20121212Notice of Affiliate Transaction.pdf

" PACIFI COR P Senior Vice President and General Counsel
Mark C. Moench
201 S. Main Street, Suite 2400
A MIDAMERICAN ENERGY HOLDINGS COMPANY Salt Lake City, UT 84111
801-220-4459 Office
801-220-4058 Fax
[e-mail]
December 12, 2012 c:
F VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission V
472 West Washington C77-
Boise, ID 83 702-5983
C/)
Attention Jean D Jewell
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I 17(2), incorporated in the
Idaho Public Utilities Commission Order No 29973 issued February 13, 2006, as supplemented
by Order No 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company, of an affiliate interest
transaction with International Business Machines Corporation (IBM) Emptoris (Emptoris). A
copy of the Services Contract between PacifiCorp and Rivermine Software, Inc. (Contract) is
included as Attachment A. PacifiCorp originally entered into the Contract with Rivermine
Software, Inc. (Rivermine) in 2008. Emptoris subsequently acquired Rivermine. IBM acquired
Emptoris in June 2012 and assumed responsibility under the Contract. PacifiCorp is in the
process of transitioning to paying IBM instead of Emptoris under the contract.
PacifiCorp is a wholly-owned indirect subsidiary of MidAmerican Energy Holdings
Company (MEHC). MEHC is a subsidiary of Berkshire Hathaway, Inc. (Berkshire Hathaway).
In mid-November 2011, Berkshire Hathaway publicly announced purchases of IBM common
stock totaling greater than a five percent interest. IBM acquired Emptoris in June 2012.
Therefore, Berkshire Hathaway's ownership interest in IBM may create an affiliated interest in
some PacifiCorp jurisdictions.
Emptoris offers comprehensive strategic supply, category spend and contract
management services Prior to IBM's acquisition of Emptons, PacifiCorp was using
telecommunications expense management services for automated telecommunications invoice
management, integrated telecommunications inventory management and integrated accounts
payable functions under the Contract. PacifiCorp intends to continue using such services under
the Contract, although payment will now be made to IBM. PacifiCorp will pay $103,200 per year
for these services under the Contract. Implementation charges may arise as more business
platforms are integrated into these services, which may increase the annual spend.
Idaho Public Utilities Commission
December 12, 2012
Page
The Company relies on the telecommunications expense management services furnished
by Emptoris to reduce its company-wide telecommunications expenses. Accordingly, the
transaction is consistent with the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
7J
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
Contract No. 4600001917
SERVICES CONTRACT
BETWEEN
PAcIFIC0RP
AN
Rivermine Software, Inc.
S Contract No. 4600001917
TABLE OF CONTENTS
PAGE
ARTICLE1. DEFINITIONS .......................................................................................................................................................... 1
ARTICLE 2. DESCRIPTION OF WORK ...................................................................................................................................... 2
ARTICLE 3. CONSIDERATION AND PAYMENTS.................................................................................................................... 2
ARTICLE4. TAXES......................................................................................................................................................................3
ARTICLE 5. ACCOUNTING AND AUDITING ........................................................................................................................... 3
ARTICLE 6. CREDIT REQUIREMENT........................................................................................................................................3
ARTICLE7. SECURITY ......................................................................... ...................................................................................... 3
ARTICLE 8. SAFETY AND SITE REGULATIONS ................................................................................................................... 4
ARTICLE 9. EXAMINATION OF WORK AND PROGRESS REPORTS.................................................................................. 4
ARTICLE 10. PROFESSIONAL RESPONSIBILITY .................................................................................................................. 4
ARTICLE11. CHANGES ............................................................................................................................................................. 4
ARTICLE 12. INSURANCE AND WORKERS' COMPENSATION............................................................................................ 5
ARTICLE 13. INDEMNIFICATION ............................................................................................................................................. 6
ARTICLE 14. CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY .............................................................. 6
ARTICLE 15. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING ........... 6
ARTICLE16. BUSINESS ETHICS ............................................................................................................................................... 7
ARTICLE17. LABOR ................................................................................................................................................................... 7
ARTICLE 18. PROTECTION OF EXISTING FACILITIES ........................................................................................................ 7
ARTICLE19. PROGRESS MEETINGS ................................................................................................. . ...................................... 7
ARTICLE 20. LAWS AND REGULATIONS ............................................................................................................................... 8
ARTICLE 21. INDEPENDENT CONTRACTOR ......................................................................................................................... 8
ARTICLE 22. COOPERATION WITH OTHERS ........................................................................................................................ 8
ARTICLE 23. CONFLICTS, ERRORS, OMISSIONS, OR DISCREPANCIES IN CONTRACT DOCUMENTS ..................... 8
ARTICLE24. CLAIM AND NOTICE ........................................................................................................................................... 8
ARTICLE 25. TERM AND TERMINATION ................................................................................................................................ 9
ARTICLE26. DELAYS ............................................................................................................................................................... 10
ARTICLE 27. EQUAL EMPLOYMENT OPPORTUNITY AND OTHER NONDISCRIMINATION CLAUSES ...................... 10
ARTICLE 28. RELEASE OF INFORMATION - ADVERTISING AND PROMOTION............................................................ 11
ARTICLE 29. OWNERSHIP AND CONFIDENTIALITY ........................................................................................................... 11
ARTICLE 30. NONSOLICITATION . ......................................................................................................................................... 12
ARTICLE 31. NONEXCLUSIVE RIGHTS ................................................................................................................................. 12
ARTICLE32. ASSIGNMENT .................................................................................................................................................... 12
ARTICLE33. SUBCONTRACTS .............................................................................................................................................. 12
ARTICLE34. NONWAIVER ..................................................................................................................................................... 13
ARTICLE 35. SEVERABILITY................................................................................................................................................. 13
ARTICLE 36. APPLICABLE LAW AND VENUE ................................................................................................................... 13
ARTICLE 37. ENTIRE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE ................................................. 13
.
Exhibit A, Service and Fee Schedule
Exhibit B - Platform Services
Appendix A to Exhibit B - Support and Maintenance Terms
Appendix B to Exhibit B - Clarity Addendum
Exhibit C - Implementation
Exhibit D - CELLector ® On-Line Wireless Store
Exhibit E - Invoice Loading
Exhibit F - PacifiCorp Travel Guidelines
Exhibit G - Cost Savings/Managed Services
S Contract No. 4600001917
11
S S
PROFESSIONAL SERVICES CONTRACT
BETWEEN
PACIFICORP
AND
Rivermine Software, Inc.
PARTIES
The Parties to this Professional Services Contract (the "Agreement") are PACIFICORP (hereinafter "PaciflCorp") whose
address is 825 NE Multnomah Street, Portland, Oregon 97232 and Rivermine Software, Inc. (hereinafter "Rivermine") whose
address is 3975 Fair Ridge Drive, Suite 350 South, Fairfax, Virginia 22033-2924.
ARTICLE 1.
Defined Terms:
"Agreement" shall mean this Professional Services Contract including all of the referenced exhibits, schedules, appendix and any
subsequent addendums and attachments made a part of the Agreement by mutual agreement in writing.
"Contract Effective Date" shall mean the date of execution of this Agreement.
"Fees" shall mean the subscription fees and implementation fees specified in Exhibit A.
"Go-Live" means the date when the Platform Services are put into use in the production environment.
Material Adverse Change "MAC" shall mean, with respect to the Rivermine, if Rivermine, in the reasonable opinion of
PacifiCorp, has experienced a material adverse change in the ability to fulfill its obligation under this Agreement, including,
but not limited to, any such change that results in its inability to satisfy ARTICLE 6, CREDIT REQUIREMENTS, ARTICLE
7, SECURITY, including any event or circumstance that would give PacifiCorp the right to terminate for cause pursuant to
ARTICLE 25, TERM AND TERMINATION.
PacifiCorp Data shall mean any data, information or other materials (including, without limitation, any data, information or
materials about an identifiable individual or an individual whose identity may be inferred or determined therefrom) of any nature
recorded in any form whatsoever disclosed or provided to Rivermine by PacifiCorp (including, without limitation, any employee
or contractor of PacifiCorp) or otherwise obtained by Rivermine through PacifiCorp's (including, without limitation any employee
or contractor of PacifiCorp) access to or use of the Services (including, without limitation, the Platform Services and Support, as
defined in Exhibit B), and all data, information or other materials extracted, derived, generated or otherwise resulting therefrom.
Platform Services shall have the meaning given to it in Exhibit B.
Scope of Work shall be defined as the Work set forth in Exhibit, "Scope of Work".
Service(s) shall mean any labor, skill, advice or other services to be provided to PacifiCorp pursuant to this Agreement.
Subcontractor shall mean any individual, firm, partnership, corporation or contractor, at any tier, having an agreement with
Rivermine to perform a portion of Rivennine's obligations under this Contract.
Work as used herein, shall mean all obligations, duties, requirements, and responsibilities required for the successful completion
of the Agreement by Rivermine, including furnishing of all products and/or Services (supervision, labor, materials, equipment and
other supplies, etc., in addition to obtaining all licenses and permits), in accordance with the terms and conditions set forth herein
and inclusive of those detailed herein.
Workers' Compensation Laws shall be defined as the statutory requirements of the state and/or federal regulations (e.g., FELA,
USL&H, Jones Act) where the Work is to be performed.
Work Site shall mean the location or locations where the Work is to be performed or Service is to be provided.
Riverview Services K, Rev. -7-08 Page 1 of 1
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial PacifiCorp: Initial
S 0
ARTICLE 2. DESCRIPTION OF WORK
Rivermine shall perform the Work (including, without limitation, providing all Services) as required herein and in the
following Exhibits:
Exhibit A, Service and Fee Schedule
Exhibit B - Platform Services
Appendix A to Exhibit B - Support and Maintenance Terms
Appendix B to Exhibit B - Clarity Addendum
Exhibit C - Implementation
Exhibit D - CELLector ® On-Line Wireless Store
Exhibit B - Invoice Loading
Exhibit F - PacifiCorp Travel Guidelines
Exhibit G - Cost Savings/Managed Services
Each such Exhibit attached hereto is hereby made a part of this Agreement and by this reference incorporated herein.
Except as otherwise provided in this Contract, Rivermine shall furnish all supervision, labor, equipment, and materials, and
shall obtain all licenses and permits required for the performance of such Work. Rivermine shall also be solely responsible for
the means, methods, and procedures of performing the Work. -
ARTICLE 3. CONSIDERATION AND PAYMENTS
As full consideration for the satisfactory performance of Rivermin&s obligations under this Contract, PacifiCorp will pay
Rivermine within thirty (30) calendar days upon receipt of each invoice issued in strict accordance with Exhibit A "Service and
Fee Schedule", attached hereto and by this reference incorporated herein.
Rivermine shall submit an invoice for payment for Services received under this Agreement. All invoices shall reference the
applicable contract number. PacifiCorp will pay all undisputed invoice amounts within thirty (30) calendar days of receipt of a
proper invoice and PaciflCorp's acceptance of the Work.
All invoices shall be addressed as follows:
PaciflCorp
Attn: Tami Ho-Gland, LCT - 400
825 NE Multnomah St.,
Portland, OR 97232
INVOICES WHICH DO NOT CONTAIN THE ABOVE INFORMATION, OR ARE NOT
ADDRESSED AS ABOVE, MAY CAUSE PAYMENT DELAY.
Except as otherwise provided, all Fees are quoted in the United States currency. Except as otherwise provided in this
Agreement, Fees are non-refundable. Because Fees are based on monthly units of time, Fees for Platform Services and -Support
purchased in the first 15 days of the month will be charged for that monthly period in full as well as for the remaining number
of monthly periods in the Term or Renewal Term, Fees for Platform Services and Support purchased after the first 15 days of
the month will begin charges starting on the first day of the following month as the case may be.
Expenses. PaciflCorp shall be responsible to pay Rivermine for all pre-approved costs and expenses incurred by Rivermine in
providing any Support to PaciflCorp pursuant to this Agreement in accordance with PaciflCorp's expense reimbursement
policy and travel guidelines attached hereto as Exhibit D. Following pre-approval by PaciflCorp, PaciflCorp agrees to pay
such undisputed costs and expenses within thirty (30) days of invoice by Rivermine. PacifiCorp is responsible for all its
internet connection charges, calling activities or phone bills related to the use of Platform Services.
Riverview Services K, Rev. -7-08 Page 2 of 2
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial . PacifiCorp: Initial
S I
Changes in Fees. Forty-eight (48) months after "Go-Live" Date of the Platform Services and other systems, Rivermine may,
increase monthly rates on an annualized basis up to but not to exceed 5%. The terms and conditions of this Agreement remain
in effect upon the next following Renewal Term provided Rivermine gives not less than sixty (60) days written notice to
PacifiCorp of any pricing changes prior to the commencement of such Renewal Term.
ARTICLE 4. TAXES
The consideration as stated in ARTICLE 4, CONSIDERATION AND PAYMENTS includes all taxes to be borne by
PacifiCorp arising out of Rivermine's performance hereunder including, without limitation, sales, use, and value-added taxes.
State and local sales and use taxes shall be stated separately and shown on all invoices as a separate line item. Upon request of
PacifiCorp, Rivermine shall promptly provide to PaciflCorp evidence of payment of all state and local sales, use, and value-
added taxes.
ARTICLE 5. ACCOUNTING AND AUDITING
Rivermine shall keep accurate and complete accounting records in support of all cost billings and claims to PaciflCorp in
accordance with generally accepted accounting principles. PacifiCorp, or its audit representatives, upon providing prior written
notice to Riverniine shall have the right at any reasonable time or times to examine, audit and copy the records, vouchers, and
their source documents which serve as the basis for compensation other than pricing elements which are fixed in amount by
this Contract. Such documents shall be available for examination, audit, and copying for three (3) years after the completion or
termination of this Contract.
Rivermine shall assist PacifiCorp with preparing necessary audit material and will allow PaciflCorp to review any work papers
prepared by independent auditors as allowed by professional standards.
Audit findings by PacifiCorp's representative will be considered to be final and conclusive on Rivermine for the period audited.
Any over collections shall be returned to PacifiCorp within thirty (30) calendar days from date of notice of overcharge.
ARTICLE 6. CREDIT REQUIREMENT
Rivermine shall meet the requirements of any one or more of clause (i), clause (ii), or clause (iii) below: (i) Rivermine
maintains a senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Rivermine has no debt rating,
Rivermine meets ALL of the following credit standards: a) current company valuation of four (4) times the contract fees paid
under this Contract, b) no change in the condition of its earnings, net worth, or working capital over the last 24 months which
would reasonably be anticipated to impair the Rivermine's ability to meet its obligations under this Contract, and c) Rivermine
is not in default under any of its other agreements and is current on all of its financial obligations; or (iii) Rivermine posts
security under ARTICLE 7, SECURITY.
If requested by PacifiCorp, Rivermine shall within thirty (30) calendar days provide PacifiCorp with copies of its most recent
annual and quarterly financial statements prepared in accordance with generally accepted accounting principles.
ARTICLE 7. SECURITY
Rivermine shall provide PacifiCorp with security against defaults by Consultant under this Agreement as may be required by
ARTICLE 7, CREDIT REQUIREMENT in such form and amount as may be reasonably required by PacifiCorp ("Default
Security"), and pursuant to such additional agreements or instruments as may be reasonably required by PacifiCorp, including,
but not limited to letters of credit, third party guaranty, escrow accounts, labor and material payment bond, surety bonds, and
step-in rights. PacifiCon) may at any time, or pursuant to a request by Consultant, recalculate the amount of Default Security
required pursuant to this paragraph, in which case PacifiCorp shall increase or decrease the existing amount of Default
Security, as appropriate, to conform the new requirements. At no time shall the amount of Default Security to which PacifiCorp
is entitled pursuant to this paragraph be less than PacifiCorp's "Net Replacement Costs", as calculated pursuant to this
ARTICLE 7, SECURITY.
