 PROMETON Prometon EPA508 PROPCHLR Propachlor EPA508 PROPNITL Propionitrile EPA624 PYRENE Pyrene EPA625 PYRIDINE Pyridine EPA625 QCTPO4 QC Spike SM4500-P F SAS Soluble Arsenic EPA206.2 ' SIB Antimony EPA200.8 SE Selenium EPA200.8 SECBUTBZ sec-B uytl benzene EPA524 SETSOL Settleable Solids SM 2540 F SGRAV Specific Gravity D1298-80 SGT-HEM SGT-HEM; Non-polar Material EPA1664A SIMAZINE Simazine EPA508 S1O2 Dissolved Silica SM 4500-Si E SN Tin EPA200.8 SO4 Sulfate SM4500-SO4 E SO4300 Sulfate EPA 300.0 SO4375 Sulfate EPA375.4 SO4SC Sulfate EPA 375.4 SOURCE Source Water TOC-MOR SPGRAV Specific Gravity D1298-80 SR Strontium EPA 200.8 STREP Fecal Streptococcus SM9230 STYRENE Styrene EPA624 SUVA SUVA TOC-MOR Attachment H: Test Methods T12DCLET trans-1,2-Dichloroethene EPA624 T13DCLPR trans-1,3-Dichloropropene EPA624 T14DCL2B trans-1,4-Dichloro-2-Butene EPA624 TASTE Taste SM2170 TBAA Tribromoacetic Acid EPA522.2 TCAA Trichloroacetic Acid EPA522.2 TCAN Trichloroacetonitrile EPA551.1 TCHLETHE Trichloroethene EPA624 TCLETHEN Tetrachloroethene EPA624 TCLETHLN Tetrachloroethylene EPA624 TCLFLMET Trichlorofluoromethane EPA624 TCOLI Total Coliform SM9223 TCOLIM Total Coliform SM9222 B TCOLIQ Total Coliform (QT) SM9223 B TCOLITCEQ Total Coliform SM9223 TDS Total Dissolved Solids SM2540 C TDSCALC Calculated Total Dissolved Solids SM2540 C ' TDSPROBE Total Dissolved Solids SM1030 E TEMP Temperature SM2550 B TERBUTBZ tert-Butyl benzene EPA524 THM THMs EPA524.2 TI Titanium EPA200.8 TKN Total Kjeldahl Nitrogen EPA 351.2 TKNSC Total Kjeldahl Nitrogen EPA 351.2 TL Thallium EPA200.8 TL_W Thallium EPA200.8 TOC Total Organic Carbon SM 5310B TOC415 Total Organic Carbon EPA 415.3 TOC415SM Total Organic Carbon Scan EPA 415.3 TOCSM Total Organic Carbon Screen SM5310B TOH Total Organic Halide EPA450.1 TOLUENE Toluene EPA624 TOX Total Organic Halides SM5320 B ' TOXAPHEN Toxaphene EPA608 TPO4 Total Phosphorus EPA 365.4 TPO4SC Total Phosphorus EPA 365.4 TRIFLULN Trifluralin EPA508 TS Total Solids SM2540 B TS% Total % Solids Modified SM 2540 GM TS%SLUDGE Total Solids % SM 2540 G TSS Total Suspended Solids SM2540 D TSS2 Aeration Total Susp Solids SM2540 D TSSFIX Total Suspended Solids Fixed SM 2540 E TTHM Total THMs EPA624 TURB Turbidity SM2130 B TURBSM Turbidity Scan SM2130 B TURBSMSC Turbidity Scan smartchem SM2130 B UV254 UV254 SM5910 B UV254SM UV254 Scan SM5910 B UV254SMSC UV254 Scan for smartchem SM5910 B V Vanadium EPA 200.8 VACETATE Vinyl Acetate EPA624 Attachment H: Test Methods VCDO Dissolved Oxygen Grab VCOP VCHLORID Vinyl Chloride EPA624 VOLACID Volatile Acids SM5560 C VOLTS Volatile Total Solids SM 2540 E VOLTSS Volatile Total Suspended Solids SM 2540 E VS%SLUDGE Volatile Solids % SM 2540 G VSS Volatile Suspended Solids SM 2540 E VTS Volatile Total % Solids SM 2540 G VTSS Volatile % Suspended Solids SM2540 E VTSS2 Aeration Vol % Susp Solids SM2540 E VTSS3 Aeration Susp Solids SM2540 E WCL2 Field Chlorine Residual HACH 8167 WCL2CUST Chlorine Residual SM4500-CI G WFREECL2 Free Chlorine SM4500-CI G ' WNH3 Field Ammonia HACH 10031 WNO2 Field Nitrite HACH 8507 WPH Field pH SM4500-H+ B ' WTEMP Field Temperature SM2550 B WWALUMINUM WWAluminum EPA200.8 WWANTIMONY WWAntimony EPA200.8 WWARSENIC WWArsenic EPA200.8 WWBARIUM WWBarium EPA200.8 WWBERYLLIUM WWBeryllium EPA200.8 WWCADMIUM wwCadmium EPA 200.8 WWCBOD Carbonaceous BOD SM 5210 B WWCHROMIUM WWChromium EPA200.8 WWCOBALT WWCobalt EPA 200.8 WWCOD Chemical Oxygen Demand HACH 8000 WWCODFIL Chemical Oxygen Demand -Soluble HACH 8000 WWCOPPER WWCopper EPA200.8 ' WWECOLIQ EColi (QT) SM 9223 WWFCOLI Fecal Coliform SM9222 D W W I RON W W Iron EPA200.8 W W LEAD W W Lead EPA200.8 WWMAGNESIUM WWMagnesium EPA200.8 W W MANGAN ESE W W Manganese EPA200.8 WWMOLYBDENUM WWMolydenum EPA200.8 ' WWNH3PRO Ammonia - Nitrogen Probe SM4500NH3 F WWNICKEL WWNickel EPA200.8 WWOPO4300 Ortho-Phosphate EPA 300.0 WWPH pH SM4500-H+ B W W POTASSI UM W W Potassium EPA200.8 W WSELENIUM W WSelenium EPA200.8 WWSILVER WWSilver EPA200.8 WWSODIUM WWSodium EPA200.8 WWSTRONTIUM WWStrontium EPA 200.8 WWTCOLI Total Coliform SM9223 WWTCOLIQ Total Coliform (QT) SM9223 B WWTHALLIUM WWThallium EPA200.8 WWTIN WWTin EPA200.8 W WTITANIUM W WTitanium EPA200.8 WWTOC Total Organic Carbon SM 5310B L Attachment H: Test Methods WWTOC415 Total Organic Carbon EPA 415.3 WWTPO4 Total Phosphorus EPA 365.4 WWTPO4SC Total Phosphorus EPA 365.4 WWTPO4SOL Total Phosphorus -Soluble EPA 365.4 WWTURB Turbidity SM2130 B WWVANADIUM WWVanadium EPA 200.8 WWZINC WWZinc EPA 200.8 XYLENE Xylenes EPA624 XYLENES Xylenes EPA624 ZN Zinc EPA 200.8 j r 4 ATTACHMENT I-REPORT CUSTOMIZATION This attachment describes any custom internal operations/management reports and external final data reports that must be delivered by ChemWare as part of the implementation, beyond the standard suite of laboratory reports delivered with HORIZON Report Manager-Actuate. If custom reports are not specifically identified in the scope of work, the City will modify the off-the-shelf reports provided with the HRM-Actuate