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Resolution - 2006-R0199 - Utility Software System And Implementation Agreement - GE Energy - 04/26/2006 (2)
Resolution No. 2006-RO199 April 26, 2006 Item No. 5.21 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Utility Software System and Implementation Agreement with GE Energy to provide for the purchase of a utility software and implementation, which is attached hereto and which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 26th day of April '2006. ATTEST: Garza, City APPROVED AS TO CONTENT: Thomas Adams Assistant City Manager APPROVED AS TO FORM: Matthew L-Wade Assistant City Attorney ml/ecdocs/G EContract. res April 7, 2006 CONTRACT NO� 68 A 0 • �� Section 1: Price How well does cost balance with added value? GE Energy, Network Reliability Products and Services (GE Energy) is pleased to present a comprehensive business solution to the City of Lubbock (the City) using our suite of robust products and a seasoned implementation team to integrate this new business process into the environment at the City. We are delivering superior value to the City with this integrated, single - vendor solution. The added value that GE Energy brings to the City are highlighted as follows: • Single point of contact for Lubbock —GE Energy offers lower overhead associated with managing the project and resolving project issues. • Competitive Pricing --GE Energy's pricing does not put pressure on other vendors, which can introduce potential conflicts and problems. • An Integrated Solution ---GE Energy's solution allows for simpler solution testing and issue resolution. • Low Risk —GE Energy's solution is a product suite offering with several, optional components that work together. A majority of the application integration is based upon utilizing the Smallworld GIS architecture as a foundation. • Successful Track Record —GE Energy has helped numerous utilities switch from other vendor's package to GE Energy's Smallworld-based solutions. * * * In fact, the gas distribution utility serving the City is in the process of switching from a system similar to the current City Utilities GIS to GE Energy's Smallworld GIS. • Flexible Applications and Skill-Set"E Energy's solutions are designed to work with other applications to support system integration and address specific customer needs. • High Level of Stability and Commitment to Success —GE Energy is committed to the long-term success of solutions for the utility industry. Investment in the continuous product improvement and evolution of product offerings is greater than $30 million for the coming year alone. • Focus on Performance and Integrity- GE Energy stands behind the performance of our solutions and if we say we will do it, you can count on us to do it! Software Pricing The cost for the GE Energy's Smallworld software described in this proposal is $324,585 and its corresponding standard annual maintenance and support (M&S) is $69,279. The first annual maintenance and support payment will be due on 15months after products and services have been delivered. A detailed description of these costs follows. GE Energy agrees if the City needs additional licenses, software pricing will remain under current contract pricing for a minimum of GE Energy Proposal 1-1 12 months after software delivery. Smallworld SoftwareWWZA GIS-CORE Smallworld Core Developer A 1 $4,600 $828 GIS-SA Smallworld Core System Access A 1 $6,600 $1,188 DMG-C Smallworld Design Manager w/Layout Tools and GIS Commit A 11 $90,000 $19,800 IAS-PU Smallworld Internet Application Server A 50 $15,000 $2,700 PO-BSE PowerOn (Includes PowerOn Information Center to support 75K meters.) A 1 $82,105 $15,631 ZNA-CSE Cornerstone Electric (Data Model) C 1 0 0 ZNA-CSL Cornerstone Land (Data Model) C 1 0 0 -- Cornerstone Water (Data Model) C 1 0 0 -- Cornerstone Water Application: Valve Isolation B 1 $35,000 $6,400 FIS-1 Smallworld Field Information System A 35 $21,000 $3,780 SOM-DGN Smallworld SOM — Microstation DGN A 1 $240 $44 VDBG-ORCL Smallworld Core Oracle Direct Interface A 1 $440 $80 Sub -Total $254,985 $50,451 Smallworld Field Force Automation Product -- Smallworld Field Force Automation A 50 $40,000 $13,500 -- Oracle CPU Licenses A 2 $20,000 3,600 -- WebSphere CPUs A 4 $9,600 $1,728 Total $324,585' $69,279 'Updated pricing reflects the following: • FFA licenses are reduced by $35,000, and this amount is transferred to services pricing to pay for GPS vehicle tracking. • Removed the $24,375 charge for MapQuest license since GIS Landbase will be used instead—$40,000 is added to the cost for services for the development of the FFA to the Smallworld Landbase interface: the total price added to the services cost ($24,375 + $40,000) equals $64,375. • The original price submitted to Lubbock for the development of the FFA to the Smallworld landbase interface was $96,282—and $20,000 is deducted from the price of the Smallworld Design Manager w/Layout Tools and GIS Commit and added to the services cost to offset a portion of the price difference. This does not change the project's overall cost. Services Pricing The cost to perform the work in this proposal is $1,436,136. 1-2 City of Lubbock Travel and Living Expenses All travel and living expenses incurred by GE Energy in order to complete the tasks identified in this proposal shall be billed to the City as incurred; and at cost — with an estimated not to exceed budget of $135,000. Mutually agreed upon in contract negotiations meeting. Terms and Conditions The performance of any work hereunder, including the sale/license of any products and services, shall be expressly conditioned upon and subject to the parties reaching a mutual written agreement on the terms and conditions to the work. GE Energy shall have no obligation hereunder unless and until such terms and conditions are specifically agreed to in writing by GE Energy. Payment terms shall be Net 30 days from receipt of invoice. Please refer to the attached standard agreements: • FORM ES 104 (REV2): Terms and Conditions for Sale and Lease of Products and Services • Terms and Conditions for Support Services (Support Terms) 031006 • Attachment: Customer Service Global Guide to Support Services Smallworld Software • License Addendum and Exhibit 031006 Insurance Please see the attached sample certificate. GE Energy Proposal 1-3 Signature Page In Witness whereof, each party has affixed signature hereto by a duly authorized representative; Customer's signature indicates acceptance of the Scope of Work and the terms and conditions herein. The parties acknowledge that they have read, understood, and agreed.to the terms herein. Revisions to this document must be approved and incorporated through the change control process. GE Energy nagement Servi es, Inc. ' 117 ) BY Linda Bischoff, Actinllskader 2000 S_ Colorado Blvd., Suite 2-1100 Denver, CO 80222 Address APPROVED AS TO CONTENT: 69-,"' JtZ4, cam. Dale Stephens Electric Distribution Superintendent APPROVED AS TO CONTENT: T��5t2f�� Sherry Stephens Chief Operating Officer Water Utilities LUBBOCK POWER & LIGHT (OWNER) X �, I Collier Chairman Electric Utility Board ATTEST: R ecca Garza City Secretary APPROVED AS TO CONTENT: Ma4k Ye o0 Dir ctor Information Services 1-4 City of Lubbock GE Confidential and Proprietary - Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Table of Contents Introduction........................................................................................................................... 3 Scopeof Work Description.................................................................................................. 4 Phase 1 - Project Initiation, Requirements Analysis and Preliminary Design ..................4 Task: Phase Planning................................................................................................ 4 Task: Project Initiation and Planning...........................................................................4 Task: City of Lubbock Project Team Orientation Training ........................................... 5 Phase2 -Design............................................................................................................... 6 Task: Data Model Workshop.......................................................................................6 Task: GIS and SIAS Configuration Workshop............................................................ 7 Task: Define GIS Interfaces........................................................................................ 7 Task: Design Manager Configuration Workshop........................................................ 8 Task: PowerOn Configuration Workshop Part 1 - Product Demonstration/Business ProcessAnalysis......................................................................................................... 8 Task: PowerOn Configuration Workshop Part 2 - Defining PowerOn Configurations and PowerOn Interfaces.................................................................................................... 9 Task: System Architecture Workshop.......................................................................10 Task: Viryanet MWFM Configuration Workshop ................................. :..................... 10 Phase3 - Development..................................................................................................12 Task: Phase Planning..............................................................................................12 Task: Establish Project Infrastructure.......................................................................12 Task: Development Preparation................................................................................12 Task: Data Model Development................................................................................13 Task: Core GIS and SIAS Configuration...................................................................13 Task: GIS Style Functional Unit................................................................................14 Task: GIS Plotting Functional Unit Development......................................................14 Task: GIS Interfaces Functional Unit Development..................................................14 Task: PowerOn to CIS Interface Functional Unit Development................................15 Task: PowerOn GIS integration Development..........................................................15 Task: PowerOn Configuration Development.............................................................16 Task: PowerOn Interface Functional Unit Development...........................................16 Task: PowerOn Archive Implementation...................................................................17 Task: PowerOn Management Reporting...................................................................17 Task: Design Manager Software Configuration Functional Unit Development .........17 Task: Compatible Unit "CU" Conversion...................................................................18 Task: Compatible Unit "CU" to Design Layout Tool Association...............................19 Task: Viryanet MWFM Configuration and Customization Functional Unit Development ..................................................................................................................................19 Phase4 - Testing........................................................................................................... 21 Task: Phase Planning..............................................................................................21 Task: Testing Preparation (all applications)..............................................................21 Task: Develop Test Data (all applications)................................................................ 21 Task: System Testing (all applications)..................................................................... 22 GE Energy Proposal Scope of Work Page - 1 Task: System Integration Testing (all applications)...................................................23 Task: Application and Interface Acceptance Testing (all applications) ..................... 23 Task: System Administration, Performance, and Scalability Testing (all applications)24 Task: Regression Testing (all applications).............................................................. 24 Phase 5 — Deployment (all applications)........................................................................ 26 Task: Deployment Phase Planning..........................................................................26 Task: Training (all applications)................................................................................ 27 Task: Production Deployment (all applications)........................................................ 27 Task: System Cutover (all applications)....................................................................27 Phase 6— Production Support (all applications).............................................................. 28 Project Management (all applications) Task: Project Management .......................... 28 DataMigration..................................................................................................................... 29 Task — Data Migration Workshop.............................................................................. 30 Task — Data Model Review....................................................................................... 31 Task - Create Data Migration Matrix......................................................................... 32 Task — Develop Translation System Architecture..................................................... 33 Task - Development of Translator............................................................................. 34 Task - Translator Testing Cycles — Prototype and Pilot Phases ............................. 35 Task - Production Preparation - Throughput Testing and Release of Production TranslationTools.......................................................................................................36 Task - Production Data Conversion, and Rollout ...................................................... 36 ProjectAssumptions.......................................................................................................... 38 City of Lubbock Responsibilities......................................................................................42 AcceptanceCriteria............................................................................................................43 FinalAcceptance............................................................................................................. 46 ChangeOrder Criteria.....................................................................................................47 SignaturePage....................................................................................................................48 Appendix 1: Change Control Process.............................................................................. 48 ProcessDescription........................................................................................................ 49 Page-2 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Introduction GE Energy is pleased to present this Scope of Work for the implementation of the Smallworld suite of products to deliver a complete set of software tools to manage the City of Lubbock's (the City's) electric and water asset management business processes. It is our intent to deliver robust out -of -the -box technology to the City. This document constitutes a Scope of Work in response to a request for Implementation Services for the City. All Services to be provided hereunder shall be performed by GE Energy in accordance with the terms and conditions of a Services Agreement to be signed by GE Energy Management Services, Inc., ("GE Energy"), and the City of Lubbock prior to the commencement of the tasks described in this Scope of Work (the "Services Agreement"). Further, the City and GE Energy acknowledge and agree that no Services shall be provided hereunder unless and until the City and GE Energy execute a mutually acceptable license agreement for certain GE Energy software necessary for the performance of the Services hereunder. The remainder of this document describes groups of tasks that will be performed under this Scope of Work. For each task, we have provided a description, a list of project assumptions, a list of deliverables and the City's responsibilities. GE Energy Proposal Scope of Work Page-3 Scope of Work Description Phase 1 — Project Initiation, Requirements Analysis and Preliminary Design Phase 1 is comprised of project planning, project initiation, and team orientation training for the City of Lubbock (the City). Collectively, these Phase 1 deliverables ensure that key project issues are addressed and that project artifacts are completed and agreed to before starting subsequent phases of the project. Task: Phase Planning Each phase of the project begins with a Phase Planning session during which the respective project managers discuss and plan the activities for the upcoming phase. Deliverables • Phase planning session meeting minutes. Task: Project Initiation and Planning It is understood that the City needs certain project plans and supporting materials completed and agreed to by both parties prior to completion of contract negotiations. Project planning meetings and/or conference calls will be arranged to support these activities. These will include detailed sessions for the project management and technical staff members to begin work on specific tasks. The technical staff will continue planning for overall strategy, the target environment architecture, and possible interface needs. The project management staff will continue to refine the scope, schedule, costs and risk management for the project as needed. GE Energy will work with the City's Project Manager to finalize the work plan for the project. GE Energy will finalize a project schedule. Prior to completion of the contract negotiation, GE Energy will develop a draft Project Development Plan (PDP). The PDP will detail the project structure, strategies and supporting processes such as change control and risk management. The project managers will review the draft PDP, modifications will be made to the document as -needed, and it will be finalized and signed off by both the City and GE Energy project managers prior to signing of the contract, with the end result being an agreed upon document that provides the structure for the efficient and effective management of the project. Deliverables • Project planning meetings • Finalized Project Development Plan Page-4 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy • Finalized Project Work Breakdown Structure • Finalized Statement of Work Document Task: City of Lubbock Project Team Orientation Training Prior to the start of requirements analysis, orientation training will be conducted for City personnel. Training materials will be printed and shipped to the City's location and a training environment will be prepared for all City staff members who require initial training to participate in Phase 1 or 2 activities. For involvement in the design workshops, the Project team members will attend the following initial training classes as appropriate: • Smallworld Foundation Training (3 days) • Overview of applications (2 days) Ultimately, for support of the project and ongoing support of the applications once in production, the City Project team members serving as application or IT support for GIS, Design Manager, and PowerOn will attend the following training classes: • Smallworld GIS Magik Development • Smallworld GIS Application Development • Smallworld System Administration • Smallworld Database Administration • Smallworld SIAS • Smallworld Design Manager A training plan will be developed for these classes. For the purpose of this estimate, one on -site training session for each class above has been included in scope. Deliverables • See orientation classes listed above • A Training Plan production support GE Energy Proposal Scope of Work Page-5 Phase 2 —Design Phase 2 is comprised of a number of workshops that address the specific objectives, scope and requirements for different aspects of the project. The deliverable for each workshop is a document that captures requirements specific to that workshop. Collectively, these Phase 2 deliverables ensure that key project issues are addressed and that project artifacts are completed and agreed to before starting subsequent phases of the project. Prior to each design workshop, an agenda along with a questionnaire to assist with data gathering and other preparation by City personnel will be sent to those scheduled to attend. Preparatory materials for application specific design workshops will include proposed "to -be" process maps based upon GE Energy experience implementing these applications. During the first day of each application specific design workshop, a complete demonstration of the application will be provided by GE Energy personnel for orientation of City personnel. Task: Data Model Workshop One Data Model Workshop will be facilitated for the City. This will cover Land, Electric, Water and some solid waste -related facilities and data objects. The Data Model Workshop provides an opportunity for attendees to define the application and architecture as it pertains to the data model mapping and conversion. The data conversion strategy is defined and all data sources are reviewed in detail to perform a data mapping and identify any data model customizations that may be required to accommodate the data to be converted. The primary intent of the data model workshop is to review the Cornerstone data models and understand the conceptual design for the data model. The team will identify and review data sources and data targets, review/define mapping standards, and perform a data model gap analysis during this workshop. This gap analysis will include the analysis of: • Objects and Attributes • Relationships • Manifolds • Behavior • Business Rules • Grouping/Ordering • Visibilities • Symbology • Geometries Page-6 City of Lubbock 01 GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy • Reporting • Interfaces The data model workshop will produce a data model document that describes the data model and data sources, as well as a Smallworld CASE data model repository. Deliverables • Data Model Workshop facilitated by GE • Workshop Notes/Action Items • Data Model Document Task: GIS and SIAS Configuration Workshop This session will determine the design details for the City's GIS implementation. Focus will be on configuration needs of the out -of -the -box elements including network follower, plotting modules, spatial object managers, bulk editing, and data search, editing, and query. For this initial rollout, it is anticipated that custom functionality will be limited to: • Business Rules level QA/QC checks • QA/QC user requirements • Tracing Deliverables • Core Application Design Session. • Core GIS and SIAS Configuration Document. Task: Define GIS Interfaces This workshop will include design of interfaces from the GIS to the City's systems. Focus will be on specifying portions of the interface for which the City will be responsible for developing to assist resource planning and to specify the portion for Smallworld. The scope of the interfaces will include and are limited to: • JD Edwards asset management • File output format for use by City analysis systems such as CAPE, CASCADE, and H2O Net. GE Energy Proposal Scope of Work Page-7 Deliverables • GIS Interface Design Document Task: Design Manager Configuration Workshop The objective of this task is to develop a Design Manager Configuration Design Document, that defines all the configurations, customizations, and interfaces needed to implement Design Manager to meet City -specific requirements. This is accomplished by conducting a design workshop where City functional requirements, company standards, business processes, and IT system requirements are reviewed. Process maps, use case descriptions, and construction sketch samples will be utilized to facilitate good communication as necessary. Design decision reasoning and the associated results will be documented in detail so that successful development and effective testing will follow. Deliverables • Design Workshop: Configuration of Design Manager • Finalized Design Specification Document for Design Manager Implementation Task: PowerOn Configuration Workshop Part 1 - Product Demonstration/Business Process Analysis The PowerOn configuration workshop is central to GE Energy's approach for PowerOn implementations, and focuses on translating the functional system requirements into detailed application functional units and technical specifications. The first step of the configuration workshop is an in-depth demonstration of the PowerOn product to City Electric Dispatch and Electric Operations Subject Matter Experts (SMEs). A sample data model is used to walk through a basic, yet operational PowerOn application with the client. The intent of the demonstration is to prepare the SMEs to make the necessary configuration decisions based on an understanding of the PowerOn functionality and their company's requirements. The demonstration system is then left with the City for the first two phases of the project to support organized, self-taught orientation to the PowerOn product for the client's end users. GE Energy will then compare the City's current work processes associated with electric distribution trouble response and outage management with functionality contained within the PowerOn product, and recommend solutions for how the PowerOn product would be utilized. A PowerOn functional unit list will be provided that details the functional capabilities of the product. This list will be fmalized as a part of the discussion. Further into the project this functional unit list will be employed to guide system and acceptance testing. Page-8 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Finally, GE Energy will cover options for configuration decisions that the City will need to make. This will include descriptions of how other utilities using PowerOn have configured their systems and the associated advantages/disadvantages. This includes trouble call types, which devices are switchable/predictable, the use of management areas, etc. Deliverables • PowerOn Configuration Workshop preparation questionnaire (will be sent to the City prior to the workshop) PowerOn Configuration Workshop agenda • City -specific PowerOn functional unit list Task: PowerOn Configuration Workshop Part 2 - Defining PowerOn Configurations and PowerOn Interfaces During the break in activities of the PowerOn configuration workshop, GE Energy will review the City's GIS datamodel and data to identify potential issues. There are minimum data requirements identified for the PowerOn data model, as well as other data elements that would be desirable and supplemental. This effort will identify any potential problems with the GIS datamodel in building PowerOn networks. The findings will be presented during this and other design workshops to facilitate discussions regarding any required datamodel changes. The second step of the PowerOn configuration workshop, adhering to a pre-existing agenda, covers the functional areas of the system and any interface requirements. Minutes from the workshops are used during the design stage to produce a design document, which is signed off by the City. This task documents the detailed scope of the project and the approach to be taken for each of the ensuing development tasks. This workshop will also include design of PowerOn interfaces. These tasks will determine the design details for the interfaces between PowerOn and the City's current systems. Focus will be on specifying portions of the interfaces for which the City will be responsible for developing to assist resource planning. The current systems to be interfaced with include and are limited to: • Banner CIS • City SCADA system Deliverables • PowerOn Configuration Workshop Notes • PowerOn Configuration Design Document covering: - PowerOn configurations GE Energy Proposal Scope of Work Page-9 - PowerOn interfaces • Results of data model and data quality review Task: System Architecture Workshop The System Architecture Workshop allows GE Energy and the City to establish plans for production as well as development and test environments for use during the implementation. This includes assessment of existing systems, recommendations for new or upgraded hardware, and network evaluation. This review covers database and application servers as well as client systems. During the System Architecture Workshop attendees will discuss and identify systems, database, audit, management and availability requirements, reporting technology, and interfacing needs. Business volume requirements will be gathered. The system availability strategy will be developed. Also, the following aspects of the system architecture will be designed: • Application security architecture • Application functional architecture • Logical application and database architecture • Physical database architecture • Hardware and network architecture • Production support infrastructure • Development and test systems architecture • Development and test application architecture Deliverables • Workshop Notes/Action Items • Technical Architecture Definition Document Task: Viryanet MWFM Configuration Workshop The goal of the Viryanet Mobile Workforce Management ("MWFM") configuration workshop is to discuss and document configuration items. A configuration questionnaire will be sent out ahead of time to address the data set-up to configure ViryaNet so that it addresses the City's business processes. This task covers workshop preparation, the workshop itself, and follow on work to complete the documentation. It will take up to three weeks to gather the requirements for the Viryanet configuration, MCP Configuration, and the Interfaces to Banner. Page-10 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Deliverables • Notes from the workshop (including action items) • Resolution of action items • Viryanet MWFM Application Configuration and Customization Design Document GE Energy Proposal Scope of Work Page-11 Phase 3 — Development The Development Phase provides for the configuration and implementation of the system based on the system design established in the Design phase. During this phase, requirements are cross- referenced to appropriate functionality. All developed functionality is unit tested to prepare it for handoff to the testing phase. This phase includes implementation of core GIS and application functions. Task: Phase Planning Each phase of the project begins with a Phase Planning session during which the respective project managers discuss and plan the activities for the upcoming phase. Deliverables • Phase planning session meeting minutes Task: Establish Project Infrastructure In order to execute the project, a set of tools and systems needs to be configured. This includes the application development environment as well as project management tools and