If this Agreement is terminated as a result of Consultant's default, Consultant shall pay PacifiCorp the positive difference, if any,
obtained by subtracting the Agreement Value from the Replacement Price for any Work that Consultant was otherwise obligated to
provide during the remaining term of this Agreement plus compensation for additional managerial and administrative services and
such other costs and damages as PacifiCorp may suffer as a result of Consultant's breach ("Net Replacement Cost). Amounts
Riverview Services K Rev. -7.08 Page 3 of 3
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial __ PacitiCorp: Initial
. .
owed by Consultant pursuant to this paragraph shall be due within five (5) business days after any invoice from PacifiCorp for the
same.
The terms of any letter of credit required by PacifiCorp shall conform to the attached Exhibit - "Form of Acceptable Letter . of
Credit, Drawing Certificate and Transfer Certificate" as well as the requirements of this Agreement and be issued by a bank
acceptable to PacifiCorp. This letter of credit shall provide for payment to PacifiCorp of the letter of credit stated amount if
Consultant defaults under the terms of this Contract.
PacifiCorp shall have the right to call the entire amount of the letter of credit if Consultant has not renewed the letter of credit
with thirty (30) calendar days of its expiration.
Consultant's expenses of complying with this letter of credit requirement shall be paid by the Consultant.
ARTICLE 8. SAFETY AND SITE REGULATIONS
Rivermine shall be solely responsible for being aware of and initiating, maintaining, and supervising compliance with all safety
laws, regulations, precautions, and programs in connection with the performance of this Contract. Rivermine shall also make
itself aware of and adhere to PacifiCorp Work Site regulations, if any, including, without limitation, environmental protection,
loss control, dust control, safety, and security.
ARTICLE 9. EXAMINATION OF WORK AND PROGRESS REPORTS
Upon reasonable request by PacifiCorp, Rivermine shall submit periodic progress reports as requested by PacifiCorp.
PacifiCorp, its agent or representatives, may visit Rivermine's office at any reasonable time to determine status of ongoing
Work required by this Contract.
All Work will be subject to examination at any reasonable time or times by PacifiCorp, which shall have the right to reject
unsatisfactory Work. Neither examination of Work nor the lack of same nor acceptance of the Work by PacifiCorp nor
payment therefore shall relieve Rivermine from any of its obligations under this Contract.
ARTICLE 10. PROFESSIONAL RESPONSIBILITY
Rivermine shall perform the Work using the standards of care, skill, and diligence normally provided by a professional in the
performance of similar Services, and shall comply with all codes and standards applicable to the Work.
In the event of Rivermine's failure to do so, Rivermine shall, upon notice by PacifiCorp, promptly re-perform the Work and
correct the defect at Rivermine's sole cost. Rivermine's obligation to correct and re-perform its Work shall be in addition to,
and not in lieu of, any other right that PacifiCorp may have.
ARTICLE 11. CHANGES
PacifiCorp may at any time in writing require changes and/or additions within the general scope of this Agreement or any
amendment hereto, direct the omission of or variation in Work, or alter the schedule. If such direction results in a material
change in the amount or character of the Work, an equitable adjustment in the Agreement price and other such provisions of
this Agreement as may be affected shall be made and this Agreement shall be modified in writing accordingly. Any change
requires to be mutually agreed by the Parties. Any claim by Rivermine for an adjustment under this Article shall be processed
in accordance with the provisions of ARTICLE 24, CLAIM NOTICE.
No change shall be binding upon the Parties until a written change order is executed by an authorized procurement
representative of both Parties which expressly states that it constitutes a change order to this Contract. The issuance of
information, advice, approvals, or instructions by anyone other than the authorized PacifiCorp procurement representative shall
not constitute an authorized change order pursuant to this Article.
Nothing contained in this paragraph shall excuse Rivermine from proceeding with the prosecution of the Work in accordance
with the Contract.
Riverview Services K. Rev. -7-08 Page 4 of 4
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial . PacifiCorp: Initial
. S
ARTICLE 12. INSURANCE AND WORKERS' COMPENSATION
Without limiting any liabilities or any other obligations of Rivermine, Rivermine shall, prior to commencing Work, secure and
continuously carry with insurers having an A.M. Best Insurance Reports rating of A-:VII or better the following insurance
coverage:
Workers' Comnensation. Rivermine shall comply with all applicable Workers' Compensation Laws and shall furnish
proof thereof satisfactory to PacifiCorp prior to commencing Work.
All Workers' Compensation policies shall contain provisions that the insurance companies will have no right of
recovery or subrogation against PaciflCorp, its parent, divisions, affiliates, subsidiary companies, co-lessees, or co-
ventures, agents, directors, officers, employees, servants, and insurers, it being the intention of the Parties that the
insurance as effected shall protect all parties.
Emulovers' Liability. Insurance with a minimum single limit of $1,000,000 each accident, $1,000,000 disease each
employee, and $1,000,000 disease policy limit.
Commercial General Liability. The most recently approved ISO policy, or its equivalent, written on an occurrence
basis, with limits not less than $1,000,000 per occurrence! $2,000,000 general aggregate (on a per location and/or per
job basis) bodily injury and property damage, including the following coverages:
a.Premises and operations coverage
b.Independent contractor's coverage
c.Contractual liability
d.Products and completed operations coverage
f.Broad form property damage liability
g.Personal injury liability, with the contractual exclusion removed
Business Automobile Liability. The most recently approved ISO policy, or its equivalent, with a minimum single limit of
$1,000,000 for bodily injury and property damage including sudden and accidental pollution liability, with respect to
Rivermine's vehicles whether owned, hired or non-owned, assigned to or used in the performance of the Work.
Professional Liability, Insurance covering damages arising out of negligent acts, errors, or omissions committed by
Rivermine in the performance of this Contract, with a liability limit of not less than $1,000,000 each claim.
Rivermine shall maintain this policy for a minimum of two (2) years after completion of the Work or shall arrange for
a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to provide
coverage for claims arising out of the performance of Work or Services under this Agreement and caused by any
error, omission, breach or negligent act for which the Rivermine is held liable.
Umbrella Liability. Insurance with a minimum limit of $3,000,000 each occurrence/aggregate where applicable to be
excess of the coverages and limits required in Employers' Liability insurance, Commercial General Liability
insurance and Business Automobile Liability insurance above. Rivermine shall notify PaciflCorp, if at any time their
full umbrella limit is not available during the term of this Contract, and will purchase additional limits, if requested by
PacifiCorp.
Except for Workers' Compensation insurance, the policies required herein shall include provisions or endorsements naming
PacifiCorp, its officers, directors, agents, and employees as additional insureds.
To the extent of Rivermine's negligent acts or omission, all policies required by this Agreement shall include provisions that
such insurance is primary insurance with respect to the interests of PacifiCorp and that any other insurance maintained by
PaciflCorp is excess and not contributory insurance with the insurance required hereunder, provisions that the policy contain a
cross liability or severability of interest clause or endorsement, and provisions that such policies not be canceled or their limits
of liability reduced without 1) ten (10) calendar days prior written notice to PacifiCorp if canceled for nonpayment of premium,
or 2) thirty (30) calendar days prior written notice to PacifiCorp if canceled for any other reason. No required insurance
policies shall contain any provisions prohibiting waivers of subrogation. Unless prohibited by applicable law, all required
insurance policies shall contain provisions that the insurer will have no right of recovery or subrogation against PaciflCorp, its
parent, divisions, affiliates, subsidiary companies, co-lessees, or co-ventuiers, agents, directors, officers, employees, servants,
and insurers, it being the intention of the Parties that the insurance as effected shall protect all parties.
Riverview Services Y. Rev. -7-08 Page 5 of 5
Both Parties have caused an indçidua1 with the requisite authority to acknowledge this and each page of this Contract prior to execution.
' Riveimine: Initial lip PacifiCorp: Initial 44P
. S
A certificate in a form satisfactory to PacifiCorp certifying to the issuance of such insurance shall be furnished to PacifiCorp
prior to commencement of Work by Rivermine. Commercial General Liability coverage written on a "claims-made" basis, if
any, shall be specifically identified on the certificate.
Commercial General Liability insurance coverage provided on a "claims-made" basis shall be maintained by Rivermine for a
minimum period of five (5) years after the completion of this Agreement and for such other length of time necessary to cover
liabilities arising out of the Work.
ARTICLE 13. INDEMNIFICATION
Rivermine specifically and expressly agrees to indemnify, defend, and hold harmless PacifiCorp and its officers, directors,
employees and agents (hereinafter collectively "Indemnitees") against and from any and all claims, demands, suits, losses,
costs and damages of every kind and description, including attorneys' fees and/or litigation expenses, brought or made against
or incurred by any of the Indemnitees resulting from or arising out of any negligence or wrongful acts of Rivermine, its
employees, agents, representatives or Subcontractors of any tier, their employees, agents or representatives in the performance
or nonperformance of Rivermine's obligations under this Agreement or in any way related to this Contract. The indemnity
obligations under this Article shall include without limitation:
a.Loss of or damage to any property of PaciflCorp, Rivemiine or any third party;
b.Bodily or personal injury to, or death of any person(s), including without limitation employees of PaciflCorp, or of
Riven-nine or its Subcontractors of any tier; and
c.Claims arising out of Workers' Compensation, Unemployment Compensation, or similar such laws or obligations
applicable to employees of Riverniine or its Subcontractors of any tier.
The invalidity, in whole or part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other
paragraph in this Article.
Rivermine's indemnity obligation under this Article shall not extend to any liability to the extent caused by the negligence of any of
the Indemnitees.
ARTICLE 14. CONSEOUENTIAL DAMAGES AND LIMITATION OF LIABILITY
EXCEPT FOR (1) A BREACH BY A PARTY OF THAT PARTY'S CONFIDENTIALITY OBLIGATION'S UNDER THIS
AGREEMENT; (2) THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER THIS AGREEMENT, OR (3)
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY:
(1)IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL,
SPECIAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR LOST GOODWILL, ARISING OR RELATED
TO THIS AGREEMENT, WHETHER SUCH DAMAGES ARE ARISING FROM CONTRACT OR NEGLIGENCE; AND
(2)THE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR
RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING
IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF 500,000 OR THE TOTAL
AMOUNT OF ALL FEES THEN-PAID OR OWED TO RIVERMINE BY PACIFICORP UNDER THIS AGREEMENT.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER
PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
The foregoing limitation shall not preclude or limit either Party's recovery for the other Party's or third party claims that are insured
against, or should have been insured against, to the extent of such insurance coverage pursuant to the insurance policy limits
pursuant to ARTICLE 12. INSURANCE.
ARTICLE 15. CRIMINAL BACKGROUND CHECK. IDENTITY VERIFICATION AND RELATED SCREENING
If requested by PaciflCorp, Rivermine shall conduct, at Rivermine's cost and expense, criminal background checks for the
current and past countries of residence on all employees, agents, Subcontractors or independent contractors and the employees,
agents or representatives of Subcontractors or independent contractors, that have electronic or physical access to Work or
Customer facilities. At a minimum, a social security number verification and seven-year criminal background check, including
felony or misdemeanor convictions involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d)
traffic/other are required. Employment history, education verification, and professional certifications may also be required by
Riverview Services K, Rev. -7-08 Page 6 of 6
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial PaciflCorp: Initial __________

. S
the Customer. All background checks will be conducted in accordance with federal, state, provincial, and local laws, and
subject to existing collective bargaining unit agreements or other agreements, if any. Rivermine shall not allow persons who
have not met the Customer's criteria to perform Work, unless Rivermine has received assent from Customer. Rivermine shall
supply a certification that meets Customer's criteria for each Rivermine employee, agent or representative and for employees,
agents or representatives of any Subcontractor or independent contractor employed by Rivermine. Rivermine shall ensure that
employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
sign an appropriate authorization form prior to criminal background checks being conducted, acknowledging the background
check is being conducted and authorizing the information obtained to be provided to Customer.
Rivermine shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable
federal, state and/or local statutes or regulations. In addition, if requested by PacifiCorp, Rivermine shall ensure a drug test, at
Rivermine's cost and expense, for all employees, agents, Subcontractors or independent contractors and the employees, agents
or representatives of Subcontractors or independent contractors, that have electronic or physical access to Work or PacifiCorp
facilities has been completed prior to assignment at PacifiCorp. Such drug test shall be a five (5) Panel Drug Test, which
should be recognizable at testing labs as a "SamHSA5 panel at SONG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to
PacifiCorp on form to be provided.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6)
months prior to the assignment date. Such recent background check or drug test shall be documented per the previous paragraph.
Rivermine shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment
inspections, hours of service and all appropriate documentation for any assigned worker who may drive while on assignment to
PacifiCorp.
Rivermine warrants that Rivermine, its employees, agents, Subcontractors or independent contractors and the employees of
Subcontractors or independent contractors have met PacifiCorp's criteria or received assent from PacifiCorp and are in
compliance with Rivermine's substance abuse/drug and alcohol policy.
It is understood and agreed that PacifiCorp may review Rivermine's policies, background checks and related documentation
upon request, subject to applicable federal, state and/or local statutes or regulations. PacifiCorp may also request that
Rivennine provide an ongoing and updated list of persons that have been denied access to PacifiCorp Work or facilities.
ARTICLE 16. BUSINESS ETHICS
Rivermine, its employees, agents, representatives and Subcontractors shall at all times maintain the highest ethical standards
and avoid conflicts of interest in the conduct of Work for PaciflCorp.
ARTICLE 17. LABOR
Rivermine shall be aware of, and familiar with, all collective bargaining agreements, which do or may pertain to or affect the
Work under this Agreement or other work at the Work Site. Rivermine shall plan and conduct its operations so that its
employees and Subcontractors of any tier will work harmoniously with PacifiCorp employees and other workers employed on
the same or related projects to assure that there will be no delays, work stoppages, excessive labor costs, or other labor
difficulties.
ARTICLE 18. PROTECTION OF EXISTING FACILITIES
Rivermine shall protect existing equipment and facilities, and avoid interference with PacifiCorp's operations.
Rivermine shall not remove or alter any part of the existing structures, equipment, or facilities without the prior knowledge and
consent of PacifiCorp.
ARTICLE 19. PROGRESS MEETINGS
If requested, Rivermine will conduct weekly, or at other regular intervals as agreed by both Parties, meetings with PaciflCorp
to discuss any conditions or critical items which have affected or could affect the Work.
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Rivermine: Initial __________ PacifiCorp: Initial
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ARTICLE 20. LAWS AND REGULATIONS
Rivermine shall at all times comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards,
including without limitation, those governing wages, hours, desegregation, employment discrimination, employment of minors,
health, and safety. Rivermine shall comply with equal opportunity laws and regulations to the extent that they are applicable.
Rivermine shall indemnify, defend, and hold harmless PacifiCorp, its officers, directors, employees, and agents from all losses,
costs and damages by reason of any violation thereof and from any liability, including without limitation, fines, penalties, and
other costs arising out of Rivermine's failure to so comply.
ARTICLE 21. INDEPENDENT CONTRACTOR
Rivermine is an independent contractor and all persons employed by Rivermine in connection herewith shall be employees of
Rivermine and not employees of PacifiCorp in any respect.
ARTICLE 22. COOPERATION WITH OTHERS
Rivermine shall fully cooperate and coordinate with PacifiCorp employees and other contractors who may be awarded other
work. Rivermine shall not commit or permit- any act which will interfere with the performance of Work by PaciflCorp
employees or other contractors. To the extent Rivermine has a claim as a result of the interference or lack of cooperation by
another contractor, Rivermine's sole remedy shall be against the other contractor.
ARTICLE 23. CONFLICTS. ERRORS. OMISSIONS. OR DISCREPANCIES IN CONTRACT DOCUMENTS
Rivermine shall advise PacifiCorp in writing of all conflicts, errors, omissions, or discrepancies among the various documents
comprising this Agreement immediately upon discovery and prior to Rivermine's performing the affected Work. PaciflCorp
shall resolve such conflicts and such resolution shall be final. Anything mentioned in the specifications and not shown on the
drawings, or shown on the drawings and net mentioned in the specifications, shall be considered as if shown or mentioned in
both.
ARTICLE 24. CLAIM AND NOTICE
In the event Rivermine has a claim or request for a time extension, additional compensation, any other adjustment of the
Agreement terms, or any dispute arising out of the Work (hereinafter "Claim"), Riverniine shall notify PaciflCorp in writing
within ten (10) business days following the occurrence of the event giving rise to the Claim. Rivermine's failure to give notice
as required will constitute a waiver of all of Rivermine's rights with respect to the Claim.
