HomeMy WebLinkAbout20150870.tiff RESOLUTION
RE: APPROVE AMENDMENT #5 TO TECHNICAL CURRENCY PROGRAM AGREEMENT
AND AUTHORIZE CHAIR TO SIGN -XEROX GOVERNMENT SYSTEMS, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on April 1, 2015 the Board was presented with Amendment #5 to the
Technical Currency Program Agreement between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Information Technology, and Xerox Government Systems, LLC, commencing October 1, 2014,
upon full execution of signatures, and ending September 30, 2017, with further terms and
conditions being as stated in said amendment, at which time the Board deemed it advisable to
continue the matter to the following meeting to allow additional time for staff to finalize the review,
and
WHEREAS, after review on April 6, 2015, the Board deems it advisable to approve said
amendment, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that Amendment #5 to the Technical Currency Program Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Department of Information Technology, and Xerox Government
Systems, LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said amendment.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 6th day of April, A.D., 2015, nunc pro tunc October 1, 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST.Wdavi 16. .Jffli�to•&C EXCUSED
Barbara Kirkmeyer, Chair
Weld County Clerk to the Board -
��� 1 s / /* i ike Freeman Pro-Tem
D..L1ty Clerk to kiie Boa 861,(I i .` •_ . _ '�
an P. Conway
APPROVED�`S TO FORM c:� r �/ /
County Attorney 7nO-W-r-a--
Steve Moreno
Date of signature: �� et, mint u'a2
2015-0870
IT0003
MEMORANDUM
c,. TO: Esther Gesick, Clerk to the Board April 1, 2015
�! --
FROM: Ryan Rose, Chief Information Officer c,2.‘
SUBJECT: Xerox Government Systems, LLC,
Xerox Government Systems, LLC., provides system maintenance and upgrades for
the Banner Finance System, Banner Document Imaging System, Oracle Database
and Oracle Application Server for Weld County. The original technical currency
agreement is dated August 8, 1994. The agreement renews on a 3 year basis, with
payments due annually. This is the 51h amendment to the original agreement and
covers period October 1, 2014 through September 30, 2017. The annual amount
due each September 2015, 2016 and 2017 is $73,421.00. Total renewal cost for 3
years is $220,263.00.
We ask that the BOCC approve the maintenance renewal agreement as submitted.
1
xerox ,�
AMENDMENT TO
TECHNICAL CURRENCY PROGRAM AGREEMENT
XEROX GOVERNMENT SYSTEMS,LLC.
130 Division Street
Waite Park,MN 56387
("Xerox")
and
Weld County
915 l0'"Street
Greeley,CO 80631
("Licensee")
Original Technical Currency Agreement dated August 8, 1994 (the"TC P Agreement").
This Amendment No. 5 (the"TCP Amendment").
Effective Date of this TCP Amendment: October 1,2014 (the"Amendment Date").
LICENSEE AND XEROX, intending to be legally bound,agree as follows:
1. Defined Terms. Unless specifically defined herein,all terms defined in the TCP Agreement shall have the
same meaning when used in this TCP Amendment.
2. Amendment to and Modification of TCP Agreement. Xerox agrees to provide Improvements with respect
to the additional Component Systems identified in Exhibit 1, attached to this TCP Amendment(the"TCP Exhibit")
on the same terms and conditions as the TCP Agreement for the period and for the fee specified in the TCP Exhibit.
The term of the TCP Agreement is deemed to be extended as provided for in the TCP Exhibit for purposes of this
TCP Amendment.Any amounts indicated on the TCP Exhibit are in addition to all other amounts payable under the
TCP Agreement.
3. Integration Provision, Except as expressly modified by this Amendment, the Agreement shall remain in
full force and effect. As of the Amendment Date, the Agreement, as further amended by this Amendment
constitutes the entire understanding of the parties as regards the subject matter hereof and cannot be modified except
by written agreement of the parties.