capabilities. This task includes the definition of what development environments will be required, assembly of all data and applications required to implement them, and creation and release of these environments for use by the entire project team. Project tools, such as issues tracking and change control tools will also be implemented, appropriate access established for members of the project team, documentation released to all team members, and appropriate systems administration functions started. Deliverables • Established issues management system • Source code control environment • Project development environments ready for use • Project infrastructure document Task: Development Preparation This task is for GE Energy to prepare the development environment at their location and to discuss and plan the interim release cycles and code drops that will be delivered with the City. Page-12 City of Lubbock GE Confidential and Proprietary — f l Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Deliverables • Development environment at GE Energy location Task: Data Model Development This task comprises the design, implementation and unit testing of data model extensions required to implement functional unit customizations. This task also implements the basic object behavior for insert, update and delete. Implement GIS Data Model • Implement objects: This task will include configuration of the Cornerstone E, L and Water and data models. The base models will be installed, then development work will model the objects (behavior and structure) as outlined during the data modeling sessions. • Set Up "Default" ACE and Magnification: This task includes the implementation of the GE Energy styles and ACE configuration for each object in the GIS. This includes configuration of scale dependent visibility. • Annotation/Symbols: This task includes creation of annotation and symbol geometries for each object. One geometry will be created for each object. The City is responsible for creation of magnification or alternative geometries based on display scale. • Deliver Data Model First Revision: The first revision of the GIS data model will be installed at the City. Deliverables • Complete data model Task: Core GIS and SIAS Configuration This task includes implementation of object VHS configuration (Visibility, Hit -ability, Select - ability), application menus, docks or tabs, and toolbar layouts and content of functionality. + This task also involves the design, implementation and test of SIAS configuration and SIAS server configuration and required Plug -Ins, as discussed and defined during the GIS & SIAS Configuration Workshop. GE Energy will complete a single pass initial configuration for VHS on all system objects as well as knowledge transfer to the customer for further adjustments and changes to meet user needs. A single pass will be completed in a workshop format. A GE representative will sit with the Lubbock end user representative and set the initial visibility, select -ability and hit -ability settings for all editable or viewable objects. The GE representative will demonstrate this configuration tool to the LPL personnel in the event that LPL wishes to modify this configuration in the future. GE Energy Proposal Scope of Work Page-13 Deliverables • Fully configured core components, includes the ACE datastore and XML configuration files as appropriate for all components. • A knowledge transfer session with the customer to transition ownership of the system configuration. • Configured Spatial Intelligence environment • Plug -Ins created • Configured Network Integrity Toolkit. Task: GIS Style Functional Unit This task consists of the design, configuration, testing, summarizing and code review of all required style system changes. Any data model changes required for style mappings is also performed during this task. City personnel will be trained in use the Smallworld Core Spatial TechnologyTM style system. City personnel will be responsible for style creation, manipulation, adjustment, and testing Deliverables • Sample set of facility styles Task: GIS Plotting Functional Unit Development This task involves the design, implementation and test of plotting styles & templates. Plotting styles support monochrome or color plotting to meet construction sketch or other plotting requirements independently from what is seen on the workstation. Plotting templates allow use of standard plot sizes, borders, company logos, etc. City personnel will be trained in use the Smallworld Core Spatial TechnologyTM style system. City personnel will create, manipulate, adjust and test desired plotting style settings. Deliverables • Sample set of facility plotting styles Task: GIS Interfaces Functional Unit Development This task involves the development and unit testing of the JD Edwards interface to the Smallworld GIS. In addition, GE Energy will develop an output file for use by CASCADE, H2Onet, or CAPE applications. This will follow the City -approved design document produced during the GIS Interface Design Workshop. Page-14 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Deliverables • Coded and Unit Tested GIS Interface and file output Task: PowerOn to CIS Interface Functional Unit Development This task involves the development and unit testing of a PowerOn interface to the existing City Banner CIS and SCADA. This will follow the City -approved design document produced during the Configuration Design Workshop. Deliverables • Coded and Unit Tested GIS to Banner CIS Interface • Coded and Unit Tested SCADA interface. Task: PowerOn GIS Integration Development Using a pilot copy of the customer's data, the network model update development is completed and tested. Client development environment available is a task to allow for delivery of a preliminary version of the PowerOn GIS integration for verification of the customer's database. Once this environment is available, the client site pilot installation is completed. PowerOn is truly integrated with Smallworld Core Spatial TechnologyTM, providing functionality for all aspects of outage management while supporting access to all GIS functionality within a single Smallworld image. GE Energy will configure and customize a production system that conforms with the specifications in the City's PowerOn Design Specification. Included in this effort is GE Energy development of the PowerOn glue code for the City's electric data model. Glue Code Core PowerOn development is the process of building the custom City PowerOn system. PowerOn must be configured to work with the City's implementation of Smallworld Core Spatial TechnologyTM. The relevant components of the City's data model must be configured to implement specific methods if they are to be recognized by PowerOn. Network Build Initial population of PowerOn network model can begin once the glue is defined and the dispatch areas have been created. During the process as -built GIS networks are traced. The Network Model Builder uses the hierarchy determined in the GIS process to decide which build points to process. Each build point is processed separately to minimize any build error to a specific build point hierarchy rather than to the entire circuit. GE Energy Proposal Scope of Work Page-15 GIS Synchronization This process manages incremental updates in the GIS in synchronization with the PowerOn network model. It is usually run nightly, but can be configured to run at any interval. During the GIS Synchronization process, each changed object is examined to determine what the change means to the affected circuits. Based on the change, an appropriate circuit data point is located and a build point object is inserted. This build point object contains information on where and what type of build should take place, as well as the status of that build. These build point objects remain until the PowerOn data is repaired and replaced, either by this build point or by one further upstream on the same circuit. GIS Synchronization handle inserts, updates, and deletes: • New in -line devices, conductors • New circuitry at end of existing • Permanent switch changes • Abandoned/Removed devices, conductors Task: PowerOn Configuration Development GE Energy will configure and the PowerOn product in conformance to the specifications in the City's PowerOn Configuration Design document. Base and client configurations are made in Oracle and the GIS database to set up the meta -data required for PowerOn. In addition, the following areas are addressed in this task: • ACEs • Styles • Toolbars • Enumerated Values. Deliverables • Configured PowerOn System. • Configured Web -based Call Taking Application Task: PowerOn Interface Functional Unit Development This task involves the development and unit testing of PowerOn interfaces to existing City systems as outlined in the City's RFP. This will follow the City's approved design document produced during the PowerOn Configuration Workshop. Page-16 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Deliverables • PowerOn Customer Tables with City Customer Data • Assistance in setting up a periodic update process from City Banner CIS to the PowerOn Customer Tables • Configuration of the SCADA to PowerOn Interface Task: PowerOn Archive Implementation The PowerOn Archiver provides the means to move information that is no longer required in the operational PowerOn database, to a long-term storage location. It is written in a generic way to allow customized implementations to archive data to site -specific repositories. The default implementation archives data into separate tables in Oracle. When the default archival process runs, it searches the PowerOn database for specific objects that can be archived. In the default implementation, the major objects of interest are: Projects, requests, orders, tasks, tags, restorations, clearances, assurances, trouble calls. PowerOn maintains a rich archive of outage information, including what customers were out and for how long. This information is readily accessible using report writers against PowerOn Oracle archive tables. Deliverables • Implementation of PowerOn Archiver Task: PowerOn Management Reporting The objective of this task is to modify existing custom outage reports to work with the City's unique service territory breakdown. These exist as customized reports that are not a part of the base PowerOn product, but rather web -technology and SQL based reports that were developed as a part of previous projects. Deliverables • Outage summary report • Outage statistics report • Order history report Task: Design Manager Software Configuration Functional Unit Development The objective of these tasks is to develop a Design Manager solution that meets City's requirements through product configuration, customization, and interfacing. GE Energy Proposal Scope of Work Page-17 GE Energy will configure a production system that conforms to the specifications in the Design Specification Document. Sub -development activities include: Configurations • Design Manager glue code for the City's electric,and waterata model and other base configurations • Construction life cycle state model • User interface • ACEs, styles, and toolbars • Simple (single object, single task) Design Layout Tools • Import of CU database and CU-to-Object associations • Basic cost modifiers • Output, including permits, easement requests, property requests, joint work agreements, plot templates, multi -page plots, notes, and attachments Deliverables • Three Design Manager state models will be configured for the City to cover standard electric facility extensions/modifications, data maintenance/emergency repair updates, and white space designs (those performed for other entities in areas where current GIS data does not exist). • One design layout tool (wizard) will be configured for each electric object within the City's GIS data model. • Standard design layout tools that apply to all electric objects will be configured. Examples of these include: remove facility, move text, etc. • Standard NIT tools for electric distribution to provide data quality control will be implemented within the state models provided to the City. • Design Manager will be implemented only with integration to the GIS. There will be no interfaces to work management or other systems included. Task: Compatible Unit "CU" Conversion The objective of this task is to move a copy of the appropriate compatible units used at the City for construction estimating to the Design Manager environment. Once the compatible units and their associated data are moved into Design Manager, they can be associated with the GIS objects. As designs are built in Design Manager, the Design Summary Screen can be brought up to show initial construction cost estimates. This involves defining the structure of how compatible units Page-18 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy are stored within the City's compatible unit database, developing a method to assemble only the desired compatible units in a format that is acceptable to Design Manager, importing those compatible units into Design Manager, and determining what attributes of the compatible units will be used to associate them with the correct Design Manager Layout Tools. The actual processing of this data follows along with validation that the conversion was completed successfully and accurately. Validation messages will be stored for review by City IT personnel whenever this processing occurs. Deliverables • Documentation of how compatible unit data is stored in the City's compatible unit database - the database structure for the City's compatible unit data is needed for this task • Documentation of how the City's compatible units will be mapped into an acceptable table format for Design Manager. • Development of functionality to perform the conversion. • All appropriate compatible units successfully and accurately converted and imported into Design Manager. Task: Compatible Unit "CU" to Design Layout Tool Association Associate Compatible Units The objective of this task is to associate compatible units imported into Design Manager from the City's compatible unit database with the appropriate Design Manager Design Layout Tools. The purpose of this is so planners/designers can generate lists of compatible units from Design Manager to support construction estimating. This is an involved process that is performed within the Design Manager environment. Deliverables • All electric distribution Design Layout Tools displaying the correct compatible units • Generation of compatible unit lists when that interface function is selected Task: Viryanet MWFM Configuration and Customization Functional Unit Development This task involves the development and unit testing of configuration/customization tasks related to the Viryanet MWFM Functional Unit. This will follow the City's approved design document produced by the Viryanet MWFM Configuration Workshop. The system will be installed onto one Test and one Production environment at the City and dedicated instances of the City's system will be created at GE Energy for development and support. GE Energy Proposal Scope of Work Page-19 System Setup Based on the workshops, GE Energy will create a Configuration Workbook that generates set-up scripts for the system. The configuration script can be easily applied and reapplied to multiple systems (e.g., it will be moved from the development system at ViryaNet onto the system at the City). MCP Forms Configuration (For Field Laptops) Up to 10 screens will be configured out -of -the box to meet the call type requirements. Out -of - the -box call action flow will be used in order to close every call. Interface Development The integration to accept customer information and orders from Banner and Subrigation and to send back status and completion information will be developed and tested. The Field Force Automation (FFA) management product will have an integrated solution to capture coordinate information (Longitude and Latitude) from a GPS device using an adapter or API functionality from the GPS device. The coordinates will be captured at a configurable time interval (every n minutes) and will be stored in a local database in the Mobile Computing Platform (MCP) that will be synchronized with the FFA database thru the synchronization process. Accepted per contract negotiation meeting Deliverables 0 Configured Viryanet MWFM Application Page-20 City of Lubbock GE Confidential and Proprietary — r Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Phase 4 — Testing The testing phase begins with system testing at GE Energy and ends with City acceptance of the tested application. Task: Phase Planning Each phase of the project begins with a Phase Planning session during which the respective project managers discuss and plan the activities for the upcoming phase. Part of this discussion will also encompass a review of the test strategy and the acceptance criteria outlined below in this document. Deliverables • Phase planning session meeting minutes Task: Testing Preparation (all applications) In preparation for the testing activities, test scripts will be developed; the testing environment will be configured and verified at GE Energy's location and key users will be prepared for testing as required. In order to prepare key users for testing there will be an informal training session for all testers who have not yet received any training on the system. This session will introduce the testers to concepts that are crucial to allowing them to perform system testing. During this same session, the testing process and test script format will be discussed so that the key users understand what will be expected of them during the testing phase of the project. Deliverables • Test scripts • Testing environment available at GE Energy's location. • Informal testing training session • Basic test scripts provided by GE Energy • Instructions on how issues and questions will be addressed • GE Energy available to answer system functionality questions Task: Develop Test Data (all applications) The City will provide test data to be used for testing the system, including test data to incorporate test use cases. GE Energy Proposal Scope of Work Page-21 Deliverables • Useful test data created for the City's requirements Task: System Testing (all applications) This task will be performed in its entirety at multiple stages in the project to correspond with when it is required for each separate application. System testing will be performed for GIS, PowerOn, Design Manager, SIAS, SI, Network Analysis, and Viryanet MWFM in accordance with the project plan submitted. "System Testing" as described here and in the project plan is equivalent to the City term "Functional Testing," but also includes as much "Integration Testing" as can be carried out at GE Energy offices. System testing is performed at the completion of the development phase and is an integrated test of all the functionality being delivered. GE Energy development and test team members will perform the system test with assistance from key client user representatives, where appropriate. During the system testing, the GE Energy team will exercise each of the components of functionality that make up the system. This testing generally includes a combination of scripted tests and ad -hoc tests as needed to ensure that the various software components function together. System test scripts will be written by GE Energy and will be based on the technical process of each functional unit. System testing will evaluate the software developed against the original specification. Deviations from the original specifications will be considered errors. New requirements or changes to the specification will be handled through the Change Control Process and will not be considered errors. An issue tracking and reporting system will be maintained throughout system testing. The tracking system includes an item for each component to be tested, and for each script to be tested. Each of these items will contain a brief description, a date tested, test results, a retest date and a comment area. This provides for complete documentation of the system test activities. Once the system test yields successful tests for each of the items, the GE Energy lead tester will sign off on the system test documentation (indicating accurate and complete testing). Conference Room Pilot The configured system will be installed at the City and a complete process walkthrough will be performed. The walkthrough will be five days. Deliverables • System functional unit test scripts • System business process test scripts (based on Use Cases) • System test progress reporting and trend analysis Page-22 City of Lubbock WIN GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy f ,S • At the conclusion of system testing there must be zero (0) severity code 1 (S 1) issues, less than five (5) severity code 2 (S2) issues and less than twenty-five (25) severity code 3 (S3) issues. Refer to the section entitled Acceptance Criteria for a complete description of the severity codes. Task: System Integration Testing (ail applications) This task will be performed in its entirety at multiple stages in the project to correspond with when it is required for each application. System integration testing will be performed for GIS, PowerOn, Design Manager, SIAS, SI, Network Analysis, and Viryanet MWFM in accordance with the project plan submitted. System integration testing consists of set up and testing of the application and interfaces at the City's testing site by City IT personnel with GE Energy support; test scripts are written by GE Energy based on use cases provided by the City; this proves that the software has been loaded correctly and is ready for acceptance testing and makes sure data flows among all systems successfully. "System Integration Testing" as described here and in the project plan covers the City's testing terms "Functional Testing" and "Integration Testing," but it is carried out on site at the City by GE Energy personnel. Deliverables • Support during set up and testing of application and interfaces. • At the conclusion of system integration testing there must be zero (0) severity code 1 (S 1) issues, less than five (5) severity code 2 (S2) issues and less than twenty-five (25) severity code 3 (S3) issues. Refer to the section entitled Acceptance Criteria for a complete description of the severity codes. Task: Application and Interface Acceptance Testing (ail applications) Application and interface functional acceptance testing will be performed for GIS, PowerOn, Design Manager, SIAS, SI, Network Analysis, and Viryanet MWFM in accordance with the project plan submitted. The application and interface acceptance testing is performed ahead of performance testing to make certain that application problems are not interfering with the performance of the application. The purpose of this task is to validate that the delivered system and associated interfaces meets requirements specified within the corresponding Design Documents. The City will be responsible to perform acceptance testing. The acceptance test will include a complete beginning -to -end test of the functionality delivered to the client. This tests that the system meets the business requirements specified in the corresponding Design Documents. GE Energy Proposal Scope of Work Page-23 This task is preceded by the delivery, installation, and verification of the final version of the system by GE Energy. Acceptance testing will be primarily script driven. Acceptance testing, like system testing, is evaluating conformance to the software specification. Changes to requirements at this point in the project are considered scope changes rather than issues to be corrected in this phase. The framework for conducting acceptance testing is based on the identification, logging, and prioritization of variances identified. Refer to the section entitled Acceptance Criteria for a complete description of the criteria for the project described in this Scope of Work. The City will provide acceptance test scripts and be responsible for scheduling and running the acceptance testing. Deliverables • The City provided Acceptance test scripts (based on Use Cases created by the City). • At the conclusion of acceptance testing there must be zero (0) severity code 1 (S1) issues, less than five (5) severity code 2 (S2) issues and less than twenty-five (25) severity code 3 (S3) issues. Refer to the section entitled Acceptance Criteria for a complete description of the severity codes. • Acceptance documentation and sign -off Task: System Administration, Performance, and Scalability Testing (all applications) This task will be performed in its entirety at multiple stages in the project to correspond with when it is required for each separate application. System Administration and Performance testing will be performed for applications involving a potentially large number of end users including GIS, PowerOn, Design Manager, SIAS, and Viryanet MWFM in accordance with the project plan submitted. System administration testing is performed to validate that system administration tasks can be performed without errors within the acceptance -testing environment. Performance testing will be performed by the City with on site support from GE Energy and will cover both stress and scalability testing by including worst case scenario conditions for a specified numbers of end users, number of system inputs, and volume of transactions performed by the system. Deliverables • System administration testing results • Performance and Scalability testing results Task: Regression Testing (all applications) This task will be performed in its entirety at multiple stages in the project to correspond with when it is required for each separate application. Regression testing will be performed as a part Page-24 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy i of deployment activities to ensure all components of the system, including data, product software, hardware, customized code, and interfaces, are ready for production use. This will be a complete execution of all test scripts for the given application. City resources will be responsible for performing the tests with support provided onsite by GE Energy. Upon successful passing of regression testing exit criteria, the application will be placed into production. Deliverables • Regression testing results report GE Energy Proposal Scope of Work Page-25 Phase 5 — Deployment (all applications) Deployment tasks will be performed for GIS, PowerOn, Design Manager, SIAS, SI, Network Analysis, and Viryanet MWFM in accordance with the project plan agreed to by the City and GE Energy. The deployment phase of the project comprises of tasks to plan and prepare for the final deployment of the system into a production environment. This phase requires careful planning and coordination of activities to minimize the impact on the end user community and to manage acceptance of the new system by those same people. Task: Deployment Phase Planning Each phase of the project begins with a Phase Planning session during which the respective project managers discuss and plan the activities for the upcoming phase. In preparation for deployment GE Energy will work with the City to define how the production application components will be deployed. A checklist of activities will be defined to ensure that the components are ready for production. GE Energy will work with the City to define procedures for the City's IT personnel in the areas of: • System monitoring and administration • User administration Deliverables • Phase planning session meeting minutes Page-26 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Task: Training (all applications) This task will be performed in its entirety at multiple stages in the project to correspond with when it is required for each separate application. End user "train -the -trainer" courses will be provided on site at the City for GIS, SIAS, Design Manager, PowerOn, FIS, and Viryanet following a detailed project that is agreed upon by the City and GE Energy. Technical training will be provided to City SMEs and IT personnel who will be responsible for ongoing support of these applications. GE Energy will implement the training plan, according to the schedule defined in phase 1. All users should be notified well in advance of the courses. Deliverables • Printed Training Manuals including Course Training Exercises for End User Training • Course Agendas • Copies of the Training Course Power Point Slides • Delivery of each course on -site at the City Task: Production Deployment (all applications) The objective of this task is to ensure that the application is successfully deployed in a production environment. Deliverables • Assistance with deployment of the application in the production environment. Task: System Cutover (all applications) This task is owned by the City. This includes those activities required to plan and physically start using the GIS system in a production mode. Deliverables • Application(s) in production environment. GE Energy Proposal Scope of Work Page-27 Phase 6— Production Support (all applications) Once the application has been deployed in the production environment, it is important to monitor the performance and functionality of the system during a stabilization period. During this phase of the project, GE Energy will provide support for City personnel and application end -users on an as needed basis for a two -week period. This is focused on production system support and is above a beyond the contracted warranty period on implementation services work and the product support that is provided as a part of standard product maintenance support. Project Management (all applications) Task: Project Management GE Energy will provide project management and technical oversight and coordination with the City throughout this project. As part of this activity, GE Energy will provide project plan updates and status reporting to the City. Deliverables • Project management through the duration of the project. • Bi-weekly status reporting through the duration of the project. • Periodic on -site meetings with the City to provide formal project status updates; frequency to be decided by the City project manager Page-28 City of Lubbock �- GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Data Migration The data migration scope and tasks have been combined within this portion of the Scope of Work document for clarity purposes the City. GE Energy will be responsible for the conversion and migration of existing Lubbock Power and Light GIS data into the Smallworld GIS platform. For the purpose of this statement of work and scope, the existing data sources include: • Electric Distribution Facility Data — mapping files stored in Microstation format that contains mappings of the distribution system. • Electric Phasing Maps — mapping files stored in Microstation format that contains phasing information. • Landbase GIS Data — mapping files stored in Microstation format • Water GIS Data — mapping files stored in Microstation format. • Oracle and MS Access database records for electric facilities and water facilities - these records link directly to