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HomeMy WebLinkAbout1998-122-08/18/1998-AUTHORIZING IGA BETWEEN THE CITY, CITY OF LONGMONT, AND PLATTE RIVER POWER AUTHORITY RELATING TO THE RESOLUTION 98-122 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE MAYOR TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF FORT COLLINS, THE CITY OF LONGMONT AND PLATTE RIVER POWER AUTHORITY RELATING TO THE PURCHASE AND OPERATION OF A JOINT CUSTOMER INFORMATION SYSTEM WHEREAS, in January of 1998, the cities of Longmont, Loveland, Estes Park and Fort Collins began exploring the possibility of having Platte River Power Authority ("Platte River") purchase and operate a customer information system on behalf of the four cities; and WHEREAS,while Loveland and Estes Park have decided not to participate,Fort Collins and Longmont have decided to operate a joint customer information system that would be purchased and operated on behalf of the two cities by Platte River; and WHEREAS,in order for Platte River to be able to operate the proposed customer information system for the two cities, it will be necessary for Platte River to purchase the necessary system, hardware, operating software and hire technical staff to operate and maintain the customer information system at its facilities; and WHEREAS, Fort Collins and Longmont have agreed that if Platte River will purchase and operate a customer information system on behalf of the two cities, they will each reimburse Platte River for their share of all costs associated with such purchase and operation; and WHEREAS,each city's share of reimbursed costs will be based upon the ratio of the number of customers each of the cities has to the total number customers that will be served by the customer information system, which will result in Fort Collins initially paying 62.5% of the joint costs; and WHEREAS, in order to set forth the respective rights and obligations of Platte River, Longmont and Fort Collins in so acquiring and operating a joint customer information system at Platte River's facilities,the parties propose entering into that certain"Customer Information System Intergovernmental Agreement Between the City of Fort Collins,City of Longmont and Platte River Power Authority"which is attached hereto as Exhibit A and incorporated herein by reference ("the Intergovernmental Agreement"); and WHEREAS,pursuant to C.R.S. Section 29-1-203, Platte River,Longmont and Fort Collins are authorized to contract with one another in order to provide for the joint exercise of any function, service or facility lawfully authorized to each of the entities. NOW,THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS that the Mayor is hereby authorized to execute, on behalf of the City of Fort Collins the Intergovernmental Agreement in substantially the form as set forth in Exhibit"A"attached hereto. Passed and adopted at a regular meeting of the City Council this 18th d ugust A.D. 1998. ayor ATTEST: 0 City Clerk EXHIBIT A (Resolution) Customer Information System Intergovernmental Agreement Between City of Fort Collins City of Longmont And Platte River Power Authority The City of Fort Collins ("Ft. Collins" or"City"), the City of Longmont, ("Longmont" or "City") and Platte River Power Authority ("Platte River") have agreed to cooperate in the installation and operation of a new customer information system("CIS").This Intergovernmental Agreement("Agreement") will outline the responsibilities of each party in carrying out this project. Background Fort Collins and Longmont ("Cities") have asked Platte River to act as the data service center for a new CIS to be used for billing and other customer information purposes. Each city will continue to operate its own customer service operations including customer contact,bill preparation, all monetary functions having to do with billing, and other customer service and information functions. Platte River will host the CIS data base computer hardware and use its fiber optic system to convey data to the Cities' computer networks. Because only two of the four Platte River cities are participating in this CIS project,Fort Collins and Longmont will reimburse Platte River for all expenses incurred in connection with the installation and operation of the system. Term The term of this Agreement will be 10 years from the date of the last signature by any of the three parties of this Agreement. Administration Two committees will govern the CIS project during both the installation and operation phases The Operating Committee will consist of one representative each from - Longmont, Fort Collins, and Platte River.This committee will oversee the operation of Platte River's portion of the CIS project. Each year the Operating Committee will approve a budget for CIS operations at Platte River and any new expenditure over $5,000 required for the common portion of the project such as hardware, communications,or staffing.The initial Operating Committee assignments by each party will be made in writing within 30 days of the execution of the Agreement. Assignments to the Operating Committee may be changed at any time by giving prior written notice to the other parties to this Agreement. The Executive Committee will be made up of the Utilities General Manager from Fort Collins, Longmont's Power and Communications Director, and the General Manager of Platte River.This Committee will meet at least annually to review Platte River's operation of the CIS data system.The Executive Committee will also approve any written project plans, such as an operating plan or the disaster recovery plan,which os/12/98 CIS Intergovernmental Agreement August 1998 Page 2 will be used to define and guide operation of the CIS project. The Executive Committee will resolve any disputes that arise in the administration of the project. Neither the Operating Committee nor the Executive Committee will have any authority over CIS operations within Longmont or Fort Collins. Platte River's Role and Responsibilities Platte River will contract with SCT Utility Systems Inc. ("SCT") for the software licenses for the Banner Customer Management System,Oracle Database,and other associated software products,which contract is attached hereto as Exhibit A. Platte River will contract with SCT for SCT's Technical Currency Program and will maintain the software, in coordination with the Cities, in an up-to-date condition throughout the term of the Agreement,which contract is attached hereto as Exhibit B. Exhibits A and B,or separate documents signed by SCT, will identify the Cities as third party beneficiaries of Exhibits A and B. Platte River will also contract with SCT for installation services to support the Cities' efforts in switching from their previous CIS software to the SCT system. Platte River will administer the SCT contract in such a way as to maximize the benefit to the Cities in accordance with their needs. Platte River's contract with SCT will provide for the transfer of the appropriate licenses to the Cities should Platte River's role as data service center ever come to an end. Platte River will work closely with Cities' staff throughout the project to assure that the Cities' needs are met by SCT during the installation phase and subsequent operation phase of the project. Platte River will procure the hardware needed to support the operation of the SCT software.The hardware will be purchased in a timely manner to assure fast, reliable operation. A disaster recovery plan will be established by November 1998 and submitted in writing describing the way in which back-up computing and communication services will be supplied. Platte River will work with the Cities to establish the communication system that will be used between the CIS server and the Cities' computer networks. Platte River will assign the equivalent of two staff people full time to operate and support the hardware and software that comprise the CIS project. One of the staff positions will be an experienced Oracle database administrator. The two Platte River staff members will also help the Cities with any CIS related activity. Other Platte River staff will support the communications connections to the Cities. Platte River will make initial payment for licensing, the Technical Currency Program, professional services,hardware,communications, and staffing. Platte River will work with each City to establish a plan of reimbursement to Platte River of both one-time charges such as licenses,professional services, and hardware,and for ongoing annual and monthly expenses such as the Technical Currency Program, the hardware maintenance contract, and staffing costs. Platte River will keep a separate account for oa/12/es CIS Intergovernmental Agreement August 1998 Page 3 the CIS project for each City and will make the detail of that project account available to the City at any time. Platte River,in conjunction with Fort Collins,Longmont and SCT,plan to have the CIS project in full operation by the end of February 2000. Confidentiality Platte River agrees to preserve the confidential nature of the Cities' CIS data and will not make CIS data available on Platte River's internal computer network. Cities agree to allow the two Platte River CIS employees to have access to the data for purposes of their job assignments associated with the CIS project. Platte River will advise its employees of the confidential nature of the data and will require its employees to keep the data confidential and to comply with the provisions of the Colorado Open Records Act. Cities' Role Cities will be the recipient of CIS data and will have free and unrestricted use of that data. Cities agree to supply adequate staff support for the installation process and will provide end user hardware that is compatible with SCT requirements. Cities shall have the right as third party beneficiaries under SCT contracts to enforce all rights of Platte River under such contracts. Cities will reimburse Platte River for its share of CIS project reasonable expenses. These expenses include (i) the cost of all software licenses purchased for the project, (ii) all professional services required for installation, (iii) the Technical Currency Program, (iv) hardware and communication costs, (v) Platte River staff expenses,and (vi) other miscellaneous expenses associated with the project. Cost Responsibility Fort Collins and Longmont will be responsible for the start-up and continuing operating expenses of the CIS project.The following cost breakdown for each City is based on estimates known to exist as of August 1,1998. Exhibit 1 describes the cost formulas that will be used to allocate cost between Longmont and Fort Collins once actual costs have been determined. — 08/12/99 CIS Intergovernmental Agreement August 1998 Page 4 Fort Collins Estimate Basis of Cost Frequency SCT License Cost $463,350 per customer one time (59,000 customers) Oracle License Cost $240,000 per city staff user one time Installation Support $696,000 consulting time as needed one time Modifications and Interfaces $390,000 consulting time as needed one time SCT Training $ 65,000 consulting time as needed one time Computer Hardware $188,000 share of actual cost one time Communications Hardware $ 45,000 actual cost one time Software Maintenance Program $ 93,000 15% of SCT+Oracle cost annual Platte River Staff Costs $107,000 share of actual cost annual Hardware Maintenance Contract $ 28,000 share of actual cost annual Total Estimated One Time Costs $2,087,350 Total Estimated Annual Costs $ 228,000 08/12/98 CIS Intergovernmental Agreement August 1998 Page 5 Longmont Estimate Basis of Cost Frequency SCT License Cost $262,750 per customer one time (35,000 customers) Oracle License Cost $240,000 per city staff user one time Installation Support $467,000 consulting time as needed one time Modifications and Interfaces $165,000 consulting time as needed one time SCT Training $ 65,000 consulting time as needed one time Computer Hardware $112,000 share of actual cost one time Communications Hardware $ 50,000 actual cost one time Software Maintenance Program $ 63,000 15% of SCT+Oracle cost annual Platte River Staff Costs $ 63,000 share of actual cost annual Hardware Maintenance Contract $ 17,000 share of actual cost annual Total Estimated One Time Costs $1,361,750 Total Estimated Annual Costs $ 143,000 The Cities' financial obligations under this Agreement are contingent upon the annual appropriation,budgeting, and availability of specific funds to discharge those obligations. Nothing in this Agreement shall create a payment guarantee to Platte River or a debt or a multiple fiscal year financial obligation under the Colorado Constitution or any similar provision of either-City's Charter or ordinances. If it appears during the installation process that the one time costs listed above for either City will be exceeded by more than 10%, Platte River will obtain the approval of that City for the additional expenditure. Fort Collins Financial Officer Platte River acknowledges that Fort Collins' Charter imposes upon the Fort Collins Financial Officer the duty to see that the financial affairs of the City are properly administered. In connection with discharging such duty, the Financial Officer is required to determine what accounting systems and forms must be used in billing the City's utility customers and how,when and by whom the City's billing systems and records are to be audited. Further, the Financial Officer is authorized by the Fort os/12/98 CIS Intergovernmental Agreement August 1998 Page 6 Collins City Code to promulgate rules and regulations for the administration of the City's billing systems used for its utilities. Platte River therefore agrees to only use those accounting systems and forms that have been approved in writing by the City's Financial Officer prior to their being used to provide services to the City under this Agreement. Platte River also agrees to comply with such audit requirements imposed upon it by the City's Financial Officer in connection with the services that Platte River is required to provide to the City under this Agreement. However, Fort Collins shall reimburse Platte River for any additional costs it may incur in connection with compliance with the provisions of this paragraph. CIS Services for Another Entity If Fort Collins or Longmont desire to provide CIS services to an outside entity, that City will provide information about the new use of CIS to the other parties and be responsible for reimbursing Platte River for the costs of any additional licenses that are purchased from SC-F.The cost formulas in Exhibit 1 will be used to reallocate applicable expenses such as software and hardware maintenance expenses and staffing costs.The Operating Committee and Executive Committee will review and approve the use of the CIS system for any outside entity and will approve the cost allocation changes that would result from an additional user.The new user will be expected to pay for its proportionate share of the CIS hardware through either a lump sum payment or an additional monthly or yearly payment as approved by the Operating and Executive Committees. If Platte River is asked to provide CIS services for an outside entity,it will review the proposal with the Operating Committee to determine how to respond to the request. The Executive Committee will have final approval of Platte River's use of CIS for any outside entity. The Executive Committee will also determine the revenue and expense split between Fort Collins and Longmont for any use of the CIS by Platte River. Termination At any time, each City shall have the right to terminate this Agreement upon giving Platte River and the other City 180 days prior written notice of such termination. In the event of such termination, Platte River shall be paid for services rendered through and including the date of such termination. In addition, the Executive Committee shall determine what costs, expenses or losses Platte River or the other City have incurred as a result of such