•
2015-0870
Weld County,CO TCP Amendment
/
!T0003
IN WETNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
XEROX GOVERNMENT SYSTEMS, I,I,C
By:John L. 1-Ilavac
Director
Title
3N266 ._ .
Date
ATTEST: di /L/ " BOARD OF COUNTY COMMISSIONERS
Weld `Inty Clerk to the Bo, •d WELD COUNTY,COLORADO
BY:
l�
.._.....�...�- �`
Deputy CI 'k to ti -o~ t- '\ Mike Freeman, Pro-Tem APR 0 S 2015
„--B.OVE AS � ( 'rj. 4 APPROVED AS TO SUBSTANCE:
Controller s J r -46 ,ie,f' urination Officer
f\I/A '—
APPROVE)? AS TO FORM: 1
Director of General Services
C;otu:ty Attorney
Weld County,Co TCP Amendment Page 2 (� t'.toC>240/5
EXHIBIT 1
Licensee: Weld County,CO
PARTIAL YEAR PAYMENT/DUE DATE: N/A
(Indicate"N/A if not applicable)
FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: September,2015
5% increase,then 0% increase for Iwo years, for a three year commitment
Baseline Component System Contract Year Begins/Ends Expiration Date First Annual
Payment Amount
Banner Finance October 1,2014—Sept 30,2015 $38,740.97
Banner Document Management System October I,2014—Sept 30,2015 $5,841.76
Oracle Database October I,2014-Sept 30,2015 $27,758.87
Oracle Application Server October 1,2014-Sept.30,2015 $1,079.40
Total $73,421.00
Banner Finance October 1,2015-Sept 30,2016 $38,740.97
Banner Document Management System October 1,2015-Sept 30,2016 $5,841.76
Oracle Database October 1,2015-Sept 30,2016 $27,758.87
Oracle Application Server October I,2015-Sept 30,2016 $1,079.40
Total $73,421.00
Banner Finance October 1,2016-Sept 30,2017 $38,740.97
Banner Document Management System October 1,2016-Sept 30,2017 $5,841.76
Oracle Database October 1.2016-Sept 30,2017 $27,758.87
Oracle Application Server October 1,2016-Sept 30,2017 $1,079.40
Total $73,421.00
Additional Terms:
Upon the expiration of the full term of this Amendment to Technical Currency Agreement,effectively
September 30, 2017, the improvement fees will be escalated by no more than 10% of the amount payable for
improvements for the immediately preceding contract year, unless Licensee notifies Xerox in writing they would
like to renew the support on the listed products for an additional 3 year term.
Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not
create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year.
Weld County,CO TCP Amendment Page 3 4- /
\�6yc./
S°
AMENDMENT TO
TECHNICAL CURRENCY AGREEMENT
ACS GOVERNMENT SYSTEMS,INC.
1733 Harrodsburg Road
Lexington,KY 40504.3517
FAX Number(859)277.2300
("ACS")
and
Weld County,.Colorado
915 loth Street
Greeley,CO 80631
("Licensee")
Original Technical Currency Agreement dated August 1994 (the"TCP Agreement").
This Amendment No. 4 (the"TCP Amendment"):
Effective Date of this TCP Amendment: October 2010 (`Amendment Date").
LICENSEE AND ACS, intending to be legally bound,agree as follows:
I. Penned Terms, Unless specifically defined herein,all terms defined in the TCP Agreement shall have the
same meaning when used in this TCP Amendment. •
2. Amett menu to._nnct Modification off'MP Agreement. ACS agrees to provide Improvements with respect to
the additional Component Systems identified in Exhibit 1,attached to this TCP Amendment(the"TCP Exhibit")on
the same terms end conditions as the TCP Agreement for the period and for the fee specified in the TCP Exhibit.
The term of the TCP Agreement is deemed to be extended as provided for in the TCP Exhibit for purposes of this
TCP Amendment.Any amounts indicated on the TCP Exhibit are in addition to all other amounts payable under the
TCP Agreement.