the graphics in the distribution and phasing maps via unique keys • 150 each substation drawings and lift station drawings GE Energy understands that the majority of data migration work will be digital -to -digital data translation. The key to successfully populating the Cornerstone data model will be understanding of all existing data, the existing logical data model, the new logical and physical data model, the behavior of the new model, and managing data model changes throughout the prototype, pilot, production data migration, and application development activities. In addition, as developers of the City's GIS network and applications, GE Energy team members will understand City -specific connectivity and network rules, as well as general and City -specific electric distribution business rules. These rules and validation applications will be incorporated into the data translation system ensuring the City's data model is populated in a sound and valid manner. For the costing of this project, GE Energy assumes that the paper documents will be scanned and modeled as drawing objects to be viewed in the internal worlds for the corresponding lift station or associated substation only. As experts in the Smallworld Cornerstone data model, GE Energy will develop a data translation toolset or a suite of software routines for migrating the existing data into the Cornerstone data model. As part of this task, GE Energy will produce detailed plans and documentation describing the data translation strategy and specifications; digital data translation technical processes and associated clean up; and data quality and data acceptance criteria requirements. GE Energy Proposal Scope of Work Page-29 GE Energy will perform this data migration in three phases: Prototype, Pilot, and Production. This schedule arrangement allows both GE Energy and the City to identify data migration issues and determine corrective measures efficiently and effectively. It also provides greater assurances on a successful data migration during the Production phase. The following table depicts the amount of data that will be used during the different data migration phases: 7 Prototype Multiple feeders from a substation and associated land data Pilot Multiple feeders from multiple substations and associated land data Production All data GE Energy employs a standard process for developing and using data translation software. Supplemental data cleanup, will be the responsibility of the City. Data will be translated in its current quality and form. Enhancements to facility positions, attribution or connectivity will be limited to those that can reasonably be done programmatically and as part of the bulk translation process. Semi -automated or manual cleanup is not considered in scope for GE. . Task — Data Migration Workshop A Data Migration Design Workshop will be facilitated for the City. This will cover Land, Electric Distribution, Overhead Electric Downtown Network, Water and Sewer facilities. The Translation Workshop provides an opportunity for attendees to identify existing data sources, the formats, accuracy, and other characteristics of the existing data and discuss how the data is to be translated into the new GIS system. The data translation strategy will be defined and all data sources are reviewed in detail to perform data mappings. Also discussed during this workshop are the data translation standards that will be used to enforce consistency and determine quality of the converted data. This task is begins with overall planning for the data translation. The detailed requirements and strategy for the data migration process will cover the following topics: • Translation Project timeline • Mapping sheets and other conversion tools review • Translator development strategy and team members • Migration strategy • Backlog management requirements and strategy during rollout • Freeze/thaw strategy • Units of work definition Page-30 . City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy (ON) • Edge -matching requirements, if necessary • Prototype data candidates and prototype data activities • Pilot data candidates and pilot data activities • Detailed data QA/QC criteria • Data acceptance criteria — electronic and paper conversion • Data migration, validation and acceptance processes and workflow • Issues management and communication protocol with the City • Migration tool architecture • Known Pre-processing or cleanup requirements • GE Energy and the City workflow and communications plan Deliverables • Data Migration Design Document components listed in the topics immediately above. City of Lubbock Responsibilities Full-time and/or part-time participation by all affected City of Lubbock project team members to: • Attend the workshop. • Provide business and source data expertise. Task — Data Model Review This task will be initiated after completion of the data model activities. GE Energy and the City will perform a review of the existing City's logical data model. This exercise will help GE Energy to understand and document the property, characteristics, and relationships within different components and data types that make up the existing environment. Any additional data for review and process is considered out of scope and will require an approved change order. GE Energy will gain an understanding on the existing source data. This will assist GE Energy with determining the mapping standards for data migration. This task will focus on the following items: • Current logical data model at the City • Source data structure • Attribute and facility picture source data structure • File formats GE Energy Proposal Scope of Work Page-31 Prior to creating the translation specifications or mapping sheets, the data model is reviewed to gather specific information relevant to the data migration requirements including facility, attribute values, connectivity, feature type, relationships, graphics, geometry and topology requirements. The results of this task form the basis of the facility mapping documentation — the "to -be" data model. This task may be performed at GE Energy's or the City's offices and will involve primarily GE Energy employees. Deliverables • Data Model Mapping Sheets — Draft versions containing "to -be" data model documentation only. Task - Create Data Migration Matrix Critical to the development of all translators is the ability to define the way in which objects and geometries from the source system map to objects and geometries if the target system. A data migration matrix — also called Facility Mapping Sheets provide the detailed specifications on how data in the source database maps to objects and attributes in the destination Smallworld database. Each mapping sheet provides a single source for information on achieving the migration of an individual object. A matrix will be developed for each of the two major datasets — electric, water, and landbases. These high-level sheets will provide the overall foundation for the approach to specific facilities in each data set. Detailed mapping sheets will then be developed for all facilities in each dataset. Each mapping sheet specifies: • Source facility and destination Smallworld object. • The source table definition detailing how each attribute migrates into the destination object or objects. • The destination Smallworld object definition detailing the source for each attribute. Usually the source of the data is a corresponding attribute in the source table, but there may be new fields that will be populated from another source or set to a default value during migration. • The name, type and makeup of source graphics and how they migrate to geometries in the destination model. • Relationships between facilities in the source dataset. • Join relationship requirements in the destination object and how such joins are created. • Special operations such as merging individual source facilities into a single destination object or splitting facilities based on an attribute value. • Special data cleanup requirements — pre and post -migration. Page-32 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy r A comprehensive and easy to understand set of facility mapping sheets can minimize the number of future issues especially during the development of the translator. For this reason a large percentage of the data migration effort is spend on producing and reviewing a set of documents that clearly specifies how each facility from the source data is translated to its counterpart in the Smallworld data model. This task will require a significant amount of time from City's data experts. This task is completed both at the City's site and at the GE Energy's development site. This will be completed through a strict method of source document control to prevent multiple versions of mapping sheets. Deliverables • Data Model Mapping Sheets — Draft and Final versions containing as -is and to -be data model documentation. City of Lubbock Responsibilities Full-time and/or part-time participation by all affected City project team members to: • Assign data experts to specific mapping sheets • Provide detailed review of data model mapping sheets • Provide business and source data expertise. Task — Develop Translation System Architecture As a part of the Data Migration Workshop, GE Energy will review and then document the technical strategy and design of the translation software system. Although this document is for internal use by GE Energy developers and translation system managers, the City will be expected to provide detailed technical input on source data including file formats, units of work, known errors and other similar subjects. This document will define the architecture of the translation system and will specifically detail the following: Digital -to -Digital Translation • Use of intermediate tables, as necessary • Technical migration steps • Load history management • Detailed approach for all datasets • Pre-processing toolkits and cleanup • Post -processing toolkits and cleanup functions • Reporting structures and requirements GE Energy Proposal Scope of Work Page-33 • Automated validation routines • Semi -automated validation routines • Error handling and processing Paper to Digital Translation For the costing of this project, GE assumes that the paper documents will be scanned and modeled as drawing objects to be viewed in the internal worlds for the corresponding lift station or associated substation only. At this time, the documents will be scanned and rules for associating the drawing file to the substation or lift station will be employed. Deliverables • Technical architecture section of the Data Migration Design Document Task - Development of Translator At the heart of the translation system from source data to Smallworld is the data translator itself. The steps involved in the development of this translator are described here. They consist of: • Setting up the physical mapping tables for the translator Developing the loader functions and QA/QC routines • Testing and refining the load process on prototype sample data. The loader functions will consist of object -based methods in Smallworld that will define how each occurrence of a source object is processed into its corresponding Smallworld object. In cases where it is necessary to combine two or more source objects into a single Smallworld object, the information about the source objects will be kept in memory and combined together to form the Smallworld object. In some cases, the object will be eliminated and a geometry or set of attributes simply augmented onto an existing Smallworld object. In some cases, it may also be necessary to take an object from source data and convert it to multiple objects in Smallworld. When this occurs, the loader will create multiple objects at process time. Connectivity and join relationships will be formed during the initial pass of the loader. Any attribute relationships that are found in the data that are not yet supported by Smallworld manifold rules will be kept in relationship tables and processed during the cleanup steps. Additional relationships and connectivity will be derived as part of the automated and partially automated cleanup processes. Page-34 City of Lubbock GE Confidential and Proprietary — j Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy i It is typical for GE Energy to deliver data to the City for review on a regular basis. Initially, a group of disconnected similar facilities will be delivered for review. After the object -by -object review, the City will assist GE Energy with prototype and pilot data review. Deliverables . • Translated prototype data ' • City review of translated data according to the project plan with documented feedback • Updated data model, as necessary • Updated mapping sheets, as necessary Task - Translator Testing Cycles — Prototype and Pilot Phases Testing of the programmatic and manual conversion steps will occur in the following phases: The purpose of these tests is to review the data produced by translation and conversion systems to ensure proper implementation of the mapping sheets and conversion matrix have been implemented. At each test phase, the City will thoroughly review all facilities translated and compare them with source data and expected results based on knowledge of the new data model. The City and GE Energy will communicate data errors and issues through the project issues - tracking database. GE Energy will recommend that a City SME for each dataset be responsible for managing the City team and reporting conflicts and issues with appropriate explanations. GE Energy expects that issues and defects will have the same S1 through S4 categorizations and will have the same reporting and handling flow process as application issues. Data will be populated into the GIS as well as used for unit test data for the existing interfaces. Testing of translator and translated data will include data viewed in interfaced systems, as appropriate. Deliverables • Data — initial test dataset in GIS applications • Data - prototype dataset in GIS applications • Data — Pilot dataset in GIS applications and interfaces, as appropriate GE Energy Proposal Scope of Work Page-35 J Task - Production Preparation - Throughput Testing and Release of Production Translation Tools Prior to production migration, GE Energy will perform a test run of the entire service territory to ensure the translation process at runtime can process all production data. This test is designed to verify the error handling capability, the architecture of the translator software, and to capture statistics on performance only. Data produced at this stage will not be validated, cleaned, or delivered. Throughput test is to identify architecture, source data issues, and performance only. Any changes to the translation specification sheets, data model and translation or cleanup engines as the result of this test will require an approval of a change order. Deliverables • Revised translator tools — translation system ready for production use Task - Production Data Conversion, and Rollout This task will be performed early in the project: for migration of land, water and electric distribution data. Production data migration will proceed after all translation testing has been completed successfully. The City is responsible for benchmarking translation activities at the production translation site and providing metrics and measurements for production translation planning. Based on the strategy developed, GE Energy will perform data migration and translation for this project. Work will include running of translator tools and responding to data translator issues reported by the City. Production migration will occur at the City's production site. A detailed data migration process map will be created as part of the Data Migration Design Document for this project. Work will include: • Using the translator tools to perform digital -to -digital data translation • Provide reports on data migration • Identify and report data errors and conflicts based on available physical and logical data integrity tests The City will be responsible to resolve data errors and conflicts and for managing business issues related to the transfer of data and backlog of current work orders. Resolving data errors and conflicts is an important component in the process of data migration and should not be taken lightly. GE Energy is committed (in addition to make all necessary modifications to the data migration process and software during the initial test, prototype, and pilot phases) to make only minor changes to the process and software to accommodate the newly identify data migration issues. Page-36 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Any additional work required in this phase on software and process will required an approved change order. Therefore, it is paramount that the City selects truly representable data for test migrations during the initial test, prototype, and pilot phase. It is also important that the City reviews the migration results thoroughly and carefully during the prototype and pilot steps to minimize the number of new issues discovered during the production data migration. Deliverables • Smallworld GIS database populated with translated data from the identified City source data. • Digital data for the entire City service territory that has been translated and processed through QA/QC tools prior to review by the City's personnel • Migration of street centerlines and connection of alley centerlines to the street network from Lubbock landbase. The connections will be adequate for routing, but may be approximate and not comply with the City's current street centerline specification. As agreedin contract negotiations meeting. • Digital to digital data translation status reports on an as -needed basis for guiding the timing of inspection activities by City personnel GE Energy Proposal Scope of Work Page-37 Project Assumptions GE Energy's methodology and pricing are based on the additional project assumptions outlined below: GIS • The City will use the Cornerstone Land, Water and Electric GIS data models with minimal changes needed to support the facilities and corresponding attributes of data in use at the City. Major changes to object structure, bound behavior and manifold rules are not in scope for this project. • Out -of -the -box reporting will satisfy the Oil and Equipment EPA reporting requirement. • Wastewater model will be limited to sewer mains and laterals only. The wastewater - specific applications will be the standard asset management tools that are provided in Smallworld and Cornerstone out of the box. • After commencement of the project, project scope changes (if any) will be tracked and approved through a formal change management process; see Appendix 1. • The City GIS, CIS or other relevant data models will not be changed for the duration of this project phase for any reason other than a requirement of this or another phase of this project. • GE Energy expects a single data output file to be used by third -party analysis applications such as CAPE and CASCADE. GE assumes that the out -of -the box data output tools and the Cornerstone data model will support these third party applications. An allowance of up to 100 development hours is allotted to derive and apply business rules or changes to the standard outputs. • Substation and lift station internals will be modeled with basic Smallworld connectivity; details will be viewed through the scanned drawings as drawing objects. Design Manager • Design Manager will be provided with "Out -of -the -box" product functionality and without customization. • Network Integrity Toolkit (NIT) configuration will consist of basic script configuration for Design Manager, integrating QA checks within state models, and developing QA/QC tools needed for data migration support. • The City will supply all associations between CUs (Compatible Units) and GIS objects • The City will supply the CU database to be imported into Design Manager, and all subsequent updates. Page-38 City of Lubbock GE Confidential and Proprietary — r Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Hardware and Physical Architecture • GE Energy will assist with the architecture design, but the City will procure and configure the required hardware and infrastructure. Training • The number of students in each course will be limited to eight (8). If the City wishes to have more than eight students attend any of the training courses, additional instructor(s) will be required. • Training Materials will be reviewed and sufficient time will be provided for instructors to prepare for the delivery and verify the availability of the training environment. • Sufficient training materials will be printed and available for each participant. • All necessary equipment, workstations, projectors, white boards / markers, flip charts will be made available by the City. • Meals, lodging, building access etc. will be planned. • All training participants will have training or user login Ids created and tested prior to the training course. • Standard training material and the standard database will be used for the training. • GE Energy does not guarantee the performance of any student after the course attendance. PowerOn/Outage Management • No customizations to the PowerOn graphical user interface or basic product behavior will be required for this project; off -the -shelf functionality will be acceptable. • The outage reports will be based on the available data within PowerOn. • The selection or execution of the report programs will initially be integrated into the POIC user interface, but can be imbedded into other web -based interfaces by City IT personnel if desired by the City. • The outage report formats will not be modified. Field Force Automation • The City will provide the required wireless communication infrastructure and field hardware. GE Energy Proposal Scope of Work Page-39 • The City must identify the screens and fields that go into each form. We suggest to analyze the current forms or methods used to dispatch the calls and gather the information for the MCP workshop. • The City is responsible for the Banner side of the Viryanet application interfaces, writing order records to interface tables and receiving status back. • Viryanet configurations will have been identified in detail and approved by the City prior to beginning this task. • Work will be performed at the City's facilities and GE Energy's facilities. Where possible, and to reduce travel expenses, development work will be performed at GE Energy facilities. • The point-to-point integration included in this scope is an interface to Banner. GE Energy will be responsible for receiving the information for calls created in Banner and GE Energy will send back the necessary information from the call when it is closed in the field. The City is responsible for writing the code to write the calls from the Banner system to a set of Oracle Tables that GE Energy will use to create the call thru the Viryanet APIs. GE Energy assumes that the information in these tables is valid and no additional massaging of the data will be done in the Viryanet side. The assumption is that all calls will be closed in the field. • The interface will be designed so no live connectivity from the Mobile Computing Devices (Laptops) to Banner or Subrogation is required. Once a call is closed, GE Energy will place the appropriate information in the Oracle tables and the City is responsible for reading this information and updating the Banner or Subrogation systems. • Mobile computing is assumed for this phase to be via Laptops. Additional Mobile Computing hardware such as PDAs, Wap Phones, or Digital Tablets is not considered part of this scope. Screens will be designed for one field device. • The Viryanet implementation is based on a basic out of the box installation. Therefore, no customizations will be provided. There is flexibility in the Viryanet software to meet the needs without modifications. • Up to 10 forms will be designed to meet the needs of the field personnel. • Any validation that needs to be performed in the field (Laptops) is assumed to be out of the box or configurable thru the use of User Define Fields or MCP Functionality. • Vehicle tracking: • FFA will be customized to interface with only one type of GPS device and one manufacturer. • The GPS device must provide an open API or Adapter with bi-directional communication to capture the coordinate information. • The Mobile Computing Platform (MCP) will be customized for only one type of field unit (e.g. Laptop, PDA, WapPhone, etc). Page-40 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock r3< GE Energy • The scope if this interface is to capture the coordinate information at a configurable time interval. The core functionality of FFA will be used to display the current location of the field unit and show a historical trail detailing the technician's actual route. Any other GPS functionality is out of scope As agreed in contract negotiation meeting Testing • The City will provide business based use cases on which GE Energy will base their system test scripts. GE Energy will provide the City with sample test scripts used for acceptance testing. • GE Energy will provide sample data model and test data to be used in the test environment; additional test data may be created by the City during testing. • City testers must already understand the City's current business processes. Data Migration • All data to be migrated by GE Energy will be in electronic format. • Data migration specification and tools will be developed based on a representative sample of the data not to exceed 10% of the total data. Source data that falls outside the specification and tools will be considered out of scope. • The lift station drawings and substation drawings will be converted to scanned images/digital files for input to the Smallworld GIS. Manual data conversion is not included in the scope of this project. • Connectivity will be migrated into the Smallworld GIS as it exists within the City's GIS database and graphics. Data quality of the City's source data is the responsibility of the City. • Connectivity for all devices and facilities is available and can be clearly documented or can be reasonably derived for the water, electric and landbase network. • If multiple facility data appear in multiple geographic locations for one facility, data from only one source will be translated for this project. • Customer -to -transformer associations have clear links within existing data sources. • Facilities in miscellaneous datasets have a valid association to the facilities in the maps and this association is reasonably derived. This is the responsibility of the City and the City needs to check feature association from databases to MicroStation format. • No field data collection or verification is included in this scope. • There will be one freeze period for electric and water job order and land data updates while the entire City service territory is migrated to the Smallworld GIS format. GE Energy Proposal Scope of Work Page-41 City of Lubbock Responsibilities • Full-time and/or part-time participation by all affected City business area and IT project team members to attend meetings and complete action items in appropriate timeframes. • The City will provide GE Energy with sufficient access to and support by City SMEs and IT department personnel. • The City is expected to staff the project with an appropriate experienced project manager familiar with the company's policies, procedures, and the subject matter area. • Use of out -of -the -box functionality may cause changes to the City's business process. Changes to the process, including change management, will be the City's responsibility to implement. GE Energy can provide subject matter expertise and change management consulting as an optional service. • The City will provide process maps describing the current electric distribution trouble response and outage management work processes two weeks prior to the workshop. If needed, GE Energy will provide sample process maps to the City for modification. • The City will provide appropriate sample data for use in interface development and testing. • The City will provide appropriate software and licenses to allow for development and testing of the interfaces. • The City will be responsible for any manual processing of data for data inaccuracy cleanup that has not been programmatically corrected during translation. • The City will be responsible for managing data freeze and backlog issues that might arise from the data migration business process or strategy selected. Page-42 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy Acceptance Criteria Upon contract award, the City and GE Energy will designate a representative to participate on a Variance Review Board, typically consisting of the GE Energy City project managers and at least one City technical or business area expert. The purpose of this Board is to review, validate and prioritize all reported variances associated with acceptance testing occurring after system delivery. Each submitted variance report will be validated and if valid, assigned a Severity of 1- 5, defined below. Not more than five (5) days after final system integration test completion and delivery of the system to the City, acceptance testing will commence and will verify the configured software (where "configured software" means any customer -specific modifications to GE Energy's off - the -shelf, core Software or Viryanet & related software) meets the original contract requirements and approved design specifications. Material deviations from the agreed upon design specifications and approved test scripts for configured software will be considered variances. New requirements or changes to the design specification will be handled through the project change control process and will be considered enhancements. Such issues will not be considered variances or defects. The City will support the system acceptance test process. Where the delivered configured software interacts or interfaces with the City's existing infrastructure or computer systems, the City will be responsible for providing required skills and expertise. The City will be responsible for performing a final acceptance test. The acceptance test will be a complete beginning -to -end test of the configured software functionality to be delivered to the City. The acceptance test scripts will be jointly agreed upon by the City and GE Energy and documented prior to testing. Acceptance test script requirements will be traceable to the configuration requirements specified in the corresponding Design Document using a requirements traceability matrix. The framework for conducting acceptance testing shall include the identification, logging, and prioritization of configured software variances identified as a result of exercising the system in accordance with the approved acceptance test scripts. The Variance Review Board will review and categorize the identified variances. A nonconformance issue traceable to a GE Energy core Software or Third Party Software product will not be considered a variance