termination. These costs, expenses and losses as determined by the Executive Committee shall be paid by the terminating City prior to its release from this Agreement. Also,any such termination by one of the Cities under this Agreement shall not affect Platte River's continuing obligations to provide services under this Agreement to the other City. At any time that Longmont and Fort Collins mutually agree to terminate their use of Platte River as the CIS data service center, Platte River will arrange for the transfer of the appropriate software licenses to Fort Collins and Longmont, and will help Fort Collins and Longmont decide how to allocate the communication and hardware equipment. Platte River will resolve its own staffing issues if Longmont and Fort Collins so terminate their participation in this Agreement. as/12/98 CIS Intergovernmental Agreement August 1998 Page 7 Notices All notices, requests, demands, and other communications under this Agreement shall be in writing and duly given upon delivery,if delivered personally,or upon depositing in the U.S. Mail,postage prepaid and certified, return receipt requested,and addressed to the proper party as follows: City of Fort Collins City of Longmont Platte River Power Authority 700 Wood St Civic Center Complex 2000 E.Horsetooth Rd. Fort Collins,CO 80521 350 Kimbark Fort Collins,CO 80525 Attn: Utilities General Mgr Longmont,CO 80501 Attn: Division Manager,Power Attn: Finance Director System Operation Assignment Neither City nor Platte River shall assign or transfer any interest in this Agreement without the prior written consent of the other parties. Provisions Construed as to Fair Meaning The provisions of this Agreement shall be construed as to their fair meaning and not for or against any party based upon any attributes to such party of the source of the language in question. Headings for Convenience All headings,captions and titles are for convenience and reference only and of no meaning in the interpretation or effect of this Agreement. Compliance with Ordinances and Regulations Platte River shall perform all obligations under this Agreement in strict compliance with all federal, state and City laws,rules,statutes,charter provisions,ordinances, and regulations applicable to the performance of Platte River's services under this Agreement. No Implied Representation No representations, agreements,covenants,warranties, or certifications, express or implied, shall exist as between the parties, except as specifically set forth in this Agreement. No Third Party Beneficiaries None of the terms or conditions in this Agreement shall give or allow any claim, benefit, or right of action by any third person not a party hereto. Any person other than the Cities or Platte River receiving services or benefits under this Agreement shall be only an incidental beneficiary. Indemnification In connection with the Cities' use of Platte River's services and facilities to be provided under this Agreement, Cities agree to indemnify and hold harmless Platte River,its officers and employees against all liabilities,claims,and demands which arise from 08/12/98 CIS Intergovernmental Agreement August 1998 Page 8 negligent acts or omissions of the Cities, or of their officers or employees,provided such acts or omissions by the Cities' officers or employees occurred during the performance of their duties and within the scope of their employment. In addition, Cities agree to indemnify Platte River,and its officers and employees, from all costs and expenses related to defending such liabilities, claims, and demands,including but not limited to,litigation costs and attorneys' fees whether or not any such liabilities, claims and demands are groundless,frivolous, false,or fraudulent. However, the Cities and Platte River acknowledge and agree that all such liabilities,claims and demands shall be subject to any notice requirements, defenses,immunities, and limitations to liability that Cities, and their officers and employees, may have under the Colorado Governmental Immunity Act (C.R.S. Section 24-10-101, et seq.) and to any other defenses,immunities and limitations to liability available to the Cities, and to their officers and employees,under the law. In connection with Platte River's providing its services and facilities to the Cities under this Agreement,Platte River agrees to indemnify and hold harmless the Cities, their officers and employees against all liabilities,claims, and demands which arise from negligent acts or omissions of Platte River, or of its officers or employees,provided such acts or omissions by Platte River officers or employees occurred during the performance of their duties and within the scope of their employment. In addition, Platte River agrees to indemnify the Cities, and their officers and employees from all costs and expenses related to defending such liabilities,claims, and demands,including but not limited to,litigation costs and attorneys' fees whether or not any such liabilities,claims and demands are groundless,frivolous,false,or fraudulent. However, Platte River and Cities acknowledge and agree that all such liabilities,claims and demands shall be subject to any notice requirements, defenses, immunities, and limitations to liability that PIatte River, and its officers and employees, may have under the Colorado Governmental Immunity Act(C.R.S. Section 24-10-101, et seq.) and to any other defenses, immunities and limitations to liability available to Platte River, and to its officers and employees, under the law. Integrated Agreement and Amendments This Agreement is an integration of the entire understanding of the parties with respect to the matters set forth herein. The parties shall only amend this Agreement in writing with the proper official signatures attached thereto. Waiver No waiver of any breach or default under this Agreement shall be a waiver of any other or subsequent breach or default. Severability Invalidation of any specific provisions of this Agreement shall not affect the validity of any other provisions of this Agreement. Governing Law This Agreement shall be governed and construed in accordance with the binding laws of the State of Colorado. 08/12/98 CIS Intergovernmental Agreement August 1998 Page 9 Binding Effect This Agreement shall be binding upon the parties and their respective successors, and assigns. In Witness Whereof, the parties execute this Agreement as of this day of August 1998. City of Fort Collins City of Longmont Platte River Power Authority Mayor Mayor General Manager Attest: Attest: Attest: City Clerk City Clerk Assistant Secretary Approved as to form: Approved as to form: Deputy City Attorney Assistant City Attorney os/12/98 CIS Intergovernmental Agreement August 1998 Page 10 Exhibit 1 SCT License Cost- City payment= (number of licenses requested from SCT for the City x cost per license) +cost of additional software products Oracle License Cost- City payment= (number of users for the City/ number of users for Longmont+Fort Collins) x total Oracle license fee Annual SCT Technical Currency Program(TCP) - City payment=Annual TCP cost x A SCT Installation Support- City payment= the SCT billed cost for installation support SCT Customizations and Interfaces- City Payment= the SCT billed cost for customizations and interfaces for the City SCT Training- City payment=1/2 of the SCT training cost Computer Hardware- City payment =cost of all common hardware costs x A Annual Hardware Maintenance Contract- City payment= annual cost x A Communications Hardware- City payment= the cost of hardware to connect the CIS computer to the city network - Platte River Staff Costs- City cost=Platte River's CIS staff labor costs,including benefits x A Miscellaneous Costs- allocation to be determined by the Operating Committee A=number of SCT licenses for a City/total number of SCT licenses purchased for this CIS project ("A" will be recalculated each January to keep the cost split up to date with any additional SCT licenses that are procured.The initial SCT license split is 55,000 for Fort Collins and 33,000 for Longmont for a total of 88,000.There will be one SCT License for each active City customer.) as/u/es EXHIBIT A (IGA) 11111 SCT SOFTWARE LICENSE& SERVICES AGREEMENT SCT UTILITY SYSTEMS, INC. Carolina Research Park 9 Science Court Columbia,SC 29203-9344 FAX Number(803)935-8032 ("SCT") and PLATTE RIVER POWER AUTHORITY 2000 E.Horsetooth Road Fort Collins, Colorado 80525 FAX Number(907)229-5219 ("Licensee") for and on behalf of itself and the Municipalities THIS AGREEMENT is made between SCT and Licensee as of the Effective Date. The parties agree as follows: 1. Definitions. The following terms used in this substantial equivalent thereof and deliver it to Agreement and its attached Exhibits shall be deemed to Recipient by the end of the month following the month have the following meanings: in which disclosure occurs. Recipient shall treat such information as the Discloser's Confidential "Acceptance" refers ONLY to Customizations, Information pending receipt of such summary. and means the passage of the ten (10) day period Notwithstanding the above, and whether or not it is following the expiration of the Testing Period without marked as such, Confidential Information of SCT Licensee advising SCT of the existence of a material includes the Licensed Software, all software provided non-conformance between the Customization and the with the Licensed Software, and algorithms, methods, Customization Specification. techniques and processes revealed by the Source Code of the Licensed Software and any software provided "Baseline" means the general release version with the Licensed Software, as well as all SCT- of a Component System as updated to the particular provided instruction, training, consultation, instruction time in question through both SCT's warranty services materials, education and/or other services related to the and SCT's Technical Currency Program, but without Licensed Software or the implementation thereof, any other modification whatsoever. including without limitation, all derivative materials of „ any of the foregoing. Confidential Information does Component System means any one of the not include information, documents and records that: computer software programs which is identified in (i) are or become known to the public without fault or Exhibit 1 as a Component System, including all copies breach of the Recipient; (ii) the Discloser regularly of Source Code (if provided), Object Code and all discloses to third parties without restriction on related specifications, documentation, technical disclosure; (iii)the Recipient obtains from a third party information, and all corrections, Customizations, without restriction on disclosure and without breach of additions, improvements and enhancements to and all a non-disclosure obligation or (iv) the Discloser is Intellectual Property Rights for such Component required by law to disclose. System. "Customer" means, in each instance, both (i) a "Confidential Information" means non-public person or entity located in the Territory who/which is information of a party to this Agreement, including, currently receiving one or more Utility services from without limitation, information, documents and records Licensee or from the Municipalities for which Licensee that are required by law not to be disclosed to third generates a bill using the Licensed Software and (ii) a parties. Tangible materials that disclose or embody Third Party Customer. Confidential Information shall be conspicuously marked by the Discloser as "Confidential," "Customization" means any SCT-developed "Proprietary" or the substantial equivalent thereof. custom changes to the Source Code and/or Object Confidential Information that is disclosed orally or Code of the Baseline Licensed Software in compliance visually shall be identified by the Discloser as with a Customization Specification therefor, and which confidential at the time of disclosure and reduced to a are not made generally available to SCT licensees so as written summary by the Discloser, who shall mark to become a part of the Baseline Licensed Software. such summary as "Confidential," "Proprietary" or the PlatteRiver.doc jan 08/12/98 4:00 PM I For these purposes, a Customization includes interfaces Supplements)that is attached to any amendment to this which are developed by SCT for Licensee. Agreement. "Customization Specification" means the high "Exhibit 2" means the Statement of Work level design specification and detailed functional attached to this Agreement which is marked as specification for a particular Customization that SCT "Exhibit 2." and Licensee have agreed upon and from which SCT will generate the technical specification and, thereafter, "Exhibit 3" means the form of non-disclosure the Customization. agreement attached to this Agreement which is marked as "Exhibit 3." "Database Software" means that certain application-specific Component System owned by "Exhibit 4" means the List of Customizations Oracle Corporation and identified in Exhibit 1 as the attached to this Agreement which is marked as "Database Software." "Exhibit 4." J "Delivery Address" means the Licensee "Exhibit 5" means the Project Schedule shipping address set forth in Exhibit 1 as the Delivery attached to this Agreement which is marked as Address. "Exhibit 5." "Delivery Date" means, for each Component "Intellectual Propertv Rights" means all System or Customization, as applicable, the date patents, patent rights, patent applications, copyrights, Licensee first receives that Component System or copyright registrations, trade secrets, trademarks and Customization at the Delivery Address. service marks and Confidential Information. "Discloser" means the party providing its "Licensed Software" means the Component Confidential Information to the Recipient. Systems listed in Exhibit 1. "Documented Defect" means: (i) as that term "Licensee Emplovees" means: (i) Licensee's refers to a Baseline Component System, a material employees and/or the employees of any of the deviation between the Baseline Component System and Municipalities, with a need to know; and (ii) third its documentation, and as that term refers to a party consultants engaged by Licensee and/or by any Customization, a material deviation between the of the Municipalities who have a need to know, who Customization and its Customization Specification;and have been pre-approved by SCT, and who, prior to in either event, (ii) with respect to the Year 2000 obtaining access to the Licensed Software, have warranty described in Section 7(a) of this Agreement, executed the non-disclosure agreement attached hereto the failure of any Baseline Component System or as Exhibit 3. Customization, as applicable, when used in accordance with its applicable documentation, to be so-called "Municipalities" means the followin- "year 2000 compliant," (i.e., able to accurately process municipalities that have executed a non-disclosure date data, including, but not limited to, calculating, agreement in the form attached hereto as Exhibit 3: comparing, and sequencing, from, into, during and Fort Collins, Colorado; and Longmont, Colorado. between the twentieth and twenty first centuries, Estes Park, Colorado and Loveland, Colorado shall including the years 1999 and 2000, and leap year also be deemed to be a Municipality, subject to calculations), provided that all third party products Licensee' payment to SCT of the additional license and (including hardware, software and firmware) used in related fees therefor. As of the Effective Date, combination with any such Baseline Component Licensee has not committed to remit payment of fees System or Customization, as applicable, properly for Estes Park,Colorado or Loveland, Color-ado. exchange date data with it; and in any of these cases, for which Documented Defect SCT can replicate the "Object Code" means computer programs deviation or failure on a computer configuration which assembled, compiled, or converted