3. btegration Ptovisioa Except as expressly modified by this Amendment,the Agreement shall remain
in full force and effect. As of the Amendment Date, time Agreement, as further amended by this
Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and
cannot be modified except by written agrccmont of the parties.
4.
IN WTTNESS WHEREOF,the parties have set their respective hands and seals below.
ACS LICEN,
By; e� 6cP
t� 1€h7 � k.Q c
(Printed Name and Title of Signatory) tinted Name and Tit e of Signatory)
Date: 2. L o z t r-
Date: E/
Weld County,CO Amendment 1
c2ZO/o - (.3 77
EXHIBIT 1
Licensee:Weld Cosily.CO
PARTIAL YEAR PAYMENT/DUE DA'T'E: W
(Indicate"N/A if not appl'cable)
FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: Oc'ober 2011 _
10'/n inc•rea;e, am pr•0viotls I'i_ Il„-1 year,thcnl,o, escain ion for next threo vegn: for Q three year conrtgi n MI
'Baseline Component System Contract Year Begins/13nds 13xpiration Date First Annual
•— �_ ---.e--.- Payment lnto.ml_ .
��� -f+ � October 2010-September 20
l inance 11 included
'Oracle October 2010—September 2.011 Included
Oracle. 0etober 2010-Scplombor 2011 -- [minded
Xtcudcr �� - October 2010—September 2C I 1 1
_ _ :1chvdetl
Total — $S69,924,75_
frinauce October 2011—September 20,2— included
Oracle Or.ober 2011—September 2.012 included
Oracle Oerober 2011—September 2012 —�` _-__,,__. included
Xtendcr October 2011—September 2012 _ _ included__......,_..—»---- — $69,924.75
finwtce __ _ October 20i2-•September 20I3 included
October 2012—Sopron-tier 2013 inel adorn
Oracle 1—" Included
Omto — -- October2012-September 2013 T-_
October 2012••September r 2011 i included
Total Xtend.or $62,924,75
Total ---
Finance October 2013-Sc ncinbcr 2014 included
Oracle _— October 2013--September 2014 included
Oracle October 2013-September 2014 lrlcludcd
Xtander �.r — October 2013—September 2014 included
— r,9,�24.75
'fetal
Tho Initial Payment Amount represents the amount due on the first Annual Contract Year Payment Date for
Improvements for the first fell Contract Year.Foes for Improvements for each sobsequenl Contract Year are payable
on the anniversary of the First Annual Contract Year Payment Date.Improvement fees for each Contract Year after
the first full Contract Year.will be specified by ACS in an annual invoice and will not exceed 0%of the amount
paynblo for Improvements for the i immediately preceding Contract Year.
Upon the axpireIion of the full term of this Amondntent to Technical Currency Agreement,effectively
Seutetilber 30, 2174 the improvement fens will be escalated by no more dial 110%of the amount payable for
improvements f r the immediately preceding contract year,unless Licensee notifies ACS in writing they would like
to renew the support on the listed pnxluats for additional 3 year term.
L.....-• ACS.,( LICENSEE
'D
� oi�Lns ¶Zn b M.
(F -
rIntcddi (oYiditii# etic� (Printed Name and Title of Signatory)
Weld Cooney,CO Arnenclme l ^
2 )
911 •
AMENDMENT TO
TECHNICAL CURRENCY AGREEMENT
ACS GOVERNMENT SYSTEMS, INC.
1733 Harrodsburg Road
Lexington,KY 40504-3617
FAX Number(859)277-2300
('`ACS")
and
Weld County,.Colorado
915 loth Street
Greeley,CO 80631
("Licensee")
Original Technical Currency Agreement dated August 1994 (the"TCP Agreement").
This Amendment No. 3 _ (the"TCP Amendment").
Effective Date of this TCP Amendment: October 2007 ("Amendment Date").