for the purposes of system acceptance. For clarification, off -the -shelf Software shall be accepted upon delivery or, if set forth in the contract, within five (5) business days of installation in accordance with GE Energy's standard Installation Verification Procedures designed to verify such Software meets the functionality set forth in its associated Documentation. Core Software defects will be reported and corrected according to the provisions of GE Energy's Terms and Conditions for Software Support Services and its accompanying Guide to Support Services. GE Energy Proposal Scope of Work Page-43 Each configured software variance identified as a result of acceptance testing will be categorized as one of the following four severity levels: Severity Code 1 (S1) A severe problem with the system. The system or application is down and unavailable for use. The system or a major component of the system is inoperable. This includes run time or trace back errors which impact the system broadly (more than one key function) so that none of the remaining test scripts can be completed. The exit criteria for acceptance testing shall be zero (0) outstanding S 1 issues. Severity Code 2 (S2) A major problem with a specific component of the system. Deployment may continue, but the specified component cannot be used until this issue is corrected. This is a production -limiting problem with no known work- around. The exit criteria for acceptance testing shall be zero (5) outstanding S2 issues. Severity Code 3 (S3) A non-conformance to a design specification or a problem within a single component of the system. The component may or may not have a defined workaround. A defect, which in and of itself would not prevent successful implementation, but for which a high volume of this type of defect would indicate system, instability and therefore jeopardize implementation. The exit criteria for acceptance testing shall be less than or equal to ten (25) outstanding S3 issues. Severity Code 4 (S4) A non-conformance to design specification or a problem within a single component of the system that can be used with a defined workaround and does not indicate system instability and therefore jeopardize implementation. Resolution of Severity Code 4 defects will not be a condition of system acceptance and will be at the sole discretion of GE (or Viryanet if appropriate) or will be accommodated through enhancements using the approved change control process. Severity Code 5 (S5) The tool or component works and provides the functionality required according to design and product specifications, but could be easier or faster to use if this change were implemented. The resolution of any Severity Code 4 issues will not be a condition of system acceptance. Resolution of Severity Code 5 issues will be at the sole discretion of GE (or Viryanet if appropriate) or will be accommodated through enhancements using the approved change control process. Page44 City of Lubbock GE Confidential and Proprietary — Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy 0 f r In the event that the representatives cannot reach agreement with respect to the classification of a particular variance, that variance will be escalated to upper management from both the City and GE Energy for subsequent resolution. For all tasks listed in this Scope of Work document, acceptance of the task deliverables that do not require formal sign -off (as indicated in the project schedule) or constitute final acceptance of the system, will be determined by mutual agreement between the City and GE Energy Project Managers and indicated by sign -off on the bi-weekly status report. Acceptance of task deliverables will not be unreasonably withheld and must be provided no later than one (2) days after notification by GE Energy that the deliverable has been provided. GE Energy Proposal Scope of Work Page-45 Final Acceptance A written acceptance document will be required as the exit criteria above are satisfied. Written acceptance of the system will not be unreasonably withheld and must be provided no later than seven (7) days after notification by GE Energy that the exit criteria has been met. Deployment and/or commercial use of the system by the City will constitute written acceptance of the system, regardless of the outstanding S1, S2, or S3 issues. System acceptance may be granted conditionally upon resolution of all issues identified during Acceptance Testing. The specific issues will be documented as part of a written conditional acceptance. Final contract payments will be due upon meeting exit criteria as defined above. The warranty period will commence immediately upon system acceptance unless otherwise agreed to in writing. Any Severity Code issues uncovered following system acceptance, or uncovered following conditional acceptance, will be subject to GE Energy's contractual warranty obligations. Completion Criteria for Acceptance Testing • All deliverables as defined by the Scope of Work are completed, including: • Equipment kept at Seller's factory delivered to the City and installed and configured per the guidelines established in the Scope of Work. • All software licensed to the City per the Software License Matrix is installed per the guidelines established in the Scope of work. • Cutover plan is delivered and mutually approved by GE Energy and the City. The cutover may be in several small steps in order to minimize interruptions to normal operations. Final acceptance and payment does not constitute a waiver by the City of any rights with respect to the GE Energy's continuing obligations under the Agreement. • GE Energy has implemented all related displays, databases, reports, forms, User Interfaces (UI) required by the Scope of Work. • Acceptance Test is completed per the guidelines established in the Scope of Work. Page-46 City of Lubbock b GE Confidential and Proprietary — f Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy r Change Order Criteria Each party may at any time propose changes in the schedule or scope of Products or Services. If mutually agreed, the changes will be documented in a written change order, signed by authorized representatives of each party, along with any equitable adjustments in the Contract price or schedule. GE is not obligated to proceed with the changed schedule or scope until the change order is signed. All products delivered shall conform to GE's part or version number specified or (at GE's option) its equivalent or the superseding number subsequently assigned by GE. In the event the number ordered is no longer available, GE is authorized to ship a valid interchangeable Product without notice to the City. Refer to Appendix 1: Change Control Process for a description of the Change Control Process. GE Energy Proposal Scope of Work Page-47 Signature Page fn Witness whereof, each party has affixed signature hereto by a duly authorized representative; Customer's signature indicates acceptance of the Scope of Work and the terms and conditions herein. The parties acknowledge that they have read, understood, and agreed to the terms herein. Revisions to this document must be approved and incorporated through the change control process. City of Lubbock OMS, GIS, Graphic Work Design, and Viryanet MWFM Project —Scope of Work --March 15, 2006 GE Energy anag ment Services, Inc. BY 1 Linda Bischo ,Actin ite Bader 2000 S. Colorado Blvd., Suite 2-1100 Denver, CO 80222 Address APPROVED AS TO CONTENT: Dale Stephens Electric Distribution Superintendent APPROVED AS TO CONTENT: Sherry Stephens Chief Operating Officer Water Utilities LUBBOCK POWER & LIGHT (OWNER) !��,' , x� W. R. Collier Chairman Electric Utility Board ATTEST: Re cca Garza City Secretary APPROVED AS TO CONTENT: MarI4Year§vood0 Dire or Information Services Page-48 City of Lubbock GE Confidential and Proprietary — r Covered by Non -Disclosure Agreement between City of Lubbock & GE Energy 3 Appendix 1: Change Control Process Revisions to the scope of services to be provided under this Scope of Work must be approved by both the City of Lubbock (the City) and GE Energy and incorporated through the change control process described below. Process Description The following is a very brief, high-level change control process. A more detailed process description can be included in the Project Development Plan if desired. • Complete Change Request Form (DRAFT is Attached; the City and GE Energy will need to agree upon the format). Provide as much detail as possible. • Submit to GE Energy • GE Energy logs and reviews the request • Return Change Request Form to the City with analysis and assessment, including cost and delivery impact to the project. • The City must approve the change order request by signing and returning the form to GE Energy; faxing a signed change order is acceptable. • GE Energy will schedule the change in the project plan. GE Energy Proposal Scope of Work Page-49 2do—= If provided by customer ��lt> sequential number from lop !f dMerent from above origination date' person who originated CR target decision date k", a request receipt dote change d GE person responsible for CR to customer acknowledged ORMUZ A-V�QGUAL' U* V Wl rii ilit' '01A INK Internal or Customer Indicate HighlMadlurnAow Change Request Description: Insert the description of the project change requirements as provided by the Change Originator and GE Change Owner. In addition, an overview of the business case/beneflis/reasons6ustification for the changes requested. Insert the description of the proposed resolution of the requirements, which forms the basis of the detailed impact analysis. Where more than one possible resolution, supporting documentation should be provided documenting the alternatives and the recommendation on which the impact analysis is based. Alternative impact analyses may be required in some instances. Where the resolution to the change requirements Is unknown, the Impact analysis may relate to further Investigation required prior to documenting the alternatives and the recommendation for a hill Impact analysis. Risks Resulting from or Mitigated by the Change Request: Insert a description of any now Internal or external risks resulting from or mitigated by the changes requested herein being Implemented or not being Implemented. Note: If any now risks arise from this change request or are mitigated or updated by it, the GE Risk Management Procedure must be followed. Issues Resulting from or Closed by the Change Request: Insert a description of the any now Internal or external Issues resulting from or closed by the changes requested herein being implemented or not implemented. Note: If any new Issues arise from this change request or are closed or updated by It, the GE Issue Management Procedure must be followed. Supporting Documentation: Add any documentation references, which may substantiate this change. Where Change Request Type Is "Customer", Include supporting Customer documentation, WI-11 `Malw,il A-0 A . . . . . . . . . . . Total cost to Implement --; W G, ="-tt#V"4 to GE Project Board: Date: change Schedule Impact due to GE Project Manager: Date: Change ate change to be <Customer Name> Project Manager: Date: Implemented ;Specify date change req uest was cancelled 6 "MO."—ffiI M Specifydate change <Customer Nam9> Project Manager: Date: I ' requestwas closed Page-50 City of Lubbock Phase 1- Project Initiation, Requirements Analysis and Preliminary Design Task: Phase Planning $ 5,567 Task: Project Initiation and Planning $ 7,422 Task: City of Lubbock Project Team Orientation Training $ 5,567 Phase 2 - Design Task: Data Model Workshop Task: GIS and SIAS Configuration Workshop Task: Define GIS Interfaces Task: Design Manager Configuration Workshop Task: PowerOn Configuration Workshop Part 1- Product Demonstration/Business Process Analysis Task: PowerOn Configuration Workshop Part 2 - Defining PowerOn Configurations and PowerOn Interfaces Task: System Architecture Workshop Task: Viryonet MWFM Configuration Workshop 16,700 11,133 11,133 16,700 11,133 11,133 12,989 64,944 Phase 1 Milestones Project Initiation/Mobilization Fee $ Phase 1 Project Initiation and Training complete $ Phase 2 Milestones Phase 2 - Data Model, GIS and SIAS Configuration and Interfaces Design Documents Complete $ Phase 2 - Design Manager Configuration/Design Doucments complete $ Phase 2 - PowerOn Configuration/Design Documents Complete $ Phase 2 - System Architecture Document Complete $ Phase 2 - Field Force Automation Configuration/Design Doucments Complete $ Data migration Activities: Workshop, Data Model Review and Migration Mapping Matrix Complete $ Phase 3 Milestones Data Model, Core GIS, SIAS and associated Interfaces Unit Test Complete $ PowerOn Functionality and associated Interfaces Unit Test Complete $ Design Manager and associated interfaces Unit Test Complete $ 72,761.00 20,000.00 40,000.00 17,000.00 24.000.00 14,000.00 70,000.00 48,000.00 80,000.00 120,000,00 70,000.00 GE Energy Page f of 4 City of Lubbock Phase 3 — Development Task: Phase Planning $ 3,711 Task: Establish Project Infrastructure $ 3,711 Task: Development Preparation $ 7,422 Task: Data Model Development $ 11,133 Task: Core GIS and SIAS Configuration $ 16.700 Task: GIS Style Functional Unit $ 3,711 Task: GIS Plotting Functional Unit Development $ 11,133 Task: GIS Interfaces Functional Unit Development $ 83,555 Task: PowerOn to CIS Interface Functional Unit Development $ 7,422 Task: PowerOn GIS Integration Development $ 18,555 Task: PowerOn Configuration Development $ 27,833 Task: PowerOn Interface Functional Unit Development $ 27,833 Task: PowerOn Archive Implementation $ 9,278 Task: PowerOn Management Reporting $ 18,555 Task: Design Manager Software Configuration Functional Unit Development $ 46,389 Task: Compatible Unit "CU" Conversion $ 11,133 Task: Compatible Unit "CU" to Design Layout Tool Association $ 11,133 ViryaNet FFA and associated interfaces Unit Test Complete $ 220,000.00 Data Migration/Translator System Development and Unit Tested Complete $ 120,000.00 Phase 4 Milestones System Test Complete - GIS and SIAS $ 20,000.00 System Test Complete - Design Manager $ 35,000,00 System Test Complete - Power On $ 35,000.00 System Test Complete - Field Force Automation $ 30,000.00 System Integration Test Complete - GIS and SIAS $ 10,000.00 System Integration Test Complete - Design Manager $ 15,000.00 System Integration Test Complete - PowerOn $ 20,000.00 System Integration Test Complete - Field Force Automation $ 35,000.00 Application Integration Test Complete - GIS and SIAS $ 15,000,00 Application Integration Test Complete - Design Manager $ 15,000.00 Application Integration Test Complete - PowerOn $ 15,000.00 Application Integration Test Complete - Field Force Automation $ 20,000.00 Acceptance Test Complete - GIS and SIAS $ 12,000.00 Acceptance Test Complete - Design Manager $ 15,000.00 Acceptance Test Complete - PowerOn $ 15,000.00 GE Energy Page 2 of 4 City of Lubbock Task: Viryanet MWFM Configuration and Customization Functional Unit Development $ 189,729 Phase 4 - Testing Task: Phase Planning $ 11,133 Task: Testing Preparation (all applications) $ 5,567 Task: Develop Test Data (all applications) $ 3,711 Task: System Testing (all applications) $ 92,777 Task: System Integration Testing (all applications) $ 74,222 Task: Application and Interface Acceptance Testing (all applicc $ 55,666 Task: System Administration, Performance, and Scalability Testing (all applications) $ 55,666 Task: Regression Testing (all applications) $ 37,111 Phase 5 - Deployment (all applications) Task: Deployment Phase Planning $ 3,711 Task: Training (ail applications) $ 27,833 Task: Production Deployment (all applications) $ 27,833 Task: System Cutover (all applications) $ 7,886 Phase 6- Production Support (all applications) $ 7,422 Task: Project Management $ 134,527 Data Migration Acceptance Test Complete - Field Force Automation $ 20,000.00 Regression Test Complete - GIS and SIAS $ 10,000.00 Regression Test Complete - Design Manager $ 10,000.00 Regression Test Complete - PowerOn $ 15,000.00 Regression Test Complete - Field Force Automation $ 10,000.00 Data Migration Tools Pilot and Prototype Tests Complete $ 40,000.00 Data Migration Tools Throughput Test Complete $ 20,000.00 Phase 5 Milestone Training the Trainer Complete $ 30,000.00 Production Data Migration Complete $ 25,000.00 Production Deployment - GIS, SIAS PowerOn and Design $ 10,000.00 Production Deployment - Field Force Automation $ 15,000.00 Phase 6 Milestone 2-Weeks Production Support Complete $ 8,375.00 TOTAL $ 1,436,136.00 GE Energy Page 3 of 4 City of Lubbock Task - Data Migration Workshop Task - Data Model Review Task - Create Data Migration Matrix Task - Develop Translation System Architecture Task - Development of Translator Task - Translator Testing Cycles - Prototype and Pilot Phases Task - Production Preparation - Throughput Testing and Release of Production Translation Tools Task - Production Data Conversion, and Rollout Note: These breakout prices are provided to the City of Lubbock for administrative purposes only. These breakout prices are not for purchase of any individual item at exclusion of others. $ 14,844 $ 9,278 $ 11,133 $ 18,555 $ 55,666 37,111 9,278 51,847 GE Energy Page 4 of 4 City of Lubbock r' �� #Fr 1��! 't��� 4MC'r�� "} `' ;���� •�I�M� T 2�� b�5'�� rtr�IrPr61"t tt nts.w . Lubbock Utility Software System Implementation CushCllan ll Nt/ tiE Chem a Willi P1:: ' w C001 G_ jest Ntim _ Lubbock UtIII Software S tam Im Iomentation tY Ys P �w- CAenge ee[_." 02Jtt/2006 gl0ftg� OrlgllratL` 3 The City of Lubbock taectel4nAegU1 03/30/2006 C ProjectMslin gei• Carlos Sanabria x „ , • ,: �> . G Cltitrt a /tfwkttowfed}jtlrt(611t '� °' F� "' 02/22I2006 Carlos Sanabrla C 9046 RegtteetTypOt Customer tTrEe�May Lb H/IYjIL High Amendment Description: Per the City Of Lubbock's request, GE has analyzed the possibility of replacing the MapQuest subscription with a customized interface for FFA to Smallworld GIS and the City of Lubbock's land base data, for the purpose of providing the geocoding, routing, and mapping functionality required by FFA. Benefits to the City of Lubbock: Using the City of Lubbock's land base data, which will reside in Smallworld, provides the City of Lubbock with ownership and better control of their geocoding, routing and mapping data. The City of Lubbock will not have to incur the annual MapQuest subscriptions costs. Assumptions: The land base data owned by the City of Lubbock will contain data that is accurate for purposes of geocoding, routing and mapping. Land base data will be maintained by the City of Lubbock. Final decision of whether to use MagQuest or Smallworld needs to be made prior to the development/configuration phase of the FFA software in order to be tested in conjunction with the rest of the system. If the decision is made at a later point in time, additional effort would be required for re -testing related components of the system, Risks Resulting from or Mitigated by the Additional Scope: Implementing the Smallworld solution is heavily dependent on Lubbock's land base data model and data. Therefore the accuracy of routing depends on and expects that all data needed for routing will be correctly topologically connected. Additionally, routes can only be valid drivable routes if the land base includes information such as one-way streets, on/off ramps, etc. This change of scope does not include effort to make sure that the land data is complete for routing. The City of Lubbock feels that Implementing the MapQuest solution will not provide the City of Lubbock with current geographical information in order to optimize and dispatch orders to areas unknown to MapQuest (i.e., alleys, new sub -divisions, etc). Issues Resulting from or Closed by the Additional Scope: Using the Smallworld solution requires SIAS for the purpose of mapping and routing. The current hardware configuration recommended by GE does not include any additional hardware for SIAS to support the volume of calls to be processed by FFA. However, GE believes that the City of Lubbock may be able to support the current infrastructure (volume or calls, number of users) with the hardware already recommended. As part of this new scope of work, GE has included time to evaluate the SIAS hardware requirements based on the volume of calls to be processed in the next few years. Additional hardware and SIAS licenses may be required in future years. Supporting Documentation: Im A 81yti is Sufnmat�r , / Op Val SlOnatl 6C`01, , p � y r Y, -- J y€� ."ATM ProjeptImpacts ' -. ' $40,000 + $24,375 (from GE Project Board: Date: : MapQuest License) .�7 y CHANGE REQUEST & IMPACT ANALYSIS FORMS The end date of the GE Project Manager: Date: project extends out by four weeks TbIitillffementetiotw _ ..........' Depends upon the start City of Lubbock Project Manager: Date: g date of the project . ni 'Clah ., ' * s sd ... ++ ., e«"'�s .�� e.. '�• .'�Y r ,.k,- C>dince�i�ttan�- l�tJ��3�acd�ptaiitc"� 1 City of Lubbock Project Manager: Date: "UNCONTROLLED COPY IF PRINTED" 0 Copyright 2006 GE Power Systems TERMS AND CONDITIONS FOR SUPPORT SERVICES NOTICE — Licensor's providing of Support Services is expressly conditioned on Licensee's assent to these Terms and Conditions for Support Services ("Terms and Conditions"). Any additional or different terms proposed by Licensee are expressly objected to and will not be binding upon Licensor unless agreed to in writing by Licensor. Any order to perform Support Services and Licensor's performance of any Support Services shall constitute assent to these Terms and Conditions. 1. Definitions Unless otherwise agreed to by Licensor, the following terms shall mean: "Documentation" means all associated material, including all printed material and on-line or electronic documentation (excluding training materials) referencing Hardware and/or Software. "Hardware" means any computer equipment provided by Licensor under separate agreement upon which the Software is licensed to operate. "License" means the separate license agreement under which Licensor licenses Software to Licensee. "Licensee" means the entity to which Licensor has licensed Software and is providing support services hereunder. "Licensor" means the entity licensing the Software and providing support services hereunder, either itself or through its designee. "Software" means the proprietary computer software and software security devices provided by Licensor under the License, as well as any enhancements or updates provided hereunder. "Support Charges" means the fees to be paid by Licensee for the receipt of Support Services hereunder. "Support Services" means the maintenance and support services to be provided by Licensor hereunder. "System", as used herein, means the combination of both Software and Services, when provided by Licensor. 2. Support Services 2.1 Licensor provides Support Services in accordance with one or more documents with titles such as Guide to Support Services and/or Support Guide ("Guide(s)"). The current Guide(s) applicable to Software licensed by Licensee as of the date of these Terms and Conditions is (are) appended hereto as an attachment(s). Licensor reserves the right, in its sole discretion, to make changes in the Guide(s) from time to time, provided that any such changes do not materially decrease the level of Support Services provided to Licensee hereunder. 2.2 The provision of Support Services for certain Software, e.g., SmallworldTm Software, may be limited by "class" of Software. Classes of Software and availability of full, limited, or no Support Services, are defined in the applicable Guide(s). 2.3 Unless otherwise agreed in writing by Licensor, Hardware provided by Licensor is not supported under these Terms and Conditions. 3. Levels of Support Services Support Services are provided on the most current version of supported Software (includes release updates, program maintenance, and reasonable telephone support) and previous releases as set forth in the applicable Guide(s). 4. Licensee Obligations Where any supported Software is part of a System provided by Licensor, in addition to any obligations set forth in the applicable Guide(s), Licensee shall further ensure that: 4.1 Proper environmental conditions are maintained for any System and associated Hardware is maintained in good condition, including, but not limited to, the cables and fittings associated therewith and the electricity supply thereto. 4.2 The System is kept and operated in a proper and prudent manner in accordance with the Licensor's (and/or Hardware manufacturer's) Documentation and only competent, trained Licensee employees (or persons under their supervision) are allowed to operate the System. 4.3 If on -site Support Services are applicable, the Licensor (or its designee) is provided with full and safe access to the site of installation for purposes of providing Support Services, and Licensor is provided with adequate working space for the use of Licensor personnel, plus such facilities as may be reasonably requested from time to time by Licensor for the storage and safekeeping of test equipment and spare parts. 4.4 Licensor is provided with telecommunication facilities as are reasonably required for testing and diagnostic purposes at Licensee's expense. 4.5 Licensee keeps full backup copies of its programs, databases, and computer records in a secure place and in accordance with best computing practices. 5. Terms and Termination Support Services shall (a) commence upon that date(s) specified in one or more attachments hereto ("Commencement Date") and (b) extend for an initial term as specified in such attachments ("Initial Term"). Forty-five (45) calendar days prior to the end of the Initial Term (and each agreed to subsequent term, if any), Licensor shall notify Licensee of the pending renewal term at which time Licensee shall within thirty (30) calendar days notify Licensee of its Support Services Ts & Cs 1 Rev Aug 2004 desire to renew for an additional year or terminate this Agreement. Licensee's failure to provide such notice of renewal within the time stated above shall be considered terminated for Licensee's convenience unless sooner terminated as set forth in clauses 5.1 and 5.2 herein. : 5.1 Licensee may terminate Support Services upon ninety (90) days written notice to Licensor. Licensee's termination of the Support Services hereunder shall release Licensor from any further obligation under these Terms and Conditions. Licensee will retain the right to continue use of the Software as per the terms of the License (provided Licensee is not in breach of its terms). Notwithstanding anything contained herein to the contrary, if Licensee terminates Support Services prior to the expiration of the then -current term for any reason other than Licensor's material breach of its obligations hereunder, then Licensee shall not be entitled to any refund of any prepaid Support Charges for said term. Further, should Licensee's Initial Term be for multiple years (a long-term maintenance agreement or "LTMA"), termination prior to expiration of such LTMA Initial Term shall entitle Licensor to charge and Licensee to pay a cancellation charge, all as set forth in one or more attachments hereto. 5.2 Licensor may terminate the Support Services (a) if Licensee commits a material breach of these Terms and Conditions or the License and such breach remains uncured thirty (30) days after written notice of such breach is delivered to Licensee, including, without limitation, the failure to pay any amounts due; or (b) immediately if Licensee becomes insolvent, makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor's moratorium or similar laws. 6. Pricing and Payment Terms 6.1 Charges for Support Services for the Initial Term, are billed in advance on the Commencement Date or on the date set forth in one or more attachments hereto, whichever occurs later ("Support Charges") and subsequently on each Renewal Date as applicable. Support Charges for subsequently licensed Software shall commence, for each particular license, on the first day of the month following that date such additional Software license keys are provided to Licensee by Licensor, prorated to coincide with the next Renewal Date. 6.2 After the Initial Term, Licensor shall be entitled to increase the Support Charges in accordance with (a) any change in Licensor's standard scale of charges, (b) movements in the Consumer Price Index or Retail Price Index, or (c) movements in the U.S. dollar exchange rate (if applicable), by giving to Licensee not less than ninety (90) days written notice prior to any Renewal Date. Notwithstanding the foregoing, Licensor shall be entitled to immediately increase the Support Charges by an amount not to exceed 3% per year, in its sole discretion, if Licensee relocates the Software to an equipment location different from where the Software was originally installed. 6.3 Prices do not include, and Licensee is responsible for, all taxes, duties, fees, or other charges of any nature (other than taxes imposed on Licensor's net income) imposed by any government authority related to the Support Services provided hereunder. If Licensee deducts or withholds taxes for which Licensor is responsible, Licensee shall furnish within one (1) month to Licensor accurate official receipts from the appropriate governmental authority for each such deducted or withheld tax. 6.4 Unless otherwise set forth in one or more attachments hereto, Licensee agrees to make all undisputed payments to Licensor within forty- five (45) days from Licensor's invoice date. For purposes of these Terms and Conditions, "undisputed" means Licensee has no reasonable objection to a Licensor's invoice and has not given Licensor notice of dispute within 15 days from Licensee's receipt of such invoice. Any invoice not disputed within such 15-day period shall be considered undisputed. 6.5 In addition to the Support Charges, Licensee agrees to pay time and material charges, plus reasonable travel, lodging, meal expenses or any other expenses, for any extended technical support beyond the scope of the applicable Support Services, as further detailed in the then - current Guide(s). Such additional expenses shall include, but not be limited to, technical support for on -site service or attending to a problem caused by incorrect Licensee data, incorrect Licensee usage, and/or Licensee modifications to the Software. 6.6 Licensee agrees to pay a monthly late payment charge computed at the rate of one and one-half percent (1.5%), or the maximum interest rate permitted by applicable law, whichever is less, on any past -due amount for each calendar month (or fraction thereof) that such payment is overdue and all costs of Licensor collection efforts including reasonable attorney's fees. 6.7 Upon termination as provided herein, Licensee shall have thirty (30) days from Licensor's invoice date to pay any amounts due and payable to Licensor up to, and including, the date of termination. Licensee's obligations to pay amounts owed shall survive termination. Support Services Ts & Cs 2 Rev Aug 2004 6.8 Should Licensee wish to reinstate terminated Support Services, the Support Services may be reinstated by paying Licensor an amount equal to one and one-half (1-1/2) times the elapsed Support Charges or by relicensing the Software at Licensor's then current license fee. 7. Warranty and Limitation of Liability; Indemniflcation 7.1 Licensor represents and warrants that Support Services will be performed in a competent and diligent manner. 