to magnetic or is both comparable to the Equipment and is under electronic binary form on software media, which are SCT's control. readable and usable by computer equipment. "Effective Date" means the date identified on "Permitted Service Bureau Processing" means the signature page of this Agreement as the Effective use of the SCT Software to provide commercial service Date. bureau data processing services to Third Party Providers located in the Territory to bill Third Party "Equipment" means the hardware and systems Customers. software configuration identified in Exhibit 1 as the Equipment. "Recipient" means the party receiving "Exhibit 1" means, collectively: (i) the Confidential Information of the Discloser. schedule attached to this Agreement which is marked '`SCT Software" means, collectively, the SCT- as "Exhibit 1," including all attached Software proprietary BANNER Component Systems identified Supplements; and (ii) any schedule also marked as in Exhibit 1. "Exhibit I" (also including any attached Software PlatteRiver.doc jan 08/12/98 4:00 PM 2 "Services" means billing (and products and under this Agreement. Any rights not expressly services related to billing) for consumers of gas, granted in this Agreement are expressly reserved. electric, water, sewer, solid waste, recycling and all other services for which the Licensed Software can (a) Source Code. If Exhibit I to this Agreement reasonably be utilized. does not otherwise provide that Licensee has a license to use Source Code for a particular Component "Software Supplement" means, with respect to System, then Licensee has no rights in or to the Source a Component System, the Oracle Software Supplement Code for that Component System. Only with respect to provided as part of Exhibit 1 that contains additional the Component Systems for which the Source Code is terms, conditions, limitations and/or other information so licensed, Licensee has the right to compile, modify, pertaining to that Component System. If any terms of improve and enhance the Licensed Software. Licensee a Software Supplement conflicts with any other terms will not disclose all or any part of the Source Code for of this Agreement, the terms of the Software the Licensed Software to any person except Licensee Supplement will control. Employees who, before obtaining access to the Source Code, have been informed by Licensee in writing of "Source Code" means computer programs the non-disclosure obligations imposed on both written in higher-level programming languages, Licensee and such Licensee Employees under this sometimes accompanied by English language Agreement. comments and other programmer documentation. (b) Object Code. Licensee has right to use the Testing Period means the twenty (20) days Licensed Software in Object Code form. Licensee also following Licensee's receipt of a Customization during has the right to use the Licensed Software in Object which Licensee can verify whether such Customization Code form temporarily on another SCT-supported conforms in all material respects with the configuration, for disaster recovery of Licensee's Customization Specification therefor. computer operations. "Territory" means the State of Colorado. (c) Documentation. Except as otherwise provided for in the applicable Software Supplement, "Third Partv Customers" means a Utility Licensee can make a reasonable number of copies of customer of a Third Party Provider, located in the the documentation for each Component System for its Territory,to which Licensee provides Services. use in accordance with the terms of this Agreement. "Third Partv Provider" means a third party (d) Restrictions on Use of the Licensed Utility provider with an aggregate number of Software. Licensee is prohibited from causing or customers of 15,000 or less, located in the Territory, permitting the reverse engineering, disassembly or and which has contracted with Licensee or a decompilation of the Licensed Software. Except as Municipality to obtain Permitted Service Bureau otherwise expressly provided in this Section 3(d) and Processing services from Licensee or a Municipality. in Sections 3(f) and 3(g) below, Licensee is prohibited from using the Licensed Software to provide service Utilitv" means a commodity or service bureau data processing services or to otherwise provide generally and reasonably understood to be a "utility," data processing services to third parties. The Licensee such commodities/services which include, without may, however, use the Licensed Software to provide limitation, gas, electric, water, sewer, waste removal data processing services to the Municipalities. services and other typical utility services for which the Licensee will not allow the Licensed Software to be Licensed Software can reasonably be utilized. used by, or disclose all or any part of the Licensed Software to, any person except Licensee Employees. 2. Right to Grant License and Ownership SCT has Without limiting the foregoing, Licensee is permitted the right to grant Licensee this license to use the to allow use of the input and/or output sensory displays Licensed Software. Except as otherwise indicated in of or from the Licensed Software by third parties on a the Oracle Software Supplement in Exhibit 1, SCT strict "need to know" basis, and such use shall not be owns the Licensed Software. deemed a non-permitted disclosure of the Licensed Software. Licensee will not allow the Licensed 3. License. Subject to the terms and conditions of this Software, in whole or in part, to be exported outside of Agreement, SCT grants Licensee a perpetual, non- the United States of America, in any manner or by any exclusive, non-transferable license to use and copy for means, without in each instance obtaining SCT's prior use the Licensed Software on the Equipment within the written consent and, if required, a validated export Territory for Licensee's computing operations to bill license from the Office of Export Administration Customers for Utility services for and on behalf of within the U.S. Department of Commerce and such itself and the Municipalities. The computer readable other appropriate United States governmental media containing Source Code and Object Code for the authorities. Licensed Software may also contain Source Code and Object Code for Component Systems for which (e) Intellectual Property Rights Notices. Licensee is not granted a license for use. Licensee may Licensee is prohibited from removing or altering any not make any use of any Source Code and/or Object of the Intellectual Property Rights notice(s) embedded Code for any such Component Systems for which in or that SCT otherwise provides with the Licensed Licensee is not expressly obtaining a license for use Software. Licensee must reproduce the unaltered PlatteRiver.doc jan 08/12/98 4:00 PM 3 Intellectual Property Rights notice(s) in any full or partial copies that Licensee makes of the Licensed Licensed Software for from 94,001 through 300,000 Software. Customers, the additional license fees shall be calculated at$4.35 per additional Customer; (ii)for the (f1 Additional Billing Riohts. For so long as both rights to use the Licensed Software for from 300,001 this Agreement and the Technical Currency Agreement through 500,000, the additional license fees shall be (executed by the parties on or about the Effective Date) calculated at 54.00 per additional Customer; tit for remain in full force and effect, and provided that the the rights to use the Licensed Software for over fees specified in this Agreement and in the Technical 500,000 Customers, the additional license fees per Currency Agreement have been remitted to SCT, SCT additional Customer shall be calculated at ninety hereby grants Licensee the right to provide so-called percent (90%) of SCT's then-current, applicable per- "Consolidated Billing Services" to its Customers. For Customer list price license fees. Should Licensee purposes of this Agreement, "Consolidated Billing exercise the option described above, Licensee agrees to Services" means the inclusion in a single bill of both pay to SCT an additional fee for Improvements the Utility services provided by Licensee or by a provided (in addition to and not in lieu of the fees for Municipality as well as additional Utility services Improvements (as defined therein) Licensee is already provided to that same Customer by a third party who obligated to pay) under the Technical Currency has authorized Licensee to bill for their Utility Agreement (executed by the parties on or about the services. As described above, such Consolidated Effective Date). Such fee shall be calculated at fifteen Billing Services may only be provided to Customers of percent(15%) of the additional license fees payable by Licensee located in the Territory. The aggregate Licensee for the additional Customer rights. Licensee number of Customers, including those Customers for can exercise the above-described option, in each whom a Consolidated Bill is generated, may not instance, by delivering to SCT, by no later than 5:00 exceed the maximum Customer limitation identified in P.M. Eastern time on Iviay 31,2001,executed copies of Exhibit 1, unless otherwise authorized in an both: (a) an SCT-approved amendment to this amendment hereto or as otherwise provided for in Agreement (which SCT will provide to Licensee upon Section 3(h) below. Notwithstanding anything to the reasonable request) which will specify the additional contrary contained in this section, Licensee agrees and Customers added by Licensee, and the additional recognizes that the use of the Database Software for license fees, in accordance with the above; and (b) an Consolidated Billing Services shall be governed and SCT approved amendment to the Technical Currency controlled by the then-current prices, policies and Agreement, which will specify the additional fees to be restrictions of Oracle Corporation. paid by Licensee for Improvements in accordance with the above. The fees payable upon the exercise of this (g)Permitted Service Bureau Processing Riohts. option shall be in addition to, and not in lieu of, any Provided that both this Agreement and the Technical other fees due to SCT under this Agreement and/or the Currency Agreement (executed by the parties on or Technical Currency Agreement. After May 31, 2001, about the Effective Date) remain in full force and Licensee may exercise the option, however the effect, and provided further that the fees specified in additional license fee and the related fees due under the this Agreement and in the Technical Currency Technical Currencv Agreement shall be at SCT's then Agreement have been remitted to SCT, Licensee shall current per-Customer prices. Licensee must add have the right to use the SCT Software for Permitted additional Customers in blocks of 2,500 Customers, Service Bureau Processing. The aggregate number of and must remit payment of the additional license fees Customers, including Third Party Customers, may not for such block(s) to SCT in each instance by not later exceed the maximum Customer limitation identified in than the end of the month following the month in Exhibit 1, unless otherwise authorized in an which Licensee added the Customer(s) that exceeded amendment hereto or as otherwise provided for in the Customer limitation. Notwithstanding anything to Section 3(h) below. Notwithstanding anything to the the contrary contained in this section, Licensee agrees contrary contained in this section, Licensee and recognizes the terms and prices associ�ed with an acknowledges that it will be unable to use the SCT increase in the number of Customers or concurrent Software to engage in any Permitted Service Bureau users of any third parry software (such as the software Processing without first obtaining from Oracle of Oracle) are governed and controlled by the prices Corporation, at an additional cost to Licensee, a license and restrictions of such third party software vendors. to use the Database Software to engage in Permitted Service Bureau Processing. Licensee further 4. Available Services. acknowledges that the use of the Database Software in a service bureau environment shall be governed and (a) Implementation/Support/Training Services controlled by the then-current prices, policies and SCT shall provide Licensee with restrictions of such third party software vendor. implementation/support/training services for the (h) Additional Customers. Provided that this Licensed Software at the fees provided in Exhibit 1. Agreement has not been terminated, SCT hereby grants (b) Consulting and Customization Services. Licensee the option, beginning on the Effective Date SCT shall also provide Licensee, at its request, with and continuing at the prices set forth below until May consulting and Customization services for the Licensed 31, 2001, to obtain from SCT the right to use the Software. Fees for such consulting and Customization Licensed Software in accordance with the terms and services shall be as provided in Exhibit 1. conditions of this Agreement for Customers above and beyond the limitation specified in Exhibit 1 for the (c) Workmanlike Skills. SCT shall render all following one-time fees: (i) for the rights to use the services under this Agreement in a professional and PlatteRiver.doc jan 08/12/98 4:00 PM 4 workmanlike manner. SCT will promptly replace any under this Agreement, with reimbursement to be on an SCT personnel that are rendering services on-site at a as-incurred basis. SCT will use reasonable efforts to Licensee facility if Licensee considers the personnel to limit travel and living expenses by using coach air fare, be unacceptable and provides SCT with notice to that booked in advance when available, staying at hotels effect, provided that such replacement does not violate identified in advance by Licensee as offering any law or governmental regulation applicable to such Licensee's contractors a discounted rate, and sharing personnel replacement. rental cars. For purposes of this Agreement and the Technical Currency Agreement, SCT's travel expenses (d)Conditions On Providing SCT's Services In shall only include reasonable expenses incurred for each instance to which SCT is providing Licensee with transportation and food, and SCT's living expenses services under this Agreement, SCT and Licensee will shall only include reasonable expenses incurred for develop a project plan and statement of work that transportation, food and lodging. Travel and living identifies each party's responsibilities for performing expenses shall include related expenses such as tax, to completion such services. The project plan and gratuities, parking and tolls. Reimbursement is subject statement of work,the current version of each of which to any statutory reimbursement limitations imposed on is attached hereto as Exhibit 2, describe in detail the Licensee contractors, and Licensee will provide SCT tentative schedule and the scope of services that SCT with a copy of such limitations before SCT incurs such will provide, provided that Licensee purchases the expenses. Licensee will pay each SCT invoice by no professional services hours listed in Exhibit 1. later than thirty(30)days after receipt. Late payments Licensee and SCT will work together to establish the are subject to a late charge equal to the lesser of: (i) overall project direction. Licensee must assign a the prime lending rate established from time to time by project manager who will assume responsibility for Mellon Bank, N.A., Philadelphia, Pennsylvania plus coordinating Licensee's resources and activities with three percent (3%); and (ii) the highest rate permitted SCT. Licensee must ensure that the Equipment is by applicable law. operational, accessible and supported at the times agreed to by the parties in the project plan. While SCT (b) Taxes. Licensee is responsible for paying all is providing such services, Licensee must provide SCT taxes (except for taxes based on SCT's net income, with such facilities, equipment and support at