LICENSEE AND ACS, intending to be legally bound,agree as follows:
1. Defined Terms. Unless specifically defined herein, all terms defined in the TCP Agreement shall have the
same meaning when used in this TCP Amendment.
2. Amendment to and Modification of TCP Agreement. ACS agrees to provide Improvements with respect to
the additional Component Systems identified in Exhibit 1,attached to this TCP Amendment(the"TCP Exhibit")on
the same terms and conditions as the TCP Agreement for the period and for the fee specified in the TCP Exhibit.
The term of the TCP Agreement is deemed to be extended as provided for in the TCP Exhibit for purposes of this
TCP Amendment.Any amounts indicated on the TCP Exhibit are in addition to all other amounts payable under the
TCP Agreement.
3, Integration Provision, Except as expressly modified by this Amendment,the Agreement shall remain
in full force and effect. As of the Amendment Date, the Agreement, as further amended by this
Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and
cannot be modified except by written agreement of the parties.
4.
IN WITNESS WHEREOF,the parties have set their respective hands and seals below.
ACS ICENSEE
By: gy:
PAUL J.R DDY /�
VICE PRESIDENTLO_PERAIIQr b±i'i1 D E Low., el BeCC.
(Printed Name and Titaitisf Signatory) (Printed Name and Title of natory)
Date. /O/t 6,40e7 Date;—IOl.ILA 07 -----
Weld County,CO Amendment 1
c>2. 7- / 7
EXHIBIT 1
Licensee:Weld Countv,CO
PARTIAL YEAR PAYMENT/DUE DATE: N/A
(Indicate"N/A if not applicable)
FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: October 2008
5% DISCOUNT THEN NO ANNUAL ESCALATION FOR THREE YEARS: for a three year commitment
Baseline Component System Contract Year Begins/Ends Expiration Date First Annual
Payment Amount
Finance October 2007-September 2008 included
Oracle October 2007-September 2008 included
Oracle October 2007-September 2008 included
Xtender October 2007-September 2008 included
Total $62,768.00
Finance October 2008—September 2009 included
Oracle October 2008—September 2009 included
Oracle October 2008-September 2009 included
Xtender October 2008-September 2009 included
Total $62,768.00
Finance October 2009—September 2010 included
Oracle October 2009-September 2010 included
Oracle October 2009-September 2010 included
Xtender October 2009—September 2010 included
Total $62,768.00
The Initial Payment Amount represents the amount due on the First Annual Contract Year Payment Date for
Improvements for the first full Contract Year.Fees for improvements for each subsequent Contract Year are payable
on the anniversary of the First Annual Contract Year Payment Date. Improvement fees for each Contract Year after
the first full Contract Year will be specified by ACS in an annual invoice and will not exceed 0% of the amount
payable for Improvements for the immediately preceding Contract Year.
Upon the expiration of the full term of this Amendment to Technical Currency Agreement,effectively
September 30, 2010, the improvement fees will be escalated by no more that 110% of the amount payable for
improvements for the immediately preceding contract year, unless Licensee notifies ACS in writing they would like
to renew the support on the listed products for additional 3 year term.
ACS ICENSEF
By: 1'AU — By:
"ICE PRESIDENT,OPERATIONS Di9vi& E 4)", ( e &Ct^
(Printed Name and'AAPS of Signatory) (Printed Name and Title o Signatory)
Date: /0/24 /z p-_ Date: /6//1044.
Weld County,CO Amendment 2
it
A C S
Amendment to
PRODUCT SUPPORT&ENHANCEMENT AGREEMENT
ACS GOVERNMENT SYSTEMS,INC.
1733 Harrodsburg Road
Lexington,KY 40504-3617
FAX Number(859)277-7600
("ACS")
And
Weld County,Colorado
915 10°'Street
Greeley,CO 80631
("Licensee")
Original Technical Currency Agreement dated August 1994 (the"TCP Agreement").