suite, or develop their own reports using the tools and training provided by ChemWare. Should the City wish to contract with ChemWare to develop additional custom reports these services can be ordered at any time. ChemWare is including report development tools so that the City can develop custom reports to meet future laboratory requirements. ' The following table outlines the reports specified by the City to be delivered along with an annotation indicating whether it is a new report, a modification to an existing report or an off-the-shelf report: Analytical Report_WQI Mod Analytical Report—Standard Version Mod Bacteriological Monthly Report) Mod Bacteriological Report to Engineering Mod D2 Sheet New DMR New Exception Report New Invoice OTS ' Micro BenchSheet Form Mod Monthly Distribution Report to TCEQ Mod Monthly TOC Removal Report New NELAC Report Req N/A Sample Receipt Mod TOCMOR v9 (RG-379 (TOCMOR instructions).pdf New includes instructions for this report) TOCMORv4 (example) New Tracking Sheets OTS Water Quality Report New WQI Report Mod Attachment 1 Report CoslumiLauons-doc Pap,I o(3 Re, 2'2010 ATTACHMENT I—REPORT CUSTOMIZATION Off-the-Shelf Reports The following is a listing of off-the-shelf reports delivered with HORIZON. The HORIZON Reports Administrator and User Guides provide information on each report. Batch Quality control review Worklist Download format a(HORIZON to analytical instrument download file) Chain of Custodv ' External transfer chain of custody Internal transfer chain of custody ' Test request Container disposal Workflow Audit log Backlog by queue Backlog summary Bottle order shipping form Daily sample count Inventory reconciliation Letter of receipt Standards expiration ' Turnaround by queue Workorder backlog Final Revort ' Client export file Environmental Final Sample Data Sheet Inquiry Sample History Allachmcnl I Rcpoo Cux1omizatious.doc Pacc 2 013 Rce 2 2010 ATTACHMENT I-REPORT CUSTOMIZATION Financial Backlog dollar value Invoice Laboratory financial status summary Preliminary workorder billables Quote Revenues &profits Samples received dollar value Management (Dashboard) Backlog map Condition codes summary ' Currently due Currently due schedules Reanalysis summary Top accounts Top workorders Sam Data sheet History Inquiry Letter of receipt ' Information Object Sample Inquiry (ad-hoc) Utilities Acode catalog Email password Web delivery daemon Web replication daemon Web upload daemon V Attachment I Repoit Cuswmi/aw)iis ji N&C?of I Re, '''010 NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and ChemWare with its principal location at 900 Ridgefield Drive, Suite 150, Raleigh NC 27609, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively "Network").Network ). Contractor wishes to access the City's network in order to provide HORIZON LIMS software installation services, configuration services and remote diagnostic and troubleshooting services. In order to provide the necessary support, Contractor needs access to the City's internet and intranet. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's ' Network for the sole purpose of providing HORIZON LIMS software installation services, configuration services and remote diagnostic and troubleshooting services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative ' Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Services are being provided in accordance with City Secretary Contract No. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: ' 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the ' Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications Vendor Network Access Agreement Rev. 12/10/2009 L software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with ' accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. ' 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ' ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ' ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR ' OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall ' not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised ' or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to ' and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all ' necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City ' shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such ' subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Vendor Network Access Agreement 2 ChemWare Rev. 12/10/2009 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and ' obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law/ Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OF FORT WORTH: CHEMWARE, INC: By: By: ACM Name ame: J-�•f6 r W A Assistant Ci y�nager Title: VP16tW Date-.,- �/ /d Date: Z/z/z a i o ATTE ATTEST: By By: 66-)'L C) Marty Hendrix Name: viE'0 City Secretary ap o L 0Oo APPROVED AS O FORM AND LEGALITYrp�0�°° Vwa B ✓ O 4 �. O � Assistant City Attorney o M & C: none required 0 XA ✓ .� y J _ �c Authorizat;ioD Vendor Network Access Agreement 3 ChemWare Rev. 12/10/2009