As soon as practicable after Claim notification, Rivermine shall submit the Claim to PacifiCorp with all supporting information
and documentation. Rivermine shall also respond promptly to all PaciflCorp inquiries about the Claim and its basis.
Any Claim, which is not disposed of by mutual agreement between the Parties, shall be decided by PaciflCorp, which shall
provide a written decision to Rivermine. Such decision shall be final unless Riverniine, within thirty (30) calendar days after
such receipt of PaciflCorp's decision, provides to PaciflCorp a written protest, stating clearly and in detail the basis thereof. It is
agreed that Rivermine's failure to protest PacifiCorp's decision shall constitute a waiver by Rivermine of its Claim. Even if a
Claim arises, Rivermine shall continue its performance of this Contract.
Any notice by either Party to the other shall be delivered to the office of the designated representative of the other Party, or, if
deposited in the mail, properly stamped with the required postage and addressed to the office of such representative.
Riverview Services K, Rev. -7-08 Page 8 of 8
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial PacifiCorp: initial
S
If to PacifiCorp:
PacifiCorp
825 NE Multnomah St., Suite 1800
Portland, OR 97323
Attn: Legal Dept.
Telephone: [phone]
ARTICLE 25. TERM AND TERMINATION
If to Rivermine:
Rivermine Software, Inc.
3975 Fair Ridge Drive, Suite 350 South
Fairfax, Virginia 22033-2924
Attn: Manager, Contracts
Telephone: [phone] (Fax)
This Agreement shall commence on the Contract Effective Date. The Platform Services shall commence on the Go-Live Date
and shall continue for a period of 48 months (the "Term"), unless earlier terminated in accordance with the provisions of this
Article 25, TERM AND TERMINATION. Thereafter, this Agreement shall be automatically renewed for additional 12
month periods (each, a "Renewal Term") on the same terms and conditions as provided herein (or as may be otherwise
negotiated between the Parties) unless one Party notifies the other Party in writing at least 30 days prior to the end of the then-
current Term or a Renewal Term, as the case may be, that it has elected not to renew this Agreement.
1. For purposes of this Agreement, either Party may terminate this Agreement upon written notice to the other Party in the
event of the occurrence of any of the following:
a.Party materially breaches any of its obligations under this Agreement, and fails to cure such material breach for a
period of thirty (30) calendar days after receipt of written notice thereof from the non-breaching Party, unless such
breach cannot by its nature be remedied within such period in which event that Party shall provide evidence
reasonably satisfactory to the non-breaching Party within ten (10) calendar days after receipt of such notice that such
breach will be corrected or that the Party is making reasonable progress to that end. For purposes of clarifying, but
not limiting the foregoing, a material breach by Rivermine shall be deemed to include, without limitation, Rivermine's
refusal or neglect to supply sufficient and properly skilled workmen, materials of the proper quality or quantity, or
equipment necessary to perform the Work described in this Agreement properly, or Rivermine's failure in any respect
to prosecute the Work described in this Agreement or any part thereof with promptness, diligence, and in accordance
with all of the material provisions hereof. For purposes of clarifying, but not limiting the foregoing, a material breach
by Paciflcorp shall be deemed to include, without limitation, a failure to make payment of undisputed amounts in
accordance with the payment obligations in Article 4, CONSIDERATION AND PAYMENTS.
b.The filing by or against either Party of a proceeding under any bankruptcy or similar law, unless such proceeding is
dismissed within thirty (30) calendar days from the date of filing; the making by either Party of any assignment for the
benefit of creditors; the filing by or against either Party for a proceeding for dissolution or liquidation, unless such
proceeding is dismissed within thirty (30) calendar days from the date of filing; the appointment of or the application
for the appointment of a receiver, trustee, or custodian for any material part of either Party's assets unless such
appointment is revoked or dismissed within thirty (30) calendar days from the date thereof.
2. In addition, for purposes of this Agreement, PacifiCorp may terminate this Agreement upon written notice to Rivermine in
the event of the occurrence of any of the following:
a)A determination that any representation, statement, or warranty made by Rivermine in this Contract, the Rivermine
proposal, or any other statement, report, or document which Rivermine is required to furnish to PacifiCorp was false or
misleading in any material respect;
b)Any attempt by Rivermine to make any adjustment, settlement, or extension of its debts with its creditors generally; the
insolvency of Rivermine; the filling or recording of a notice of lien or the issuance or the obtaining of a levy of
execution upon or against a material portion of Rivermine's assets, unless such lien or levy of execution is dissolved
within thirty (30) calendar days from the date thereof.
c)A Material Adverse Change has occurred with respect to Rivermine and Rivennine fails to provide such performance
assurances as are reasonable requested by PacifiCorp, including, without limitation, the posting of additional "Security"
pursuant to ARTICLE 7, SECURITY.
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Rivermine: Initial __ PacifiCorp: Initial 11/f
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d)A determination by a court, regulatory body or governmental agency having jurisdiction over PaciflCorp that the Services
to be provided to PaciflCorp under this Agreement are in violation of an law, regulation or judicial or administrative ruling
(or would place PaciflCorp in violation of any such law, regulation or ruling) and the Parties are not able to agree to an
amendment to this Agreement removing such violation within thirty (30) days of notice from PaciflCorp.
e)An unapproved assignment or other transfer by Rivermine of this Agreement or any rights, responsibilities or obligations
of Rivermine hereunder to a third party (whether by operation or law or otherwise), or any merger, sale of assets of the
business to which this Agreement is related, or consolidation of or involving Rivermine.
3.Upon termination of this Agreement or any portion of this Agreement by either Party, that Party shall be entitled to pursue
any and all rights and remedies that it may have against the other Party under this Agreement or at law or in equity.
4.Upon receipt of any such written notice of termination of the entire Agreement or of any right to proceed with any portion
of the Work following the applicable process described in this ARTICLE 25, TERMINATION FOR CAUSE, Rivermine
shall, at its expense, for that portion of the Work affected by any such termination;
a.Assess the status of any Service still due and preserve any Work performed; and
b.To the extent that they are assignable, assign to PacifiCorp any and all subcontracts and equipment rental agreements as
designated in writing by PaciflCorp.
Upon any termination of this Agreement, Rivermine will provide PaciflCorp with a copy of all PaciflCorp Data in a form an
format agreeable to PacifiCorp. Thereafter, each Party shall (i) immediately discontinue all use of the other Party's
Confidential Information; (ii) delete the other Party's Confidential Information from its computer storage or any other media,
including, but not limited to, online and off'-line libraries; (iii) return to the other Party or, at the other Party's option, destroy
all copies of such other Party's Confidential Information then in its possession; and (iv) promptly pay all amounts due and
remaining payable hereunder.
Notwithstanding the foregoing, the following provisions of this Agreement will survive termination or expiration of this
Agreement for any reason.
ARTICLE 26. DELAYS
Force Maleure. Neither Party shall be liable for delays due to strikes or other labor disturbances which are not (a) restricted to
the Work Site, or other location where the obligations under this Agreement are being performed and (b) attributable to the
actions of the Party claiming the Force Majeure, fire, riots, acts of God, acts of the public enemy, or other similar unforeseeable
cause beyond the control and without the fault or negligence of the Party incurring such delay; however, both Parties agree to
seek to mitigate the potential impact of any such delay. Any Force Majeure delay shall not be the basis for a request for
additional compensation. In the event of any such delay, the required completion date may be extended for a reasonable period
not exceeding the time actually lost by reason of the delay.
PacifaCorn-Caused Delay. Should PaciflCorp cause a delay in Rivermine's performance and if PaciflCorp determines the facts
justify an extension of time and/or additional compensation and no remaining float time exists in the schedule, this Agreement
will be so modified. PacifiCorp may, at its discretion, in lieu of granting an extension of time, require Riverrnine to regain the
schedule whereby PacifiCorp shall compensate Rivermine for all additional costs reasonably incurred thereby. No adjustment
under this Article shall be made for any delay to the extent that it is caused or contributed to by Rivermine or performance
would have been delayed by any other cause, including the fault or negligence of Riverniine.
Request For Time Extension. Any request for time extension or additional compensation shall be made in accordance with
ARTICLE 24, CLAIM AND NOTICE.
ARTICLE 27. EQUAL EMPLOYMENT OPPORTUNITY AND OTHER NONDISCRIMINATION CLAUSES
Rivermine shall at all times comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards
including, without limitation, those governing wages, hours, desegregation, employment discrimination, employment of
minors, health, and safety. Rivermine shall comply with equal opportunity laws and regulations to the extent that they are
applicable.
Riverview Services K. Rev. -7-08 Page 10 of 10
Roth Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermjne: Initial __ PacifiCorp: Initial It,
S
Rivermine shall indemnify, defend and hold harmless PacifiCorp, its directors, officers, employees, and agents from all losses,
costs, and damages by reason of any violation thereof and from any liability, including, without limitation, fines, penalties, and other
costs arising out of Rivermine's failure to so comply.
ARTICLE 28. RELEASE OF INFORMATION - ADVERTISING AND PROMOTION
Riverniine shall not publish, release, disclose, or announce to any member of the public, press, official body, or any other third
party any information concerning this Agreement and/or the Work, or any part thereof, without the express prior written
consent of PacifiCorp, except as required by law. Neither the names of PaciflCorp, nor the Work Site shall be used in any
advertising or other promotional context by Rivermine without the express prior written consent of PacifiCorp.
ARTICLE 29. OWNERSHIP AND CONFIDENTIALITY.
1.Definition of Confidential Information. As used in this Contract, the term "Confidential Information" means any non-
public material or information of the other Party, including but not limited to a Party's research, development, products,
product plans, services, PaciflCorp lists, markets, software, developments, inventions, processes, formulas, technologies,
designs, drawings, marketing, finances, or other business information or trade secrets that the disclosing Party has
designated as confidential, or that the receiving Party knows or reasonably should have known was confidential at the time
of disclosure. Without limiting the foregoing, the software and any databases (including any data models, structures, non-
PacifiCorp specific data and aggregated statistical data contained therein) of Rivermine shall constitute Confidential
Information of Rivermine, and PacifiCorp Data (including, without limitation, all Passwords (as defined in Exhibit B and
the identity of any User (as defined in Exhibit B) shall constitute the Confidential Information of PacifiCorp.
2.Nonuse and Nondisclosure. The Parties acknowledge that during the performance of this Agreement, each Party will
have access to certain of the other Party's Confidential Information or Confidential Information of third parties that the
disclosing Party is required to maintain as confidential. Each Party agrees that it will not, directly or indirectly, disclose
the Confidential Information of the other Party under any circumstances or by any means to any third person without the
prior written consent of the other Party. Each Party further agrees that it will restrict access to the Confidential
Information of the other Party to those of its personnel, agents, and/or consultants, if any, who have a need to have access
the Confidential Information to perform the Work or other obligations of such Party called for by this Agreement or, in the
case of PacifiCorp, to use and enjoy the Work and Services as contemplated by this Agreement, and who have been
advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. In
addition, each Party agrees that, subject to any rights or licenses expressly granted in this Agreement, such Party will: (i)
not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from
dissemination to, and use by, any third party; (ii) create any derivative work from Confidential Information of the other
Party; and (iii) return or destroy all Confidential Information of the other Party in its possession upon termination or
expiration of this Agreement.
3.Exceptions. Notwithstanding the foregoing, the provisions of Article 29, OWNERSHIP AND CONFIDENTIALITY
shall not apply to Confidential Information that: (a) is generally known to the public at the time disclosed; (b) is or
becomes generally known to the public through no fault of the recipient Party; (c) is rightfully communicated to the
recipient Party by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient
Party's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently
developed by the recipient Party without access to or use of the Confidential Information of the other Party; or (f) is
approved for release or disclosure by the disclosing Party in advance without restriction. Notwithstanding the foregoing,
each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a
court or other governmental body, or as otherwise necessary to comply with applicable law or regulation, provided that the
Party. making the disclosure pursuant to the order shall first have given written notice to the other Party and made a
reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make
such court filings as it may be required to do.
4.Protection. Confidential Information of the other Party will be made available by a Party to its employees only on a "need
to know" basis and only after notifying such employees of the confidential nature of the Confidential Information and after
having obligated them to the nonuse and nondisclosure obligations of this Agreement (or to nonuse and nondisclosure
obligations at least as protective of the Confidential Information as those in this Contract). Each Party agrees to take all
reasonable precautions to protect the confidentiality of Confidential Information of the other Party and, upon request by of
the other Party, to return to that Party any documents which contain or reflect such Confidential Information.
Riverview Services K, Rev. -7-08 Page 11 of 11
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
If Rivermine: Initial __________ PacifiCorp: Initial 11P
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Unless waived by PacifiCorp, Rivermine shall require its employees and Subcontractors of any tier to adhere to these
confidential information and nondisclosure terms.
5.Ownership of PacifiCorp Data. PacifiCorp retains all right, title and interest in and to all PacifiCorp Data, subject only
to the limited rights granted to Rivermine under this Agreement as necessary to provide the Platform Services and Support.
6.Rivermine IP Ownership. Except in the case of PacifiCorp Data and except as set forth in a SOW, PacifiCorp
acknowledges and agrees that the Platform Services or any other proprietary software utilized herein and all intellectual
property rights therein (including without limitation, copyrights, patents, trade secrets, trade marks, moral rights and other
intellectual property rights, in and to the Platform Services, all modifications, changes, enhancements, or additions thereto)
and all intellectual property rights relating to the provision of Support (collectively, "Rivermine IP"), are owned or
licensed by Rivermine. PacifiCorp acknowledges that it has no ownership rights in the Rivermine IP and waives any
moral rights it may have in the Rivermine IP to and in favor of Rivermine. Except for the Subscription Rights, nothing in
this Agreement gives PacifiCorp any other right, title or interest in, to or under any of the Platform Services, or any
intellectual property rights therein or arising pursuant to the Support.
ARTICLE 30. NONSOLICITATION.
Each Party acknowledges and agrees that the employees of the other Party who, in the case of Rivermine, perform the Services
under this Agreement or, in the case of PacifiCorp, are involved in the receipt or operation of the Services under this
Agreement, are a valuable asset to that party and are difficult to replace. Accordingly, each Party agrees that, for a period of
one (1) year after the termination or expiration of this Agreement, it shall not offer employment or engagement (whether as an
employee, independent contractor or consultant) to any such employee. This restriction shall not apply to any individual
employed by a Party who voluntarily seeks employment with the other Party on their own initiative or in response to a general
advertisement or solicitation for employment (e.g., in a newspaper, trade publication or other print publication or online job
search web site) or as an unsolicited walk in candidate.
ARTICLE 31. NONEXCLUSIVE RIGHTS
Nothing in this Agreement is to be construed as granting to Rivermine an exclusive right to provide any or all of the work
anticipated herein. The use of Rivermine's services is completely discretionary with PacifiCorp. This Agreement shall not be
construed in any way to impose a duty upon PacifiCorp to use Rivermine.
ARTICLE 32. ASSIGNMENT.
This Agreement and any rights, responsibilities or obligations hereunder, may not be assigned, sublicensed, delegated,
subcontracted or otherwise transferred by either Party (whether by operation of Jaw or otherwise) without the prior consent of
the other party, such consent not to be unreasonably withheld, provided that either party may assign this Agreement in its
entirety to an affiliated company or to a successor in interest in the event of a merger, sale of assets of the business to which
this Agreement is related, or consolidation. Any purported attempt to do so will be null and void.
No provision of this Agreement shall be construed as limiting PacifiCorp's right to permit its parent, divisions, affiliates, or
subsidiary companies to use or benefit from the Services provided for in this Agreement or to share information related thereto.
PacifiCorp's parent, divisions, affiliates, or subsidiary companies agree to be bound by the terms and conditions, and
applicable appendices or exhibits set forth herein to the extent they utilize this Agreement.