7.2 Licensor's sole liability and Licensee's sole remedy for any failure of Licensor to provide Support Services is (a) for Licensor to use commercially reasonable efforts to fix or resolve material programming Errors (where "Error" is defined as a problem caused by an incorrect operation of the unmodified computer code in the Software or an incorrect statement or diagram in the Documentation that produces incorrect results) so as to restore the Software to material conformance with the Documentation, or (b) for Licensee to terminate its receipt of Support Services and receive a refund of the portion of the Support Charges allocable to the period following the termination date. 7.3 Licensor is not liable for and is not required to perform Support Services with respect to problems caused by third party products not provided by Licensor or any Software that has been altered or modified by anyone other than Licensor. 7.4 This Section 7 sets forth the exclusive remedies for all claims based on failure of or defect in the Support Services, whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence)/extracontractual liability, strict liability or otherwise. The foregoing warranties are exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied or statutory. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. 7.5 The total liability of Licensor, on all claims of any kind (excluding claims for death or bodily injury), whether in contract, warranty, indemnity, tort (including negligence)/extracontractual liability, strict liability, or otherwise, arising out of or relating to the subject matter hereof, shall not exceed the Support Charges paid for the then - current annual term. 7.6 In no event, whether as a result of breach of contract, warranty, tort (including negligence)lextracontractual liability, strict liability, indemnity, or otherwise, shall Licensor be liable for loss of profits or revenues, loss of use of products or services, interruption of business, cost of capital, or for any special, consequential, incidental, indirect, punitive, or exemplary damages. 7.7 SUBJECT TO THE LIMITATIONS IN CLAUSE 7.6, LICENSOR SHALL BE LIABLE TO AND INDEMNIFY LICENSEE, ITS EMPLOYEES, ELECTED OFFICIALS AND ITS SUBCONTRACTORS (EACH AN "INDEMNIFIED PARTY") FOR ANY INJURIES TO THIRD PARTIES OR DAMAGE TO THIRD PARTY PROPERTY, AND, AT ITS EXPENSE, SHALL DEFEND AND HOLD THE INDEMNIFIED PARTY HARMLESS AGAINST AND FROM ANY CLAIMS RAISED BY A THIRD PARTY ARISING IN CONNECTION WITH THIS CONTRACT TO THE EXTENT THEY ARE CAUSED BY THE NEGLIGENCE OR WILFUL MISCONDUCT OF LICENSOR OR ITS EMPLOYEES OR SUBCONTRACTORS. 7.8 For the purposes of this Section 7, the term "Licensor" shall mean Licensor, its affiliates, and their successors or assigns. 8. Confidentiality 8.1 In connection with the Support Services, Licensor and Licensee (as to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving Party") with Confidential Information. "Confidential Information" as used herein means (a) all pricing information, (b) all terms for Support Services, and (c) all information that is designated in writing as "confidential" or "proprietary" by the Disclosing Party at the time of written disclosure or, within 10 days after oral disclosure, by label, stamp, or other written communication. The obligations of this Section 8 shall not apply as to any portion of Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its representatives, or its affiliates; (ii) is or becomes available to the Receiving Party or its representatives or affiliates on a non -confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party's knowledge, subject to a confidentiality obligation to the Disclosing Party; (Ili) is independently developed by the Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by order of a competent court or governmental agency; or (v) is approved for disclosure in writing by an authorized representative of the Disclosing Party. 8.2 The Receiving Party agrees: (i) to use the Confidential Information only in connection with the Support Services and/or permitted use(s) of Software, and (ii) to take reasonable measures to prevent disclosure of the Confidential Information, except to its employees or agents who have a need to know in order to perform its Support Services Ts & Cs 3 Rev Aug 2004 obligations hereunder and/or use the Software. The Receiving Party agrees to advise any recipient of such Confidential Information of the terms and conditions of this Section and to take reasonable steps to ensure compliance. 8.3 If either party or any of its affiliates or representatives is required by legal process (including the Open Records Act to which Licensee is subject) to disclose any Confidential Information, such party agrees to provide the Disclosing Party with prompt notice, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order or waive the Receiving Party's compliance with the provisions of this Section 8. 8.4 Nothing herein shall be construed as granting to the Receiving Party any license under any invention, patent, trademark, or copyright now or hereinafter owned or controlled by the Disclosing Party. 8.5 Licensee shall not disclose Confidential Information to Licensor in connection with performance hereunder unless it is required to do so to enable Licensor to perform work hereunder. If Licensee does disclose Confidential Information, Licensee warrants that it has the right to disclose such information. 9. Notices All notices under these Terms and Conditions shall be effective when sent by overnight courier or certified government mail, postage prepaid, to the Parties at the addresses set forth below. Either Party may change its address by giving written notice of such change of address to the other Party. For Licensor: Contracts Department GE Energy 2000 South Colorado Boulevard, Suite 2- 1100 Denver, CO 80222 Phone: +1.303.779.6980 Fax: +1.303.779.1051 For Licensee: Director of Information Technology Director of Water Utilities Director of Lubbock Power 8 Light Director of Solid Waste Phone: (806)775-2355 (806)775-2989 (806)775-2584 (806)775-2486 Fax: (806)775-3033 (806)775-3027 (806)775-3590 (806)775-3013 10. Multiple Attachments; Entire Agreement 10.1 Licensee's signature on these Terms and Conditions indicates acceptance of the provisions herein and in any appended attachments and/or exhibits. 10.2 The provisions of this these Terms and Conditions, plus its attachments and exhibits, constitute the entire agreement and supersede all prior agreements, whether oral or written, related to the Support Services. No amendment or modification of any provision of these Terms and Conditions will be effective unless such is in writing and is executed by both Parties hereto. 11. Headings; Counterparts Headings of particular Sections are inserted only for convenience and are not to be used to define, limit, or construe the scope of any term or provision of these Terms and Conditions. 12. Precedence of Terms and Conditions Notwithstanding the content of any Licensee purchase order or any other document or records, whether in writing or electronic, relating to the subject matter hereof, the terms of these Terms and Conditions shall govern and take precedence; any conflicting, inconsistent, or additional terms contained in such other documents shall be null and void. 13. Survival Any and all provisions or obligations contained in these Terms and Conditions or its attachments which by their nature or effect are required or intended to be observed, kept, or performed after termination of Support Services will survive such termination and will remain binding upon and for the benefit of the parties and their permitted successors (including, without limitation, successors by merger) including, but not limited to, those provisions and obligations relating to confidentiality and protection of Licensor's intellectual property rights. 14. Independent Contractor Both parties are acting as independent contractors. Personnel supplied by either party hereunder are not personnel or agents of the other. Each party will remain responsible for the withholding and payment of all federal state, and local personal income, wage, earnings, occupation, social security, worker's compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) attributable to that Party, its employees, and its contractors. 15. Parties Bound By Agreement, Successors and Assigns 15.1 The delegation or assignment by Licensee of any or all of its duties or rights hereunder without Licensors prior written consent shall be void, provided Licensee may assign this agreement in whole or in part to any Support Services Ts & Cs 4 Rev Aug 2004 direct or indirect affiliate or subsidiary or any successor in interest through merger or consolidation without the Licensor's written consent, provided that Licensee provides written notice to Licensor of any assignment prior to such assignment. 15.2 Licensor may assign or novate its rights and obligations hereunder, in part or in whole, to any entity directly or indirectly controlling, controlled by, or under common control with Licensor without Licensee's consent. Licensee agrees to execute such documents as may be necessary to effect the assignment or novation. 16. Excusable Events Licensor shall not be liable nor in breach or default of its obligations hereunder to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer's suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. 17. General terms 17.1 During the term of the Contract, Seller shall maintain the following insurance coverage: (a) Worker's Compensation and any other statutory insurance required by law with respect to work related injuries or disease of employees of Seller applicable to Seller's employees in such form(s) and amount(s) as required by all applicable laws; and (b) Commercial General Liability insurance for Seller's protection, in broad form including coverage for liability assumed under the Contract, providing coverage for bodily injury and property damage with a combined single limit of not less than US $5,000,000 cumulative total of underlying and excess coverages. Such insurance shall: (i) acknowledge Buyer and its officers, elected officials, agents, and employees additional insured as required by this Contract, but only to the extent that the Buyer is held liable for the negligence or other culpability of Seller. No coverage is provided for liability arising out of the Buyer's own negligence; (H) limited to the indemnification obligations contained in Section 18.1 (Indemnification), waive all rights of subrogation against Buyer and its respective officers, elected officials, agents, and employees, as well Buyer's other contractors and subcontractors; and (iii) provide that the policy shall not be canceled or changed without thirty (30) days' advance written notice to Buyer of such cancellation or change. Suppod Services Ts & Cs Prior to commencement of any work under this Contract, Seller shall deliver to Buyer a certificate of insurance showing that the foregoing insurance is in full force and effect. 17.2 Any claim, legal action or proceeding involving a Licensee having its pertinent place of business in the U.S. arising out of or in connection with Support Services, shall be brought in the U.S. District Court for the appropriate District of Texas, or in the event that court lacks jurisdiction to hear the claim, in the appropriate state courts of Lubbock County, Texas, and the parties irrevocably consent to the exclusive jurisdiction of such courts in respect of all such claims. Each party hereby submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to its respective person and property, and irrevocably consents to the service of process in connection with any such action or proceeding by personal delivery to the party or by the mailing thereof by registered or certified mail, postage prepaid to the other parry at the address for the party. 17.3 The validity, performance and all matters relating to the interpretation and effect of these Terris and Conditions and Support Services shall be construed and interpreted in accordance with the laws of the State of Texas, U.S. 17.4 If any provision of these Terms and Conditions is found to be void or unenforceable the remainder of these Terms and Conditions shall not be affected and the parties hereby agree that they will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and which is valid and enforceable. 17.5 No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of these Terms and Conditions. GE ENERGY MA M ICES, INC. By: Name: Title: Date:�� CITY of By: Lussoc Name: Marc cDou al Title: Mayor Date: ATfSST; 4 Rebe�ca Garza tom} City Secretary Rev Aug 2004 GE Energy Management S ' es, Inc. BY Linda Bischoff, Site L a r 2000 S. Colorado Blvd., Suite 2-1100 Denver, CO 80222 Address APPROVED AS TO CONTENT: Dale Stephens Electric Distribution Superintendent APPROVED AS TO CONTENT: �- ��- �! �� .a-� Sherry Stephens Chief Operating Officer Water Utilities LUBBOCK POWER & LIGHT (OWNER) TZ- R. Collier / Chairman Electric Utility Board ATTEST: Q0 ebe ca Garza City Secretary P • .'t��,T ►`sib'' - r APPROVED AS TO CONTENT: Mark earw od 61 Dire r Information Services Support Services Ts & Cs 6 Rev Aug 2004 ATTACHMENT 1 — SUPPORT CHARGES/TERM ATTACHMENT 1 — SUPPORT CHARGES/TERM (SMALLWORLD) Annual Support Charges shall be as set forth in Exhibit A to the Software License Addendum to the Terms and Conditions for Sale and Lease of Products and Services to be signed concurrently with this Agreement. Support Charges for the Initial Term and for each annual renewal term are billed in advance, payable to Licensor. To the extent an undeployed license is later deployed, the applicable Support Charges shall be adjusted on a prorata basis. Any increase in the applicable Support Charges shall commence on the first day of the month following the date of deployment. For purposes hereof a license shall be considered "deployed" when Licensee activates it for use. THIRD -PARTY PRODUCTS -- By quotation COMMENCEMENT DATE/INITIAL TERM: Upon Software Delivery/One Year COMMENCEMENT OF SUPPORT CHAR( Upon Software Delivery Suppod Smices Ts & Cs 7 R" Aug 2004 ATTACHMENT 2 — GUIDE Subject to Clause 2.1 in this Agreement, the current Global Guide to Support is automatically appended hereto by this reference. Support Services Ts & Cs 8 Rev Aug 2004 4P GE Energy Customer Service Global Guide to Support Services SmallworldTm Software February 2005 Version 4.5 © 2005 General Electric Company. All Rights Reserved. Table of Contents 1 The Standard Support Plan...................................................................................... 3 1.1 Communications Channels..............................................................................3 1.1.1 Customer Service Contacts.................................................................3 1.1.2 Licensee Contacts............................................................................... 3 1.2 Help Desk Technical Support ..........................................................................4 1.2.1 Hours of Operation..............................................................................4 1.2.2 Service Definition.................................................................................4 1.2.3 Billable Support Services..................................................................... 5 1.2.4 Problem Severity Levels......................................................................6 1.2.5 Response Times..................................................................................7 1.2.6 Escalation Procedures.........................................................................8 1.3 On -Site Technical Support .............................................................................. 9 1.3.1 Motivating Circumstances...................................................................9 1.3.2 The Decision -Making Process.............................................................9 1.3.3 Detailed Considerations......................................................................9 1.4 Web -Based Online Technical Support ..........................................................11 1.5 Licensee Responsibilities..............................................................................12 1.6 Product Release Services.............................................................................13 1.6.1 Evaluation Releases..........................................................................13 1.6.2 Beta Releases...................................................................................14 1.7 Software Product Documentation..................................................................14 1.8 Distribution of Patches...................................................................................15 1.9 Distribution of Software Media.......................................................................15 1.10 Distribution of Software License Keys ...................................... ..................15 1.11 Product Enhancement Request Processing..................................................15 1.12 Bug Report Processing.................................................................................16 1.12.1 Bug Report Feedback........................................................................16 1.12.2 Severity Definitions............................................................................17 1.13 User Group Meetings....................................................................................17 2 The Premier Support Plan......................................................................................19 2.1 24x7 Emergency Mission Service (EMS)......................................................19 2.2 Fast -Response Help Desk Technical Support ..............................................20 2.2.1 • Extended Hours of Operation............................................................ 20 2.2.2 Extended Service Definition..............................................................21 2.2.3 Billable Support Services...................................................................21 2.2.4 Problem Severity Levels...................................................................21 2.2.5 Fast -Response Times....................................................................... 22 2.2.6 Escalation Procedures.......................................................................22 2.3 Priority Call Processing................................................................................22 2.4 Licensee Responsibilities.............................................................................. 22 2.5 Distribution of Software Media.......................................................................23 2.6 Distribution of Patches...................................................................................23 2.7 Operational Readiness Review Program......................................................23 2.8 Technical Alert Notification............................................................................24 Customer Service — Global Guide to Support Services (Smallworldm Software) — Version 4.5 2.9 Management Call Reporting.......................................................................... 24 3 Customer Service Price List.................................................................................. 25 3.1 Billable Support Services..............................................................................25 3.1.1 Labor Rates for Time & Materials for Telephone Support ................. 25 3.1.2 Labor Rates for Time & Materials for On -Site Support ...................... 25 3.2 Additional Distribution Media Prices..............................................................26 Appendix A Software Product Classifications.............................................................. 27 ClassA Products....................................................................................................... 27 ClassB Products.......................................................................................................27 ClassC Products...................................................................................................... 27 ClassD Products...................................................................................................... 27 Appendix B Regional Specific Services & Service Levels ........................................... 29 B.1 Regional Communications Channels............................................................ 29 B.2 Customer Service Web-Site.......................................................................... 31 B.3 Regional Help Desk — Standard Support Plan Hours of Operation ............... 31 BA The Standard Support Plan........................................................................... 32 B.5 The Premier Support Plan............................................................................. 33 B.6 Regional Customer Service Billing Rates ...................................................... 34 B.7 Regional Shipping & Distribution Services .................................................... 34 B.8 Regional User Group Meetings..................................................................... 37 Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 I The Standard Support Plan As part of our commitment to maximize business benefits to Licensees through the effective use of Smallworld Software, Licensor provides a wide range of Software Support Services. This section describes the current Software Support Services provided to licensed users of Licensor's Software who have purchased the Standard Support Plan under the Terms and Conditions For Support Services. It defines the scope of the Software Support Services that are provided and establishes performance targets and service levels for their execution. The Standard Support Plan provides the following services: • Help Desk technical support • On -site technical support • Web -based online technical support • Product release services • Distribution of patches • Distribution of Software media • Distribution of Software license keys • Product enhancement request processing • Bug report processing • User group meetings Note: Availability of some services may vary by country/region. 1.1 Communications Channels Licensor believes that the establishment of clear, reliable, and efficient channels for communication is a fundamental requirement for the delivery of effective Software Support Services. 1.1.1 Customer Service Contacts 1.1.2 Licensee Contacts The approved communications channels for contacting Customer Service are outlined in Appendix B. From time to time, the Customer Service department may need to contact a Licensee (for example, to ship a new Software release). To facilitate Licensee contact, Licensor maintains a database of Licensee contact information. This database stores comprehensive contact information including telephone, and email data. It is important that this information be kept current and accurate. Customer Service — Global Guide to Support Services (Smallworldrm Software) — Version 4.5 3 A form for submitting new "Licensee contact update" information is provided on the Customer Service web page (where available). 1.2 Help Desk Technical Support 1.2.1 Hours of Operation 1.2.2 Service Definition The Customer Service Help Desk provides technical support on Software issues via the following approved communications channels: • Email • Telephone • Customer Service Web Site (where available) Please refer to Appendix B for details of the hours of operations of Licensor's Regional Customer Service Help Desks, as applicable to the region in which the Licensee has contracted with Licensor. The Help Desk service covers production releases of "Class A" Software. Support for a particular production release follows a three- phase lifecycle: full support, limited support, and expired support. These phases are described below: • "Full Support," as outlined by the policies and service levels in this document, is provided for the most recently released version of the Software (referred to as the current release). "Limited Support" will be provided for a period of one calendar year for the release immediately prior to the current release. Limited Support provides patches only for bugs with emergency or "S1- Urgent" status for which no workaround is available. Where a problem has been fixed in the current release, Licensees will be advised to upgrade to that release. • "Expired Support" occurs after the one-year window of Limited Support has elapsed. The ability to purchase additional copies of Software distribution media ceases at this time. Help Desk staff will help to solve problems when no research is necessary. However, the implementation of patches is excluded and, for complex or protracted problems, Licensees will be advised to upgrade to the current release. Alternatively, billable Help Desk support services can be provided. Refer to the Customer Service Web -Site, as specified in Appendix B.2, for specific information about the current support lifecycle status for "Class A" Software. Customer Service — Global Guide to Support Services (Smallworld m Software) — Version 4.5 4 Technical support is provided for Licensee activities involving the following topics, only to the extent that this cannot be reasonably understood from the documentation or the prompts in the Software: • Installation, operation, and configuration of Software • System administration of Software • License administration and installation • Licensor database administration • Supported external database interfaces • Supported plotter drivers • On -site problem diagnosis and resolution (where necessary) • Online (dial -up) troubleshooting (conditional) • Application development (conditional) • Supported operating systems (conditional) • Hardware and network configuration (conditional) With regard to "conditional" topics, Help Desk staff will provide assistance and direction wherever possible. However, for complex or protracted problems, Licensees will be advised to seek technical support from more appropriate channels such as the relevant hardware vendor, Licensor's consulting services, or a Licensor applications development partner. Alternatively, the Licensee may opt for separate, billable services from Customer Service. 1.2.3 Billable Support Services Extended technical support services that are not covered under the Standard Support Plan may be purchased at the labor rates outlined in the current Customer Service price list (see Section 3 of this document). The Regional Customer Service Manager must approve all such services in advance. Examples of chargeable service extensions include: On -site installation and configuration of new Software versions or releases Faults or issues arising from: • use of the Software other than substantially in accordance with its Documentation • use of the Software other than at the designated/approved site(s) • the modification or merger of the Software (in whole or in part) with any other software • failure of the Licensee to implement recommendations in respect of or solutions to faults previously advised by Licensor • any repair, adjustment, alteration or modification of the Software by any person other than Licensor or Licensor's authorized agents or sub -contractors without Licensor's consent Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 5 • use of the Software for a purpose for which it was not designed • use of the Software on or with programs not supplied by or approved in writing by Licensor • use of the Software on or with corrupt data, other than where corruption has been caused by the Software • any breach or claimed breach by the Licensee of the License • Situations where performance of Software Support Services is made more difficult or costly as a result of the Licensee failing to inform Licensor of a problem as soon as reasonably practicable • Extended support for superseded versions of "Class A" Software for which the one-year Limited Support window has expired. (Refer to the Customer Service Web -Site, as specified in Appendix B.2, for current product information.) • Any and all support for "Class B" and "Class C" Software. (See Appendix A for information on Software Classifications.) • Support for custom applications, service ware, and third - party software • Provision by Licensor of consultancy services to the Licensee • Hardware/Plotter problems (unrelated to any Licensor provided drivers) • Specification and configuration of Software and equipment for online (dial -up) troubleshooting • Application development (debugging, code design, etc.). • Data -modeling recommendations • Operating system support (configuration, etc.) • Hardware and network configuration (comprehensive advice) • On -site technical support unrelated to a Software Error • On -site software, hardware, or network configuration advice • Data salvage operations required as a result of a problem unrelated to a Software Error • All activities outside of the normal hours of Licensee's applicable regional Help Desk operation • All activities that should be reasonably understood from the documentation or from prompts in the Software 1.2.4 Problem Severity Levels All requests to the Help Desk should include one of the following severity levels ("Severity Level(s)"): S1- Urgent A catastrophic situation causing total system failure or unrecoverable data loss. Alternatively, an urgent question regarding a critical system issue and requiring prompt Help Desk advice. Customer Service — Global Guide to Support Services (Smallworld"" Software) — Version 4.5 6 1.2.5 Response Times S2 - Serious —A serious situation causing disruption to the normal operation of the system or a significant part thereof. Alternatively, an important question requiring prompt Help Desk advice. S3 - Minor —A non -critical situation or one for which a work- around has already been identified. S4 - General --A routine query requiring Help Desk advice. This section describes the target times within which Licensor aims to respond to Help Desk requests for each category of Severity Level described in Section 1.2.4 above. Our service goal is to meet these target times for 90% of all incoming requests. The "Initial Response Time" is the period between the initial receipt of the support request (through approved communications channels) and Licensor providing an acknowledgment. Additional information may be required before an appropriate course of action can be determined. The "Action Response Time" is the period between the initial response and Licensor delivering a plan of action to the originator of the request. This period includes investigation time and consideration of alternative courses of action to remedy to situation. The "On -Site Response Time" is the period between the mutual determination by Licensor and Licensee that an on -site Licensor presence is required to make further progress on the request and a Licensor employee actually arriving on site. (See Section 1.3 for further information.) The "Action" is a statement of action or advice given to resolve or work -around the reported problem. Any fixes to Software will be scheduled for inclusion in the next commercial release made 90 days or more after determining the solution. Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 7 Please refer to Appendix B for details of the response times and actions for Standard Support Plan problem Severity Levels. 1.2.6 Escalation Procedures This section describes the procedure used within Licensor for dealing with Help Desk requests and bug reports that have been escalated. Licensees may wish to escalate a Help Desk request or bug report for the following reasons: • The Help Desk's proposed Action or solution to a problem is unsatisfactory. • The reported Severity Level of a problem has changed. • The Help Desk staff has not provided a response within the stated Action Response Time. If a Licensee wishes to escalate a problem, they should contact the Help Desk to re -state the problem and state the reason for the escalation. The following escalation procedure will take effect: • The Help Desk staff will notify the Regional Customer Service Manager who will review the situation, assign the appropriate resources, assess whether resources from other groups are required, and request assistance from or escalate to other departments as necessary. • A proposed course of action will be communicated back to the Licensee. If the proposal is unsatisfactory, the Licensee's manager or supervisor should contact Licensor's applicable Regional Customer Service Manager directly. • The Regional Customer Service Manager will initiate discussions at a Licensor executive management level if a satisfactory agreement cannot be reached. The Help Desk staff will be kept informed of the escalation action taken in order to maintain communications with the Licensee through the correct channels. Customer Service — Global Guide to Support Services (Smallworld" Software) — Version 4.5 1.3 On -Site Technical Support The vast majority of technical support issues are successfully and promptly resolved by Licensor's Help Desk staff without the need to travel to the customer site. However, situations occasionally arise where on -site support is warranted. 1.3.1 Motivating Circumstances On -site support is generally only necessary in situations where specific problems cannot be reproduced or resolved remotely or where an "emergency" exists that is likely to be resolved more quickly on -site. Typical circumstances of such situations include: • Data -specific problems • Data -model specific problems • Interaction with third -party products • Integration with external systems • Platform- or vendor -specific problems • Configuration related problems (such as networks, servers, or protocols) 1.3.2 The Decision -Making Process Since either party (Licensee or the Licensee) could be the first to recognize the severity or urgency of a particular situation, the initial proposal to consider on -site support may come from either one. However, because of the various considerations involved, the decision to proceed with such a course of action is one that must be taken jointly by management of both parties. 1.3.3 Detailed Considerations There are a number of important factors that need to be considered before arriving at a decision to initiate on -site support. The Severity Level of the problem --One of the most important considerations in assessing whether on -site technical support is appropriate is the Severity Level of the problem. In an "emergency" situation, i.e., a "S 1— Urgent" Severity Level, where a production system is down or large numbers of users are idle, the case for on - site support is strong. However, even these extreme circumstances need to be viewed in conjunction with the other considerations listed here. The impact on the Licensee's business operations —Even if the production system is in operation and the majority of the users are able to work normally, the situation may be considered severe if important sub -systems are down. For example, if a localized system failure is impacting integrated systems or downstream processes. Customer Service — Global Guide to Support Services (Smallworldn" Software) — Version 4.5 9 The likelihood the situation is deteriorating —An example of a potentially severe situation is one where data integrity is threatened. Prompt on -site support might be appropriate to limit the seriousness and scope of the problem and to reduce the overall effort required to recover the situation. The likelihood of actually resolving the problem on -site —An important consideration is how beneficial on -site support is likely to be. There may be situations where on -site support, although an appealing option, may not resolve the problem more quickly. For example, when a Licensee is experiencing general system instability as a result of unreliable Licensee/server communications. In this case, the local hardware or networking environment is implicated. On -site support from Licensor is unlikely to help analyze or fix this type of problem. The likely impact on a Licensee's production systems --Consider the case where on -site support requires the affected systems be taken off-line to facilitate analysis, testing, or repair. In practice, this may not be feasible because of the negative impact of unplanned system downtime on user productivity and project schedules. After hours support may be an option, but the additional cost must also be taken into account. The availability of the Licensee's local technical staff —Whenever on -site support is being contemplated, the availability (after hours or otherwise) of appropriate local resources (such as IS staff, GIS developers, or DBA's) is an important consideration. The effectiveness of on -site support can be seriously compromised if the necessary local knowledge and authorizations are not accessible. The extent to which options for remote resolution have been exhausted —The first line of attack is remote support. It is much more efficient and cost-effective to solve problems without imposing travel overheads. Support engineers are more productive when they have ready access to the resources and facilities available in the Licensor's offices. The approach for a new problem is generally to analyze it together with any supporting information such as tracebacks or logs. If it cannot be solved at that point, the next step is to try to reproduce it in a generic (non -custom) product environment. If that is unsuccessful, the Licensee may be asked to run tracing or analysis code on their system to help isolate the problem. Another potential course of action is to ask the Licensee to send their code, data -model, and sample data, database, or database extract to Licensor's Help Desk staff for analysis. In non -emergency situations, on -site support is unlikely to be considered until the above steps have been followed and have failed to lead to the reproduction of the problem. The protracted nature of the problem —When a problem has been open for a long period of time and remote support procedures have not led to a resolution, on -site support may be appropriate. For Customer Service — Global Guide to Support Services (Smallworldr" Software) — Version 4.5 10 example, a protracted problem that has required repeated and lengthy cycles of analysis and tracing by the Licensee and subsequent interpretation and re -direction by Licensor Help Desk staff. The problem may be resolved more quickly if on -site support by Licensor staff could speed up the cycle of analysis and interpretation. The cost to the Licensee of on -site support Licensor's Terms and Conditions For Support Services require the Licensee to cover the cost of travel and accommodation for on -site technical support activities. This is obviously an important consideration in assessing the need for on -site support. The cost to Licensor of on -site support —Similarly for Licensor, the provision of on -site support is not without cost. This cost is primarily the cost of travel time and reduced employee productivity. The on -site response time —The issue of how quickly Licensor could arrange for on -site support must be considered. The On -Site Response Times are documented in this guide (Appendix B). These times may dictate that remote support be undertaken in the interim. 1.4 Web -Based Online Technical Support Note: Web -based online technical support may not be available in all countries/regions; please refer to Appendix B for information. In addition to the staffed Help Desk, a number of around -the -clock online services are provided via the Licensor's Customer Service web page. The full range of information and services currently available online are: • Current Guide to Support Services • Licensee feedback form • Licensee contact update form • Online support bulletins • Technical presentations • Software libraries • License key manufacturing requests • Media orders • Help Desk requests • Product enhancement requests • Bug report submissions • Training programs • Beta and test programs • Links to other support -related Web sites Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 11 1.5 Licensee Responsibilities For the satisfactory operation and maintenance of any complex software system, essential requirements are proper usage of the system by trained personnel, strict adherence to guidance provided by the software vendor, and the ready availability of competent, local (on -site) Licensee support staff with appropriate technical skills and experience. Therefore, for the provision of the Standard Support Plan, Licensor requires that the Licensee: • Ensure that the Software is used in a proper and skillful manner by competent and trained employees only in accordance with best computing practice and the terms of the License; • At all times comply with Licensor's instructions and advice in relation to the use of the Software; • Not permit, request or authorize anyone other than Licensor or its authorized agents or sub -contractors to provide any maintenance or support services in respect of the Software; • Allow Licensor's personnel or its authorized agents or sub- contractors full and free access to the site(s) as necessary, together with adequate working space and facilities (including, without limitation, heat, light, ventilation, electric current and outlets, computer runs, data preparation, office accommodation, core dumps, printouts, typing and photocopying) to enable Licensor to carry out its Software Support Services obligations; • Provide, where requested by Licensor, suitable secure remote online access (security to be determined by Licensee) to Licensee's system to enable Licensor to examine the operation of the Software and update or amend the same; • Notify Licensor as soon as reasonably practicable of any problem relating to the Software; and • Upon Licensor instructions, not use the Software or any part thereof while Licensor investigates a problem or call. Further, Licensor strongly recommends that Licensees maintain their own locally available support staff appropriately trained in the administration and use of the Software. Failure to do so may compromise the effective production use of Software, and will also severely limit the extent to which the Help Desk will be able to resolve problems. Licensor recommends that the Licensee: • Maintain one or more local employees trained to cover the following areas: Customer Service — Global Guide to Support Services (Smaliworldn" Software) — Version 4.5 12 — Software. — Software system and database administration. — Smallworld Magik programming. — Operating System administration for all platforms on which the Software and server software processes are run. — All software and hardware systems with which the Software communicates. • Ensure that fully trained local personnel are available as necessary to work with Help Desk personnel on identifying and resolving problems. • Ensure that local personnel familiar with all local customizations of Software are available as necessary. • Establish and maintain availability of telephone and email capabilities within a reasonable distance of the Software database server and Licensee systems. • Establish and maintain a robust and Licensor -approved backup and recovery process for the Software database(s) and other associated applications software and databases. • Establish and maintain a comprehensive, Licensor -approved disaster recovery plan for the Software database(s) and other associated applications software and databases as well as for all software and hardware systems with which the Licensor's Software communicate. • Establish and maintain reliable and accepted systems administration practices for the Software server and Licensee systems and for all LANIWAN systems on which they depend. 1.6 Product Release Services 1.6.1 Evaluation Releases Licensor offers services that are designed to give Licensees an early opportunity to work with forthcoming Software releases. These services help to ensure that user requirements for new Software are satisfied and that Licensor quality standards are met. As part of the product development process, Licensor may release new functionality on an evaluation basis prior to its inclusion in the Software for beta testing and production release. The evaluation Software may not be complete, may lack some required functions, will have draft documentation, and will have undergone only limited testing. Evaluation periods typically last from one to three months. Customer Service — Global Guide to Support Services (Smallworldr"r Software) — Version 4.5 13 1.6.2 Beta Releases The purpose of pre-release evaluation Software is to obtain feedback on the extent to which a new piece of Software succeeds in meeting perceived user requirements and performance demands. The feedback from the evaluation will be used to refine the requirements and to guide further development of the Software prior to the production release. Information concerning forthcoming evaluation releases, prerequisites and guidelines for Licensee participation, and invitations to participate are posted on Licensor's Customer Service web page. Participation is not guaranteed; suitable candidates will be selected from the list of applicants. Selected participants will be required to sign Licensor's current "Pre -Release Software License Agreement". As part of the Software release process, Licensor may make beta software available for testing purposes. The beta release may be in the form of complete Software or may be an upgrade containing a specific area of functionality. Beta test periods typically last from one to three months. Licensor will provide as much documentation as possible to enable the Software to be beta tested. However, this documentation will be in draft form and will likely be incomplete. Beta release Software is unsupported, and the production release of the Software will not necessarily contain the same functionality as the beta version. Unless otherwise stated, there will be no upgrade path from the beta version to the production release. For these reasons, care must be taken if the beta Software is used with existing Software, or data. Information concerning forthcoming beta releases, prerequisites and guidelines for Licensee participation, and invitations to participate are posted on Licensor's Customer Service web page. Participation is not guaranteed; suitable candidates will be selected from the list of applicants. Selected participants will be required to sign Licensor's current "Pre -Release Software License Agreement". 1.7 Software Product Documentation Soft -copy of all Licensor Software Documentation (as defined in the License) is supplied (in HTML, HTML Help, and/or Adobe Acrobat PDF formats) with the Software distribution media. Licensees will require access to either a Web browser or Adobe Acrobat to view the online Documentation. Customer Service — Global Guide to Support Services (Smallworicirm Software) — Version 4.5 14 1.8 Distribution of Patches Officially tested and released patches for current versions of "Class A" Software are published on a regular basis. These patches are promptly posted on the Customer Service web page. On occasion, `unofficial patches" may be made available to Licensees to solve problems reported to the Help Desk. These are pre-release patches that have not yet completed the code review, testing, and QA procedures required for formal release. Licensees will always be informed when the patch they are being given is "unofficial" and they generally will be asked to test it and to report the results back to Licensor. 1.9 Distribution of Software Media Under the Terms and Conditions For Support Services, Licensees are entitled to receive, without charge, a single set of Software release media for each new Software release. Release media will be available in the appropriate format for the Software supported platforms (currently Windows, Linux, and UNIX). Additional media sets may be purchased at the rates outlined in the current Licensor Customer Service price list. (See Section 3 of this document.) Please refer to Appendix B for specific details on channels for ordering additional media, and about available shipping and distribution services for your country/region. 1.10 Distribution of Software License Keys Software license keys are ASCII text files that are manufactured individually for each Licensee. These keys are shipped to Licensees via email and are "registered" by the Licensee into their own Licensor license database. Please refer to Appendix B for specific details on channels for requesting the re -issue of license keys for your country/region. 1.11 Product Enhancement Request Processing The Product Enhancement Request (PER) process is the appropriate channel to request new features or major enhancements to Software. Product Enhancement Requests may be submitted via the channels outlined in Appendix B. Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 15 The request is reviewed by the Help Desk, assessed in conjunction with requests from other Licensees, and is assigned a priority. It is submitted to the Product Plan Review Board for that Software for incorporation into the Software development plan. The Licensee is given feedback on the status of the request and a likely time frame for its implementation. 1.12 Bug Report Processing The bug reporting process is the appropriate channel to report problems or to request minor enhancements to Software. Bug reports may be submitted via the channels outlined in Appendix B. The request is verified by Help Desk support staff and is then submitted to the appropriate Software development group for processing. The Licensee is given feedback on the status of the request and a likely time frame for its implementation. The Help Desk operates a bug -tracking database and Licensees are invited to submit bug reports through the bug report channel. 1.12.1 Bug Report Feedback All bug reports are assigned a reference number that is used within the Software development group to track the request and maintain its status. All patches and recorded product changes use the reference number provided with the request. Duplicate requests are given new reference numbers but include a cross-reference to the original for internal use. The bug reporting process has been designed to provide feedback to originators of bug reports as follows: • Within two working days, Licensor will acknowledge the receipt of the bug report and will send a reference number to the originator. This reference number should be used in all future communications regarding that bug. • Within ten working days, Licensor will notify the originator of the time frame in which we plan to address the problem. Time frames are stated in terms of currently planned releases of the product. • Licensor will notify the originator if, at any time, a work- around is identified. • When a problem is resolved, Licensor will notify the originator of the release in which the change will be incorporated. Customer Service — Global Guide to Support Services (Smallworle Software) — Version 4.5 16 1.12.2 Severity Definitions • A list of all bug fixes for a particular release are included in the online file ".../product/daWdoc/release_info_nnn/changes" and are summarized in the Release Notes. All bugs reports tracked in the system are assigned one of the following statuses: Review Pending —This is the initial state where the bug has been logged and assigned to a developer. When the developer responds, the status will change to one of the following Priority values: 1—The bug is receiving immediate attention and a patch or work- around will be available as soon as possible. 2—We anticipate that this bug request will be addressed in the next product release. 3--This bug request will be addressed in a future product release. Closed_ resolved —This bug is fixed by the development team and shall be available in the next product release. Closed —released —This bug is fixed in the latest product release. Closed —no defect —This bug has been rejected. Licensor will notify the originator of the reason for the rejection. Closed —duplicate —This bug has already been reported. Query flag set —More information is required before this bug can be investigated further. Bug report severity definitions are the same as those described for Help Desk requests. 1.13 User Group Meetings Licensor hosts a number of user group meetings each year in different locations around the world. These events provide an excellent opportunity to get up to date on the latest Software plans and to exchange ideas, experiences, and information with Licensor technical and managerial staff, Licensor business partners, and fellow users of the Software. These meeting are publicized well ahead of time on the Licensor's global website: htty://www.p-eoower.com/dhtml/network solutions/en us/index.is Please also refer to Appendix B for specific information about User Group meetings in your country/region. Customer Service — Global Guide to Support Services (Smallworldn" Software) — Version 4.5 17 2 The Premier Support Plan Note: Premier Support Services may not be available for all Class A Software and/or in all countries/regions, please refer to Appendix B for information. For the support of Software being used with mission -critical applications and high -availability environments, Licensor offers Software Support Services in the form of a Premier Support Plan. For those Licensees who have paid the applicable Support Charges set forth in the Terms and Conditions For Support Services, the Premier Support Plan supplements the Standard Support Plan. The goal of the Premier Support Plan is to maximize the reliability and availability of production of Licensor systems by delivering robust, accessible, fast -response Software Support Services with the highest level of dependability. This plan is appropriate for Licensees who have mission -critical Software applications or who require maximum around -the -clock responsiveness from Licensor. This section describes the contents of the Premier Support Plan. It defines the scope of the Software Support Services that are provided and establishes performance targets and service levels for their execution. The key features of the Premier Support Plan include: • 240 Emergency Mission Service (EMS) • Fast -response Help Desk technical support • Priority call processing • Distribution of Software media • Distribution of patches • Distribution of Software license keys • Operational Readiness Review (ORR) program • Technical alert notification • Management call reporting • Waiver of fees for express administration services 2.1 24x7 Emergency Mission Service (EMS) The Premier Support Plan includes a 24-hour per day, 365 day per year emergency response service. Licensor technical staff is available outside of the normal hours of operation of the applicable Help Desk to provide continuous, dedicated assistance with urgent problems. Under the Premier Support Plan, emergency situations such as unplanned system outages or problems encountered during a Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 19 scheduled maintenance outage would be covered. In such situations, the Software Support Services likely to be required by the Licensee and offered by this plan include: • Expert situation analysis • Prompt determination of the root cause of the problem • An experienced resource dedicated to the problem resolution • An explanation of the recovery options available • A recommendation of the most appropriate course of action for expedient system restoration • Guidance through the recovery process • Data restore operations • On -site assistance as necessary The Premier Support Plan emergency response service explicitly excludes telephone support for routine matters (such as bug reporting) outside of the normal hours of operation of the applicable Help Desk. The Web -based online support service is the appropriate channel for around -the -clock submission of non -emergency requests for Licensor Software Support Services. Non -emergency requests will receive prompt attention at the commencement of the next business day. 2.2 Fast -Response Help Desk Technical Support Under the Premier Support Plan, the approved communications channel for fast -response Help Desk technical support is the Help Desk telephone number applicable to the Licensor region from which Licensee has licensed the Software. Initial response times for the other communications channels (web page and email) remain unchanged under the Premier Support Plan. (See Appendix B.) 2.2.1 Extended Hours of Operation The extended hours of operation for emergency response covered under the Premier Support Plan are: 24 hours per day, 365 days per year. Routine or non -emergency problems are only covered during the normal Standard Support Plan hours of operation for the applicable region. Customer Service — Global Guide to Support Services (Smallworldrm Software) — Version 4.5 20 2.2.2 Extended Service Definition Support for the following additional topics normally limited under the Standard Support Plan are covered under the Premier Support Plan: • Supported operating system problems • Hardware and network configuration guidance • Hardware/Plotter problems • Data salvage operations required as a result of a problem unrelated to a Software bug Support for these topics is provided on the understanding that the ultimate resolution may not be within the direct control of Licensor. 2.2.3 Billable Support Services Additional technical support services that are not covered under the Standard Support Plan or the Premier Support Plan may be purchased at the labor rates outlined in the current Customer Service price list. (See Section 3 of this document.) The Regional Customer Service Manager must approve all such services in advance (during normal Standard Support Plan hours of operation). Examples of chargeable service extensions include: • Extended support for superseded versions of Software for which the one-year "limited support" window has expired. (Refer to the Customer Service Web -Site, as specified in Appendix 13.2, for current information.) • Support for custom applications or third -party software. • Application development (debugging, code design, etc.). • Data -modeling recommendations. • On -site technical support unrelated to a core Software bug. • On -site Software, hardware, or network configuration advice. • All non -emergency activities outside of the Standard Support Plan normal hours of operation. • All activities that should be reasonably understood from the documentation or from prompts in the Software. 2.2.4 Problem Severity Levels The definition of problem Severity Levels remains unchanged under the Premier Support Plan. (See Section 1.2.4) Customer Service — Global Guide to Support Services (Smallworldm Software) — Version 4.5 21 2.2.5 Fast -Response Times This section describes the target times within which Licensor aims to respond to Help Desk requests for each category of Severity Level. Under the Premier Support Plan, our goal is to meet these target times for 100% of all incoming requests. The definition of the response time categories and proposed Action remains unchanged under the Premier Support Plan. (See Appendix B.) Please refer to Appendix B for details of the response times and actions for the problem Severity Levels under the Premier Support Plan. 2.2.6 Escalation Procedures Escalation procedures are unchanged under the Premier Support Plan. 2.3 Priority Call Processing All support calls from subscribers to the Premier Support Plan will be given priority handling relative to calls of equal severity from non -Premier Support Plan Licensees. 2.4 Licensee Responsibilities As outlined for Standard Support Plan, for the satisfactory operation and maintenance of any complex software system, essential requirements are proper usage of the system by trained personnel, strict adherence to guidance provided by the software vendor, and the ready availability of competent, local (on -site) Licensee support staff with appropriate technical skills and experience. This becomes even more important for the satisfactory operation of mission -critical systems, as covered by the Premier Support Plan. Therefore, the availability of fully trained local support personnel is a pre -requisite for the initiation and continuation of Emergency Mission Service (EMS) support from Licensor under the Premier Support Plan. To maximize the availability of their mission -critical systems, Licensees must meet certain minimum criteria that are designed to verify that proficient local support for the applicable Software is available. In addition to those criteria outlined for the Standard Support Plan, eligibility for EMS coverage under the Premier Support Plan requires the Licensee to: Customer Service — Global Guide to Support Services (Smallworldrm Software) — Version 4.5 22 • Maintain on call 24x7 one or more local employees trained to cover the following areas: — Software. — Software system and database administration. — Smallworld Magik programming. — Operating System administration for all platforms on which the Software and server software processes are run. — All software and hardware systems with which the Software communicates. • Ensure that fully trained local personnel are on call 240 to work with Help Desk personnel on identifying and resolving problems. • Ensure that local personnel familiar with all local customizations of Software are on call 240. • Establish and maintain 24x7 availability of telephone and email capabilities within a reasonable distance of the Licensor database server and Licensee systems. • Put into effect, within three months, all reasonable recommendations made by authorized Licensor staff as a result of an on -site Operation Readiness Review. 2.5 Distribution of Software Media Under the Premier Support Plan, surcharges for the express shipping of Software distribution media are waived. 