This Amendment No. 2 (the"TCP Amendment").
Effective Date of this TCP Amendment: August.2007 (the"Amendment Date").
LICENSEE AND ACS, intending to be legally bound,agree as follows:
1. Defined Terms. Unless specifically defined herein,all terms defined in the TCP Agreement shall have the
same meaning when used in this TCP Amendment.
2. Amendment to and MoOiflcion of TCP Agreement ACS agrees to provide Improvements with respect to
the additional Component Systems identified in Exhibit 1,attached to this TCP Amendment(the"TCP Exhibit")on
the same terms and conditions as the TCP Agreement for the period and for the fee specified in the TCP Exhibit.The
term of the TCP Agreement is deemed to be extended as provided for in the TCP Exhibit for purposes of this TCP
Amendment.Any amounts indicated on the TCP Exhibit are in addition to all other amounts payable under the TCP
Agreement.
3. Integration Provision. Except as expressly modified by this Amendment,the Agreement shall remain in full
force and effect. As of the Amendment Date,the Agreement,as further amended by this Amendment constitutes the
entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written
agreement of the parties.
BANNER TCP Amendment- Weld County-Xtender 1
7/6/2007 11:07:42 AM
02 00 7- L3���
IN WITNESS WHEREOF,the parties have set their respective hands and seals below.
ACS IC SEE
i R}
Apv _act'A t-Q Vet` f Rot) E 1-O46 e, Ec 6 eDkobr
(Printed Name and Title of Signatory) (Printed Name and Title of S natory) Colve,4woort
BANNER TCP Amendment- Weld County-Xtender 2
7/6/2007 1 l:07:42 AM
A C S
EXHIBIT 1
Licensee: Weld County,CO
PARTIAL YEAR PAYMENT/DUE DATE: $141.68 for august,SeDtelnber/ October 2007
Indicate"N/A if not applicable)
FIRST ANNUAL CONTRACT YEAR PAYMENT DATE: October 2008
ANNUAL ESCALATION NOT TO EXCEED: 10%OF PRIOR FULL-YEAR ANNUAL PAYMENT
Client pays product support and enhancement fees in arrears
Baseline Component System Contract Year Begins/Ends Expiration Date First Annual
Payment Amount
Banner Xtender Oct 2007-Sept 2008 $850.00
Oct 2008-Sept 2009 $935.00
Oct 2009-Sept 2010 $1,028.50
TOTAL:
$2,813.501
**Upon the expiration of the full of term of this Product Support and Enhancement Agreement,effectively
the improvement fees will be escalated by no more that 110% of the amount payable for improvements for the
immediately preceding contract year unless client signs renewal agreement for another three year term.
ACS ICENSEE
By: - By: F
�L Nob ELoto6 fL0 64NU emadissolers
(P inted Name and Title of Signatory) (Printed Name and Title of Si atory)
BANNER TCP Amendment- Weld County-Xtender 3
7/6/2007 11:07:42 AM
•
1081499
SCT TECHNICAL CURRENCY AGREEMENT
This Agreement is entered into by and between SCT Public Sector, Inc. ("SCT") and Weld County, Colorado
("Licensee") on August Q, 1994.
Backgromt
SCT and Licensee have entered into a Software License and Services Agreement Number 11159(the "SCI'License
Agreement") for the Licensed Software described in the SCT License Agreement. Licensee desires that SCT provide
Maintenance and Enhancements for the Licensed Software on the terms and conditions contained in this Agreement.
Accordingly, the pasties agree as follows:
1. r o
(a)Definitions Contained in the fir. a Ei=salt. The capitalized terms of this Agreement will have the
same meanings ascribed to them in the SCT License Agreement, except as such terms are otherwise defined in this
Agreement.
(b)Atdilie el Definitions, The following definitions shall also apply:
(i) "Maintenance" means using reasonable efforts to correct documented defects, as that term is defined in
the SCT License Agreement, in a TCP System, provided that such defects arc not the result of any changes made to the
Licensed Software,other than Improvements provided by SCT under this or the Database Software Agreement.