assets or capital stock) relating to this Agreement, the Licensee's or any Municipality's premises, as are Licensed Software, any services provided or payments reasonably necessary for SCT to perform its made under this Agreement. Applicable tax amounts obligations, including remote telephone or modem (if any) are NOT included in the fees set forth in this access to the Equipment. Provided that Licensee fulfills Agreement. If Licensee is exempt from the payment of its obligations (including its staffing and training any such tares, Licensee must provide SCT with a obligations) and takes those steps that are necessary valid tax exemption certificate; otherwise, absent proof prerequisites to SCT's completion of its responsibilities of Licensee's direct payment of such tax amounts to under the project plan,then SCT will use its good faith, the applicable taring authority, SCT will invoice commercially reasonable efforts to perform its Licensee for and Licensee will pay to SCT all such tax professional services obligations under the project plan amounts. in material conformance with the milestones contained therein, provided however, that Licensee recognizes (c) Records on Number of Customers; SCT that SCT shall in no event be responsible for Audit Rights. Licensee or the Municipalities will circumstances outside of its reasonable control(such as maintain books and records in connection with the delays attributable to Licensee or third parties or number of Customers to which Licensee is providing problems/defects associated with third party hardware Services. SCT may audit the relevant books and or software) which delay the project. If the parties do records of Licensee to ensure compliance with the not develop a project plan in any instance, SCT will terms of this Agreement. SCT will provide Licensee nonetheless provide Licensee with services on an as- with written notice of its intent to conduct such an directed basis, provided however, that in no such event audit at least twenty (20) business days prior to the will SCT be required to provide Licensee with more audit. Any such audit will be conducted during than eighty (80) person-hours of services in any single Licensee's regular business hours at Licensee's offices calendar week. and will not interfere unreasonably with Licensee's business activities. Audits will be made no more than 5. Deliverv. Except as otherwise provided in Exhibit once in any six (6) month period, and no more than 1, SCT wi11 deliver all Baseline Component Systems to twice in any twelve (12) month period. If an audit Licensee at the Delivery Address within thirty (30) reveals that Licensee has underpaid for the number of days after the Effective Date. Customizations to the Customers to which Licensee has been providing Baseline Component Systems shall be delivered by Services for anv audit period, then Licensee will pay SCT to the Licensee on the date indicated in the project SCT within fifteen (15) days after receiving a written schedule of Exhibit 2 attached hereto or as otherwise billing invoice from SCT: (i)the underpaid license fees agreed to by SCT and the Licensee, therefor, which fees will equal SCT's then-current list rates; (ii) associated fees for services to be provided by 6. Pavment and Taxes. SCT under the Technical Currency Agreement(entered into between the parties on or about the Effective (a) Payment. Licensee will pay SCT as Date); (iii) any applicable late charges; and (iv) if an provided for in Exhibit 1. Licensee will also reimburse audit reveals that Licensee has underpaid for the SCT for actual travel and living expenses that SCT number of Customers to which Licensee has been reasonably incurs in providing Licensee with services PlatteRiver.doc jan 08/12/98 4:00 PM 5 providing Services by five percent (5%) or more, if: (i) anyone (including Licensee) other than SCT SCT's reasonable costs of conducting the audit. modifies the Baseline Component System; or (ii) Licensee does not implement changes that SCT 7. Limited Warranty, Disclaimer of Warrantv and provides to correct or improve the Baseline Component Election of Remedies. System. If despite any Customization of the Component System, SCT can replicate the reported (a) Limited Software Warranty by SCT and problem in the Baseline Component System as if the Remedy For Breach. For each Component System, problem were a Documented Defect, then SCT will SCT warrants to Licensee that, for the period specified nonetheless provide Licensee with an avoidance below, the Baseline Component System, as used by procedure for or a correction of that reported problem Licensee on the Equipment for its own computing for use in the Baseline Component System as though operation to provide Services to Customers, will the reported problem were a Documented Defect. operate without Documented Defects. This limited warranty shall remain in effect for period of twelve (d) FAILURE OF ESSENTIAL PURPOSE. (12)months after the Delivery Date, except that, solely THE PARTIES HAVE AGREED THAT THE with respect to "Year 2000" Documented Defects (as LIMITATIONS SPECIFIED IN SECTIONS 7 AND defined in Section 1 above), this limited warranty shall 16 WILL SURVIVE AND APPLY EVEN IF ANY remain in effect for a period of twenty four (24) LIMITED REMEDY SPECIFIED IN THIS months after the Delivery Date. For each AGREEMENT IS FOUND TO HAVE FAILED OF Customization, SCT warrants to Licensee that, for a ITS ESSENTIAL PURPOSE, AND REGARDLESS period commencing upon the Delivery Date of the OF WHETHER LICENSEE HAS ACCEPTED Customization through the date which is ninety (90) ANY LICENSED SOFTWARE OR SERVICE days after the Integration Verification (as such term is UNDER THIS AGREEMENT. defined in Exhibit 2), such Customization, as used by Licensee on the Equipment for Licensee's own 8. Confidential Information. Except as otherwise computing operation to provide Services to Customers, permitted under this Agreement or as otherwise will operate without Documented Defects. For each required by law, the Recipient will not knowingly Documented Defect, SCT, as soon as reasonably disclose to any third party, or make any use of the practicable and at its own expense, will provide Discloser's Confidential Information. The Recipient Licensee with an avoidance procedure for or a will use at least the same standard of care to maintain correction of the Documented Defect. If, despite its the confidentiality of the Discloser's Confidential reasonable efforts, SCT is unable to provide Licensee Information that it uses to maintain the confidentiality with an avoidance procedure for or a correction of a of its own Confidential Information of equal Documented Defect, then, subject to the limitations set importance. Except in connection with the Licensed forth in Section 16 of this Agreement, Licensee may Software and any software provided with the Licensed pursue its remedy at law to recover direct damages Software, the non-disclosure and non-use obligations resulting from the breach of this limited warranty. of this Agreement will remain in full force with respect These remedies are exclusive and are in lieu of all to each item of Confidential Information for a period other remedies, and SCT's sole obligations for breach of ten (10) years after Recipient's receipt of that item. of this limited warranty are contained in this Section However, unless otherwise required by law, Licensee's 7(a)• obligations to maintain both the Licensed Software and any software provided with the Licensed Software as (b) Disclaimer of Warranty. The limited confidential will survive in perpetuity. warranty in Section 7(a) is made to Licensee exclusively and is in lieu of all other warranties. SCT 9. Indemnity by SCT. SCT will defend, indemnify MAKES NO OTHER WARRANTIES and hold Licensee harmless from and against any loss, WHATSOEVER, EXPRESS OR IMPLIED, WITH cost and expense that Licensee incurs because of a REGARD TO ANY SERVICES PROVIDED claim that use of a Baseline Component System UNDER THIS AGREEMENT AND/OR THE infringes any United States copyright of others. SCT's LICENSED SOFTWARE, IN WHOLE OR IN obligations under this indemnification are expressly PART. SCT EXPLICITLY DISCLAIMS ALL conditioned on the following: (i) Licensee must notify WARRANTIES OF MERCHANTABILITY AND SCT of any such claim within a reasonable period of OF FITNESS FOR A PARTICULAR PURPOSE. time after receiving notice of the claim; (ii) Licensee SCT EXPRESSLY DOES NOT WARRANT THAT must in writing grant SCT sole control of the defense THE LICENSED SOFTWARE, IN WHOLE OR IN of any such claim and of all negotiations for its PART, WILL BE ERROR FREE, WILL settlement or compromise (if Licensee chooses to OPERATE WITHOUT INTERRUPTION OR represent its own interests in any such action, Licensee WILL BE COMPATIBLE WITH ANY may do so at its own expense, but such representation HARDWARE OR SOFTWARE OTHER THAN must not prejudice SCT's right to control the defense THE EQUIPMENT. LICENSEE WAIVES ANY of the claim and negotiate its settlement or CLAIM THAT THE LIMITED WARRANTY SET compromise); (iii) Licensee must cooperate with SCT FORTH IN SECTION 7(a) OR THE REMEDY to facilitate the settlement or defense of the claim; (iv) FOR BREACH OF SUCH LIMITED WARRANTY the claim must not arise from Customizations or (with FAILS OF ITS ESSENTIAL PURPOSE. the express exception of the other Component Systems and third parry hardware and software specified by (c) Abrogation of Limited Warranty. The SCT in writing as necessary for use with the Licensed limited warranty in Section 7(a) will be null and void Software) from the use or combination of products PlatteRiver.doc jan 08/12/98 4:00 PNI 6 provided by SCT with items provided by Licensee or its receipt of notices. Licensee must promptly send others. If any Component System is, or in SCT's copies of any notice of material breach and/or opinion is likely to become, the subject of a United termination of the Agreement to SCT's General States copyright infringement claim, then SCT, at its Counsel at 4 Country View Road, Malvern, PA 19355, sole option and expense, will either: (A) obtain for FAX number(610) 725-7457, or to such other place as Licensee the right to continue using the Component SCT may subsequently designate for its receipt of System under the terms of this Agreement; (B) replace notices. the Component System with products that are substantially equivalent in function, or modify the 12. Force Nlaieure. Neither party will be liable to the Component System so that it becomes non-infringing other for any failure or delay in performance under this and substantially equivalent in function; or (C) refund Agreement due to circumstances beyond its reasonable to Licensee the portion of the license fee paid to SCT control, including Acts of God, acts of war, accident, for the Component System(s) giving rise to the labor disruption, acts, omissions and defaults of third infringement claim, less a charge for use by Licensee parties and official, governmental and judicial action based on straight line depreciation assuming a useful not the fault of the party failing or delaying in life of five (5) years. THE FOREGOING IS SCT'S performance. EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL 13. Assignment. Except as set forth below, neither PROPERTY RIGHTS. party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment 10. Termination. shall be void without the prior written consent of the other party. For purposes of this Agreement, (a) Right of Termination. A party has the right "assignment" shall include use of the Licensed to terminate this Agreement if the other party breaches Software for benefit of any third party to a merger, a material provision of this Agreement. Either party acquisition and/or other consolidation by, with or of has the right to terminate this Agreement at any time Licensee, including any new or surviving entity that while an event or condition giving rise to the right of results from such merger, acquisition and/or other termination exists. To terminate this Agreement, the consolidation. However, the following shall not be party seeking termination must give the other party considered "assignments" for purposes of this notice that describes the event or condition of Agreement: SCT's assignment of this Agreement or of termination in reasonable detail. From the date of its anv SCT rights under this Agreement to SCT's receipt of that notice, the other party will have thirty successor by merger or consolidation or to any person (30) days to cure the breach to the reasonable or entity that acquires all or substantially all of its satisfaction of the party desiring termination. If the capital stock or assets; and SCT's assignment of this event or condition giving rise to the right of Agreement to any person or entity to which SCT termination is not cured within that period, this transfers any of its rights in the Licensed Software. Agreement will automatically be deemed terminated at the end of that period. However, notice to SCT of a Notwithstanding the foregoing, in the event that suspected Documented Defect will not constitute a one or more of the Municipalities ceases to use the notice of termination of this Agreement. Licensee to provide data processing outsource services to such Municipality, SCT agrees to grant such (b) Effect of Termination. Upon termination of Nlunicipality(s) a right to use the SCT Software on this Agreement by either party, Licensee will promptly substantially the same terms and conditions provided return to SCT or (at SCT's request) will destroy all herein. Such grant shall be subject to the following: copies of the Licensed Software, and will certify to (i) this Agreement and the Technical Currency SCT in writing, over the signature of a duly authorized Agreement are in full force and effect and are fully representative of Licensee,that it has done so. paid to date; (ii) the parties shall determine-the number of Customers currently receiving Services and shall (c) Survival of Obligations. All obligations apportion the number of Customers to the various relating to non-use and non-disclosure of Confidential entities on a pro rata basis; (iii) new Customer Information and indemnity shall survive termination of limitations shall be set at the number of Customers this Agreement,except as otherwise provided by law. each entity receives and the total number of Customers shall not in the aggregate exceed the Customer (d) Termination Without Prejudice to Other limitations set forth on Exhibit 1; (iv) additional Rights and Remedies. Termination of this Agreement Customers may be purchased at the rates set forth in will be without prejudice to the terminating party's Section 3(h) herein; and (v) any grant shall expressly other rights and remedies pursuant to this Agreement. exclude any assignment or transfer of the right of use for the Database Software, and each Municipality must 11. Notices. All notices and other communications obtain from SCT or from Oracle Corporation a right of required or permitted under this Agreement must be in use at then-current prices. As a condition precedent to writing and will be deemed given when: Delivered the effectiveness of any such grant, each Municipality personally; sent by United States certified mail, return must execute an SCT-approved agreement on receipt requested; transmitted by facsimile confuined substantially the terms and conditions hereof, which by United States first class mail; or sent by overnight agreement will govern the rights and obligations of courier. Notices must be sent to a party at its address such Municipality with regard to the SCT Software. shown on the first page of this Agreement, or to such The occurrence and satisfaction of the events described other place as the party may subsequently designate for PlatteRiver.doc jan 08/12/98 4:00 PNI 7 in this paragraph are hereinafter referred to as the ($1,000,000); and (iv) Comprehensive automobile "Municipality License Deployment." liability insurance, including