ARTICLE 33. SUBCONTRACTS
Rivermine shall neither subcontract nor permit any portion of the Work to be subcontracted without the prior written consent of
PacifiCorp; such consent shall not be unreasonably withheld and Rivermine shall be fully responsible for the acts or omissions
of any Subcontractors of any tier and of all persons employed by them, shall maintain complete control over all such
Subcontractors, and neither the consent by PacifiCorp, nor anything contained herein, shall be deemed to create any contractual
relation between the Subcontractors of any tier and PacifiCorp.
Riverview Services K, Rev. -7-08 Page 12 of 12
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Riveimine: Initial PacifiCorp: initial 9
.
ARTICLE 34. NONWAIVER
The failure of PacifiCorp to insist upon or enforce strict performance by Rivermine of any of the terms of this Agreement or to
exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of PacifiCorp's right to assert or
rely upon such terms or rights on any future occasion.
ARTICLE 35. SEVERABILITY
Any provisions of this Agreement prohibited or rendered unenforceable by law shall be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this Contract.
ARTICLE 36. APPLICABLE LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Any litigation between
the Parties arising out of or relating to this Agreement will be conducted exclusively in federal or state courts in the State of
Oregon and Rivermine consents to jurisdiction by such courts.
ARTICLE 37. ENTIRE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE
This Agreement and any referenced Exhibits and Attachments constitute the complete agreement between the Parties. All
understandings, representations, warranties, agreements and any referenced attachments, if any, existing between the Parties
regarding the subject of matter hereof are merged into and superseded by this Agreement, which fully and completely
expresses the agreement-of the Parties with respect to the subject matter hereof. Any scope of work, specifications, drawings,
schedules or other documents listed in this Agreement are incorporated by reference into this Agreement. In the event of a
conflict between (i) any scope of work, specifications, drawings, schedules or other attachment or exhibit to this Agreement
and (ii) the above terms and conditions of this Agreement, the above terms and conditions of this Agreement shall take
precedence and control.
PacifiCorp assumes no responsibility for any understanding or representation made by any of its employees, officers, or agents
during or prior to the negotiations and execution of this Contract, unless such understanding or representation is expressly
stated in the Agreement.
The Parties intend that the terms and conditions of this Agreement, its referenced attachments, and any purchase order or work
releases that may be issued relating to this Agreement should be complementary with each other; however, in the event of a
conflict between the terms and conditions of any purchase order or work releases and those of the Agreement, the terms and
conditions of the Agreement shall take precedence and control over any other correspondence, purchase order or work releases.
This Agreement has been executed by duly authorized representatives of the Parties and shall be effective as of date of
execution by PacifiCorp.
RIVERMINE:
Rivermine Software, Inc.
By:
(Signature)
Name: $3€,
(Type or Print)
Title: CFG
h_____-__
(Date E ecu ed)
PAcWIC0RP:
PacifiCorp
By:
_t (
(Signature)
Name: Te-rr 4 Ic.
(Type or Print)1
Title: fri .'),rec.4t,, jio. 7"6.
(Date Executed)
Riverview Services K, Rev. -7-08 Page 13 of 13
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial PacifiCorp: Initial
. S
Exhibit A
SERVICE AND FEE SCHEDULE
L Services:
a.Subscription License Statement of Work pursuant to Exhibit B for the following Platform Services:
• Service Order Manager (unlimited internal users)
• Inventory Engine (unlimited internal users)
• Finance Manager (unlimited internal users)
• Clarity Advanced Reporting (10 user license -additional 5 user bundles for $8400)
b.Implementation service pursuant to Exhibit C
c.CELLector ® On-Line Wireless Store Exhibit D
c. Invoice Loading pursuant to Exhibit E
II. Fees and Scope:
Monthly Recurring Fee of $8,500 for the 48 month Term due and payable starting upon the Go Live date and every thirty (30)
days thereafter for the remainder of the Term for the Services provided.
Implementation Services - $65,000 (one time - fixed fee) payable as set forth in Payment Schedule below.
• Installation and configuration of all in scope modules listed above
• Training (includes activity listed in Training Section of the Statement of Work)
• Installation and testing of invoice readers (outlined in the Statement of Work)
• Outbound AP and GL interfaces
Telco Interface
• $500 Monthly fee (included in the Monthly Recurring Fee)
• One time implementation fee of $14,400
• No limit to the number of carriers
Wireless Store Portal
• A minimum Monthly Recurring Fee of $2875 (based on $1.15 I device / month (minimum 2,500 devices)) for the 48
month Term due and payable starting upon the "Go Live" date and every thirty (30) days thereafter during the Term
• $6,000 one-time fee to setup the portal to meet PacifiCorp specific order requirements.
Interface implementation fees (one time)
• Inbound AP interface (post back information such as check number & pay date) - $3,600
• Inbound HR interface - $3,600
Payment Schedule:
Percent Payment will be based on the total of all implementation fees ($92,200).
Event Percent Payment
Requirement Sign off 10%
Design Sign Off 10%
Configuration Sign Off 25%
Testing Sign Off 301%
Final Acceptance 25%
During the implementation if work is requested by PaciflCorp that is outside the original scope of the implementation
Rivermine will provide a firm price for the additional work, alternatively PacifiCorp and Rivermine may agree that the work
will be done during the implementation at a rate of $ 180/per hr.
Riverview Services K, Rev. -7-08 Page 1 of I
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution. Ar
Rivermine: Initial _ PacifiCorp: Initial
S S
Exhibit B
PLATFORM SERVICES
1.Definitions. In addition to the terms defined in the body of the Agreement, the following terms have the following
meanings for purposes of this Exhibit B:
"PacifiCorp's Account" has the meaning set forth in Section 3.
"Documentation" shall mean Rivermine's standard user manuals and/or related documentation generally made available to
licensees of the Licensed Application.
"Electronic Communications" means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature
transmitted in whole or in part electronically.
"Platform Services" means the various subscriptions to software and data applications and Rivermine provided services
identified in this Exhibit and in Exhibit A and as may be modified from time to time by the Parties under the terms of the
Agreement.
"Support" means the general maintenance services and technical support provided in respect of the Platform Services but does
not include any other professional services that would be set forth in a separate Statement of Work between the Parties, as
added from time to time by the Parties.
2.Platform Services and Restrictions.
2.1 Platform Services Subject to the terms and conditions of this Agreement, Rivermine grants to PacifiCoip, for use by
PacifiCorp, its parent, divisions, affiliates, subsidiary companies, agents, contractors and employees (collectively, including
PacffiCorp, the "Users") a non-transferable (except as set forth in Article 32, ASSIGNMENT, non-exclusive, non-
sublicensable right (the "Subscription Right") to access and use the Platform Services via the Internet during the Term and any
Renewal Term. Users shall access the Platform Services by means of a specific account (the 'PacifiCorp's Account") and
Passwords (as hereinafter defined) provided by Rivermine.
2.2 Authorized Users. For purposes of this Agreement, the term "Authorized Users" shall mean any User accessing or using
the Platform Services solely on behalf and for the benefit of PaciflCorp in the operation of PaciflCorp's business. PacifiCorp
acknowledges and agrees that it shall be responsible for all acts and omissions of Authorized Users, and any act or omission by
an Authorized User which, if undertaken by PacffiCorp, would constitute a breach of this Agreement, shall be deemed a breach
of this Agreement by PaciflCorp. PaciflCorp shall undertake reasonable efforts to make all Authorized Users aware of the
provisions of this Agreement as applicable to such Authorized User's use of the Platform Services and shall cause Authorized
Users to comply with such provisions.
3.Passwords.
Rivermine shall issue to PaciflCorp, or shall authorize PacifiCorp to issue, a password (each, a "Password") for each User to
access the Platform Services using PaciflCorp's Account as an Authorized User. Except in the case of the act or omission of
Rivermine in the management of any passwords or the negligence or willful misconduct of Rivermine, (1) PacifiCorp is solely
responsible for the confidentiality and use of its Passwords and PaciflCorp Account and all charges incurred from use of the
Platform Services accessed with the Passwords (except in the case of the act or omission of Rivermine in the management of
any passwords or the negligence or willful misconduct of Rivermine); and (2) In no event shall Rivermine be liable for any loss
of PaciflCorp Data or other claims to the extent the same arose from unauthorized access to PacifiCorp's Account by obtaining
a Password caused by a negligent or wilful act of PacifiCorp.
4.PacifiCorn's Conduct and Use Guidelines.
4.1 PacifiCorp's Lawful Conduct. The Subscription Right is granted to PacifiCorp exclusively for the internal use of
PaciflCorp. Except as may be permitted in this Agreement, or as may be required or allowed by applicable law or regulation,
PacifiCorp shall not, and shall not permit Users, directly or indirectly, to do any of the following acts (each an "Prohibited Act"
and collectively, the "Prohibited Acts"): (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the
source code or underlying ideas or algorithms of the Platform Services; (ii) modify, translate, or create derivative works based
on the Platform Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit
Platform Services or make the Platform Services available to a third party other than as contemplated in this Statement of
Work; (iv) use the Platform Services for timesharing or service bureau purposes with any third party or otherwise for the
benefit of a third party; (v) except publish or disclose to third parties any evaluation of the Platform Services without
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Rivermine's prior written consent; (vi) create any link to the Platform Services, or frame or mirror any content contained or
accessible from, the Platform Services, in any way accessible to any third party; or (vii) violate any local, state, federal or
foreign law, treaty, regulation or convention applicable to PacifiCorp in connection with Users' use of the Platform Services,
which may include without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and
Electronic Documents Act (PIPEDA) (Canada) and similar provincial legislation in Canada enacted from time to time, the EU
Data Protection Directive and other laws applicable to PacifiCorp related to privacy, publicity, data protection, electronic
communications and anti-spamming laws (and, without limiting the generality of the foregoing, PacffiCorp is solely and
exclusively responsible for the collection, accuracy, currency, quality, legality, completeness and use of PacifiCorp Data that is
stored on the System, disclosed to or used by PacifiCorp, Users or other authorized service providers in connection with the
Platform Services, except to the extent of any modification or other transformation thereof by Rivermine).
4.2 Certain Use Guidelines/PacifiCorp Prohibitions. Except as may be permitted in this Agreement, or as may be required
or allowed by applicable law or regulation, the Prohibited Acts shall further include, and PacifiCorp shall not and shall not
permit the Users to do any of the following acts: (i) wilfully tamper with the security of the Systems or tamper with other
PacifiCorp accounts of Rivermine, (ii) access data on the System not intended for PacifiCorp, (iii) log into a server or account
on the System that PacifiCorp is not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any Systems or
to breach the security or authentication measures without proper authorization; (v) wilfully render any part of the Systems
unusable.
4.3 PacifiCorp Communications Responsibilities. PacifiCorp agrees that it is solely responsible for the content of all
communications (including without limitation, Electronic Communications) while using PacifiCorp's Account. PacifiCoip
agrees that Users will not use Platform Services to communicate, by way of Electronic Communication or otherwise, any
message or material that: (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the copyrights,
patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii)
would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence,
under any applicable law or regulation (hereafter items (i), (iii) and (iii) are collectively referred to as "Communication
Breaches").
5.Term.
The Subscription Rights and Support shall commence on the "Go-Live" date of the fully implemented Platform Services and
shall continue for the Term of the Agreement, unless earlier terminated in accordance with the provisions of the Agreement.
6.Intellectual Pronertv Indemnification.
6.1 PacifiCorp Indemnification. PacifiCorp agrees to indemnify and hold harmless Rivermine and its officers, directors,
shareholders, employees and agents from and against all losses, liabilities, judgments, damages, claims and taxes, and all
related costs and expenses, including, without limitation, reasonable attorney's fees and costs of investigation, litigation,
settlement, judgment, and interest, incurred as the direct result of any third party claims against Rivermine to the extent
resulting from (i) any Prohibited Acts or Communication Breaches or (ii) any infringement misappropriation or violation by
PacifiCorp Data of any third party copyrights, trademarks, trade secrets or other proprietary rights of, or other harm caused
thereby to any third party..
6.2 Rivermine Indemnification. Riverniine shall indemnify, defend and hold harmless PacifiCorp and its officers, directors,
shareholders, employees and agents (including the Users) from and against all losses, liabilities, judgments, damages, claims
and taxes, and all related costs and expenses, including, without limitation, reasonable attorney's fees and costs of investigation,
litigation, settlement, judgment, and interest, incurred as the direct result of any third party claims against Rivermine to the
extent resulting from any infringement, misappropriation or violation of the intellectual property rights, including, without
limitation, the patents, copyrights, trademarks, trade secrets or other proprietary or intellectual property rights throughout the
world, of any third party resulting from or otherwise associated with any Work or Services provided under this Agreement,
including, without limitation, the Platform Services or Support (or any portion thereof). In addition to any obligation of
Rivernune to indemnify, defend and hold harmless PacifiCorp under this Section 6.2, if the Users' use of any portion of the
Platform Services and/or Support is reasonably likely to be enjoined by reason of a claim of infringement, violation or
misappropriation covered by this Section 6.2, then Rivermine shall, at its sole option and expense: (i) procure for PacifiCorp
the right to continue using the such Platform Services or Support, as the case may be, or any portion thereof; (ii) replace the
same with other software, services or other material of equivalent functions and efficiency that is not subject to an action
described in this section; or (iii) modify the applicable software, support services or other material so that there is no longer any
infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Platform
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Services and/or Support as set out herein. Rivermine shall have no liability respecting any Claim of infringement or breach as
aforesaid to the extent such Claim is based upon the combination, operation or use of the Platform Services or Support with
other equipment, software, apparatus, devices or things not supplied by Rivermine or in a manner not substantially consistent
with Rivermine's specifications and instructions, except to the extent reasonably required for the use, operation or enjoyment
of the Platform Services or Support as contemplated by this Agreement. This Section 6.2 states the entire liability of Rivermine
for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the
provision by Rivermine of the Platform Services and Support.
6.3 Indemnification Procedures. Either Party seeking to be indemnified, defended or held harmless under this Section 7
(the "Indemnified Party") shall: (a) give prompt notice of any claim for indemnification to the other party ( the "Indemnifying
Party"); (b) grant sole control of the defence or settlement of the claim or action to the Indemnifying Party (except that the
Indemnified Party's prior written approval will be required for any settlement that reasonably can be expected to require a
material affirmative obligation of or, result in any ongoing material liability to the Indemnified Party); and (c) provide
reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party's request and expense, assistance in the
defence or settlement of the claim. In any event, the Indemnified Party will have the option of participating in the defence at
its own expense.
7.Access.
Upon providing reasonable written notice to PaciflCorp (and at a time and for a duration agreed to by PaciflCorp, such
agreement not to be unreasonably withheld or conditioned), Rivermine shall have the right to access PacifiCorp's Account from
time to time, for purposes of Support, administration, invoicing and to inspect PacifiCorp's utilization of the Platform Services
so as to ensure PaciflCorp's compliance with the provisions of this Exhibit B, as reasonably necessary.
8.Limited Warranties and Disclaimers.
8.1 Functionality Warranty. Rivermine warrants that the Platform Services will operate in substantial conformity with the
specifications for the Platform Services and with all applicable documentation for the Platform Services. For any breach of this
warranty, PacifiCorp's sole and exclusive remedy and Rivermine's sole and excusive liability, shall be for Rivermine to correct
any reported failure in the Platform Services causing a breach of this warranty, or, if Rivermine is unable to provide such
correction of material failure within 30 days PacifiCorp shall be entitled to recover that prepaid portion of the Fees in respect of
the non-conforming Platform Services.
8.2 Security Warranty. Rivermine represents and warrants that Rivermine has implemented Appropriate Security Measures
(as hereinafter defined) and maintains the Platform Services at reputable third party Internet service providers and hosting
facilities. "Appropriate Security Measures" means commercially reasonable technical, physical and procedural controls to
protect PacifiCorp Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by
third parties or by employees Or contractors employed by Rivermine, whether by accident or otherwise. However, PaciflCorp
acknowledges and agrees that, notwithstanding such Appropriate Security Measures, use of or connection to the Internet
provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform
Services and PacifiCorp Data. Accordingly, except to the extent of the representations and warranties in this Section 8.2,
Rivermine cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored
in any system connected to the Internet.