S Ystem. (ii) "Enhancements means changes to a TCP System which increase the functionality of the TCP
(w) "SCl $nftwpre" means SCI's then current unmodified (other than Improvements provided by SCT
under this Agreement)BANNER Finance(excluding the Investment Management Module)and FOCUS Express for BANNER
Finance Major System licensed by SCT to Licensee under the SCT License Agreement.
(iv) u- means the SCT then-supported unmodified(other than Improvements provided by
SCT under this Agreement)version of the computer programs developed by Information Builders, Inc. identified in the SCT
License Agreement.
(v)Deeleiese S=,ftw means the SCT then-supported unmodified(other than Improvements provided by
SCT under this Agreement)version of the-computer programs developed by Oracle identified in the SCT License Agreement,
(vi) "TCP System" means any one of the Major Systems of the SCT Software identified in Section
I(bXiii)above, the FOCUS Software or the Database Software,
(vii) " eee a eases" means new editions of a TCP System which represent changes from the previous
releases of that TCP System.
(viii) Improvements" means, collectively, Maintenance, Enhancements and New Releases provided
under this Agreement
(c)ljegmejismedm If there are any inconsistencies between the definitions contained in this Agreement and the
definitions contained in the SCT License Agreement, the definitions contained in this Agreement shall apply.
2. S4tYIleS,
(a)Tao e o Sc v cis In consideration of Licensee's full payment to SCT of the amounts set forth in Section 3
below, and subject to the terms and conditions set forth in this Agreement, SCI', during the term of this Agreement, agrees
to provide to Licensee Maintenance for, Enhancements of, and New Releases of, each TCP System, Subject to the
availability of SCT personnel, at Licensee's written request, SCT shall perform any installation, implementation, or other
services in connection with the Maintenance, Enhancements, and New Releases provided by SCT under this Agreement, at
SC:T's then current hourly rates.
,75
(b) Limitations SCI's obligations under this Agreement will be limited to the then current release and the
immediately preceding release of each TCP System. All Improvements will be part of the TCP System and subject to all of
Weld County FocLOTCP 8/5/94 3:47 PM 4.75
94 /7/6.
.- roce
the terms and conditions of the SCT License Agreement and this Agreement. SCT's obligation to provide Licensee with
Improvements for the FOCUS Software and/or the Database Software, as applicable,shall be limited to providing Licensee
with such Improvenents as Information Builders, Inc. provides to SCT for the FOCUS Software and Oracle Corporation
provides to SGT for the Database Software. SCT's obligations under this Agreement are further conditioned upon Licensee
providing SCT, as reasonably necessary for SCT to perform its obligations under this Agreement, with ail of the following
without charge: (i) the Licensee Environment provided and maintained at Licensee's expense, in good working order and in
actual operation at all times at which SCT reasonably requests access thereto for the purpose of rendering the services under
this Agreement; (ii) the right for SCT to use the Licensee Environment (including ail related software); (iii) remote
electronic capabilities, if available from Licensee; (iv) access to other computer systems of Licensee; (v) access to
Licensee's offices and personnel; and (vi) a reasonable amount of space on Licensee's premises, including parking space,
for SCT personnel.
(c)Modifications Maintenance. Subject to the availability of SCT personnel, at Licensee's written request,scr
shall provide Maintenance in connection with any modifications made by SCT to the SCI' Software (other than
Improvements provided under this Agreement)at SCTs then-current hourly rates.
3. pavmenljttd Taxes,
(a)Technical Currency Fees, For the Improvements provided by SCT under this Agreement. Licensee will pay
SCT,on September 1, 1995.a fee of$23,754, and on each September 1 thereafter during the term of this Agreement, a fee
specified by SCT which will not be more than one hundred ten percent(110%)of the fee due under this Agreement on the
immediately preceding September 1.