2.6 Distribution of Patches The normal channel for Licensees to access Software patches is via the Customer Service web page. Under the Premier Support Plan Licensees may elect to have newly released Software patches delivered via email. 2.7 Operational Readiness Review Program The Operational Readiness Review is a preventive maintenance program that provides an annual appraisal of all aspects of the Software system. The review is carried out at the customer site by experienced Licensor technical staff. The program is designed to help Licensees establish and maintain the operational procedures and environmental stability that are essential for the support of mission - critical systems. Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 23 2.8 Technical Alert Notification Articles published in the monthly Online Support Bulletins occasionally may be of a sufficiently urgent nature as to warrant prompt notification of affected Software Licensees. Under the Premier Support Plan, such articles will be published in a Technical Alert Notification and delivered promptly via email to affected Licensees. 2.9 Management Call Reporting Management Call Reports are designed to provide Licensees with summary information including details of support call activity, status of open calls, and status of open bug reports and product enhancement requests. Under the Premier Support Plan, Licensees automatically receive a monthly Management Call Report via email. Customer Service — Global Guide to Support Services (Smallworldrm Software) — Version 4.5 24 3 Customer Service Price List This section lists prices for Software media and technical support services that are not covered under the Standard Support Plan or Premier Support Plan, as applicable. 3.1 Billable Support Services Extended technical support services may be purchased from Licensor at the following labor rates. 3.1.1 Labor Rates for Time S Materials for Telephone Support Labor rates for the provision of telephone support services not otherwise covered under the Licensee's current Software Support Services plan (see Sections 1.2.3 and 2.2.3) are detailed in Appendix B. Labor is billed in increments of one hour with a one -hour minimum. Outside of the Licensor's normal support hours of operation (see Appendix B), labor rates for telephone support services not otherwise covered by the Licensee's current Software Support Services plan are subject to a 501/6 rate surcharge and a four hour minimum. 3.1.2 Labor Rates for Time S Materials for On -Site Support Labor rates for the provision of on -site support services not otherwise covered under the Licensee's current Software Support Services plan (see Sections 1.2.3 and 2.2.3) are detailed in Appendix B. Discounted rates on services are available depending on the length of the engagement and the type of service resource engaged. Outside of the Licensor's normal support hours of operation (see Appendix B), labor rates for on -site support services not otherwise covered by the Licensee's current Software Support Services plan are subject to a 50% rate surcharge and a one -day minimum. Customer Service — Global Guide to Support Services (Smallworld"" Software) — Version 4.5 25 3.2 Additional Distribution Media Prices Under certain circumstances, a charge of $100 is made for the purchase and shipping of additional Software distribution media. (See Sections 1.9 and 2.4.) Unless specified otherwise in this section, the media will be delivered on CD. Media charges include shipping and handling for normal, 3-day service plus second day delivery. Express (same day) service plus overnight mail is subject to a 50% rate surcharge. Customer Service — Global Guide to Support Services (Smallworld m Software) — Version 4.5 26 Appendix A Software Product Classifications Class A Products Class B Products Class C Products Class D Products Licensor's Software is classified according to the level of Software Support Services available. The current classifications are: • Class A • Class B • Class C • Class D The Class A Software category indicates that Software maintenance is available under the Terms and Conditions For Support Services. Full support is provided when the applicable Support Charges have been paid and the Licensee is current on all Software license fees and/or other monies owed to Licensor. The Class B Software category indicates that Software maintenance is available on a cost basis, generally by time and material. Software Support Services are not provided. The Class C Software category indicates that Software is sold or marketed "AS IS" without warranty. Software Support Services are not available. The Class D Software category indicates that the Software has been "retired". Class D Software is Software that has been withdrawn from the market, is not available for sale, and no Software Support Services are available. Customer Service — Global Guide to Support Services (Smallworldn4 Software) — Version 4.5 27 Appendix B Regional Specific Services & Service Levels 13.1 Regional Communications Channels s`�, ,+'ash,'ISM 4ir"" -.. rrXfAY1 r g z 21 Service Website or Email Telephone Help Desk, Product hip://supportcentral.ge.com/products/ (860) 476-2559 sup products.asp?prod id=21689 Enhancements, Bug Reports, Media Orders, License Issue Requests, Feedback �'�. x;y�"+f,3'$7` SiiF"ry,-Ci .RF� �.i' > `s <:*ir°4'•.tT" 'i�.'. Help Desk sw-helpdesk-uk@ps.ge.com (01223)300687 Product Enhancements sw-helpdesk-uk@ps.ge.com N/A Bug Reports sw-helpdesk-uk@ps.ge.com N/A Media Orders sw-helpdesk-uk@ps.ge.com N/A License Issue Requests sw-licence-requests-uk@ps.ge.com N/A Feedback sw-helpdesk-uk@ps.ge.com N/A . � a, Help Desk gens-helpdesk-nl@ps.ge.com +31(10)2640540 Product Enhancements gens-helpdesk-nl@ps.ge.com N/A Bug Reports gens-helpdesk-nl@ps.ge.com N/A Media Orders gens-helpdesk-nl@ps.ge.com N/A License Issue Requests gens-licence-request-nl@ps.ge.com N/A Feedback gens-helpdesk-nl@ps.ge.com N/A Help Desk sw-soporte-es@ps.ge.com 915870601 Product Enhancements sw-soporte-es@ps.ge.com 915870601 Bug Reports sw-soporte-es@ps.ge.com N/A Media Orders sw-soporte-es@ps.ge.com N/A Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 29 License Issue Requests sw-soporte-es@ps.ge.com N/A Feedback sw-soporte-es@ps.ge.com N/A ,T' }n . Ty' Help Desk sw-helndesk-fr aC ,,pss.,ge.cora +33 (0)494 233286 Product Enhancements sw-he pdesk-fr&s.ge.com N/A Bug Reports sw-hel den sk-frna,gs.ge.com N/A Media Orders sw-helpdesk-frQ2s. eg com N/A License Issue Requests sw-licenses-figl2s,ge,com N/A Feedback sw-he pdesk-frQps.ge.eom N/A �x ..Y�1r:;.. gnq'wn. MR Help Desk, Product htlp://supportcentral.ge.conV=ducts/ 0800 476 255 (NZ sug =ducts.as2?prod—id=21689 Enhancements, Bug only) Reports, Media Orders, or License Issue Requests, +64 9 356 3416 Feedback (outside NZ) Qy (V Help Desk, Product hht p://supportcentral.ge.com/ roductsL +61 3 9614 7888 suR vroducts.agp?prod id=21689 Enhancements, Bug Reports, Media Orders, License Issue Requests, Feedback is ?.���`�rt,_M .x: �"f Help Desk, Product http://supportcentml.ge.com/products/ +82 2555 4044 Enhancements, Bug sun products.asn?prod id=21689 Reports, Media Orders, License Issue Requests, Feedback y�a:sF"i" 3.F"i5 ekD ���'itb a#sk SNX T'yM aSw ae,j k r:t +S dxyy,r h'. Help Desk, Product htlp://supportcentral.ge.com/products/ +65 6326 3022 Enhancements, Bug sup- products.asp?prod—id=21689 Reports, Media Orders, License Issue Requests, Feedback Customer Service — Global Guide to Support Services (SmallworldTM Software) — Version 4.5 30 B.2 Customer Service Web -Site Licensor offers several Customer Service web sites that may be accessed at: http://supportcentral.ge.com/products/sup12roducts.asp?Rro_d id=21689 Access to these web pages is via GE Single Sign On ID. These sites contain product technical notes, downloads, support bulletins, self -study exercises, forms for Help Desk requests, bug reports, product enhancements, media requests, license requests and more. B.3 Regional Help Desk — Standard Support Plan Hours of Operation ii brt 11 eTj! I��S t Otb1A btlt 0 tibt> ' Auckland, New Zealand Monday through Friday: 9 AM — 5 PM Cambridge, England Monday through Friday: 8 AM — 6 PM (Greenwich Time) Capelle, The Monday through Friday: 9 AM — 5 PM Netherlands Denver, Colorado Monday through Friday: 6 AM — 6 PM Madrid, Spain July 1 through August 31: Monday — Friday: 8 AM — 3 PM Sept 1 through June 30: Monday — Thursday: 9 AM — 6:30 PM Friday: 9 AM — 3 PM Melbourne, Australia Monday through Friday: 9 AM to 5 PM Seoul, Korea Monday through Friday: 9 AM — 5 PM Singapore Monday through Friday: 9 AM — 5 PM Toulon, France Monday through Friday: 9 AM — 5 PM *Normal Hours of Operation exclude local bank, federal, state, and/or local public holidays. Hours stated are based on local time except as stated. Extended hours, i.e., hours outside the time periods above, can be arranged ahead of time, subject to negotiation, and are chargeable at the rates outlined in the current Customer Service price list. Voice mail and email requests may be submitted after business hours for prompt attention at the commencement of the next business day. Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 31 B.4 The Standard Support Plan The following table shows response times and actions under Standard Support Plan for each of the problem Severity Levels: *k4 ��� ��� `'� liy� V ��U�►� w �'c'�'Si?.t'h.'^ t�y'-�` „� M�+a.+� fr�T ^+ A� � � �r 3r ��+�i '�h�y �. y�i"" ¢a F S:�]�� �y RIC— Oft, ;. �' s; a6,Yz...ifttt ra � •��.y' n � 1 � r 3 � ��� _c. v. T4 � � U �n�� "� `x= ,,V; S 1 — Urgent 2 hours 4 hours 5 days An urgent or emergency situation requiring continuous attention during working hours from necessary support and development staff until the problem is satisfactorily resolved. Solution will normally be provided as a patch or work- around. The target time for resolution is within three working days. Communication with the Licensee is continuous to the extent appropriate. Normal expectation is that a correction will be incorporated into the next release of the product. S2 — Serious 4 hours 2 days 10 days Attempt to find a solution acceptable to the Licensee as quickly as practical, usually via a patch or work -around. Normal expectation is that a correction will be incorporated into the next release of the product. S3 — Minor 2 days 15 days N/A Work -around or advice. Statement of when problem is likely to be resolved. S4 — General 5 days 20 days N/A Report acknowledged. Statement of when problem or question is likely to be resolved. Customer Service — Global Guide to Support Services (Smallworldr`" Software) — Version 4.5 32 B.5 The Premier Support Plan The Premier Support Plan is currently offered in the Americas only. The following table shows response times and actions under the Premier Support Plan for each of the problem Severity Levels: r't�asa'�r 111�1 S 1— Urgent 1 hour 2 hours 2 days An urgent or emergency situation requiring continuous around -the -clock attention from necessary support and development staff until the problem is satisfactorily resolved. Solution will normally be provided as a patch or work- around. The target time for resolution is within one working day. Communication with the Licensee is continuous to the extent appropriate. Normal expectation is that a correction will be incorporated into the next release of the product. S2 — Serious 2 hours 1 day 5 days Attempt to find a solution acceptable to the Licensee as quickly as practical, usually via a patch or work -around. Normal expectation is that a correction will be incorporated into the next release of the product. S3 — Minor 2 days 15 days N/A Work -around or advice. Statement of when problem is likely to be resolved. S4 — General 5 days 20 days N/A Report acknowledged. Statement of when problem or question is likely to be resolved. Customer Service — Global Guide to Support Services (SmallworldTm Software) — Version 4.5 33 B.6 Regional Customer Service Billing Rates Labor rates for the provision of telephone support services not otherwise covered by the Licensee's current Software Support Services: uiport ) epe�) 1�eanCau�%u�en�o z s �`echnicsltopporl ryrvnne�> 5 W- ssl D J } r `es i{l �IVVNI V iie � r � Auckland, New Zealand NZ $165 NZ $195 Cambridge, England £ 80 £ 100 Capelle, The Netherlands E 110 E 130 Denver, Colorado US $140 US $175 Madrid, Spain 75 E 95 E Melbourne, Australia AU $165 AU $190 Seoul, Korea KRW 625,000 KRW 445,000 Singapore SG $200 SG $230 Toulon, France Available upon request Available upon request Customer Service — Global Guide to Support Services (SmallworldT" Software) — Version 4.5 34 B.7 Regional Shipping & Distribution Services Licensor provides two service levels for shipping and distribution: y`I g5k��i.:1\ 04�iF�i Ona )✓'�t�+ � „�.rs`tFd.i�O�Y�.... 'v. 5 � JJ ti:., 1�r3� `.'i.r � . Auckland, New Ship Within 3 Ship Within 1 Business Zealand Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Cambridge, England Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Capelle, The Ship Within 3 Ship Within 1 Business Netherlands Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Denver, Colorado Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Next Day" Delivery "Second Day" Service Delivery Service Madrid, Spain Ship Within 3 Ship Within 1 Business Business Day/Distribution by Day/Distribution by "Urgent" Delivery Delivery Service Service Melbourne, Australia Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Seoul, Korea Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Singapore Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Toulon, France Ship Within 3 Ship Within 1 Business Business Day/Distribution by Days/Distribution by "Registered" Post "Second Class" Post Customer Service — Global Guide to Support Services (Smallworld1m Software) — Version 4.5 35 Local channels for new shipping & distribution requests are: Media Orders and htt.//supporteentral.ge.com/products/ N/A super cts.asp?prodid=21689 License Issue Requests ae //,.5'��sp"`4 v�f (�' �i /}[ 'Y}. e S .Rrs4 zCaJul Y .. � xl� it�ian� Y t'hy-r Media( Orders sw-helpdesk-uk@ps.ge.com N/A License Issue Requests sw-licence-requests-uk@ps.ge.com N/A MR0, kif Media Orders gees-helpdesk-nl@ps.ge.com N/A License Issue Requests gens-licence-request-nl@ps.ge.com N/A Media Orders and http:Hsupportcentml ge.com/products/ N/A so ynducts.asp?prod id=21689 License Issue Requests �1 �' "Y` C �J '{. H ''art` � �' *'� %.4a' .�� 1x �`r�'��%ff sk"' > L u�''i+ N i''� •G �(.�w�' Media Orders sw-soporte-es@ps.ge.com N/A License Issue Requests sw-soporyte-es@ps.ge.com N/A Ielaarrre, g2. ,, u;r �r..� �� Media Orders and hhU://M12ortcentml,ge.com/products/ N/A sun 12rod�ucts.as�R?12ygryod id=21689 License Issue Requests rs Yf y Media Orders and hhtt p://supporteentml.ge.co products/ N/A sup pr cts.asp?nrokd_ii 1�}689 License Issue Requests kW h Y � N}} � f�}k P W' i §' S C ,d '� 3' � 4'}X'4 �`•�� y 5 $ F��ri'Yy�Yyp>r'"'k kk���;;!!(t� $� http://supnortcentml.ge.com/products/ N/A Media Orders and smp„ pmdwts.asp?,mid=21689 License Issue Requests 3�e4'6+, aula,%r Media Orders sw-helpdesk- s.ge.com N/A License Issue Requests sw-licences- s.ge.eom N/A Customer Service — Global Guide to Support Services (Smallworld m Software) — Version 4.5 36 B.8 Regional User Group Meetings w lei" a.={: . User'Corifere> User lxciab e Auckland, New Zealand Annually; 1 Day N/A Cambridge, England Summer; 2 Days N/A Capelle, The Netherlands 2-3 days annually N/A Denver, Colorado Fall; 34 Days N/A Madrid, Spain Fall; 2 Days N/A Melbourne, Australia Autumn —After GITA Annual Conference; 1 Da N/A Seoul, Korea N/A N/A Singapore N/A N/A Toulon, France 2-3 days annually N/A Customer Service — Global Guide to Support Services (Smallworld'74 Software) — Version 4.5 37 Form ES104 (Rev 0): SOFTWARE LICENSE ADDENDUM TO TERMS AND CONDITIONS FOR SALE AND LEASE OF PRODUCTS AND SERVICES 1. Definitions Unless otherwise agreed to by Licensor, the following terms shall mean: "Documentation" means all material, including all printed material and on-line or electronic documentation (excluding training materials), referencing the Software and Third -Party Software provided hereunder. "Licensee" means the Buyer as that tern is defined in the Terms and Conditions. "Licensor" means the Seller as that term is defined in the Terms and Conditions_ "Software" means Licensor's proprietary computer software and software security devices provided by Licensor under this License. "Terms and Conditions" means Licensor's Terms and Conditions for Sale and Lease of Products and Services to which this License is attached. "Third -Party Software" means any proprietary computer software owned by a third party that Licensor may provide to Licensee hereunder. 2. License Grant 2.1 Subject to the terms of this License, Licensor hereby grants to Licensee a non -transferable and nonexclusive license to use the Software and Documentation, including upgraded, modified or enhanced versions provided by Licensor, and to use the Third -Party Software, all for Licensee's internal business purposes only. 2.2 Licensee has no right to (i) lease, rent, transfer, distribute, sublicense, timeshare, or allow third parties to access the Software, Documentation, or Third -Party Software, nor assign any rights hereunder to a third party without Licensor's prior, written agreement; (ii) disassemble, decompile, reverse engineer, or otherwise attempt to reconstruct or discover the source code of the Software or Third -Party Software; (01) pledge the Software or Third -Party Software as collateral or otherwise, or encumber such Software or Third -Party Software with any lien or security interest; or (iv) remove any product identification, copyright, trademark, or other notice from the Software, Documentation or Third -Party Software. If Licensee believes that it is entitled to reverse engineer the Software as a matter of local law (e.g., the Council Directive of May 14, 1991, of the Council of the European Communities, as amended), Licensee agrees that it shall first request technical information from Licensor. Licensee shall use any technical information delivered by Licensor only for purposes of ensuring "interoperability" and compatibility and shall treat such technical information as Proprietary Information (defined below). Any reverse engineering of the Software shall void any warranties or indemnification obligations of Licensor and shall automatically release Licensor from any obligation to provide support services under this or any separate agreement. 2.3 Certain software Licensor provides to Licensee may contain Third -Party Software, including but not limited to "open source" software. Use of the Third -Party Software and its source code may be governed by separate copyright notices and license provisions, which may be found or identified in the Documentation or on the media delivered with the Software and which are incorporated by reference into this License. Licensee shall not modify or combine the Software and/or any Third -Party Software in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications thereto to become subject to the terms of any license applicable to Third Party Software. All Third -Party Software provided hereunder is bundled with the Products and licensed for use with the Products only. 2.4 Unless otherwise agreed to by Licensor or specified in an Exhibit attached hereto, Licensee shall only have the right to install and use a single copy of the Software and Third - Party Software on a single computer workstation for use by a single user. 2.5 Licensee may make one (1) copy of the Software, Documentation, and Third -Party Software for backup purposes only. Licensee must reproduce and include all proprietary rights and copyright notices on any backup copies. Except as authorized under this License, no copies of the Software, Documentation, or Third -Party Software may be made by Licensee or any third party; provided, however, Licensee may print on-line Software documentation for its own internal use, provided the maximum number of copies may not exceed the number of users licensed hereunder. 3. Support Services; Upgrades This License does not obligate Licensor to provide maintenance and support on any Software or Third -Party Software licensed hereunder. Support services are available under separate agreement. If the Software is an upgrade of a previous version (provided such upgrade was obtained under a separate support services agreement with Licensor or a Licensor authorized distributor), Licensee may use the upgraded Software only in accordance with this License. 4. Verification During the term of this License and for 3 years thereafter, Licensor may upon reasonable notice require that an independent audit of the use of the Software and Third -Party Software be conducted during Licensee's normal business hours. Upon such notice, Licensee shall provide Licensor's independent auditor site access and the right to inspect relevant portions of Licensee's computer system on which the Software and Third -Party Software resides. Licensee agrees to pay promptly: (a) all underpaid license fees and (b) if the underpayment is more than 5% of the license fees paid before audit, all audit costs and expenses. 5. Tenn and Termination 5.1 The Software, Documentation, and Third -Party Software shall be considered accepted by Licensee upon receipt. 5.2 This License is effective until terminated. Licensor may terminate this License immediately if Licensee fails to comply with any of the terms and conditions herein. The license for any Software or Third Party Software provided with Leased Equipment shall terminate concurrently with termination of the Lease. Upon termination, Licensee shall (a) cease using the Software, Documentation, and Third - Party Software and (b) certify to Licensor within one (1) month of the termination that Licensee has destroyed or returned to Licensor the Software, Documentation, and Third -Party Software, and all copies thereof. 6. Ownership 6.1 All Software, Documentation, and Third -Party Software are licensed and not sold. Licensee agrees that Licensor and its suppliers own all proprietary rights, including, but not limited to any patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Software, Documentation, and Third -Parry Software, including any Derivative Works (defined in the Tema and Conditions) thereof, and any corrections, bug fixes, and updates to such Software, Documentation, Third -Party Software, or Derivative Works_ Licensee shall have only a "right to use" license to any Derivative Works in accordance with the terms of this License. 6.2 For the purposes of this Article, the term "Licensor" shall mean Licensor, its affiliates, and their successors or assigns. 7. Limited Warranties 7.1 Licensor warrants, for Licensee's benefit alone, that under normal use the media in which the Software is embedded shall be free from defects in material and workmanship, for a period of ninety (90) days from the date of delivery of the initial Software ("Warranty Period"). 7.2 Licensor warrants, for Licensee's benefit alone, that during the Warranty Period, the Software will perform substantially in accordance with its Documentation. if, during the Warranty Period, an Error occurs (where "Error" is defined as a problem caused by an incorrect operation of the unmodified computer code in the Software or an incorrect statement or diagram in the Documentation that produces incorrect results), Licensor will use commercially reasonable efforts to correct such Error, provided Licensee furnishes Licensor with the following: (a) written notice of the warranty claim, including a description of the failure to perform in accordance with the Documentation and a specific description of the operating conditions (including the specific software/hardware configuration) under which the failure occurred, and (b) to the extent feasible, a representative sample of inputs for repeating and analyzing the failure. If Licensor is unable, after commercially reasonable efforts, to correct the Error, Licensee's sole remedy shall be termination of this License and a refund of the license fees allocable to the specific nonconforming Software that have been paid by Licensee to Licensor hereunder. 7.3 This Article sets forth the exclusive remedies for all claims based on failure of or defect in the Software and Documentation, whether the failure or defect arises before or during the Warranty Period and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence) or civil liability, strict liability, or otherwise. The warranties provided herein are exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied, or statutory. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION (OR LICENSEE'S USE THEREOF) WILL BE FREE FROM ALL ERRORS OR ITS USE WILL BE UNINTERRUPTED. 7.4 Any remedial steps taken by Licensor hereunder shall not extend the applicable Warranty Period. 7.5 Except as expressly authorized by Licensor in writing, all Third -Party Software shall carry only the warranties provided by the owners thereof and Licensor gives no warranties for such Third -Party Software. 8. Proprietary Information; Equitable Relief 8.1 All information concerning or embedded in the Software (including but not limited to source code and training materials), Documentation, and Third -Party Software is confidential and shall be considered Licensor's (or its suppliers') proprietary information ("Proprietary Information") whether or not the information is marked as Proprietary Information. The Proprietary Information includes commercially valuable, substantial trade secrets, the design and development of which reflect the effort of skilled development experts and investment of considerable amounts of time and money. 8.2 Licensee acknowledges: (a) any use of the Software, Documentation, or Third -Party Software in a manner inconsistent with this License or (b) any other misuse of the Proprietary Information of Licensor (or its suppliers), will cause immediate irreparable harm to Licensor (or its suppliers) for which there is no adequate remedy at law. Licensee agrees that Licensor (or its suppliers) shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such misuse or threatened misuse by Licensee. The parties agree and stipulate that Licensor shall be entitled to such injunctive relief without posting of a bond or other security; provided, however, that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in an amount equivalent to U.S. $1,000 shall be sufficient. Nothing contained herein shall limit Licensor's right to any remedies at law, including the recovery of damages from Licensee for breach of this License. 8.3 The confidentiality obligations set forth in the Terms and Conditions with respect to items of Confidential Information shall expire, with respect to Software and Documentation, five years after termination of the Contract. By signing below Licensee acknowledges and agrees to the terms and conditions of this License: By: Name: Title: Date: TES e ec a Ga za i y ecreFary Signature Page GE Energy Management Se ices, Inc. BY Linda Bischoff, A 'n i Leader 2000 S. Colorado Blvd., Suite 2-1100 Denver, CO 80222 Address CITY OF LUBBOCK, TEXAS r Mc . u I Mayor APPROVED AS TO CONTENT: Dale Stephens^—� Electric Distribution Superintendent APPROVED AS TO CONTENT: Sherry Stephens Chief Operating Officer Water Utilities LUBBOCK POWER & LIGHT (OWNER) 1—Y, �I ��. W. R. Collier Chairman Electric Utility Board ATTEST: Rebe ca Garza City Secretary APPROVED AS TO CONTENT: MWYehlwoocO Dir ctor Information Services EXHIBIT A: LICENSED SOFTWARE AND USAGE TYPES—SMALLWORLD SOFTWARE NOTICE — READ THIS CAREFULLY: THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND LICENSOR. THIS EXHIBIT IS AN ATTACHMENT TO THE SOFTWARE LICENSE ADDENDUM TO THE TERMS AND CONDITIONS. 1. INITIAL SOFTWARE LICENSED Upon signing of the License, Licensee shall be entitled to use the Software set forth in Table 1 below in accordance with the Terms and Conditions and such License. Licensee's use of the Software set forth in such table is restricted to the applicable rights indicated therein as defined in Table 2. Any such usage is temporary until payment to Licensor of all applicable fees. 2. SUBSEQUENT SOFTWARE ORDERS Licensee's right to license additional and/or subsequent Software shall be by separate agreement appended hereto by reference and/or as set forth on an order forrn from Licensee associated with the additional and/or subsequent Software that is accepted by Licensor. 3. SPECIAL TERMS AND CONDITIONS Certain Software does currently (or will in the future) utilize embedded components and functionality of other Software at no extra charge, including, but not limited to, the following: Smallworld Network Inventory GatewayTm, Smallworld Physical Network InventoryTm, Smallworid Intemet Application ServerTm, Smaltword Enterprise Application Integration ToolkitTm, Smallworid Spatial IntelligenceTm, or Smallworld Design ManagerTm. Licensee's use of any such embedded components and functionality of other Software is strictly limited to the specific use intended by the licensed Software, and any other use is prohibited. Smallworld Task Management is licensed for use with the following Smallworld Software only: Smallworid Field Information System''", Network Inventory Gateway: Physical Browser Markup'", and Smallworld Map MarkupT". Use of Smallworid Task Management in conjunction with any other Software Is strictly prohibited. 4. SMALLWORLD FIELD INFORMATION SYSTEM TM Smallworld Field Information System is licensed for use, and provided, with a Software Development Kit owned exclusively by Trimble Navigation Limited ("Trimble") and developed to interface with Trimble GPS receivers (to be acquired by Smallworld Field Information System Licensees separately from Trimble); however, with Smallworid Field Information System Software, it may be possible for Licensees to develop code that allows Smallworld Field Information System to interface with GPS receivers other than those marketed by Trimble. PLEASE BE ADVISED THAT IT IS AN INFRINGEMENT OF TRIMBLE'S U.S. PATENT RIGHTS FOR LICENSEES LOCATED IN THE UNITED STATES TO USE SMALLWORLD FIELD INFORMATION SYSTEM TO INTERFACE WITH ANY GPS RECEIVERS OTHER THAN THOSE MARKETED BY TRIMBLE, Under no circumstances shall Licensor bear any liability whatsoever for any such infringement by its U.S. Licensees or for operation of the Smallworld Field Information System Software where modified by a non-U.S. Licensee to operate with any GPS receiver other than those marketed by Trimble. In the event of a conflict between Section 4 of this Exhibit A and the terms and conditions of the License or any other agreement signed by Licensor and Licensee, the provisions of this Section 5 shall prevail and take precedence. 