83 Exclusions: Except as expressly stated in this Section 9 or as otherwise stated in the body of the Agreement, there are no
warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of
trade) for the Platform Services or Support. Rivermine disclaims all STATUTORY OR implied warranties AND conditions
including without limitation the conditions AND/or warranties of merchantability, merchantable quality or fitness for any
purpose, particular, specific or otherwise. Rivermine does not warrant that the functions contained in the Platform Services
will meet PacifiCorp's requirements or that the operation of the Platform Services will be uninterrupted or error-free. Further,
Rivermine does not warrant that the Platform Services will appear precisely as described in the documentation or that all errors
will be corrected.
9.Essential Basis.
The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain
between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement,
including, without limitation, the economic terms, would be substantially different.
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Appendix A to Exhibit B - Support and Maintenance Terms
Support and Maintenance:
E-mail and telephone-based help desk support is available to PacifiCorp from 8am to 8pm Eastern Time, Monday to Friday.
PaciflCorp agrees to send all non-urgent questions and issues to the e-mail help desk and all urgent questions to the telephone-
or e-mail-based help desk.
PacifiCorp acknowledges from time to time in Rivermine's sole discretion but using commercially reasonable efforts to
minimize any disruption of service, Rivermine will schedule Rivermine's standard system maintenance outside of PaciflCorp's
standard business hours, including upgrades to the Platform Services and/or System, in which case Rivermine will announce
the scheduled downtime via e-mail to PacifiCorp's designated e-mail address at least 1 business day in advance of any such
scheduled downtime.
The Support provided under this Agreement does not include services provided with respect to the following matters:
(i)any problem resulting from the misuse, improper use, alteration, or damage of the Platform Services;
(ii)any problem caused by modifications in any version of the Platform Services not made or authorized by Rivermine; or
(iii)any problem resulting from PaciflCorp combining or merging the Platform Services with any hardware or software
not supplied by Rivermine, or not identified by Rivermme as compatible with the Platform Services, Systems, or not
otherwise reasonably required for the use, operation or enjoyment of the Platform Services or Support as contemplated by
this Agreement.
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Appendix B to Exhibit B - Clarity Module
Standard Reporting:
With your purchase of a Rivermine eXPERTSolutions package, a 10 Clarity user pack is included; hence you
currently have 10 Named User licenses for Web Reporter
Additional licenses are available in 5 and 10 User Packs
Rivermine Clarity 5 User Pack includes:
- 5 Named User Web Reporter Licenses
Rivermine Clarity 10 User Pack includes:
- 10 Named Users Web Reporter Licenses
Advanced Reporting (Standard Reporting pius ad-hoc and analytics):
With your purchase of the Advanced Reporting option in your Rivermine eXPERlSolutions package, a 10 Clarity
user pack is included which contains 10 Named User licenses for Web Professional
Additional licenses are available in 5 and 10 User Packs
Rivermine Clarity 5 User Pack includes:
- S Named User Web Professional Licenses
Rivermine Clarity 10 User Pack includes:
- 10 Named Users Web Professional Licenses
PaciflCorp will receive a Rivermine Clarity 5 Named User Pack which includes 5 Named User Web Professional Licenses
Rivermine Clarity "Out of the Box" Capabilities:
Refer to the Master Services Agreement Professional Services Statement of Work for the complete listing of "out-of-the-box"
Clarity dashboards and reports.
1) Rivermine Clarity Module Details:
- PaciflCorp is entitled to receive new out-of-the-box reports as they may be delivered by Rivermine during the duration of
PacifiCorp eXPERTSolutions contract. This includes out of the box dashboards, reports, and supporting metadata.
- If PacifiCorp needs out of the box reports to report on customer specific fields (new fields and changed fields), then an SOW
from Rivermine Professional Services is required. In other words, a Rivermine Professional Services engagement is needed to:
• Map added database fields to Clarity for ad-hoc reporting
• Map added, or changed database fields to out of the box Clarity dashboards and reports
- If PaciflCorp needs custom reports, then an SOW from Rivermine Professional Services is required. In other words, a
Rivermine Professional Services engagement is needed to:
• Add fields in the Rivermine base software
• Change label names in the Rivermine base software
• Create new Clarity reports and dashboards based on new or changed database fields
• Assign new reports permission access to PaciflCorp's users
- PacifiCorp can purchase blocks of 40 hrs ($7,800) to modify existing, or create new, Clarity reports and dashboards
- Clarity training for PaciflCorp users:
Standard Renorting
PacifiCorp is entitled to receive user training when they purchase an eXPERTSolutions package. PaciflCorp users will
receive Clarity training as indicated in the Professional Service quote. User training is typically scheduled as part of the
eXPERTSolutions Managed Service roll-out. Please contact your customer support representative for training schedule
details.
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Advanced Reporting
If PacifiCorp selects this option, PacifiCorp users will receive and additional user training in Clarity ad-hoc reporting and
analytics also as indicated in the Professional Service quote. Please contact your customer support representative for
training schedule details.
2)Rivernilne Clarity Administration Details
Users, User Passwords, and User Roles:
Users, user passwords, and user roles are administered via the Rivermine application administration module. Any new user
that is added in Rivermine will automatically be setup in the Clarity reporting as long as the user has been granted a license to
use the Clarity product. A license key is required in order to use Clarity. Additionally, passwords will automatically
synchronize between the Rivermine core application and the Clarity reporting module.
If a custom role is added by PacifiCorp in the Rivermine application, Rivermine Customer Support is required to be contacted
to add the custom role in the Clarity reporting module. Automatic synchronization for custom roles does not yet exist between
the Rivermine application and the Clarity reporting module.
If PacifiCorp requires a change to the reports that an out of the box user role can access, Rivennine Customer Support is
required to be contacted. Customer Support will make the security change in the Clarity reporting module. Automatic
synchronization for custom roles does not yet exist between the Rivermine application and the Clarity reporting module.
3)Warranty Disclaimer:
Not withstanding any administrator rights provided under the Agreement to manage and modify fields to the Licensed
Application, the Parties agree that all warranties and representations related to the Clarity Module are made under the
assumption that Customer shall not utilize MicroStrategy Architect, to modify or change field structures within the reporting
functionality of the Clarity Module. The Parties agree that any addition of customized fields to the Rivermine repository, and
the related requirement that Clarity report on these customized or modified fields, shall be done only and exclusively pursuant
to a Professional Services engagement with Rivermine.
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Exhibit C - Implementation S
IMPLEMENTATION
Rivermine will provide consultants to assist PacifiCorp's staff with the implementation related to the Software Modules.
Rivermine will document PacifiCorp specific requirements during requirement workshops and implement each module based on a
set of configurable templates and parameters inherent to the tool. PacifiCorp will be trained to configure and administer the
product. Configuration is limited to the product capabilities outlined in the current version of Rivermine manuals and
documentation.
In addition Rivermine will provide the following services to PacifiCorp:
• Ongoing system to system invoice loading services that will include but not be limited to EDI and CABS formats as set
forth in the Invoice Loading Statement of Work. (See Appendix C to Exhibit B)
• Moving of the invoice feeds from PacifiCorp's current provider to the new service. (PacifiCorp will facilitate necessary
communication and information)
Software Modules
The following table summaries the software modules licensed by PacifiCorp as well as identifies whether the modules will be
installed with base settings or configured specifically per PaciflCorp requirements.
FiTiIlh rTmr1.TuIuI.1l
Module
Not with Configured
Project Scope Purchased Base Settings
Service Order Supports the business process of ordering telecom I I
Manager services from order creation to fulfillment. it
Self-Service Supports on-line telecom service requests by any entity
within PacifiCorp's firewall via an intranet portal. it
Supports the order management and workflow process
Telco Interface between vendor and PacifiCorp from order acceptance it
through fulfillment.
Supports an automated order workflow process between
Verizon E-Bonding vendor and PacifiCorp from order acceptance through
fulfillment.
Circuit Inventory Supports the tracking and management of a telecom
Engine circuit inventory in one central repository. it

Equipment Support the tracking and management of a network
Inventory Engine equipment inventory in one central repository. it
Supports invoice entry, analysis, cost allocation, and bill
Finance Manager payment for telecom related invoices. Also includes the it
tracking and management of telecom contracts.
Ticket Manager Supports the tracking and management of telecom it operation issues.
Clarity Generates reports and executive dashboard in addition to
providing advanced business intelligence capabilities. it
Wireless Store Supports the order management process and updating of
Portal the wireless catalog's carriers service plans and devices, It
Project Manager Supports the automated workflow for repeatable it processes that structures a type of project.
Rivermine will install, integrate and setup all applicable modules noted in this Exhibit C according to the following module-
specific scope by executing the implementation methodology outlined in Appendix A to this Exhibit C. Any additional
configurations, outside the scope defined herein, can be performed by:
1.Riven-nine Professional Services on a time and materials basis under a separate Change Request,
2.PacifiCorp upon the purchase and completion of Rivermine Configuration Training.
Service Order Manager/Circuit Inventory Engine
Rivennine will install and configure the Service Order Manager and Circuit Inventory Engine during the Project.
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Order/Inventory Templates
Order/Inventory templates represent on-line forms used to capture, default and validate specific information required
to successfully process and manage telecom orders and circuit inventory. Rivermine will install one template for each
of the following service types. Additional configuration and/or creation of new inventory templates are out-of-scope.
• ATM Port • Ethernet • OCx: Point-to-Point
• ATM PVC • Frame Relay Port • Pager
• Calling Cards • Frame Relay PVC • Ti: Channelized
• Conferencing: Audio • Internet • Ti: Point-to-Point
• Conferencing: Video • ISDN BRI • T3: Channelized
• Cell Phone • ISDN PM • T3: Point-to-Point
• DDS • Long Distance • Toll Free
• DSL • MPLS • Voice Circuit/POTS
• OCx: Channelized
Billing/Location Templates
Billing and location templates are forms used to capture specific information related to PaciflCorp's billing account
hierarchy and physical site locations, respectively. Rivermine will provide one base billing and location template at
the time of installation. PacifiCorp specific data attributes can be added to these templates and will be documented
during the Requirement Workshops.
Order E-mail Templates
Order e-mail templates are forms used to generate e-mails to PacifiCorp's service providers containing order
information captured on the order/inventory templates. Riven -nine will install one generic email template used by all
service types. Service type and/or vendor specific email templates are out-of-scope for this implementation but can
be performed on a time and material basis. Rivermine will configure the email template to pre-populate the e-mail
distribution list for each vendor contact provided during the Requirements Workshops.
Milestone Templates
Milestone templates define the order steps and expected duration that an order must progress through from order
creation to order completion. Rivermine will install four base milestone templates used by all in-scope service types
for the following order actions: Add, Change, Move, and Disconnect. Service type and/or vendor specific milestone
templates are out-of-scope for this implementation.
Order Approval Workflow
Order approval workflow enables PaciflCorp to define a conditional path to route orders for authorization prior to
submission to the vendor for fulfillment. The configuration of order approval functionality is not within scope.
Telco Interface
Rivermine will install and configure the Telco Interface during the Project.
Rivermine will configure the Telco Interface to replicate the order/inventory templates installed during the
implementation of Service Order Manager in order to provide PaciflCorp vendors visibility into the configured order
form. In addition, Rivermine will setup vendor accounts and configure the application to direct orders to the vendors
who have agreed to utilize the interface.
It will be PacifiCorp's responsibility to obtain vendor acceptance of this interface as well as manage the on-going
relationship with the vendor to maintain use of the interface.
Equipment Inventory Engine
Rivermine will install Equipment Inventory Engine during the Project.
Equipment Templates
Equipment templates are on-line forms used to capture, default and validate specific information required to manage
network equipment inventory as well as build relationships to circuit inventory. Rivermine will install one template
for each of the following equipment types. Additional configuration and/or creation of new equipment templates is
out-of-scope.
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• Routers
• PBX
• Switch
• Servers
• Modems
Finance Manager
Rivermine will install and configure Finance Manager during the Project.
Invoice Templates/Readers
Invoice Readers are used to load and parse electronic bills received from service providers into Rivermine invoice
templates for on-screen presentment and auditing charges. Rivermine will install Financial Manager with pre-
configured settings including vendor specific invoice templates derived from our best practices during the Project.
Out-of-the-box invoice readers will be implemented to import vendor invoices received in an electronic format. Paper
invoices that cannot be converted to an electronic bill format can be manually entered into Riverinine using a pre-
configured generic template.
Deployment of any electronic invoice reader is dependent on the ability of PacifiCorp to consolidate and receive
electronic formats within the project timeline. It is recommended that PacifiCorp begin working with vendors to start
the bill format conversion process prior to the project start date where applicable.
Based on the current billing formats provided by PaciflCorp, Rivermine will install and test the following electronic
invoice readers.
1NMML
AT&T I X DCS
AT&T Wireless X : Navigator
PacBell X SBC EDI
Qwest X Qwest EDI
Verizon X Verizon EDI
Multiple CABS
Carriers
Multiple RIVERM1NE XLS x Carriers
If PacifiCorp requires additional invoices readers above and beyond those listed above, Rivermine will install and test
the first supported reader at no charge, additional readers will be provided on a Time and Materials basis and will
provide an estimate under a separate Statement of Work at that time. Unsupported invoice readers can be developed
and installed by Rivermine on a Time and Materials basis or could be developed as standard supported product should
there be market demand.
Invoice Approval Workflow
Invoice approval workflow enables PacifiCorp to defme a conditional path to route invoices for approval prior to
submission to the financial system for payment. The configuration of invoice approval functionality will be based on
PaciflCorp requirements.
Cost Allocation
Rivermine will configure the cost allocation templates to associate General Ledger (GL) information to the location,
account and/or circuit entities within PacifiCorp installation. PacifiCorp will be responsible for providing the
accounting strings and percentages, where applicable, in an agreed upon format. Rivermine will upload the agreed
upon data for calculating the General Ledger feed during the Inventory Build.
Rivermine will develop the cost allocation algorithm to generate the General Ledger feed to PaciflCorp's Financial
application according to PacifiCorp requirements. The allocation of invoice charges is limited to account, location or
circuit levels. Allocations performed against sub-line item charges (i.e. USOC) are specifically out of scope for this
implementation.
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Rivermine/ Transmits approved invoices for payment and allocation from
Outbound PaciflCorp Batch Rivermine's Financial Management module to PaciflCorp's Financial
AP/GL Financial System System (e.g. invoice #, account #, pay amount, gi string, allocation
amount).
PacifiCorp Transmits payment detail from PacffiCorp's Financial System to
Inbound Financial System! Batch PacifiCorp's Financial Management (e.g. check number, payment
AP Riverniine date, payment amount).
PaciflCorp will utilize Standard Interface file provided by Rivermine
Inbound PaciflCorp HR Transmits employee information from HR application (e.g. employee
HR System! Batch id, managers) to Rivermine) for association to circuits and services.
Rivermine PacifiCorD will utilize Standard Interface file provided by Rivermine
Contract Manager
Contract Manager enables PacifiCorp to enter service provider contract information in order to validate
contracted rates against invoices loaded into the software. Rivermine will enter facility rates and contract header
details into the system for one service provider master contract that PacifiCorp receives electronic billing. If
the master contract contains multiple sub contracts, then the master header information will be entered along with the
rates for one sub contract. PacffiCorp is responsible for validating the contract rates to be entered into the system
prior to Rivermine importing the detail.
Clarity
Rivermine will install and configure the Clarity business intelligence engine during the Project. Rivennine will
install Clarity with 40 standard reports for PacifiCorp. The availability of any standard report is dependent on data
accuracy and completeness stored in PacifiCorp's inventory and/or provided on a carrier's bill.
Rivermine will configure Clarity's ad-hoc reporting capabilities to include PacifiCorp specific data attributes that
were added during the Service Order and Inventory Engine installation. In addition, Rivennine will configure up to 5
new reports based on requirements captured during the Requirement Workshops.
External System Interfaces
Rivermine will develop three external system interfaces with PacifiCorp's Financials application to transmit allocation and
payment information with PacifiCorp systems. The definition of file layouts, transmission methods and transmission
frequencies will be defined during the Requirement Workshops.