property damage covering all owned or rented equipment used in connection with 14. No Waiver. A party's failure to enforce its rights performance of SCT's obligations hereunder, with a with respect to any single or continuing breach of this combined single limit of not less than One Million Agreement shall not act as a waiver of the right of that Dollars ($1,000,000). Such certificate shall provide in party to later enforce any such rights or to enforce any pertinent part that Licensee will receive not less than other or any subsequent breach. thirty (30) days prior written notice in the event of any cancellation of the insurance coverage provided for 15. Choice of Law; Severability. This Agreement hereunder,and that in the event of SCT's failure to pay shall be governed by and construed under the laws of any premium(s) due therefor, that Licensee shall have the State of Colorado, as applicable to agreements the right to remit payment of such premium on behalf executed and wholly performed therein, but without of SCT and may charge SCT, and SCT shall pay regard to the choice of law provisions thereof. If any Licensee, Licensee's actual expense incurred in provision of this Agreement is illegal or unenforceable, connection therewith. it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in 18. Equal Opportunity. SCT shall maintain full force and effect. policies of employment as follows: 16. LIMITATIONS OF LIABILITY. (a)SCT shall not discriminate against any employee or applicant for employment because of race, (a) LIMITED LIABILITY OF SCT. SCT'S religion, color, sex, or national origin. SCT shall take LIABILITY IN CONNECTION WITH THE affirmative action to ensure that applicants are LICENSED SOFTWARE, ANY SERVICES, THIS employed, and that employees are treated during LICENSE OR ANY OTHER MATTER employment, without regard to their race, religion, RELATING TO THIS AGREEMENT WILL NOT color, sex, or national origin. Such action shall EXCEED THE FEE THAT LICENSEE include, but not be limited to, the following: ACTUALLY PAID TO SCT (OR, IF NO employment, upgrading, demotion, or transfer; DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, recruitment or recruitment advertising; layoff or THE FEE REASONABLY ASCRIBED BY SCT) termination; rates of pay or other forms of FOR THE COMPONENT SYSTEM OR compensation; and selection for training, including SERVICES GIVING RISE TO THE LIABILITY. apprenticeship. SCT agrees to post in conspicuous places, available to employees and applicants for (b) EXCLUSION OF DAMAGES. employment, notices setting forth the policies of non- REGARDLESS WHETHER ANY REMEDY SET discrimination. FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT (b) SCT shall, in all solicitations or WILL SCT BE LIABLE TO LICENSEE FOR ANY advertisements for employees placed by them or on SPECIAL, INCIDENTAL, OR CONSEQUENTIAL their behalf, state that all qualified applicants will DAMAGES,WHETHER BASED ON BREACH OF receive consideration for employment without regard CONTRACT, TORT (INCLUDING to race, religion, color, sex,or national origin. NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SCT (c) SCT will comply with all provisions HAS BEEN ADVISED OF THE POSSIBILITY OF of Executive Order No. 11246 of September 24, 1965, SUCH DAMAGE. and by the rules, regulations, and relevant orders of the Secretary of Labor. (c) BASIS OF THE BARGAIN. LICENSEE ACKNOWLEDGES THAT SCT HAS SET ITS (d) SCT will furnish all information and FEES AND ENTERED INTO THIS AGREEMENT reports required by Executive Order No. 11246 of IN RELIANCE UPON THE LIMITATIONS OF September 24, 1965, and by the rules, regulations, and LIABILITY AND THE DISCLAIMERS OF orders of the Secretary of Labor, or pursuant thereto WARRANTIES AND DAMAGES SET FORTH IN and will permit access to any books, records, and THIS AGREEMENT, AND THAT THE SAME accounts by the designees of Licensee and the FORM AN ESSENTIAL BASIS OF THE Secretary of Labor for purposes of investigation to BARGAIN BETWEEN THE PARTIES. ascertain compliance with such rules, regulations and orders. 17. Insurance. For a period of three (3) years from and after the Effective Date, SCT shall at all times (e) In the event of SCT's non- maintain at its own cost the following minimum compliance with the Equal Opportunity clause of this insurance coverage in a form acceptable to Licensee Contract or with any of the said rules, regulations, or and, upon request of Licensee, shall furnish certificates orders, then subject to the notice of breach and the evidencing such insurance: (i) workers' compensation right to cure provided for in Section 10 hereof, this as required by the laws of the state of Licensee; (ii) Agreement may be canceled, terminated, or suspended, Employer's Liability Insurance with a combined single in whole or in part,and SCT may be declared ineligible limit of One Million Dollars ($1,000,000); (iii) for further contracts with Licensee and for Government Comprehensive General Liability Insurance with a Contracts in accordance with procedures authorized in combined single limit of One Million Dollars Executive Order No. 11246 of September 24, 1965, PlatteRiver.doc jan 08/12/98 4:00 PM 8 and such other sanctions many be imposed and parties about its subject matter. Any purchase order or remedies invoked as provided in Executive Order No. similar document which may be issued by Licensee in 11246 of September 24, 1965,or by rule,regulation, or connection with this Agreement does not modify this order of the Secretary of Labor, or as otherwise Agreement. No modification of this Agreement will be provided by law. effective unless it is in writing, is signed by each party, 19. Entire Agreement. This Agreement contains the and expressly provides that it amends this Agreement. entire understanding of the parties with respect to its 20. Bindine Effect. This Agreement shall be binding subject matter, and supersedes and extinguishes all upon and inure to the benefit of the authorized prior oral and written communications between the successors and authorized assigns of the parties hereto. THE PARTIES have executed this Agreement through the signatures of their respective authorized representatives. Effective Date:August 1998 SCT LICENSEE By: By: (Printed Name and Title of Signatory) (Printed Name and Title of Signatory) Platte.doc jan 08/12/99 4:05 PM 9 11111 SCT EXHIBIT 1 Licensee: PLATTE RIVER POWER AUTHORITY (Page I of 4) Delivery Address: 2000 E. Horsetooth Rd.,Fort Collins,CO 80525 EQUIPMENT: Host(s) or client server configuration(s) and/or combinations of host(s) and client server configuration(s) within the United States of America for which SCT supports the Licensed Software. Licensee acknowledges that certain Component Systems of the Licensed Software may require specific host or client configurations. SCT and Licensee shall work together to establish a detailed written description of the Equipment so that SCT can confirm that it is a configuration on which SCT supports use of the Licensed Software. SCT will then advise Licensee whether SCT supports or does not support use of the Licensed Software on the proposed configuration. If SCT does not support use of the Licensed Software on the proposed configuration, Licensee must propose a new configuration until SCT does confirm that it supports use of the Licensed Software on the proposed configuration NOTICE: To use any of the Licensed Software, Licensee must also make available, install on the Equipment and maintain SCT-supported versions of certain Oracle Corporation database software products and certain software/hardware peripherals. By this notice, SCT is advising Licensee that Licensee should consult with its SCT Professional Services representative to obtain a written listing of such necessary Oracle Corporation database software products and software/hardware peripherals. LICENSED SOFTWARE: Component System Source Code icensed! Sottware upp t ee (yes/no)* BANNER Customer Information System es None (CIS)for up to 94,000 Customers. Customer Contact System Yes None (CCS)for up to 94,000 Customers. BANNER Electronic Work i7u—eue Yes None (EWQ)for up to 94,000 Customers. BANNEK Customer I arget+ Yes one BANNER Web Access Yes None Database Software (See ata ase No Oracle Software- ,3 Software Detail Table below) Operating Supplement- System: UNIX Application Specific Full Use LICENSE Yes" indicates at the Source Code is being licensed and that Licensee wr receive a copy of sucn source cocie as provided for in Section 3(a). (Remainder of Page Intentionally Left Blank) PlatteRiver.doc jan 08/12/98 4:00 PM 10 1��111 SCT EXHIBIT I (Page 2 of 4) Licensee: PLATTE RIVER POWER AUTHORITY Delivery Address: 2000 Horsetooth Rd.,Fort Collins, CO 80525 DATABASE SOFTWARE DETAIL TABLE eve opment ep oyment ota (Client/Server) racle7 Server N7A 123 Server (Including Networking Kit, concurrent Distributed Option,Advanced Replication Option, Parallel Query Option, MultiProtocol Interchange, OCI, ODBC Driver, Web Listener, Web Agent, Objects for OLE, Bit-mapped Indexing, Enterprise Manager, and SQL*Net with Protocol Driver.) Developer named users 121 concurrentClient (Including Oracle Forms, Oracle users" concurrent Reports, and Oracle Graphics, and SOL'Net with Protocol Driver. Procedure Builder, DataBrowser, and SQL'Plus for named developers only.) rogrammer named users 121 concurrent 2 Server - (Including Oracle precompiler, users" concurrent Oracle Objects for OLE, Oracle Glue, and OCL) iscoverer named 40 named users Client (Including User&Administrator administrators copies.) Oracle Server Internet rocessors Web Server (Required for Banner Web Access.) Application Server Internet rocessors Web Server (Required for Banner Web Access.) is does noF-ap­pFy--to-ffe--SW Plus, Procedure Bi er and DataBrowser P-Or-ti-on-s-OTITe-v-eroper/2000 which are licensed for use by developers only. (Remainder of Page Intentionally Left Blank) PlatteRiver.doc jan 08/12/98 4:00 PM 11 IMII SCT EXHIBIT I (Page 3 of 4) Licensee: PLATTE RIVER POWER AUTHORITY Delivery Address: 2000 E. Horsetooth Rd., Fort Collins, CO 80525 PROFESSIONAL SERVICES: DESCRIPTION SERVICEPERMIT ESIIMAIEL)FEE* F,ro j ect an Person40114 ' A mP e�entai y �� �M - ' 'P Target+& Web Access s �i 12,600 Installation (Includes baseline installation for one server and two workstations. Two instances will be created on the server for an unmodified baseline repository, and training.) -Requirements Analys—is & Scope Delinition 920 person- ours Rule& Validation Set-Up Assistance 90 person-hours S15,750 System Verification& Inte.aration Veritication _TP person- ours slo Assistance Production Processing Cut__0­ve­r_S_u­pport 4-)6 person-hours S74,400 Person-A_ours;111 V pe our ,_%oq* Sum BANNER IS Customizations** J..1)9i hours 5555.001 L f0w SERVICESAAA"V Amounts represent estimates only. Actual fees for services will vary according to the billing rate of the SCT professional renderin2 the services and the number of person-hours of services rendered. All services are provided on a rime and material basis. The amounts stated exclude travel and living expenses. The Customizations are set forth on Exhibit 4 attached to this Agreement. SCT shall not begin work on any Customizations until authorized by Licensee. PlatteRiver.doc jan 08112/98 4:00 PNI 12 1111 SCT EXHIBIT 1 Licensee: PLATTE RIVER POWER AUTHORITY (Page 4 of 4) Delivery Address: 2000 Horsetooth Rd., Fort Collins, CO 80525 PAYMENT: For the Component Systems, SCT will invoice and Licensee will pay SCT the "TOTAL LICENSE FEE" as follows: Fifty percent (50%) by not later than thirty (30) days from the date of receipt of invoice from SCT; an additional forty percent(40%) by not later than December 31, 1998; and the remaining ten percent (10%) by not later than March 31, 1999. With respect to services provided by SCT for Conversion Support, development of Banner CIS Customizations, SCT will invoice Licensee on a monthly basis for ninety percent (90%) of the fees for all such services rendered, and one hundred percent (100%) of all related travel and living expenses incurred, during the relevant monthly period. The remaining unbilled ten percent (10%) of the services rendered will be invoiced to Licensee at the following times: (i) with respect to the Conversion Support services, the unbilled 10% retainage will be invoiced by SCT when SCT "completes" the integration verification on the modified Licensed Software, using the converted data (using the definition of"complete" as set forth below); and(ii) with respect to the development of the Banner CIS Customizations,the unbilled 10%retainage will be invoiced by SCT when SCT delivers the last Customization identified in the project plan. The integration verification shall be deemed "complete" when SCT demonstrates that the modified Licensed Software operates under the test environment without the failure of a major function specified in the SCT documentation or Customization Specifications, as applicable,which function has a critical impact on Licensee's business. SCT will invoice Licensee for one hundred percent (100%) of all other services (i.e., all professional services other than the Conversion Support services and the Banner CIS Customization services) and applicable charges on a monthly basis, as SCT renders the services or Licensee incurs the charges, as applicable. To the extent that Licensee discontinues the project prior to the completion of the integration verification, or prior to the delivery of the Customizations, for reasons other than for SCT's failure to provide services in accordance with this Agreement, or to the extent that Licensee's failure to meet its material obligations and responsibilities in the implementation project cause SCT to be unable to complete the integration verification or deliver all Customizations,then Licensee shall, in any such instance, pay SCT all unbilled retainage amounts upon invoice from SCT. Number of Software Supplements Attached: 1 SCT LICENSEE By: By: (Printed Name of Signatory) (Printed Name of Signatory) Title: Title: PlatteRiver.doc jan 08/12/98 4:00 PM 13 11111 SCT ORACLE SOFTWARE SUPPLEMENT APPLICATION SPECIFIC FULL USE 1. Additional Definitions. As used in this Supplement: (1) "Database Software" means those (g) Licensee agrees that Oracle shall not be Component Systems of Oracle Corporation ("Oracle") liable for any damages,whether direct, indirect, incidental, identified in Exhibit 1 of the Agreement under the heading special, or consequential, arising from the Licensee's use "Database Software;" and (2) "Location" means 2000 E. of the Database Software or related materials; Horsetooth Road,Fort Collins,CO 80525. (h) At the termination of the Agreement 2. Ownership.Oracle owns the Database Software. for any cause whatsoever, Licensee shall discontinue its use of the Database Software and shall deliver the Database 3. Restrictions on Use of Database Software. Software, including all archival or other copies of the Licensee's use of the Database Software is subject to the Database Software, to SCT in accordance with the following additional terms and conditions: applicable provisions of the Agreement and shall forfeit all rights to use the Database Software in any way; (a) Licensee has the right to use the Database Software only in Object Code form, only on the (i) Licensee is prohibited from publishing designated Equipment at the Location, and only for any result of any benchmark tests which compare the Licensee's internal data processing; Database Software to other database software programs; (b) Licensee is prohibited from transferring 0) Licensee is prohibited from exporting or duplicating the Database Software except for temporary or permitting the export of all or any part of the Database transfer in the event of Equipment malfunction and in order Software outside the United States of America where to make a single backup or archival copy of the Database Licensee is located, in any manner or by any means; Software; (k) Licensee acknowledges and