(b)Additional Costs. If SCT, in its reasonable judgment.determines that a suspected defect is attributable to a
cause other than a documented defect, as that term is defined in the SCT License Agreement,in a TCP System,then Licensee
shall pay SGT an additional amount for its work performed in connection therewith on a per-hour basis, at SCT's then-
current hourly rates. Licensee will also reimburse SCT for all travel, living, freight, and overnight delivery expenses
incurred by SCT and/or its personnel in connection with any services provided by SCT in connection with this Agreement.
(c)Taxes, Taxes,other than taxes based on SCTs net income or capital stock, imposed by any taxing authority
and based upon or in any way relating to this Agreement. the Improvements or services provided or payments made under
this Agreement shall be the responsibility of Licensee and shall be payable in addition to other fees and charges under this
Agreement. If Licensee is a tax-exempt entity and not subject to any taxes, within five (5)days after the Effective Date
Licensee may provide SCT,in lieu of paying any such tax required to be paid by Licensee, with a certificate of exemption in
connection with all federal and state taxes in form and substance reasonably satisfactory to SCT; otherwise, SCT shall
invoice Licensee and Licensee shall pay to SCT all taxes required to be paid under or in connection with this Agreement.
(d)Late_Charges. All amounts not paid when due shall bear interest at a rate of interest per annum equal to the
lesser of the prime rate established from time to time by Mellon Bank, N.A.. Philadelphia, Pennsylvania plus three (3%)
percent or the highest rate permitted by law.
4. Term. The initial term of this agreement is for the period commencing on the date set forth on the first page of
this Agreement and continuing until September 30, 1997. This Agreement shall thereafter be automatically extended for
consecutive one (1) year periods unless either party notifies the other in writing of its intent not to continue this
Agreement at least one year prior to the expiration of the then current term.
5. Disclaimer of Warranties, Licensee agrees and understands that except as expressly set forth in this Agreement
SCT MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY
IMPROVEMENTS, AND THAT SCT EXPLICITLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SCT EXPRESSLY
DOES NOT WARRANT THAT A TCP SYSTEM OR ANY IMPROVEMENTS WILL BE USABLE BY
LICENSEE IF THE TCP SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER THAN SCT, OR WILL BE
ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY
HARDWARE OR SOFTWARE (OTHER THAN THE LICENSEE ENVIRONMENT) POSSESSED OR TO BE
POSSESSED BY LICENSEE.
6. Termination, Either party will have the right to terminate this Agreement if the other party breaches or fails to
perform any material term or condition of this Agreement. Either party, if it has a right of termination as provided above,
may terminate this Agreement at any time while the event or condition giving rise to that right of termination exists, by
giving the other written notice of that event or condition and describing that event or condition in reasonable detail. Upon
receipt of that notice,the other party will have a period of thirty (30)days in which to cause that event or condition to be
corrected or cured to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to
the right of termination is not so corrected or cured within that period, this Agreement will terminate as of the end of that
Weld County FocLOTCP 8/5/94 3:47 PM 2
period automatically, without further act by any party. Notwithstanding the foregoing, however, in the event that Licensee
files a voluntary petition in bankruptcy or remains an involuntary petitioner in bankruptcy for a period exceeding ninety
(90)days,SCT shall have the right to terminate this Agreement immediately, without further action or delay, by providing
Licensee with written notice of such termination. Termination of this Agreement by either party in strict accordance with
the terms and conditions of this Agreement will be without prejudice to the terminating purty's other rights and remedies
under this Agreement, both at law and in equity.
7. Notices, All notices and other communications required or permitted under this Agreement will be in writing and,
except as otherwise provided in this Agreement, will be deemed given when delivered personally, sent by United States
registered or certified mail, return receipt requested, or sent by overnight courier to the address shown on the signature page
hereof, or to such other place as the parties hereto from time to time may direct. A copy of all notices to SCI' shall also be
sent to the attention of SCI's General Counsel at scrs address set forth on the signature page.