Inventory Build
The effort to compile and load inventory is a joint process between Rivermine and PacifiCorp. During the Data Requirement
Workshop, the team will first identify the best sources of billing account, location and inventory data using existing systems,
databases, vendor data, and/or invoices. Once the sources are identified, PacifiCorp is responsible for gathering and compiling
data into Rivermine batch templates. Upon completion, Rivermine will upload the files using the software's batch tools.
Historical orders will not be loaded during this effort and the mapping of circuit-to-circuit and/or circuit-to-equipment
relationships is the responsibility of PacifiCorp after the initial inventory load is complete.
Training
Rivermine will provide several types of training sessions during the Project. The timing and content of the training will be
acceptable to PaciflCorp and structured to enable users to be able to participate in the configuration of their Rivermine
installation and then be able to use it to best effect. This training provides familiarity and specific skills necessary to participate
in the implementation process as well as efficiently use and support the administration of the software upon deployment
Rivermine will conduct training sessions over the course of 4 days to cover the following topics:
• End User: Service Order/Inventory Management Training -
• End User: Financial Management Training
• End User: Clarity Training
• System Administration Training
For each session, Rivermine will conduct training for up to 10 users at one PaciflCorp location.
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Project Schedule
Rivermine suggests deploying core TEM software functionality in one phase estimated to take approximately 3 months as
outlined in the GANTT chart below. Schedule is dependent on PacifiCorp's ability to (1) provide interface requirements in a
timely manner, (2) compile inventory into Rivermine templates and (3) execute User Acceptance Test activities.
Month I Month 2 Month 3 Month 4
A draft work plan will be provided within I week of the project start date. The detailed project plan is subject to modification
during the project with the agreement of both PaciflCorp and Rivermine.
Rivermine Resources
The Rivermine implementation team is staffed with a minimum of 4 Riverniine resources representing a breadth of industry
knowledge and technical skill sets. Additional resources may be added during the project to (1) utilize specific domain or
technical skill set and/or (2) to accelerate a project with more manpower when applicable. The roles and responsibilities are
defined in the table below:
• Acts as Rivermine's single point of contact • Project Management experience
throughout the project managing teams, issues and project
• Develops and manages project plan schedules
Manages project issues and mitigates risk on • Rivermine configuration skills
Project behalf of Rivermine • Process definition skills
Manager • Prepares for and conducts status meetings
• Provides status reports and financial tracking
• Conducts Requirements Workshops
• Participates in and coordinates design,
configuration, development, testing and
deploymentactivities.
• Gathers configuration requirements • Rivermine configuration expert
• Identifies gaps and works with integrated team to • ORACLE database skills
develop resolutions • SQL query skills
• Performs PacifiCorp data loads and migrations • Process definition skills
Consultant including migration of carrier electronic feeds • Data analysis skills
from TEOCO to Rivermine. • Data conversion skills
• Configures and tests software and interfaces per
defined requirements
• Establishes technical environments • Rivermine development expert
System • Customizes software for requirements not • ORACLE database skills
Engineer supported by out-of-the-box features • SQL query skills
• Develops interfaces to Rivermine per • JAVA development skills
requirements • Technical infrastructure skills
Trainer 1 1 • Training and communications
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Riverniine: initial PacifiCorp: Initial IIL.
• Prepares training materials expert
• Facilitates end-user and system admin training • Rivermine configuration expert
sessions • In-depth Telecom Industry and
process knowledge
The Rivermine Project Team will work remotely for the majority of the implementation from their Fairfax Headquarters
location. However, there will be certain times throughout the project life cycle that require some or all of the team to be
present at a PaciflCorp premise.
The project events outlined below illustrate the times when one or more of the project team may be on-site to more
efficiently and effectively complete their tasks. Additional on-site events can be scheduled at PacifiCorp's request.
1)Project Kick-off: Entire Rivermine Team (1 day)
2)Initial Requirement Workshops: Entire Team (1-3 days)
3)UAT Kick-off: Consultant/Engineer Only (1-5 days)
4)Training: Trainer (4 days)
5)Go-Live: Consultant/Engineer Only (1-2 days)
PacifiCorp Resources
The Rivermine implementation should be staffed by PaciflCorp to support the following roles and responsibilities. Lack of
sufficient resources can impact the delivery and schedule of the project.
IZOIC lZesponsi bi l ities
• PacifiCorp's single point of contact throughout the project
Project Manager • Manages project issues and mitigates risk on behalf of PaciflCorp
• Manages PacifiCorp resources per the project plan
• Requires a minimum of 20 hours per week for the duration of the project
• Represents the ordering, provisioning, billing and finance organizations
• Participates in workshops to define configuration requirements
Process SMEs • Requires a minimum of 24 hours/week during Requirements Gathering
and Acceptance Testing activities as outlined in the Project Plan
• Participates in User Acceptance Test activities
• Compiles inventory data from appropriate sources into Rivermine
Data Analysts templates
• Resolve inventory fallout
Riverniine Software • Maintains accounts, groups and users once Rivermine is deployed
Administrator • Maintains dropdown values, reference data and templates once the
Rivermine application is deployed
Project Deliverables
The following deliverables and work products will be produced and included in the fixed implementation fee.
Project
II1!flWuir
Rivermine
aiw.Iflimuii
Rivermine will deliver a fully configured
ONN ner
Rivermine
Acceplancei
PaciflCorp UAT Sign-
Software application that meets PacifiCorp's off
business requirements outlined for Phase 1
in a hosted production environment.
Rivennine MS Rivermine and PaciflCorp to jointly Rivermine PacifiCorp to Sign-off
Project Plan baseline project, Rivermine will deliver
Project Plan containing the tasks, dates, and
resources assigned to the project.
Rivermine System A written document to specify the software Rivermine PacifiCorp to Sign-off
Requirements configuration and interface requirements prior Design Phase
Document
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Rivermine: Initial __________ PacifiCorp: Initial YtP
a a
I Data Migration / I A written document describing the data Rivermine PacifiCorp to Sign-off
Conversion migration and inventory management prior Configuration
Strategy approach. Phase
Rivermine A written document to specify the Rivermine PacifiCorp to Sign-off
Configuration configuration of metadata, triggers and prior Configuration
Design Document other items in the Rivermine application Phase
specific to the requirements.
Interface Design A written document to specify how Rivermine PacifiCorp to Sign-off
Documents Rivermine will interface to PacifiCorp prior Configuration
systems per requirements. Phase
User Manuals (for Rivermine provides documentation for Rivermine Delivered prior to
each module) each module PacifiCorp has purchased. Training
Software Rivermine provides documentation for the Rivermine Delivered prior to
Configuration System Administration capabilities Training
Manual
Training Materials Rivermine will provide standard training Rivermine Delivered at start of
materials for each module which includes training
Lab Exercises. I
Project Assumptions
1.PacifiCorp personnel will remain available through the life of the project to answer questions, even after their tasks
are completed.
2.PaciflCorp will adopt the software enabled processes flows embedded in Rivermine software except as stated in this
Statement of Work.
3.Rivermine is not responsible for defining or re-engineering internal business processes for PacifiCorp.
4.When Rivermine resources are on-site, PacifiCorp will provide an adequate office environment and equipment for
Rivermine's consultant resources, where they can conduct efficient analytical work, and meetings with PacifiCorp
user personnel and/or other Rivermine personnel when on-site.
5.When Rivermine resources are on-site, PacifiCorp will provide ready access to a phone capable of making external
local and long-distance calls for business related to the provision of Services when on-site
Additional Terms and Conditions
Acceptance of Interim Deliverables
PaciflCorp will provide Rivermine with written acceptance or refusal for each Project Deliverable (including the Platform
Services) defined herein, within 10 business days of PacifiCorp's acknowledgement of receipt of that Project Deliverable.
PacifiCorp will issue an acceptance for each Project Deliverable in accordance with this Agreement if the Project Deliverable
materially meets the applicable specifications and criteria for the Project Deliverable. Acceptance shall not be unreasonably
withheld by PacifiCorp. If PacifiCorp rejects any Project Deliverable, Rivermine shall promptly correct any identified defects,
non-conformance or failures in the Project Deliverable and deliver to PacifiCorp a fully corrected version of the Project
deliverable (free of the defects or failures so identified by PacifiCorp), a written description of the corrective action taken to
correct each defect non-conformance or failure. For any Project Deliverable, Rivermine will provide a written certification that
Riverniine has retested the Project deliverable and found the deliverable to be free of all defects and failures, all at Rivermine's
sole expense, within 5 business days of PacifiCorp's notice to Rivermine thereof.
If PacifiCorp identifies any defects, nonconformance or failures in the re-delivered Project Deliverables that have not been
corrected after such efforts of Rivermine, PacifiCorp may, at its option, (1) notify Rivermine of the defects or failures and
Rivermine will thereafter retest the steps above to correct such defects, nonconformance or failures; (2) treat the failure or
nonconformance of Rivermine as a material breach of this Agreement and terminate this Agreement under Article 26, TERM
AND TERMINATION.
Deliverables supplied by Rivermine for the Work performed under this Contract defined in the Statement of Work for which
PaciflCorp's review and acceptance is required, shall be deemed accepted once written acceptance by PacifiCorp has occurred.
All Work and Deliverables will be subject to review and/or testing at the agreed time or times by PacifiCorp, as designated in
the Statement of Work, which shall have the right to reject as unsatisfactory, any Work or Deliverables that do not meet
Acceptance Criteria as agreed.
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Initial __________ PacifiCorp: Initial
S S
Final Acceptance
After notice of completion of all Project Deliverables (including, without limitation, implementation of the Platform Services),
PacifiCorp will provide Rivermine with final written acceptance or refusal of all Project Deliverables and of the Platform
Services, within two (2) days of completion of a complete live production business cycle for the Platform Services. A business
cycle of the Platform Service will consist of successful demonstration of all functionality for the Platform Services during a
monthly business cycle. PaciflCorp will issue a final written acceptance for the Project Deliverables and Platform Services
following completion of the complete live production business cycle if all applicable specifications and criteria for the Project
Deliverables and Platform Services are met during such live production business cycle. Acceptance shall not be unreasonably
withheld by PaciflCorp. If PacifiCorp rejects the Project Deliverables or Platform Services following the completion of the
complete live production business cycle, Rivermine shall promptly correct any identified defects or failures in the Project
Deliverable or Platform Services and deliver to PacifiCorp a fully corrected version of the Project Deliverable or Platform
Services (free of the defects or failures so identified by PacifiCorp), a written description of the corrective action taken to
correct each defect or failure, and a written certification that Riverniine has retested the Project Deliverable or Platform
Services and found the Project Deliverable or Platform Service to be free of all defects and failures, all at Rivermine's sole
expense, within 5 business days of PaciflCorp's notice to Riverntine thereof.
If PacifiCorp identifies any defects or failures in the re-delivered Project Deliverables or Platform Services that have not been
corrected after such efforts of Rivermine, PaciflCorp may, at its option, (1) notify Rivermine of the defects or failures and
Rivermine will thereafter repeat the steps above to correct such defects or failures; (2) treat the failure of Rivermine as a
material breach of this Agreement and terminate this Agreement under Article 25, TERM AND TERMINATION.
PaciflCorp will be turned over to the Rivernune support team 5 business days after the Go-Live date. PacifiCorp will be
supported by the implementation consultant(s) for 5 business days after the Go-Live date.
Neither inspection and/or testing of Work or Deliverables, nor the lack of same, nor acceptance of the Work or Deliverables by
PaciflCorp, nor payment therefore, prior to Final Acceptance by PacifiCorp shall relieve Rivermine from any obligations under
this Contract.
Escalation Path
PacifiCorp and Rivermine will mutually agree to contact escalation paths, up to and including the relevant respective
department Vice Presidents, to be utilized in cases in which either party experiences difficulty in receiving timely or
appropriate responses to regular communications during the course of the implementation.
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Rivermine: Initial PacifiCorp: Initial
. .
Appendix A to Exhibit C Implementation Statement of Work
Implementation Approach Overview
All Rivermine software deployment projects are executed using Rivermine's proprietary implementation methodology which
defines the methods and procedures used to plan for, manage, and execute installations.
I I H
The basis of the methodology states that the software implementation will be executed in five stages: Analysis, Design,
Configuration/Development, Testing, and Deployment. These stages may differ from project to project depending on (1)
PacifiCorp's need for module functionality and, (2) their business requirements which drive the extent of all design and
configuration activities. The highlighted green area, in the diagram above, illustrates a complete lifecycle of a Rivermine
implementation. Depending on PaciflCorp's business objectives and priorities, the five stages can be executed in a cyclical
fashion to deploy functionality, modules and/or data in multiple phases.
To minimize unexpected outcomes and user adoption issues upon deployment, several checkpoints are embedded throughout
the implementation to validate requirements, design and progress with the core project team. These checkpoints are performed
at the conclusion of the Analysis, Design and Testing phases. At these junctures, PacifiCorp must review appropriate
deliverables/progress and provide signoff acknowledging acceptance so the project can proceed to the next stage of the life
cycle.
In addition, up to four work streams occur in parallel with the five implementation stages depending on the needs of the
project. These work streams include: Project Management/Administration, Inventory Build, Training, and Hosting/Technical
Environment Setup. Each work stream brings focused attention to specific on-going activities throughout the duration of the
project.
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Rivemiine: Initial ___ PacifiCorp: Initial 11,
SOFTWARE IMPLEMENTATION
General Software Implementation Overview
For each defined phase of the project, the five Project Lifecycle stages will be executed: Analysis, Design, Configuration!
Development, Testing, and Deployment.
Analysis
Testhi -on
Analysis Stage
During this stage, Rivermine will lead PaciflCorp through requirement workshops designed to gather user preferences for the
configurable components of the software. These workshops focus on discussions regarding order management, inventory
management, financial management, contract management, reporting, data, and interface requirements. At each workshop,
requirements will be gathered, prioritized, documented and delivered in the System Requirements document. Any
requirement that cannot be supported by base Rivermine functionality will be flagged and communicated as a gap. Each gap
will be reviewed during follow-up workshops to determine business impacts. If the impact is substantial, Rivermine and
PacifiCorp will jointly devise short and long term workarounds where feasible. All gaps and workarounds will be highlighted
in the System Requirements document.
At the conclusion of the Analysis phase, Riverntine will conduct an executive review of the final System Requirements
document with PacifiCorp's executive-level steering committee responsible for the success of the project. This review will
ensure proper buy-in into the direction of the project and obtain formal agreement on the requirements through an official sign-
off between PacifiCorp and Rivermine. This checkpoint will authorize the team to move forward with Design once sign-off
occurs.
Design
Once the Analysis phase is complete, the Rivermine team will commence configuration and interface design activities driven
by the agreed upon software requirements.
Configuration design activities will model and document the complex system configurations necessary to implement
Rivermine software for PaciflCorp business needs. These types of configurations cannot be performed using the general
system administration tools provided by the base product and require the use of JAVA code or more advanced configuration
knowledge to implement. For example, the following types of configurations will require, a formal design: developing
order/invoice automated workflows, enhancing invoice reader capabilities, developing new invoice audits/exceptions, and
defining cost allocation/chargeback logic. The Configuration Design deliverable will address technical design specifications
for these complex software configurations through the use of pseudo code, screen shots, and file names where applicable.
This document will be useful for Rivermine PaciflCorp Support and/or PacifiCorp's Rivermine System Administrator for
maintaining the application once deployed.
Interface Design activities will model and document the detailed design of each interface between Rivermine and PacifiCorp's
existing systems. For each interface, the Interface Design deliverable will cover the physical data flow, file types and layouts,
scheduling timeframes, data extraction and/or preparation logic, error handling and interface dependencies. Potentially,
Rivermine could interface with PacifiCorp's existing ordering, inventory management and/or accounts payable applications.
A walkthrough of the design documentation will occur to ensure PaciflCorp expectations and documented system requirements
have been met. This will also allow Rivermine and PacifiCorp to identify any additional gaps that need to be addressed. The
final review will result in another key checkpoint requiring design sign-off. This allows Rivermine and PacifiCorp to proceed
with configuring the solution.