agrees that (c) Licensee is prohibited from assigning Oracle is a third par, beneficiary of this Agreement; its license to use the Database Softvvare in whole or in part and is prohibited from making the Database Software (1) Licensee acknowledges and available in any timesharing or rental arrangement, in understands that the Database Software is not specifically whole or in part; developed or licensed for use in any nuclear, aviation,mass transit or medical application or in any other inherently (d) Licensee agrees not to use the Database dangerous application. Software for any purpose except within the scope of the Licensed Software owned by SCT, in accordance with the (m) Notwithstanding any other provision, restrictions set forth in the Agreement. Licensee may use Licensee may allow third parties to access the Oracle Web the Database Software to customize the Licensed Software Application Server Enterprise Edition only through remote owned by SCT as required, including changing forms telecommunications by client computers using Internet through the use of SQL"Forms and creating and altering networking protocols, provided that: (i) Licensee does not tables that the Licensed Software uses. Licensee shall not charge such third parties for such access; (ii) such third use the Database Software to expand the Licensed Software parties may only access Oracle Web Application Server beyond the scope provided and supported by SCT; Enterprise Edition for the sole purpose of viewing, querying or adding data to Licensee's database, so long as (e) Licensee is prohibited from causing or such access is in accordance with the other terms of the permitting the reverse engineering, disassembly or Agreement; and (iii) Licensee shall indemnify SCT and decompilation of the Database Software, in whole or in Oracle for anv damages from any such third parry's access part; to Oracle Web Application Server Enterprise Edition. (t) Licensee acknowledges that the Database Software is proprietary to Oracle and is supplied (n) Licensee may only access the Oracle by SCT under license from Oracle. Title to the Database Web Application Server Enterprise Edition through remote Software shall at all times remain vested in Oracle or its telecommunications by client computers via Internet designated successor. Except for the right of use that is networking protocols. expressly provided to Licensee under the Agreement, no right, title or interest in or to the Database Software is granted to Licensee; Iffill SCT EXHIBIT 2 PlatteRiver.doc jan 08/12/98 4:00 PM 14 Licensee: Platte River Power Authoritv(PRPA) Delivery Address: 2000 E. Horsetooth Rd., Fort Collins.CO 80525 STATEMENT OF WORK This Statement of Work is intended to very clearly define project responsibilities by major project phase. Project Management SCT will assume overall responsibility for the management and coordination of this project, including the management of all SCT resources and project activities. SCT will assume overall responsibility for conducting all project related administration activities including the development and administration of an MS Project based work program. Project status reporting will be conducted on a monthly and quarterly basis. SCT will provide a half-time project manager for the duration of the project from project initiation through Production Critical Support activities. PRPA will provide a full-time project manager with ultimate responsibility for coordinating PRPA resources and activities with the SCT project manager. Project Initiation PRPA will provide project team facilities including:workstations, meeting rooms,and training rooms. SCT will work with PRPA to establish the electronic project office including: project directories, calendars, work program,time and expense reporting, status reporting and other items as agreed to. Software Installation &Training SCT will manage and coordinate delivery and installation of the software and services provided by SCT. Oracle RDBMS SCT will manage and coordinate the delivery and installation of the Oracle software and services by Oracle. Network Connectivitv PRPA will assume project management and coordination responsibility for connection of the server to PRPA's existing network. PRPA will connect the server hardware configuration to PRPA's existing network. PRPA will implement and maintain a remote dial-up connection between the SCT product support center and the PRPA server. PRPA will provide the network infrastructure required to support connectivity between the PRPA server and the PRPA client desktop environment. - Desktop Environment SCT will assist PRPA with the coordination responsibility for implementation of the desktop computing environment required to utilize the SCT Licensed Software. PRPA will purchase, install, configure and support the required workstations, printers and general desktop computing environment as identified under a separate contract for both the project team and end user environments. Licensed Software SCT will provide application licensing for the software described in Exhibit 1 of the SCT License Agreement. SCT will also provide PRPA with Technical Currency Services as described in the SCT Technical Currency Agreement. SCT will provide PRPA with software source code for the initial base product purchase and subsequent product releases subject to SCT's current business practices. SCT will install the base Licensed Software programs for non-production use upon delivery and installation on the PRPA server. 8/12/98 16:00 PM 15 Base System Delivery&Training SCT will install and certify the base Licensed Software on two(2)servers. SCT will install and certify the modified Licensed Software reflecting PRPA specific Customizations and interfaces on two(2)servers. The services are identified herein and in the project plan. Technical Core Team Training PRPA will designate a technical core team consisting of up to eight (8) PRPA users to participate in training courses. All technical training will be conducted on-site at PRPA facilities. SCT will conduct a two(2)day Banner CIS Technical training course for up to eight(8) PRPA users. SCT will conduct a five-(5)day Oracle Forms version 4.5 training course for up to eight(8)PRPA users. SCT will conduct a five(5)day Oracle DBA training course for up to eight(8)PRPA users. SCT will conduct a three(3)day Oracle Tools training course for up to eight(8)PRPA users. The services are identified herein and in the project plan. Functional Core Team Training PRPA will designate a functional core team consisting of up to ten (10) PRPA users to participate in training courses. SCT will prepare for and conduct an eight (8) week BANNER CIS Functional training course for up to ten (10) PRPA core team members. SCT will prepare for and conduct a five (5) day BANNER CCS & EWQ Functional training course for up to ten (10)PRPA core team members. SCT utilizes a"train-the-trainer" approach.PRPA will be responsible for training their end-users. The services are identified herein and in the project plan. 8/12/98 16:00 PM 16 Product Trainin¢ SCT will provide training materials and courses for the base Licensed Software. PRPA will modify the training program and training materials to reflect PRPA specific workflows, Customizations, and interfaces. PRPA will provide at a minimum one training facility capable of accommodating up to 10 users. PRPA will conduct training courses for system end users. PRPA will provide its users with specific times during their workday to conduct a hands-on user refresher either at their desktop or on a workstation within their work area. The services are identified herein, in the attachments and in the project plan. Business Environment Development SCT will assume project management and coordination responsibility for specified business environment development activities which are within the scope of the implementation project. During the requirements analysis activities the PRPA core team members will identify and develop scripts detailing the top business activities and the flow of work through the new system. PRPA will draft changes to Regulatory Requirements and Major Policies in support of the business scripts and new system processing. As required, PRPA will obtain approval from the appropriate regulatory body or executive to implement the required changes. The services are identified herein and in the project plan. Product Data Conversion PRPA will provide a team leader who will be responsible for coordinating conversion activities with the Project Manager. SCT will provide project management and coordination responsibility providing direction to PRPA for data conversion. PRPA,with the assistance of SCT,will be responsible for the conversion of data into the new system. PRPA will assign individuals to conduct data preparation activities. PRPA will assign individuals to perform data cleanup on the current system. SCT and PRPA will jointly create the Conversion Plan. Included as part of this process is a pre-mapping meeting between SCT consultants and customer team members involved in the conversion to review the methodology and to identify any initial critical issues. PRPA,assisted by SCT,will perform Data Mapping by identifying and matching the legacy system data structure to the BANNER CIS database. SCT will assist PRPA in the identification of manual conversion activities required to supplement the automated conversion effort. SCT will be responsible for providing technical conversion assistance and relational database knowledge for the conversion. SCT's methodology assumes that PRPA will take the lead in all conversion activities, with assistance and direction from SCT. However, in the event that PRPA requests that SCT take the lead in such conversion activities, SCT can do so, but does not believe that this would be in the best interests of PRPA. In Exhibit I above, under the subheading "Conversion Support," SCT has estimated the number of hours of professional services required for(i) coding and Verification and (ii) mapping. This estimate assumes that SCT is required to take a lead role in the conversion effort and is included for budgeting purposes. To the extent that PRPA assumes this lead role, as recommended by SCT,then the hours provided by SCT will be substantially less than these estimates. The services are identified herein and in the project plan. 8/12/98 16:00 PM 17 Data Preparation & Cleanup SCT will assume project management and coordination responsibility providing direction to PRPA in conducting data preparation and cleanup activities. PRPA will assign individuals to conduct data preparation activities. PRPA will assign individuals to perform data cleanup on the current system based on exception reports obtained from the mock conversions. SCT will assist PRPA in the identification of manual conversion activities required to supplement the automated conversion effort. The services are identified herein and in the project plan. Product Customizations SCT will deliver and install product Customizations in accordance with the project plan. Any product Customizations identified which PRPA deems unnecessary as the result of the requirements analysis will be dropped and SCT will have no further obligations with respect thereto. SCT will perform a requirements analysis and PRPA will review and approve, in a timely manner, the analysis results. SCT will conduct a functional and technical design resulting in a detailed program specification for each Customization identified. As mutually agreed to, PRPA may review and accept the functional specifications in accordance with the definition of Acceptance described in Section 1 of the SCT License Agreement. SCT will code and test the product Customizations. SCT will deliver the product Customizations to the system verification environment. The services are identified in the project plan. Product Interfaces SCT will deliver and install product interfaces in accordance with the project plan.Any product interfaces identified which PRPA deems unnecessary as the result of the requirements analysis will be dropped and SCT will have no further obligations with respect thereto. SCT through the project management process will manage the development of both sides of the required interface. SCT will perform a requirement analysis resulting in an analysis of the interfaces. As mutually agreed, PRPA may review and accept the analysis results in accordance with the definition of Acceptance described in Section 1 of the SCT License Agreement. SCT will conduct a functional and technical design resulting in a detailed program specification for each interface identified. As agreed to, PRPA may review and accept the functional specifications in accordance with the definition of Acceptance described in Section 1 of the SCT License Agreement. — SCT will code and test the product interfaces. SCT will deliver the product interfaces to the system verification environment. The services are identified in the project plan. Product Verification SCT and PRPA will jointly develop a test plan outlining the verification approach, methods, data, participants, etc. for the Customizations. SCT and PRPA will jointly assume responsibility for conducting a product integration verification to verify whether each delivered Customization materially conform to its Customization Specification("Integration Verification"). PRPA will assume responsibility for conducting a business test focusing on how well the business scripts flow with the new system. PRPA will provide resources to participate in verification activities under the direction of SCT. 8/12/98 16:00 PM 18 Based on SCT guidelines, SCT will provide resources for product fixes resulting from material errors identified during the system verification process. SCT will deliver the completed system to PRPA. PRPA and SCT will conduct a mock production conversion to fully exercise the system and prepare for production cutover. PRPA will review the results of the mock production conversion and all aspects of the project to confirm readiness of the system. The services are identified herein, in the attachments and in the project plan. Product Cutover SCT and PRPA will jointly develop the production cutover schedule. SCT and PRPA will jointly conduct production cutover activities PRPA will conduct manual conversion activities if needed following production cutover. Post Installation Support During the first sixty (60) days of operation, SCT will provide immediate production critical support, to PRPA, as requested by PRPA. Operation For the first 60 days of operation, SCT will work in good faith, with cooperation from PRPA, to optimize, to the extent practicable and in accordance with industry standards, the batch and on-line performance, but PRPA recognizes that such performance is based on a variety of factors outside of SCT's control, including hardware, system software, and network capacities. PROJECT TEAM EXPENSES SCT will incur reasonable travel and living expenses in the course of this project, as such expenses are described in Section 6(a)of this Agreement. SCT will provide a half-time Project Manager. SCT will assign other part-time personnel to the project. Travel and living expenses for these individuals will be based upon typical out-of-town engagements. All travel and living expenses will be based upon actual expenses incurred. PRPA agrees to pay said reasonable travel and living expenses for SCT personnel. ONGOING SUPPORT AGREEMENT Under a separate Technical Currency Agreement with SCT. PROJECT TEAM ORGANIZATION& STAFFING SCT will manage all SCT personnel issues promptly should they arise. PROJECT SCHEDULE A preliminary implementation project timeline jointly developed and mutually agreed to by the parties is set forth in Exhibit 5 attached hereto (the "Project Schedule"). SCT will undertake its reasonable, good faith efforts to complete its responsibilities under this Statement of Work and the Project Schedule in a timely fashion. It is assumed by SCT and PRPA that there will be no scope increase beyond what is known today and no delays will ensue due to PRPA's inability to perform its obligations and responsibilities in a timely fashion,however the Project Schedule may be updated from time to time as conditions warrant and as mutually agreed to by the parties. An implementation project timeline will be jointly developed and mutually agreed to by SCT and PRPA. PRICING & PAYMENT SCHEDULE Fees for services and SCT Licensed Software, as well as payment terms, are specified in Section 6 and Exhibit 1 of the SCT License Agreement. 