8. Force Maieure, Neither party to this Agreement will be liable to the other for any failure or delay in performance
under this Agreement due to circumstances beyond its reasonable control including, without limitation, Acts of God,
accident, labor disruption, acts, omissions and defaults of third parties, and official, governmental and judicial action not
the fault of the party failing or delaying in performance.
9. Assignment, The benefits and burdens of each party under this Agreement will not be assignable without the
prior written consent of the other party to this Agreement, and any attempt to assign them without that consent will be
void. Notwithstanding the foregoing. SCT may assign this Agreement to its successor by merger or consolidation or to
any person or entity that acquires all or substantially all of its capital stock or assets; and SCT may assign this Agreement
in whole or in part to any person or entity to which it transfers any exclusive rights in the SCT Software.
10. No Waiver, No failure of either party to this Agreement to prosecute its rights with respect to any single or
continuing breach of this Agreement will act as a waiver of the right of that party to exercise later any right or enforce any
remedy granted under this Agreement with respect to that same or arty other breach of this Agreement by the other party to
this Agreement.
11. Choice of Law;Severability, This Agreement will be governed by and construed in accordance with the laws of the
State of Colorado. If any provision of this Agreement is found invalid or unenforceable, it will be enforced to the maximum
extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.
1 2. LIMITATIONS QF LIABILITY, SCT AND LICENSEE ACKNOWLEDGE AND AGREE THAT IN
NO EVENT WILL SCT'S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR SERVICES
PROVIDED UNDER THIS AGREEMENT, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT,
EXCEED THE AMOUNT ACTUALLY PAID TO SCT BY LICENSEE UNDER THIS AGREEMENT FOR THE
IMPROVEMENTS IN THE YEAR THAT SUCH LIABILITY ACTUALLY ARISES, AND SCT WILL NOT
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF
INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS APPLY TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT, BREACH OF WARRANTY, SCT'S NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES. •
SCT AND LICENSEE FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO
THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE IMPROVEMENTS AND
SERVICES TO BE PROVIDED UNDER THIS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT
THAT LICENSEE'S REMEDIES, AND SCT'S LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, AND IF NOT SO LIMITED, THE FEES FOR THE SAME WOULD HAVE
BEEN SUBSTANTIALLY HIGHER.
13. Entire Agreement,. This Agreement sets forth the entire agreement between the parties with respect to the subject
matter hereof, and all prior discussions,representations,proposals, offers and oral or written communications of any nature
are entirely superseded hereby and extinguished by the execution of this Agreement. Any purchase order or similar
document which may be issued by Licensee in connection with the Improvements or the services provided under, or any
other matter relating to, this Agreement shall be for Licensee's internal purposes only and any terms and conditions which
may be included in such purchase order or other document shall not modify in any manner any of the terms and conditions of
this Agreement and shall not bind SCT in any manner and shall be completely ineffective and unenforceable against SCT.
even if it is initialed,signed,or acknowledged by a representative of SCT. No modification of,or waiver of any right under,
this Agreement will be effective unless it is evidenced in a writing executed by an authorized representative of each party to
this Agreement.
Weld County FocLOTCP 8/5/94 3:49 PM 3
IN WITNESS WHEREOF,the parties to this Agreement have executed this Agreement through the signatures of
their duly authorized representatives.
SCT UB U S O WELD COUNTY.COLORADO
By: / J�
By 7_41:74L1./(112
arc'SL 7
R chard . umenthal It)
1
Senior Vice President _ I) M �/ .c }�
962 Delaware Avenue (Pr ted Name of Signatory)
Lexington, KY 40505 q,
Title: /t IZ 61 /f) Bc.1
915 10th Street,3rd Floor
Greeley,Colorado 80631
Weld County FocLOTCP 85/94 3:49 PM 4
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