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Rivermine: Initial PacifiCorp: Initial
Configuration/Development 0 0
Upon design sign-off, the Rivermine team will complete configuration activities utilizing the requirements and design
documentation as the basis for development. During this period, Riverniine will conduct a minimum of 1 and a maximum of 3
structured review sessions to confirm that the application is being configured to PaciflCorp expectations and requirements.
These configuration checkpoints will be scheduled at the onset of the project and documented in the project plan.
Testing
Once configuration and data conversion is complete, a series of testing activities will commence. First, Rivermine will conduct
system test and quality assurance activities to ensure the software is operating properly and according to defined PacifiCorp
requirements. Rivermine utilizes generic system test plans that have been developed by the Rivermine Quality Assurance
group for testing purposes. Each test plan is reviewed prior to execution to document any additional test cases that are needed
to address PaciflCorp specific requirements. Any test problems or fallout will be documented and resolved by the team.
After system test is complete, PacifiCorp will execute user acceptance testing. Any issues that result from the test will be
documented and prioritized for resolution. Critical issues that prevent the rollout of the software will receive proper attention
by the Rivermine staff to minimize the risk of deployment delays. If all requirements are met, PacifiCorp sign-off is obtained
to indicate their acceptance of the software as configured by Rivermine. This is a critical checkpoint prior to moving into
production.
Deployment
Upon successful completion of the Testing stage, Rivermine will prepare the production environment to deploy the software to
PacifiCorp's user community with assistance and support from Rivermine. Once data and software configuration are
migrated to the production environment, the software is ready for go-live.
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Rivermine: Initial __________ PacifiCorp: initial
ExJID - CELLector ON-LINE WIRELESS SIE
The CELLector® On-Line Wireless Store's web-based procurement tool will allow authorized users with a log in and password
to order cellular devices and accessories from PacifiCorp's preferred vendors. PacifiCorp's negotiated carrier rates will be
included along with PacifiCorp's selected authorized devices. The tool provides a catalog purchase option along with a
recommendation wizard. A manager approval can be required to execute the transaction.
Rivermine Deliverables:
• Equipment Procurement - on-line, intelligent based procurement solution for standardized equipment / accessories
• Service Procurement - on-line, intelligent based procurement solution for standardized services
• Controlled Selection Process - automated control inputs for both procuring equipment and services
• Management Approval - automated control inputs and workflow for multi managerial approval and order process
• Data flow of order information into the Service Order Management Module.
PacifiCorp Deliverables:
• Copy of wireless carrier contracts
• List of authorized devices, rate plans, accessories that employees can order
• List of wireless carrier contacts or current procurement methods
• List of employees and their Authorized Approvers (in Rivermine required format)
Upon Client request, the List of employees and their approving manager Deliverable data can be loaded by Rivermine provided
they are delivered to Rivermine in Rivermine required format via FTP per instructions to be provided by Rivermine.
Information to be include at a minimum:
o User name
o Device number
o Employee id
o Employee email address
o Approver name
o Approver email address
o Hierarchy location(s)
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Rivennine: Initial 2C PacitiCorp: initial__________
Page 1 of I
thibit E - INVOICE LOADING SERVICE.
Service Scope
The following section details the scope of Invoice Loading Service (collectively, the "Services") to be provided pursuant to this
Statement of Work:
Initial Setup:
PaciflCorp is responsible for making the initial contact with each telecom carrier to redirect invoices. PacifiCorp will provide
the necessary contact information to Rivermine and inform each telecom carrier to work with Rivermine to redirect invoices.
For EDT, Rivermine will require thirty (30) days for the initial setup to allow for telecom carrier redirects, setup and validation
of invoices and associated tasks and for CABS, Riverniine will undertake to conclude the initial set up as soon as commercially
reasonably possible.
Loading Invoices:
Electronic invoices will be loaded with circuit and sub-line item detail when the telecom carrier provides such detail within
their bill format. Any bill format discrepancies will be researched and resolved by Rivermine and the telecom carrier.
Invoice loading services will be provided for the invoices listed in the Invoice Reader Table of Exhibit C.
Ordering Future Electronic Feeds:
After the initial setup and after all appropriate telecom carrier forms needed to perform the Services hereunder are signed,
PacifiCorp will be responsible for contacting telecom carriers to allow Rivermine to arrange electronic formats for new loads
when an electronic format is available.
Missing BAN Management:
Rivermine is responsible for contacting telecom carrier if an invoice is not received. Rivermine will provide PaciflCorp with a
regular status report, listing the BANs that have issues and the statuses of the issues (Report can be executed on demand by
PacifiCorp through the Platform Services).
Reconfiguration of EDI feeds:
Rivermine is responsible for the reconfiguration of feeds caused by changes made by the telecom carrier supplying the feed
provided that the new electronic feed from the carrier is a standard and supported electronic format.
Parallel Process
Parallel process to begin with the first day of the month following Go Live. For example: If Go Live is on September 17th,
Parallel process will begin on October 1. It also assumes that the MRC starts with Parallel process regardless of how long
parallel process lasts.
Rivermine will also only load one month's invoice for each account during implementation. I.e., if Rivermine loads the August
1 invoice during implementation and parallel process starts October 1. There will be no invoices loaded for September.
THE FOLLOWING OFFERINGS ARE NOT INCLUDED IN THE SCOPE OF WORK OF THIS STATEMENT OF
WORK:
Providing VANs:
Rivermine is not responsible for initializing and signing contracts with any Value Added Network ("VAN") if required to
process EDT based invoices, implementing a VAN, or any fees associated with a VAN. If PacifiCorp wishes to provide a VAN
or already use an existing VAN, Rivermine will use the VAN to load the electronic invoices.
Invoice Analysis and Disputes:
Rivermine is not responsible for analyzing invoices and contacting telecom carriers about invoice disputes. PacifiCorp will
analyze, review, and approve all invoices in the system. When there is a dispute on an invoice, PacifiCorp will contact the
telecom carrier to rectify the dispute and when applicable, ensure a credit is received. PacifiCorp acknowledges that it shall be
solely responsible for resolving any disputes regarding any disputed amounts invoiced by PacifiCorp's telecom
carriers/suppliers.
In the event that PaciflCorp is interested in expanding the scope of this service to include the above mentioned offerings, or any
other offering not discussed herein, the parties shall mutually agree to a change by following the procedures outlined in the
Agreement.
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Rivermine: Initial ___________ PacifiCorp: Initial

. I
EXHIBIT F - PacifiCorp Travel Guidelines
To ensure that all your expenses are paid in full, please take a moment to review the detailed expense guidelines below.
• Airfare and lodging -- All travel to be reimbursed should be approved prior to booking.
• Long-term assignment travel: Contract firms should make their own arrangements for air travel, rental car and hotel
stays, but expenses must meet these guidelines. PaciflCorp will reimburse for coach class travel only. Charges in excess
of a coach ticket are the responsibility of the contract firm. Booking flights less than 7 days prior to departure is strongly
discouraged. PaciflCorp will only reimburse for standard hotel rooms and prefers that contractors use hotels where
negotiated discounts are available. For example, PacifiCorp has discounted rates at the following hotels: in Portland the
Lloyd Center DoubleTree. Embassy Suites is available in Salt Lake City.
• A discounted rate is also available with Enterprise for car rentals. You are welcome to utilize PaciflCorp or your own
corporate discounts.
• Short-term assignment travel: While on assignment with PaciflCorp, arrangements for business travel, including air travel
and hotel stays, may be routed through our corporate agency, Murdock Travel, or Rivermine's firm of choice. You can
contact them internally via email at Travel Requests or through your department administrator. All travel will be coach
class.
• While traveling, PacifiCorp will reimburse for reasonable phone calls home and for business related dial-up charges. To
help reduce costs, we require the use of calling cards or pre-paid phone cards, rather than direct calls from hotels.
• Rental cars/ ground transportation: Please use shuttle services provided by local hotels to/from the airport. If you are
working at a single location near PacifiCorp, please select a hotel that is within walking distance to your work location.
contractors are required to provide appropriate automobile insurance coverage at their own expense. PacifiCorp may
require proof of insurance.
• In Portland, effective 11/18/02, many downtown hotels are discontinuing their Airport Shuttle service. This is a result of
the new Airport MAX Light Rail service.
To catch the MAX from the airport: Go to the baggage claim area and take and take a right once
you've gotten off the escalators. Follow the signs to the Airport MAX which is directly outside to
the right. The trains come about every 15 minutes, and from the airport the first one departs at
4:25am and the last one leaves at 1 1:35pm. To get to the Doublelree, take the RED line (which
is the only train at the airport) to the NE 11th Ave./Lloyd Center exit which takes approximately
25 minutes and drops you off directly across the street from the entrance.
There are no train changes needed and the cost is $1.65 each way. Getting to the airport is
the same in reverse; just make sure to catch the RED line.
If you any questions regarding the MAX line contact: Tri-Met directly at [phone]
www.tri-met.org.
• PacifiCorp will reimburse shuttle, cab or mileage expense for one trip to and one trip from the airport (i.e., round trip) to a
maximum of $50, for each business trip. If you park at the airport, PacifiCorp will reimburse for economy parking only.
Receipts for all ground transportation, parking and mileage are required. Mapquest.com is a good source of documentation
for mileage.
• Meals: PacifiCorp will reimburse for breakfast, lunch and dinner for each day of contract work for non-local contractors.
The standard meal reimbursement should not exceed $45 per day. However, this is not a per diem amount that is
automatically paid for each day of work. PacifiCorp will not reimburse for any meals that the contractor (or contracting
agency) purchases for PaciflCorp employees, such as team lunches/dinners.
• PaciflCorp will only reimburse for meal gratuities (ä 15%. All other gratuities not reimbursable (e.g. taxis, porters,
Bellhops, maid service or hotel staff).
• Non-Reimbursable Expenses: The following is a listing, though not all-inclusive, of expenses that will not be
reimbursed:
+ Business Gifts. + Annual Fees for personal Credit Card.
+ Expenses for non-business purposes. + Laundry Service.
+ Fines (parking, traffic violations). 4• Barber and beautician services.
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Rivermine: Initial __________ PacifiCorp: Initial
+ Travel time.
+ General Office Supplies.
+ Personal entertainment or recreation (in-room
movies, health club fees).
+ Expenses incurred by contractor family members.
For example, we will reimburse for a contractor's
meal, but not for a spouse's meal.
+ Expenses for clothing, umbrellas, briefcases, etc.
+ Expenses associated with interim stopovers
(incremental transportation costs, hotel, meals, etc.).
• Personal hygiene products (shampoo razor blades,
toothbrush, etc) *Jess part of lost luggage.
+ Parking for local contractors
•. Expenses more than $25 not supported with a valid
receipt.
+ Alcoholic Beverages.
• Expense report paperwork: Accurate expense reports submitted in a timely manner substantially reduce the invoice
processing time. Reports include a worksheet or listing of each expense, with date, type of expense and amount noted.
You can use a standard form from your PacifiCorp or use one provided by PacifiCorp. Please see the sample entry below
if you are creating your own worksheet.
Date Type of expense Amount Location (i.e. Portland) Receipt included
5/1/05 Hotel room charge only, incl. taxes 108.00 Portland Yes
511105 Meals 27.00 Portland Yes
511105 Phone - .75 Portland No
511105 Shuttle from hotel to airport 1195 Portland No
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Rivermine: Initial 1:i$- PacifiCorp: Initial 11L4'
EXIT G - COST SAVINGS / MANAGED SERIES
This Managed Services Statement of Work ("SOW") shall evidence the Managed Services to be provided hereunder pursuant to
the terms and conditions of the Agreement dated , 2008 ("Agreement") between RIVERMINE SOFTWARE, INC.
("Rivermine") and PacifiCorp, Inc. and its affiliate and subsidiary companies ("PacifiCorp") which terms and conditions are
incorporated herein by this reference. To the extent that any terms and conditions contained in the Agreement are in conflict with
or in addition to the terms and conditions of this Exhibit, the terms and conditions of this Exhibit shall control.
A. The Project
I. Rivermine will provide consulting services to assist PacifiCorp in identifying cost savings and optimization
opportunities (collectively "Cost Savings" as further defined below) by researching existing inventory, reviewing
existing and prior contracts, invoices (current and historical), and "CSR's (Company Service Records if available).
These consulting services collectively are "the Project."
II. For the purposes of this SOW, Cost Savings shall be defined as:
a.Any refund, credit or reimbursement of past charges from January 1, 2007 forward until June 30, 2008; The
parties may by mutual agreement extend the look back to prior to January 1, 2007 in order to capture
additional historical invoices.
b.Any reduction of current or future charges on Company's related to discrepancies on vendor invoices
(collectively "Company Vendors") identified, and obtained by Rivermine on behalf of PacifiCorp;
c.Any savings related to PaciflCorp approved optimizing of the network, discovered and recommended by
Rivermine, and accepted and implemented by PacifiCorp;
d.Items that are identified by Rivermine and approved by PacifiCorp as a reduction of current or future
charges; and
b, c, and d collectively, are defined as Optimization.
e.As otherwise set forth in Section B of this SOW as recommended by Rivermine and approved by PacifiCorp.
III. All identified Cost Savings, are subject to the following characteristics:
a. From Invoices that are ("Eligible Invoices"); Eligible Invoices shall include all qualified invoices from
January 1, 2007 until June 30, 2008 which are eligible for any cost savings recovery either based on Company's
carrier contracts or relevant state law and shall include any invoices provided to Rivermine by Company
hereunder.
B. Cost Savings
Cost Savings shall include the following types of charges and/or inefficiencies, which are offered only to provide Company
with a broad sense of what types of savings will be found during the course of the implementation of the audit:
Removal of lines/circuits from bills that do not belong to Client,
U Identification and recovery of past overcharges;
U Any credits recognized by the Vendors for overcharges;
U Any reduction in recurring charges;
U Cost reduction via conversion of flat and message rate local calling units to metered rates where applicable
U Identification and removal of "special assembly charge" (non tariff special billing arrangements);
U Identifying and subsequent recognition by Vendor or removal from Client bills for calls made from non-client
locations;
U Any unauthorized change in Circuits;
U Removal of directory advertising charges and other ancillary services/charges;
U Circuits being billed that are not in the telecom data base;
U Calling pattern optimization, and identification usage related fraud and or abuse
U Any errors in Client's favor discovered when comparing carrier/vendor invoice to carrier/vendor contract;
U Verification that new circuits are billed at quoted prices per contracts;
Riverview services K, Rev. .7M8 Page 1 of 1
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial ___ PacifiCorp: Initial
C) Removal of unnecessary and extraneous features;
O Removal of inside wiring maintenance;
• Identification of carrier/vendor/billing errors (includes mathematical and rounding errors);
• Verification of correct rates being billed per contracts, tariffs or USOC's;
C) Identification of circuits which have been disconnected yet which are still appearing on carrier/vendor invoices;
O Removal of internet accounts;
U Identification of lines not in database found and audited for use (if it's a client line, then line would go into inventory);
C) Verification that billing does not start before install date;
O Removal of late charges;
C) Removal of third party charges (crams);
U Removal of installation charges (that should be waived via contract);
U Elimination of Corporate Toll Free numbers;
Any of the above described Cost Savings which are part of a monthly fee are considered recurring. Any charges that are not
charged on a monthly basis, regardless of whether they are recovered over various months, are non-recurring.
C. Roles and Responsibilities
I. Rivermine and PaciflCorp will work together to:
a.Kick-off the Project;
b.Finalize a Project plan;
c.Set team expectations; and
d.Define and communicate roles and responsibilities.
II. Rivermine shall be responsible for the following:
a.Audit Services. Rivermine shall use commercially reasonable efforts to audit all past
telecommunications Vendor invoices billed to Client in an effort to realize Cost Savings on behalf
of PacifiCorp.
b.Report Claims to Pacifi Corp. Rivermine will provide PacifiCorp a breakdown of each claim and
necessary documentation supporting the claim so PacifiCorp can determine if he wants to handle the
dispute process.
c.Submit Claims to Vendors. Rivermine will send written Claims to Vendors upon PacflCorp
approval, (including all reasonable and necessary documentation supporting such Claim) to
identify and recover any Cost Savings for PacWCorp.
d.Report on Claim Status. Rivermine will provide Pacfi Corp with a Cost Savings Report beginning
when the first Claim is filed with a Vendor. The Cost Savings Report will be updated with all new
Claims and changes to the status of any Claim within 72 hours.
e.Project Levels and Conditions. Rivermine will staff the Project at the levels and conditions set forth
in the Agreement, Section 3.1.