8/12/98 16:00 PM 19 PRPA and SCT understand that this is not a fixed price contract except for the Licensed Software. However,project scope has been defined and SCT based upon professional experience has provided PRPA with the work effort which it anticipates in good faith will be necessary to complete this project. As a result, SCT is expected to provide the level of work effort as defined within the Agreement. If the scope of this project is modified by either party it must be documented using the project change control process mutually agreed to by SCT and PRPA. 8/12/98 16:00 PM 20 1111 SCT EXHIBIT 3 Licensee: PLATTE RIVER POWER AUTHORITY Delivery Address: 2000 E. Horsetooth Road,Fort Collins,CO 80525 CONSULTANT SOURCE CODE ACCESS NON-DISCLOSURE AGREEMENT The undersigned, a (insert legal standing here; e.g., "Delaware corporation," "individual," "Pennsylvania limited partnership"), for and on behalf of itself and its officers, directors, employees, consultants and other agents/representatives (collectively "Consultant"), in consideration of obtaining access to the Licensed Software(defined below), and for other good and valuable consideration,agrees as follows: I. Definitions. (a) "Licensed Software" means the Source Code and object code for the computer programs and computer coded instructions(including all related specifications, documentation, technical information, and all corrections, modifications, additions, improvements and enhancements to any of the foregoing) licensed by SCT Utility Systems, Inc. ("SCT") to ("Licensee") pursuant to the terms of a Software License Agreement between SCT and Licensee dated August_, 1998(the"License Agreement"). (b) "Source Code" shall include source code for the Licensed Software in both human-readable and machine- readable form. 2. Acknowledement. Consultant acknowledges and understands that the Licensed Software to be disclosed to him or her is of great value to SCT, the development of which has involved the expenditure of substantial amounts of money and the use of skilled development experts over a period of time. Consultant further acknowledges and understands that the Source Code of Licensed Software is being disclosed to him or her on a strictly confidential basis to be used only as expressly permitted by the terms and provisions of this Agreement and the License Agreement. 3. Restrictions on Use of the Licensed Software. Both before and after termination of the License Agreement for any reason,Consultant will refrain from permitting any person,firm,corporation,organization or entity to have access to or have use of, directly or indirectly, all or any part of the Licensed Software. Consultant shall maintain the Licensed Software in strict confidence and shall not disclose the Licensed Software in any manner to any other person, firm, corporation, organization or entity. Consultant shall not use,copy, duplicate,recreate,or reverse engineer all or any part of the Licensed Software,including without limitation all or any part of the Source Code, for any purpose other than the purposes explicitly permitted in this Agreement and the License Agreement. 4. Survival of Oblieations. Consultant's obligations hereunder shall survive the termination of the License Agreement. Consultant has executed this Agreement on this day of CONSULTANT By: Printed Name and Title: 8/12/98 16:00 PM 21 ��111 SCT EXHIBIT 4 Licensee: PLATTE RIVER POWER AUTHORITY Delivery Address: 2000 E. Horsetooth Road,Fort Collins,CO 80525 CUSTOMIZATIONS Customizations General Description: City of Longmont General Descriptions,Assumptions and Understandings: -Modify bill print extract fife-to allow City to print bills in current design format from AS400 with internal ability to print barcode for post office presort mailing rates. The estimated services fee for this Customization is: $25,902 - Add ability to print/sort service orders by route/sequence - modify service order process so that work orders, connect/disconnect lists and delinquent tags can be printed in route/sequence order for meter readers, meter technicians and field customer service representative.The estimated services fee for this Customization is$20,926 - Winter quarter averaging- sewer rates for the year are based on water usage from January, February and March of each year.City needs the ability to have the system average these months to create a sewer rate that will be effective for the remaining months of the same year. The estimated services fee for this Customization is$15,608** -Automatic assessment of a charge to the default customer when service goes into the default's name-owners who pay bills on rental properties between tenants are charged a fee each time their service is connected, the City needs the SCT system to provide this capability. The estimated services fee for this Customization is$24,139. City of Longmont Interface Customizations - MV90 - one way interface supplying billing determinants to CIS. The estimated services fee for this Customization is $16,731** -ITROAVTeldata-two way interface. The estimated services fee for this Customization is$28,662* -General Ledger interface-one way interface. The estimated services Fee for this Customization is$33,462 ** It has been assumed at this time that the cities of Fort Collins and Longmont will share in the development of these modifications and interfaces.The"shared"estimated costs are listed above. The cities understand that SCT will permit the cities to share these estimated costs if the program adaptations identified during the Requirements Analysis for each city are the same, each city using the same program code. However, if it is determined,as a result of the requirements analysis,that the cities wish to have customized versions of each modification and/or interface, each city understands thev will be required to pay the difference between estimates identified by SCT for the "common" elements and those identifi elements. ed by SCT for the "custom" 8/12/98 16:00 PM 22 Customizations General Description: City of Ft. Collins General Descriptions,Assumptions and Understandings: 1. Fort Collins (FCI): Fort Collins desires to create new billing formats. Information must be displayed on bills differently than on the standard Banner bill. Further, it is anticipated that billing services may be provided to adjacent utility districts and that custom bill formats will be required for each such entity. A Customization is needed that allows the utility billing staff(at the Business Analyst level) to readily create new bill formats. The estimated services fee for this Customization is$35,900. 2. Fort Collins (FC25): The Fort Collins CSR desires to display bill images in a mask that roughly simulates the printed bill form. The CSR can then "see" the bill that the telephoning customer referencing. (The CSR should be able to reference several months of prior bills in this manner.) We anticipate billing for other entities that will have their own unique bill layout; without his feature the CSR would have to memorize the layout of several bills. The estimated services fee for this Customization is$15,000. 3. Fort Collins (FC9): Fort Collins desires a customer information history query with the following information: account number, customer number, customer name, customer Social Security number, dates of service (initial and final), account balance and account status. This screen would normally be accessed by premise address. This query will be used for responding to owners, property managers, collection personnel and title companies asking about outstanding balances. The estimated services fee for this Customization is $17,812. 4. Fort Collins (FC13): Fort Collins desires the ability to transfer select premises from one master account to another, automatically updating the premise records to show the new ownership. The estimated services fee for this Customization is$35,900. 5. Fort Collins (FC23): Fort Collins desires to automatically generate a Final Delinquency Notice for a normally terminated account (not the same notice as for active accounts) or to manually trigger a Final Delinquency Notice for exceptions. The system should allow definition of the minimum balance for collection and the Final Delinquency Notice grace period. SCT's understanding is that comparable functionality already exists in the Baseline Licensed Software. Customizations for Ordinances, Rates & Policies 6. Fort Collins (FCS): The Fort Collins CSR must be able to select any or all services for computing budget billing for a premise. For instance, an owner may pay water service and does not want budget billing; the tenant pays for electric service and wants budget billing. Or, a customer wants to have budget billing for only their water service. SCT's understanding is a Customization is needed to allow selection/deselection of individual services for computing budget-billing amounts. The goal is for the CSR to answer the customer's question, "How much will I pay each month?" The estimated services fee for this Customization is$20,000. 7. Fort Collins(FC22): Fort Collins needs the ability to set the service initiation and/or termination dates to a prior date. For example, during the summer we are billing services to an owner because they have no current tenant. On the 15", the new tenant calls to say, "I've been here since the .IM, so bill me." We need to set the service initiation date to the 3`d instead of defaulting to the 15`". SCT anticipates that similar functionality will be included in a future Baseline version of the Licensed Software. 8. Fort Collins (FC6): Because Fort Collins has a lien ordinance, the system needs the ability to perform multiple delinquency actions at the same time. For instance, a discontinuance notice is triggered for the tenant, and at the same time, a notice may be sent to the owner, who is subject to a potential lien.. A Customization is needed allowing multiple delinquency actions for any trigger. The estimated services fee for this Customization is 524,466. 9. Fort Collins (FC10&32): Fort Collins has a lien ordinance that makes it necessary to leave account balances with the premise at which the charges were incurred. When a customer moves to a new residence, our impression is that Banner automatically transfers any unpaid final balance to the customer's new premise record. Banner must be modified to prevent any balance transfers to the new premise. However, the billing obligation should follow the customer. SCT anticipates that similar functionality will be included in a future Baseline version of the Licensed Software. 8/12/98 16:00 PM 23 10. Fort Collins (FC14): Fort Collins' policy allows owners of rentals to have bills for service(s) to default to themselves during tenant vacancies. Their options are to never have the service default to the owner, always have the service default to the owner, or only have it default to the owner during a specified time. The premise needs a month and day when this elected service option starts and stops.A Customization is needed allowing seasonal options for owner payment of services on rentals during vacancies. The estimated services fee for this Customization is$20,957. 11. Fort Collins (FC11): Fort Collins' policy sets an early due-date on bills that have outstanding balances from the previous month. If there is no balance owing, the bill due date is 25 days from billing date. If there is a balance owing, the due date is 10 days from billing date. Example: In May a customer is fully paid so due date is 25 days from the billing date. In April, May's balance is still owing, so due date is 10 days after billing. In June, customer has paid in full, so due date is back to 25 days after billing. Modify the bill due date computation to accommodate this policy. The estimated services fee for this Customization is$24,466. 12. Fort Collins (FC18): Fort Collins needs the notice and collection process to be modified so a customer is not placed on a cut-off list for non-payment of non-utility charges. For example, we will create a "Parks" service so that we can carry City recreation charges on our bill. If a customer refuses to pay charges for a softball tournament, but makes payment for the electricity and water service, the account will not automatically go into delinquency processing. SCT anticipates that similar functionality will be included in a future Baseline version of the Licensed Software. 13. Fort Collins (FC2): The Cities' sewer rates, both Fort Collins and Longmont, are established based on winter quarter water usage. The water consumption for January, February and March is averaged, and then multiplied by 30.4 to create the winter quarter water average. The sewer bill will be computed based on this winter quarter water usage for the next 12 months, April through March. A Customization is needed which automates the annual calculation and the April rate adjustment. The estimated services fee for this Customization is$28,278. 14. Fort Collins (FC34): Fort Collins' water rates provide for a 2000-gallon minimum usage. The minimum for a multifamily unit is 2000 times the number of units. The cost for the first multifamily unit is one amount, and all additional units are computed at a second, lower amount. We need the software to automatically compute the minimum gallons and charge from the number of units and these two amounts. The estimated services fee for this Customization is$15,000. 15. Fort Collins (FC35): Fort Collins' water rates for commercial customers may include a set annual water allotment for each premise. Each such commercial premise is assigned an individual allotment. (We do not apply annual allotments to residential premises at this time but may in the future.) Therefore,we need the ability to compute a surcharge amount, shown separately on the bill that is applied to all usage above the annual allotment. The estimated services fee for this Customization is$25,000. 16. Fort Collins(FC3): Fort Collins' electric monthly kW demand readings for a customer's initial or final bill are prorated if the customer received service for Tess than 30 days. The proration multiplier is computed by dividing days of actual service by 30. If the number of days of service is greater than 29,the multiplier is 1. SCT's understanding is that this feature does not exist and a Customization is needed that performs this calculation automatically. The estimated services fee for this Customization is$24,466. 17. Fort Collins (FC4): Fort Collins needs a multiplier to adjusting metered electrical usage in commercial facilities. This multiplier is applied to large users where the service has very high amperage or high voltage. At these facilities, current and potential transformers (CT & CP) are attached to the service transformer wires (not associated with the meter) to measure a small fraction of the power used. The multiplier adjusts this fractional amount to reflect total power used. (This is not the same as the meter multiplier that already exists in Banner. The meter multiplier is associated with the meter, the other with the service.) SCT reasonably anticipates that similar functionality will be included in a future Baseline version of the Licensed Software. What we do not understand is whether this multiplier is associated with the meter or the service or premise. Fort Collins needs a multiplier associated with the service or premise that is used in the billing calculation. (A premise may have multiple services.) Customizations for Interface to Systems 18. Fort Collins (FC27): Fort Collins and Longmont need an interface for an Itron MV-RS meter reading system, including both input and output (DCI and DCO) functionality. The estimated services fee for this Customization is $33,000 (Shared). 