III. PacifiCorp shall be responsible for the following:
f Reasonable Assistance. Pacorp shall reasonably assist Rivermine with its performance under
this Addendum, including providing Rivennine with (i) a representative sampling of past Vendor
Invoices; (ii) copies of all active and expired telecommunications, Vendor contracts and agreements
(as well as all addendums and/or amendments); and (iii) copies of all requested current and future
Vendor invoices in order for Rivermine to determine the Fees to which it is entitled, and all other
information necessary for Rivermine to perform the Services described herein.
a. Identify Prior Cost Savings Measures. Within ten (10) business days of execution of this SOW,
PacifiCorp shall provide Rivermine with a detailed written listing of all Prior Cost Saving Measures
enacted prior to the date of this Addendum. PaciflCorp understands and agrees that this information
Riverview Services K, Rev. -7.08 Page 2 of 2
Both Parties have caused an individual with the requisite authority to acknowledge this and each pagó of this Contract 'or to execution.
Rivermine: Initial __________ PacitiCorp: initial 11
is necessary to ermine the Cost Savings Rivermine generat n behalf of PacifiCorp. In the
event PacifiCorp does not provide Rivennine with its Prior Cost Savings Measures, then PaciflCorp
agrees that any such Prior Cost Savings Measures shall not be used to offset any Cost Savings
Rivermine generates or negotiates on PacifiCorp's behalf.
b.Authorize Vendor Contact. PacifiCorp shall take all actions reasonably necessary to enable
Rivemiine to contact the Vendors necessary for Rivermine's performance under this SOW.
PacifiCorp shall execute all Letters of Agency required by Rivermine to perform the Services
described herein. PacifiCorp authorizes Rivermine to negotiate claims and disputes on behalf of
PacifiCorp; provided, however, that Rivermine shall not be authorized to bind PacifiCorp to any
agreement without PacifiCoip's prior written consent.
c.Scan all Invoices. PacifiCorp is wholly responsible for scanning all invoices and shall provide full
access to all scanned invoices to Rivermine. Rivermine shall not be responsible for scanning,
copying or mailing any invoices.
N. Project Schedule.
If agreed to by the Parties, a draft work plan will be provided within 1 week of the Project kick-off meeting.
Rivermine and PacifiCorp will create a priority list based upon highest spend and most common errors. The plan is
subject to modification during the Project with the agreement of both PacffiCorp and Rivermine. Not withstanding
the foregoing, the failure to produce a work plan does not waive any of the Parties' obligations hereunder.
D. Term
I.Term.
The term of this Addendum shall be for a period of one (1) year from the date hereof, Either party may, with or
without cause, terminate this Addendum at any time upon thirty (30) days written notice.
II.Service Termination for Breach
Either Party may, at its option, terminate this SOW in the event of a material breach by the other Party. Such
termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or
breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or
breaches within thirty (30) days of receipt of such notice, and this SOW shall terminate in the event that such cure is
not made within such thirty (30)-day period.
III Effect off SOW Termination
Upon termination, no matter the cause, of this SOW, PacifiCorp shall promptly pay to Rivermine all amounts due and
remaining payable for Services provided under this SOW and Rivermine shall remit to PacifiCorp all monies collected
on behalf of PaciflCorp as required under 10.4 of the Agreement, after which, the Parties shall have no further
liability or responsibility.
E. Payment
1. All payments set forth herein are payable within 30 days of receipt of an invoice that meets PacifiCorp's standard
requirements and which is accompanied by appropriate documentation. Any services requested by PaciflCorp
outside the scope of this SOW will be billed as negotiated pursuant to a separate SOW to be agreed and signed by
both parties. For any Optimization Cost Savings, those Cost Savings will be due on the date that they are
accepted by Pacific Corp and shall be payable over the twelve (12) month period that follows in the amount of the
identified Cost Savings. Termination of this SOW or any other SOW shall not relieve Pacific Corp of its
obligations to pay hereunder.
II. On an annual basis, the parties agree to re-evaluate the scope of the services provided hereunder in this SOW to
determine if priorities and/or objectives have changed. New objectives and/or requirements will be reviewed by
Rivermine to determine the overall impact to the project scope as set forth herein above. If changes are required,
Rivermine and PacifiCorp will either amend this SOW in writing reflecting the change in scope and pricing or
terminate this SOW.
F. Guaranty
Rivermine shall identify and deliver $60,000 in Cost Savings within six months of receiving all the documentation
reasonably required to undertake a historical audit ("the Guaranty Term") as set forth hereinabove. In the event that
Rivermine fails to deliver $60,000 in Cost Savings within the "Guaranty Term", then Rivermine Agrees to credit the
difference between the amount of Cost Savings delivered and $60,000 to any unpaid implementation fees first and then
Riverview Services K, Rev. -7-08 Page 3 of 3
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial PacifiCorp: Initial
on any Monthly Recurring Fe wed under the Subscription Agreement.
G. Pricing
I. All Services related to this Project shall be performed at no charge to PaciflCorp. Rivermine shall only be
eligible to receive its contingency fees (30% of approved savings) once $60,000 in Cost Savings has been
achieved.. Thereafter, payments shall be made as follows:
U. PaciflCorp shall pay to Rivermine thirty (30) percent of all PaciflCorp approved Cost Savings achieved
during the Project Term.
ifi. PacifiCorp shall pay to Rivermine thirty (30) percent of approved Cost Savings related to any PacifiCorp
approved optimizing of the network for a period of twelve (12) months following the date that the approved
Optimizations are first actually realized.
W. Payment of future cost savings shall be capped at thirty (30) percent of those approved Cost Savings
identified for the period twelve (12) months following the date the approved Cost Savings are first actually
realized.
Riverview Services K, Rev. -7-08 Page 4 of 4
Both Parties have caused an individual with the requisite authority to acknowledge this and each page of this Contract prior to execution.
Rivermine: Initial __________ PaciflCorp: Initial
FIRST AMENDMENT TO THE PACIFICORP. SERVICE AGREEMENT
This First Amendment to the PacifiCorp Services Agreement dated February 19, 2009, (the
"Agreement") is entered into by and between PACIFICORP ("PacifiCoip") and
Riverinine, Inc. ("Rivermine") and shall be effective on February 19,200 ("Amendment
Effective Date").
The Parties agree as follows:
On or about the 51h day of August, 2008 the Parties executed the Agreement and are now
proposing to amend and restate Exhibit A only as follows:
Exhibit A Services and Fee Schedule:
U Fees and scope:
1.Per Change Order Request #1 - Implement Wireless Store Portal instead of
CELLector. Add and test support eligibility pricing and proxy ordering within
wireless store portal.
Additional one-time fee - $4,000.00
2.Per Change Order Request #2— Create new circuit / service type templates,
configure existing circuit I service type templates per requirements and create
custom audit rule configurations.
Additional one-time fee - $7,200.00
3.Per Change Order Request #3—Install and test AT&T Billing Edge OneNet
Invoice Reader, Configure Century Tel EDI Invoice Reader and Configure Embarq
EDI Invoice Reader. Additional one-time fee - $6,760.00
Monthly Recurring Fee of $360 starting the first month of full go-live production of
these new invoice readers and continuing for the remainder of the Term to cover
Services contemplated in the Change Request Order # 3 attached hereto.
Professionals Services and Managed shall he provided and paid as set forth in the
Change Request Order,
Each Change Order Request is attached hereto.
All other terms of the Agreement except as specifically set forth herein above shall remain
in full force and effect
Agreed and accepted:
PACIFJCORP Riveunine Software, Inc
By ______________________
Print Name: Terry Payne 7 p,
Title: MnDirctr, Enterprisj
Date: 7- t-?_-"0
Rivermine
Change Order Request #1
PaciflCorp has requested that Rivermine implement the Wireless Store Portal instead of CELLector as originally defined in the
Rivermine Professional Services Statement of Work (SOW) effectively signed on 08105/2008. The Wireless Store Portal will be
Implemented with standard functionality except for two additional features requested specifically by PacifiCorp; (1) Support
Eligibility Pricing and, (2) Proxy Ordering.
The new requirements are defined in the table below:
•• *'ts
Build in Support Eligibility Pricing & • Rivermine Engineering to add the Support
Proxy Ordering within Wireless Store Eligibility pricing functionality to the Wireless
Portal Store Portal
• Rivorrnine Engineering to add the proxy 48 $4,000 ordering functionality to the Wireless Store
Portal
• Rivermine Quality Assurance to test that the
new functionality _works as_designed
Project Impact Assessment
All Services related to this Change Request shall be performed on a fixed cost basis for a total of US $4,000, This estimate is
based on the information that Rivermine acquired during meetings and discussions with Customer and Rivermine's experience
in delivering similar requests.
Developing this new report will increase the budget by $4,000 and budgeted hours will increase by 48 hours. $4,000 will be
added on to the original cost estimate stated in the SOW.
T1E.
Revised Budgeted H ours* 434 482
Revised Cost Estimate: $92,200 $96.200
Excludes training which is billed at a daily rate
New objectives, and/or requirements and/or new discoveries identified during this engagement will be reviewed by Rivermine to
determine the impact to the project scope. If changes are required, they will be filtered through to Customer for approval using
the Change Control Process.
976 rAin RIDGE DRIVE
surrc 350 SOUTH
www.rivermine.com FAAX, VIRGINIA 22O3
PH 703.995.6000
FX 703.995.5050
zAll Rvermine
Change Request Sign-Off
The Parties agree to the above terms and have executed this Change Control as of the date(s) set forth below.
PACIFICORP RIVERMINE
By (Signature): 1Slgnature)
Name (Printed): ]eJ'tV pa V14 El Name (Printed): ____________________
Title: Lj L)ltii i,PMSLG Title: C F'
Date: 7 Date:
j/_
i
3975 FAIR RIDGE DRIVE
SUITE 350 SOUTH
www. rivermine .com FAIRFAX, VIRGINIA 22033
PH 703,995.6000
FX 703,905.6060
Rivermine
Change Order Request #2
PaciflCorp has requested that Rivermine configure the base circuit/service templates to reflect new customer specific
requirement. This request is new is currently above and beyond the original scope defined in the Rivermirie Professional
Services Statement of Work (SOW) effectively signed on 08/0512008. The new configuration requirements are broadly Identified
in three categories: (1) Create new circuit/service type templates, (2) Configure existing circuitlservtce type templates per
customer specific requirements, and (3) Create new custom audit rules.
The new requirements are defined in the table below:
• - _______ ______ ____________________
Create new circuit/service type • Rivermine will configure new circuit/service
templates type templates per the requirements defined
in the attached spreadsheet The following
points reflect which new circuit/service types
being configured:
• Analog Trunk • Remote Call Forward
• VG36 MULTI-POINT (more than 2
locations) 12 $2,160 • Internet Circuit (Jnreg
• Geomax Ethernet • Voice Grade Circuit
NMA
Order and
Inventory Templaf
i Configure existing circuit/service type • Rivermine will add new fields to the out of
templates per customer specific box circuit/service types.
requirements o On the TI template for Qwest, default
LPC to QC, Add a checkbox for 0CC
o New fields to be added to the following
Service types (New fields outlined in the
attached spreadsheet):
o DOS
o lnlecnel
o Frame Relay
o POTS, vola Circuit 16 $2,880
o OCx: Cbanpelized
o OCx: Pohl-to-Point
o T1:Channetized
o Ti: Point-to-Poinl
o 13: Cbannulied
o T3: Point-to-Point
o Toll Free
o Long Distance
o Calling Card
o MPLS
o ISDNBRI
aISDNPRI
3975 PAIR RIDGE DRIVE
sijrre xso souTh
www.riverrnino.com FAIRFPX VIRGINIA 23933
PH 7030966000
FX 703995 5060
Rivermine
L Scope
Order and
inventory Temlat
Create custom audit rule Rivermine will create a custom audit rule
configurations (exception) if there are adjustments on an
invoice
Riverimne will create a custom audit rule 12 $2 (exception) II there are late charges on the
summary level of an invoice (LPCs).
PaclfiCorp needs to code these charges toe
I specific cost center
Project Impact Assessment
All Services related to this Change Request shall be performed on a time and materials basis for an estimated total of US
$7,200. Services are estimated and billed on an hourly basis (1801hr). This estimate is based on the information that
Rivermine acquired during meetings and discussions with Customer and Rivermines experience in delivering similar requests.
These new configurations will increase the budget by $7200 and budgeted hours will increase by 40 hours
New objectives, and/or requirements afldlor new discoveries identified during this engagement will be reviewed by Rivermine to
determine the impact to the project scope. It changes are required, they will be fillered through to Customer for approval using
the Change Control Process
Change Request Sign-Oil
The Parties agree to the above terms and have executed this Change Control as of the date(s) set forth below.
PACIFICORP RtVERMINE
By (Stonature) By (Signature):
Name (Printed): _/811L7 Name (Printed): 7
Title: JØ D/t J Title: C
Date: - / 2 O7 - Date: ,/; £/e4
305 FArR Rn3Gc t)eIVE
Syria 3O SOUTH
w,w.-rivermineoom FAIRrAX, VIRGINIA 22033
PH 703.90SAW
FIX 7W 056=
Rivermine
Change Order Request #3
PaciflCorp has requested that Rivermine configure three additional invoice readers above and beyond the invoice readers listed
in the Rivermine Professional Services Statement of Work (SOW) effectively signed on 08(05(2008. Rivermine will install and
test the first supported reader at no charge while the remaining two invoice readers will be provided on a time and material basis.
The three invoice readers identified are: (1) AT&T Biting Edge OneNet, (2) CenturyTel EDI and (3) Embarq EIDI
The new requirements are defined in the table below:
11 R •itE•
Configure AT&T Billing Edge • Rivermine will configure AT&T Billing Edge
OneNet Invoice Reader OneNet Invoice Reader
• Riverinine will test AT&T Billing Edge Included in the
OneNet Invoice Reader 16 Implementation
• Monthly Load invoices from AT&T OnoNet fee
CD
2 Configure Century Tel EDI Invoice • Rivermine will configure Century Tel EDI
Reader Invoice Reader
• One time ED setup foe of $500 16 $3,380*
• Riverrnine will test Century Tel EDI Invoice _____ Reader
3 Configure Embarq EDI Invoice • Rivermine will configure Embarq ED)
Reader Invoice Reader
• One time EDl setup fee of$500 16 $3,380*
• Rivermine will test Embarq EDI In voice
Reader
•riJ U'JUU (W 11UVV cm wv; ui .tup !if&
Project Impact Assessment
All Services related to this Change Request shall be performed on a time and materials basis for an estimated total of US
$6,760, Services are estimated and billed on an hourly basis ($lBOIhr). This estimate is based on the information that
Rivermine acquired.during meetings and discussions with Customer and Rivermines experience in delivering similar requests.
These new configurations will increase the budget by $6,760 and budgeted hours will increase by 32 hours.
[Revised Budgeted Hours* 522 I Revised Cost Estimate: $103400 I $110,160
ExdudestreMing WhIch Is billed at a daily rate
New objectives, and/or requirements and/or new discoveries identified during this engagement will be reviewed by Rivermine to
determine the impact to the project scope. If changes are required, they will be filtered through to Customer for approval using
the Change Control Process.
3975 FAIR RIDOS DRIVF
SUITE 350 SOUTH
www. rivermine. corn FAIRFAX. VIRGINIA 22033
Fl-I 703.995.60OQ
FX 703 9956060
e
Rivermine
Change Request Sign-Off
The Parties agree to the above terms and have executed this Change Control as of the date(s) set forth below.
PACIFICORP RIVERMINE
By (Signature ,: By (Signature)
Name (Printed): 7,.ff/y PaYn Name (Printed):
Title: !Ltq £tC7 jt& Title:
Date: I I Date:
3975 FAIR RIDGE DRIVE
SUITE 350 SOUTH
www. rivernlinecom FAIRFAX VIRGINIA 22033
PH 703.995J3000
FX 703.99560SI3