8/12/98 16:00 PM 24 19. Fort Collins (FC29): Fort Collins needs an interface to the J.D. Edwards"One World" financial package. The estimated services fee for this Customization is$33,000. 20. Fort Collins (FC30): Fort Collins needs an interface to the Core cash package. The Core package will also be interfacing with the J.D. Edwards system. SCT's understanding is that this interface already exists but must be modified for Fort Collins Chart of Accounts. The estimated services fee for this Customization is$33,000. 21. Fort Collins (FC31):Fort Collins needs an interface to postal certification software or similar functionality incorporated into Banner. The software needs to rewrite addresses according to US Postal Service standards, supplying 9-digit zip codes, and postal bar codes. SCT reasonably anticipates that similar functionality will be included in a future Baseline version of the Licensed Software. 8/12/98 16:00 PM 25 11111 SCT EXHIBIT 5 Licensee: PLATTE RIVER POWER At Delivery Address: 2000 E.Horsetooth Road,Fort Collins,CO 80525 PROJECT SCHEDULE (Attached) 8/12/98 16:00 PM 26 'rY m N 3 L _ _ 4 0 O 0 O � n a O ICI F U f n` e P 7 - 'O n � u y r N C b C o � c 9 � 'v Y C C 9 C '� r. G •C N N O O 9 C ° a c ++ r a °pJ i O C u CA a 'w O C O 0 N yO�s L O C L 7 A p p O P �' a d• '+ L 7 0IL y� W 19 Ln i u u° a E Ln � N n W a u a m LiN y Z a j LL fl m d n G 4 � "Tr n • n N r e n e m N • n ry � • n • N ,. is .3 `o •�., O ' II • V • m ti N M N N V • N N O • v❑ OI x e " C _ _ v Y7 pi J J J J ~ n N V 9 E 9 O O O O " i0 C S R 6 W f C p a m 9 a u y e o t1 LJ ry C i — _ s L N H V C C - C U ACCO a m c o y a ~ CL N N C Y C r F� p 6 •'` bi Lj COILE 99 y i � yJ 0 W N 2 O i u pJ M O VI'0 ]. C nw 6p E � Q rn S J e p e O r a n n n in r y a O W s EXHIBIT B (IGA) 1�1111 SCT TECHNICAL CURRENCY PROGRAM AGREEMENT SCT UTILITY SYSTEMS, INC. Carolina Research Park 9 Science Court Columbia,SC 29203-9344 FAX Number(803)935-8032 ("SCT") and PLATTE RIVER POWER AUTHORITY 2000 E. Horsetooth Road Fort Collins,Colorado 80525 FAX Number(907)229-5219 ("Licensee") THIS AGREEMENT is made between SCT and Licensee on the Commencement Date as of this_ day of August, 1998. SCT and Licensee have entered into a Software License and Services Agreement with an Effective Date of August _, 1998 (the "License Agreement") for the Licensed Software that is defined in the License Agreement. Licensee desires that SCT provide Maintenance and Enhancements for and new releases of the Baseline Licensed Software identified in Exhibit 1 on the terms and conditions contained in this Agreement. Accordingly,the parties agree as follows: 1. Incorporation By Reference. Sections 1 such Baseline Component System. (Definitions), 8 (Confidential Information), 11 through 15, inclusive (Notices, Force Maieure, (c) "Enhancements" means general Assignment, No Waiver and Choice of Law; release (as opposed to custom) changes to a Severability, respectively) and 19 Binding Baseline Component System which increase the Effect of the License Agreement are incorporated functionality of the Baseline Component System. into this Agreement by this reference as fully as if written out below. If any provision incorporated (d) "Expiration Date" means, with by reference from the License Agreement respect to each Baseline Component System, the conflicts with any provision of this Agreement, date upon which the initial term of this the provision of this Agreement will control. Agreement ends for such Baseline Component System as provided for in Exhibit 1 of this 2. Additional Definitions. The following Agreement. terms used in this Agreement and its attached Exhibit shall be deemed to have the following (e) "Improvements" means, collectively, meanings: Maintenance, Enhancements and New Releases provided under this Agreement. (a) "Commencement Date" means the date identified above in this Agreement as the (f) "Maintenance" means using Commencement Date. reasonable efforts to provide Licensee with avoidance procedures for or corrections of (b) "Contract Year" means, with respect Documented Defects. to each Baseline Component System, each one (1) year period beginning and ending on the dates (g) "New Releases" means new editions provided for in Exhibit I of this Agreement for of a Baseline Component System. PLA=RI.DOC jan 08/12/98 2:29 PM 1 Baseline Licensed Software (other than that (h) "Partial Year" means, for each version of the Baseline Licensed Software for Baseline Component System, the period between which such Customization was developed). SCT the Commencement Date and the first day of the can provide such reintegration services under the initial Contract Year for that Baseline Component terms and conditions of this Agreement but on a System. time and materials basis at SCT's then-current rates therefor. 3. Services. 4. Payment and Taxes. (a) Types of Services. During the term of this Agreement, SCT will provide Licensee (a) Technical Currency Fees. For the with Maintenance for, Enhancements of, and New Improvements for each Baseline Component Releases of each Baseline Component System System, Licensee will pay SCT: (i) the amount identified in Exhibit 1 of this Agreement. provided for in Exhibit 1 of this Agreement as the Partial Year payment (if applicable) on the (b) Limitations. All Improvements will payment date provided for in Exhibit 1 of this be part of the applicable Baseline Component Agreement; and (ii) the amount provided for in System and will be subject to all of the terms and Exhibit 1 as the "Payment Amount" for the first conditions of the License Agreement and this Contract Year; and (iii) for each Contract Year Agreement. SCT's obligation to provide Licensee subsequent to the initial Contract Year, an amount with Improvements for Baseline Component invoiced by SCT, which amount will not increase Systems owned by parties other than SCT is by more than the "Annual Escalation Not to limited to providing Licensee with the Exceed Percentage" provided for in Exhibit 1 of Improvements that the applicable third party this AgreementV the fee that Licensee was owner provides to SCT for that Baseline obligated to pay to SCT for Improvements for the Component System. In this regard, to the extent applicable Baseline Component System in the that an agreement authorizing SCT to resell or immediately preceding Contract Year for that sublicense a third party's Baseline Component Baseline Component System. Fees for System is terminated or expires prior to the Improvements for a Baseline Component System Expiration Date, or prior to the expiration of any are due on the first day of the first month of the renewal term, for that Baseline Component Contract Year for that Baseline Component System, then SCT's obligation to provide Svstem. Improvements to Licensee for that Baseline Component System, and Licensee's obligation to (b) Additional Costs. Licensee will also pay SCT for such Improvements, shall reimburse SCT for actual travel and 'living automatically terminate simultaneously with the expenses that SCT incurs in providing Licensee termination or expiration of the relevant with Improvements under this Agreement, with agreement. Licensee must provide SCT with such reimbursement to be on an as-incurred basis. facilities, equipment and support at Licensee's SCT will use reasonable efforts to limit travel and facilities as are reasonably necessary for SCT to living expenses by using coach air fare, booked in perform its obligations under this Agreement, advance when available, staying at- hotels including remote telephone or modem access to identified in advance by Licensee as offering the Equipment. Licensee's contractors a discounted rate, and sharing rental cars. Reimbursement is subject to (c) Support Hours. SCT will provide any statutory reimbursement limitations imposed telephone hot-line support from Monday through on Licensee contractors, and Licensee will Friday, 8 a.m. to 8 p.m. Eastern Standard Time, provide SCT with a copy of such limitations excluding U.S. observed holidays ("SCT Business before SCT incurs expenses. Hours"). Licensee will be entitled to place calls to SCT for, and to receive telephone assistance (c) Taxes. Licensee is responsible for from, SCT on functional and technical issues paving all taxes (except for taxes based on SCT's and/or to report support issues during SCT net income, assets or capital stock) relating to this Business Hours. Agreement, the Improvements, any services provided or payments made under this (d) Customization Reintegration Agreement. Applicable tax amounts (if any) are Services. SCT will provide Licensee with NOT included in the fees set forth in this assistance and/or support services in reintegrating Agreement. If Licensee is exempt from the any Customization into or with any version of the payment of any such taxes,Licensee must provide PLATTERI.DOC jan 08/12/98 2:29 PM 2 SCT with a valid tax exemption certificate; terminate this Agreement if the other party otherwise, absent proof of Licensee's direct breaches a material provision of this Agreement. payment of such tax amounts to the applicable Either party has the right to terminate this taxing authority, SCT will invoice Licensee for Agreement at any time while an event or and Licensee will pay to SCT all such tax condition giving rise to the right of termination amounts. exists. To terminate this Agreement, the party seeking termination must give the other party (d) Late Charges. Licensee will pay notice that describes the event or condition of each SCT invoice by no later than thirty (30)days termination in reasonable detail. From the date of after receipt. Late payments are subject to a late its receipt of that notice, the other party will have charge equal to the lesser of: (i) the prime thirty (30) days to cure the breach to the lending rate established from time to time by reasonable satisfaction of the party desiring Mellon Bank, N.A., Philadelphia, Pennsylvania, termination. If the event or condition giving rise plus three percent (3%); or (ii) the highest rate to the right of termination is not cured within that permitted by applicable law. period, this Agreement will automatically be deemed terminated at the end of that period. 5. Term. As it applies to each Baseline However, notice to SCT of a suspected Component System, the term of this Agreement is Documented Defect will not constitute a notice of for the period beginning on the Commencement termination of this Agreement. Termination of Date and continuing until the Expiration Date for this Agreement will be without prejudice to the that Baseline Component System. For each terminating party's other rights and remedies Baseline Component System, this Agreement will pursuant to this Agreement. automatically be extended for y consecutive Contract Years beyond the Expiration Date on a year-to-year basis unless either party notifies the 8. LIMITATIONS OF LIABILITY. other in writing of its intent not to extend this Agreement for any particular Baseline (a) LIMITED LIABILITY OF SCT. Component System at least twelve (12) months SCT'S LIABILITY IN CONNECTION WITH prior to the Expiration Date, or, for any Contract THE IMPROVEMENTS OR ANY OTHER Year subsequent to the Expiration Date, at least 'VIATTER RELATING TO THIS twelve (12) months prior to the expiration of the AGREEMENT WILL NOT EXCEED THE then-current Contract Year. FEES THAT LICENSEE ACTUALLY PAID 6. Disclaimer of Warranties. Licensee TO SCT FOR THE IMPROVEMENTS FORTHE YEAR THAT SUCH LIABILITY agrees and understands that SCT MAKES NO ARISES. WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED,WITH REGARD TO ANY IMPROVEMENTS AND/OR ANY (b) EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY OTHER MATTER RELATING TO THIS REMEDY SET FORTH HEREIN FAILS OF AGREEMENT, AND THAT SCT ITS ESSENTIAL PURPOSE OR EXPLICITLY DISCLAIMS ALL OTHERWISE, IN NO EVENT WILL SCT BE WARRANTIES OF MERCHANTABILITY LIABLE TO LICENSEE FOR ANY AND FITNESS FOR A PARTICULAR SPECIAL, INCIDENTAL, OR PURPOSE. FURTHER, SCT EXPRESSLY CONSEQUENTIAL DAMAGES, WHETHER DOES NOT WARRANT THAT A BASED ON BREACH OF CONTRACT, COMPONENT SYSTEM OR ANY TORT (INCLUDING NEGLIGENCE), IMPROVEMENTS WILL BE USABLE BY PRODUCT LIABILITY, OR OTHERWISE, LICENSEE IF THE COMPONENT SYSTEM AND WHETHER OR NOT SCT HAS BEEN HAS BEEN MODIFIED BY ANYONE ADVISED OF THE POSSIBILITY OF SUCH OTHER THAN SCT, OR WILL BE ERROR DAMAGE. FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE (c) BASIS OF THE BARGAIN. COMPATIBLE WITH ANY HARDWARE LICENSEE ACKNOWLEDGES THAT SCT OR SOFTWARE OTHER THAN THE HAS SET ITS FEES AND ENTERED INTO EQUIPMENT. THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND 7. Termination. A party has the right to THE DISCLAIMERS OF WARRANTIES PLATTERI.DOC jan 08/12/98 2:29 PM 3 AND DAMAGES SET FORTH IN THIS communications between the parties about its AGREEMENT, AND THAT THE SAME subject matter. Any purchase order or similar FORM AN ESSENTIAL BASIS OF THE document which may be issued by Licensee in BARGAIN BETWEEN THE PARTIES. connection with this Agreement does not modify this Agreement. No modification of this 9. Entire Agreement. This Agreement Agreement will be effective unless it is in writing, contains the entire understanding of the parties is signed by each party, and expressly provides with respect to its subject matter, and supersedes that it amends this Agreement. and extinguishes all prior oral and written THE PARTIES have executed this Agreement through the signatures of their respective authorized representatives. SCT LICENSEE By: By: (Printed Name of Signatory) (Printed Name of Signatory) Title: Title: Acknowledged and agreed as a third parry beneficiary as otherwise provided for herein: (Name of Municipality) (Name of Municipality) By: By: (Printed Name and Title of Signatory) (Printed Name and Title of Signatory) PLATrERLDOC jan 08/12/98 2:29 PM 4 1111 SCT EXHIBIT 1 Licensee: Platte River Power Authority PARTIAL YEAR PAYMENT/DUE DATE: (N/A) (Indicate"N/A if not applicable) FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: September 1, 1998 Annual Escalation Not To Increase By More than: See Below. Baseline Component System Contract Year Expiration Date First Annual Payment Begins/Ends Amount BANNER Customer Information August 31/September l August 31,2001 See Below System (CIS) for up to 94,000 Customers BANNER Customer Contact August 31/September 1 August 31,2001 See Below System (CCS) for up to 94,000 Customers BANNER Electronic Work Queue August 31/September 1 August 31,2001 See Below (EWQ) for up to 94,000 Customers BANNER Customer Target+ August 31/September I August 31,2001 See Below BANNER Web Access Au ust 31/September I August 31,2001 See Below Database Software Operating August 31/September 1 August 31, 2001 See Below Svstem: UNIX TOTAL: See Below FEE FOR INITIAL CONTRACT YEAR (September 1,1998,through August 31, 1999): $156,419 plus fifteen percent (15%) of any Additional License Fees paid and/or payable to SCT for blocks of additional Customers obtained by Licensee during the Initial Contract Year FEE FOR EACH SUBSEQUENT CONTRACT YEAR AFTER THE INITIAL CONTRACT YEAR: The sum of 110% of the amount that Licensee was required to pay to SCT for Improvements in the Contract Year immediately preceding the Contract Year for which Licensee is remitting such payment, plus fifteen percent (15%) of any Additional License Fees paid and/or payable to SCT for blocks of additional Customers during the Contract Year for which Licensee is remitting such payment. Payments are due within thirty days of the date of invoice from SCT. SCT LICENSEE By: By: (Printed Name and Title of Signatory) (Printed Name and Title of Signatory) PLATTERI.DOC jan 08/12/98 2:29 PM 5