5. WEATHER DATA SUBSCRIPTION SERVICES (THIRD PARTY SOFTWARE) Licensor is authorized to provide subscription services ("Subscription Service") to Licensor's Software end -users ("Licensee(s)") in order to access archival and/or real time weather data information and related documentationfliterature (collectively "Weather Data") under the provisions of an agreement with the third -party owner of such Weather Data application software, documentation, and services. Upon the licensing of such Subscription Service, Licensor shall provide for Internet access, using a transfer method based on a combination of WMS (Web Map Server) protocol, HTTP (HyperText Transfer Protocol), and IP (Internet Protocol) socket communication. In order to access such Subscription Service, the licensing of Smallworld Open GIS WMS Spatial Object Manager (Part #SOM-WMS) is a prerequisite. Notwithstanding any provisions to the contrary in this License and for avoidance of doubt, special conditions apply to the use of any Weather Data licensed hereunder and shall rule in the event of any conflict between the terms and conditions of the License and the terms and conditions of this Section 4 of Exhibit A. • Each Subscription Service shall commence within thirty (30) days of the date of Licensors acceptance of the Licensee's Order Form ("Initial Service Date") and expire thirty-six months from such Initial Service Date, unless extended for successive one- year periods by the parties in writing (subject to payment of then -current Subscription Service renewal fees). • The following disclaimer applies to use of lightning Weather Data, all related documentation, and/or literature pertaining to the lightning Weather Data: Experience has shown that the resolution, timeliness, and format in which lightning data are presented within various displays and products, does not provide a total solution with regard to addressing concems regarding the presence of convective activity and/or lightning and their potential impact on the safety of personnel and/or safeguarding of facilities, whether it be of immediate or short term concern. Interpretation and application of the data, as well as any comparative analysis and/or prognosis or similar activities done by the Licensee, are done so solely at the Licensee's risk and have not directly or indirectly been implied, condoned, or recommended by Licensor. • Any Weather Data is solely provided on an "AS IS", "AS AVAILABLE" basis. Licensor disclaims all warranties, express or implied, including any warranties of accuracy, completeness, currentness, merchantability or fitness for a particular purpose. Licensor does not warrant that the Weather Data will be uninterrupted or error free and disclaims any warranty or representation regarding availability of the Subscription Service, service levels, or performance. Licensor further makes no representation or warranty as to the capability of the Internet to provide a continuous on-line connection for delivery of the Weather Data. By accepting delivery of access to the Weather Data Subscription Service, Licensee acknowledges and agrees that its use thereof is at Licensee's sole risk. For purposes of this Section 4, the term "Licensor" means Licensor and its supplier, the owner of the Weather Data, their respective affiliates and subcontractors of any tier, and their successors and assigns. TABLE 1 PART # OEBCRIPfWi1 AUif�iotitTUSE Ct As$ QTIf UbEF(sE ANNUAL 37 �'t170'i�/iBLE }4. _.. SMALLWORLD SOFTWARE GIS- Smallworld Core Developer Per Single User A 1 $ 4,600 $ 828 CORE GIS-SA Smatlworld Core System Access Per Concurrent A 1 $ 6,600 $ 1,188 User DMG-C Smallworld Design Managerw/Layout Per Single User A 11 $ 90,000 $19,800 Tools and GIS Commit IAS-PU Smaltworld Internet Application Server Per Single User A 50 $ 15,000 $ 2,700 PO-BSE PowerOn (includes PowerOn Information Per Enterprise A 1 $ 82,105 $15,631 Center to support 75,000 meters ZNA- Cornerstone Electric (Data Model) Per Enterprise C 1 — - CSE ZNA- Cornerstone Land (Data Model) Per Enterprise C 1 - CSL Cornerstone Water Data Model Per Enterprise C 1 - Cornerstone Water Application: Valve Per Enterprise 1 $ 35,000 Isolation FIS-1 Smallworld Field Information System Per Single User A 35 $ 21,000 $ 3,780 SOM- Smallworld SOM-MicroStation DGN Per Single User A 1 $ 240 $ 44 DGN VDBG- Smallworld Core Oracle Direct Interface Per Single User A 1 $ 440 $ 80 ORCL SUBTOTAL $254,095 $50,451 SMALLWORLD FIELD FORCE AUTOMATION PRODUCT - Smallworld Field Force Automation Per Single User A 50 $ 40,000 $13,500 - Oracle CPU Licenses Per CPU A 2 $ 20,000 $ 3,600 Webs here CPUs Per Single User A 4 $ 9,600 1 $ 1,728 TOTAL $324,585 1 $69 279 TABLE 2' Per Single User or Per Licensee may install and use a single license of the Software and/or Third Party Software on a single User workstation for a single user, i.e., "single use", or alternately, Licensee may install multiple single licences of the Software on its network server, provided a separate Single User Software license must be acquired and dedicated for use for each workstation (or display screen in the case of ENMAC Software) accessing the shared storage device or network server. A Single User license may not be shared between different workstations, concurrently or otherwise. Per Concurrent User Certain Software requires access licenses to control the level of access (read or "RA", commit or "CA", or system or "SA") to the datastore located on a shared storage device or network server (collectively "Access License"). Licensee may install the Software and use up to the number of Concurrent Users licensed; any use exceeding such agreed to maximum number of Concurrent Users is strictly prohibited. Further, the Software system allows multiple concurrent input devices to access the Software at any given point of time ("Concurrent Use"). If multiplexing software or hardware (e.g., a third -party monitor, web server) is used, such Concurrent Use is limited to the maximum number of concurrent users (as measured at the multiplexing front end) specified in Table 1 and/or specified in the Licensee's order from or other document by which Licensee orders the applicable Software and to which the Terms and Conditions are appended. Per Mobile User If Licensee has acquired the Software for mobile or field use (e.g., the computer is operated away from Licensee's shared storage device or network server, but requires occasional access to the network server to manage database updates), Licensee may install and use a Single User license of the Software ' Cornerstone Water Application: Valve Isolation is Class B Software; however, we have provided the annual time and materials under the "Annual Support Charges". The $6,400 equates to 8 hours per quarter at $200 per hour, with no rollover of unused hours to quarter to quarter. In the event Licensee exceeds the allotted number of hours, additional block of time and material hours may be purchased in minimum of four hours at $300 per hour, or $1,200, 2 The Company reserves the right to revise or add additional license usage as necessary for Software to certain regional locations. on a single computer from which Licensee's network may be accessed. Per CSP Certain Software (e.g., PowerOn) is licensed in terms of customer service points ("CSP"). A CSP is normally defined as a customer service connection point, a customer meter, or a customer billing location. Licensee may use the Software with no restriction within its organization to the extent that the number of CSPs agreed to at the time of ordering is not exceeded. Per CPU Licensee may use the number of CPUs actually licensed for the processing of the Software (irrespective of how many servers the CPUs reside on). Per Server Licensee may use the number of Servers actually licensed within Licensee's internal network (irrespective of the number of CPUs on each server). Per Site Licensee may use the Software licensed as a base package per single Licensee site, where "site" means a distinct geographical location where the Software runs. Per Site Served Certain Software runs on one site but supports a different site; in this instance, the Licensee may use the Software only for the site to be supported and for which it was licensed at the time of ordering. Per Enterprise Certain Software may be licensed for enterprise use within Licensee's own organization and/or geographical territory as such exists at the time of ordering. Any such "Per Enterprise" use must be defined in a separate agreement between Licensee and the Company or on an Order Form from Licensee associated with the Software that is accepted by the Company. "Per Enterprise" use may not be extended to additional users in the event of Licensee's merger with, or acquisition of, another entity. Further, certain Per Enterprise Software may require the licensing of prerequisite and/or additional Software, e.g., PowerOn Base is licensed Per Enterprise; but cannot be used unless the appropriate number of Per CSP licenses are also acquired and/or certain prerequisite Software is also licensed. FORM ES104 (REV 2): TERMS AND CONDITIONS FOR SALE AND LEASE OF PRODUCTS AND SERVICES NOTICE: Sale or Lease of any Products or Services is expressly conditioned on Buyer's assent to these Terms and Conditions. Any additional or different terms proposed by Buyer are expressly objected to and will not be binding unless agreed to In writing by Seller; provided that no pre-printed facility entry form shall modify these Terms and Conditions even if signed by Seller's representative. Any oral representation, warranty, course of dealing or trade usage not contained In these Terms and Conditions or the Contract shall not be binding on either party. Any authorized order to perform work and Seller's performance of work shall constitute Buyer's assent to these Terms and Conditions. Unless otherwise specified In the quotation or Contract, any quotation by Seller shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer's acceptance. 1. Definitions. Unless Seller otherwise agrees: "Buyer" means the entity to which Seller is providing Products or Services under the Contract. "Contract" means the documents that comprise the agreement between Buyer and Seller for the sale or lease of Products or Services, including these Terms and Conditions and any other documents incorporated therein by reference, such as, the final quotation, the agreed scope(s) of work, and Seller's order acknowledgement. "Hazardous Materials" means any chemical, substance, material or emission that is or may be regulated, governed, listed or controlled pursuant to any international, national, federal, provincial, state or local statute, ordinance, order, directive, regulation, judicial decision or other legal requirement applicable to the Site as a toxic substance, hazardous substance, hazardous material, dangerous or hazardous waste, dangerous good, pesticide, radioactive material, regulated substance or any similar classification, or any other chemical, substance, emission or material, including, without limitation, petroleum or petroleum -derived products or by-products, regulated, governed, listed or controlled or as to which liability is imposed on the basis of potential impact to safety, health or the environment pursuant to any legal authority of the United States or the country of the Site. "Products" means all equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the Contract, including Leased Equipment and Refurbished Parts. "Seller" means the entity providing Products or performing Services under the Contract. "Services" means all services Seller has agreed to perform for Buyer under the Contract. "Site" means the premises where Products are delivered or Services are performed, not including Seller's premises from which it performs remote Services. "Terms and Conditions" means these Terms and Conditions for Sale and Lease of Products and Services. 2. Payment. Except as otherwise agreed to by Seller in writing, and upon approved credit, the following payment terms apply: 2.1 Buyer shall pay Seller all invoiced amounts in U.S. dollars, without right of setoff (unless to an entity within that group of entities operating under the trade name GE Energy or GE Network Reliability Products and Services) within 30 days from date of invoice. Seller shall be entitled to payment of all charges associated with Seller's performance of Services as the Services are performed. . Buyer shall pay a monthly late payment charge computed at the rate of 1.5%, or the maximum interest rate permitted by applicable law, whichever is less, on any past -due amount for each calendar month (or fraction thereof) that the payment is overdue and all costs of Seller's collection efforts including reasonable attorney's fees. 2.2 Intentionally Omitted. 2.3 Intentionally Omitted. 3. Taxes and Duties. Unless otherwise specified in the Contract, Seller shall be responsible for and pay directly, all corporate and individual taxes measured by net income or profit imposed by any governmental authority on Seller, its employees or subcontractors due to the execution of any agreement or the performance of or payment for work hereunder ("Seller Taxes"). Buyer shall be responsible for and pay directly when due and payable all applicable taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller Taxes, imposed by any governmental authority on Seller or its employees or subcontractors due to the execution of any agreement or the performance of or payment for work hereunder ("Buyer Taxes"). All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Contract price, free and clear of all deductions and withholding for Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts to Seller to cause the amounts Seller actually receives, net of deducted or withheld Buyer Taxes, to equal the full Contract price. Buyer shall provide to Seller within one month accurate official receipts from the appropriate governmental authority for deducted or withheld taxes. 4. Delivery; Title Transfer; Risk of Loss; Storage. 4.1 For shipments within the country of origin or manufacture and for U.S. exports, Seller shall deliver Products to Buyer EXW Seller's facility, place of manufacture or warehouse (Incoterms 2000). If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption. 4.2 For any software and certain software -related Services provided by Seller hereunder, only the license to the software and/or software -related Services transfers as set forth herein, and title shall remain at all times with Seller. 4.3 Notwithstanding Section 4.1 above, in all events risk of loss shall transfer to Buyer upon delivery. 4.4 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer within seven (7) days and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer if they had not GE ConfidenW and Proprietary Page 1 of 7 already passed; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller's invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be payable by Buyer upon submission of Seller's invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery. 4.5 Buyer shall bear the sole risk of loss for Buyer's equipment during the term of the Contract. 5. Excusable Delays. Seller shall not be liable nor in breach or default of its obligations under the Contract to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer's suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller or Buyer is delayed by any acts (or omissions) of the other or by the prerequisite work of other's contractors or suppliers for a period exceeding five (5) working days, said period of time to begin accruing upon receipt of notice of said act or omission, the delayed party shall be entitled to an equitable price adjustment. 6. Compliance with Laws, Codes and Standards. 6.1 Seller represents that the Products will be produced in compliance with applicable fair labor standards laws, occupational safety and health laws, and laws related to nonsegregation and equal employment opportunity. 6.2 The Contract price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations. 6.3 Seller's obligations are conditioned upon Buyer's compliance with all applicable trade control laws and regulations. Buyer shall not transship, re-export, divert or direct Products other than in and to the ultimate country of destination specified on Buyer's order or declared as the country of ultimate destination on Seller's invoice, except as permitted by applicable laws and regulations. 6.4 Notwithstanding any other provisions, Buyer shall timely obtain any required authorization, such as an export license, import license, foreign exchange permit, work permit or any other governmental authorization, even if Seller applies for the authorization. Buyer shall be solely responsible for obtaining, maintaining and/or effectuating any governmental authorizations or notifications, including, without limitation, the submission and approval of a spill prevention and control plan, oil processing notification, and required air permit modifications, if any, required for the lawful performance of the Services at the Site. 7. Warranty. 7.1 Seller warrants to Buyer that (i) the Products shall be shipped free from defects in material, workmanship and title and (0) the Services shall be performed in a competent, diligent manner and in accordance with any mutually agreed specifications. Unless Seller expressly agrees otherwise in writing, any items not manufactured by Seller (including incidental materials and consumables used in the Services) shall carry only the warranty that the original manufacturers provide, and Seller gives no warranty on behalf of the manufacturers of such items. 7.2 Unless otherwise stated in the Contract, the,warranty period for software is 120 days from delivery. Unless otherwise stated in the Contract, the warranty period for software related Services is 120 days from completion. 7.3 If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing. Seller shall thereupon (i) at Seller's option, repair or replace the defective Products or (ii) re -perform the defective Services. If in Seller's reasonable judgment the Product cannot be repaired or replaced or the Services cannot be re -performed, Seller shall refund or credit monies paid by Buyer for that portion of Products or Services that do not meet the above warranties. Any repair, replacement or reperformance by Seller hereunder shall not extend the applicable warranty period. The parties shall mutually agree on the specifications of any test to determine the presence of a defect.7.4 Buyer shall bear the costs of access (including removal and replacement of systems, structures or other parts of Buyer's facility), de -installation, decontamination, re -installation and transportation of Products to Seller and back to Buyer. 7.5 These warranties and remedies are conditioned upon (a) the proper storage, installation, operation, and maintenance of the Products and conformance with the proper operation instruction manuals provided by Seller or its suppliers or subcontractors, (b) Buyer keeping proper records of operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification or repair of the Products or Services only as authorized by Seller. Seller does not warrant the Products or any repaired or replacement parts against normal wear and tear or damage caused by misuse, accident, or use against the advice of Seller. Any modification or repair of any of the Products or Services not authorized by Seller shall render the warranty null and void. 7.6 This Article provides the exclusive remedies for all claims based on failure of or defect in Products or Services, whether the failure or defect arises before or during the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity, tort/extracontractual liability (including negligence), strict liability or otherwise. The warranties provided in this Article are exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied or statutory. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. 8. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF SELLER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THE CONTRACT OR USE OF ANY PRODUCTS OR SERVICES OR ORDER SHALL NOT EXCEED (A) THE CONTRACT PRICE OR (B) IF THIS CONTRACT IS IN THE FORM OF A FRAME OR MASTER AGREEMENT UNDER WHICH BUYER PLACES AN ORDER WITH SELLER FOR THE PRODUCTS AND SERVICES TO BE PURCHASED, (1) THE FINAL PRICE OF THE PARTICULAR ORDER UNDER WHICH THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM ARE SUPPLIED OR PERFORMED OR (11) TEN THOUSAND US DOLLARS (US$10,000) IF THE CLAIM IS NOT PART OF ANY PARTICULAR ORDER. SELLER'S LIABILITY SHALL GE Confidential and Proprietary Page 2 d 7 TERMINATE UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT BUYER MAY ENFORCE A CLAIM THAT ACCRUED PRIOR TO THAT DATE BY COMMENCING AN ACTION OR FILING AN ARBITRATION, AS APPLICABLE UNDER THE DISPUTE RESOLUTION CLAUSE, BEFORE THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS OR REPOSE, BUT NOT LATER THAN ONE YEAR AFTER THE EXPIRATION OF SUCH WARRANTY PERIOD. 8.2 Neither Seller or Buyer shall be liable for loss of profit or revenues, loss of product, loss of use of Products or Services or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Buyer's customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. 8.3 Seller shall not be liable for any advice or assistance that is not required under the Contract. 8.4 For the purposes of this Article, the term "Seller" shall mean Seller, its affiliates, subcontractors and suppliers of any tier, and their agents and employees, individually or collectively. 8.5 The limitations and exclusions in this Article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extracontractual liability (including negligence), strict liability or otherwise Buyer's and 8.6 Buyer's and Seller's rights, obligations, and remedies arising out of or relating to the Products or Services are limited to those rights, obligations, and remedies described in this Contract. This Article shall prevail over any conflicting or inconsistent terms in the Contract, except to the extent that such terms further restrict Seller's liability. 9. Dispute Resolution, Venue, Governing Law. 9.1.Any Dispute will be settled, if possible, by negotiation of the parties. If a dispute is not resolved by negotiations, either party may, by giving written notice, refer the dispute to a meeting of appropriate higher management of each party, to be held within twenty (20) business days after giving notice. If the dispute is not resolved within thirty (30) business days after the date of the meeting of higher management, or any later date to which the parties may agree, either party may submit to an appropriate US or state court in Lubbock County, Texas Any claim, legal action or proceeding (including without limitation claims for set-off or counterclaim) regarding the dispute shall be brought in the appropriate state courts of Lubbock County, Texas, and the parties irrevocably consent to the exclusive jurisdiction of those courts for such claims. Each party submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to its person and property, and irrevocably consents to the service of process in connection with any such action or proceeding by personal delivery to the party or by registered or certified mail, postage prepaid, to its address for notice under the Contract. 9.2. Notwithstanding the terms above, each party has the right at any time, at its option and where legally available, to commence an action or proceeding in a court of competent jurisdiction in Lubbock County, Texas, to apply for interim or conservatory measures, but not monetary damages. 9.3 The validity, performance and all matters relating to the interpretation and effect of the Contract and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws, excluding the rules on the conflict or choice of laws, of the State of Texas. GE Cont'dentiat and Proprietary 10. Confidentiality. 10.1 In connection with the Contract, Seller and Buyer (as to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving Party") with "Confidential Information." "Confidential Information" means (a) all pricing for Products and Services, (b) all terms of the Contract, (c) all information that is designated in writing as "confidential" or "proprietary" by the Disclosing Party at the time of written disclosure, and (d) all information that is orally designated as "confidential" or "proprietary" by the Disclosing Party at the time of oral disclosure and is confirmed to be "confidential" or "proprietary" in writing within 10 days after oral disclosure. The obligations of this Article shall not apply as to any portion of the Confidential information that: (i) is or becomes generally available to the public other than from disclosure by the Receiving Party, its representatives or its affiliates; (ii) is or becomes available to the Receiving Party or its representatives or affiliates on a non - confidential basis from a source other than the Disclosing Party when the source is not, to the best of the Receiving Party's knowledge, subject to a confidentiality obligation to the Disclosing Party; (iii) is independently developed by the Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law, a valid legal process or a government agency; or (v) is approved for disclosure in writing by an authorized representative of the Disclosing Party. 10.2 The Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract and permitted use(s) and maintenance of Products and Services, (li) to take reasonable measures to prevent disclosure of the Confidential Information, except to its employees, agents or financing parties who have a need to know for Buyer to perform its obligations under the Contract or to use and maintain Products or Services, and (iii) not to disclose the Confidential Information to a competitor of the Disclosing Party. The Receiving Party agrees to obtain a commitment from any recipient of Confidential Information to comply with the terms of this Article. Confidential Information shall not be reproduced without the Disclosing Party's written consent, and the Receiving Party shall return all copies of Confidential Information to the Disclosing Parry upon request except to the extent that the Contract entitles the Receiving Party to retain the Confidential information. Seller may also retain one copy of Buyer's Confidential Information until all its potential liability under the Contract terminates. 10.3 If either party or any of its affiliates or representatives is required by law, legal process, or a government agency to disclose any Confidential Information, but not limited to obligations under the Open Records Act to which Buyer is subject, that party agrees to provide the Disclosing Party with prompt written notice to permit the Disclosing Party to seek an appropriate protective order or agency decision or to waive compliance by the Receiving Party with the provisions of this Article. In the event that efforts to secure confidential treatment are unsuccessful, to the extent permitted thereafter by law, Seller may revise the Confidential Information to make it non- proprietary or to minimize the loss of its proprietary value. 10.4 Nothing in this Article grants the Receiving Party any license under any invention, patent, trademark or copyright now or later owned or controlled by the Disclosing Party. 10.5. Buyer shall not disclose Confidential Information to Seller unless it is required to do so to enable Seller to perform work under the Contract. 10.6 As to any individual item of Confidential Information, the restrictions of this Article shall expire the earlier of five (5) years Page 3 of 7 after the date of disclosure or three (3) years after termination or expiration of the Contract. 10.7 This Article does not supersede any separate confidentiality or nondisclosure agreement signed by the parties. 11. Health and Safety Matters. 11.1 Buyer shall take all necessary precautions, at all times, for the health and safety of Seller personnel at the Site. These include, but are not limited to: providing to Seller for review, and instructing Seller's personnel regarding, Buyer's safety practices; proper and safe handling of, and protection of Seller's personnel from exposure to, Hazardous Materials; energization and de- energization of all power systems (electrical, mechanical and hydraulic) using safe and effective lock-out/tag-out procedures; and conducting periodic safety meetings. 11.2 Seller may, from time to time, conduct safety audits to ensure the existence of safe site and working conditions and make recommendations to Buyer concerning them. Whether or not Seller conducts safety audits or makes recommendations, Buyer will remain responsible for providing a work environment that is safe and that complies with all applicable legal requirements. Buyer will make its local medical facilities and resources available to Seller personnel who need medical attention, for the duration of their needs. Under no circumstance will Seller personnel be required to work more than any maximum time periods allowed by applicable law. 11.3 If, in Seller's reasonable opinion, the safe execution of the Contract at the Site is, or is apt to be, imperiled by security concerns, local conditions, war (declared or undeclared), armed conflict or threatened conflict, civil unrest, terrorist acts or threats, threat to safety or well-being of the Site or personnel or Seller's persons or interests, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions,=Seller may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from the Site, suspend performance of all or any part of the Contract, and/or transfer such performance and supervise it at a location solely determined by Seller. Buyer shall assist in any evacuation. Any delay that results shall be considered excusable. 11.4 Before issuing its purchase order, Buyer shall advise Seller in writing of all applicable Site -specific rules, regula- tions, safety codes, and laws that apply to Products and Services. 11.5 Operation of Buyer's equipment is the responsibility of Buyer. Buyer shall not require Seller personnel to work on other projects or equipment during the term of the Contract. 12. Site Access and Conditions; Hazardous Materials. 12.1 Buyer shall provide Seller access to the Site and any other facilities free of charge, including the operating and development environment and information, as necessary for Seller's performance of the Contract. Prior to Seller starting any work at the Site, Buyer will (i) provide documentation that identifies any existing Hazardous Materials on or about the Site, and (ii) allow Seller, at its option, access to the Site to perform or have performed a Site evaluation, including without limitation, a review of applicable documents and visual examination of the Site. Whether or not Seller conducts any evaluation, Seller will have no responsibility or liability for existing Site conditions. 12.2 Seller shall promptly, and, if feasible, before such conditions are disturbed, notify Buyer in writing of: (i) subsurface, latent physical or other conditions at the Site, including but not limited to Buyer's health and safety requirements, differing materially from those indicated in the Contract or otherwise disclosed by Buyer, and (ii) previously unknown physical conditions at the Site, including archeological remains, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. Buyer shall promptly investigate those conditions. If it is determined that any conditions do materially differ and cause an increase in Seller's cost of, or the time required for, performance of any part of the work under the Contract, the parties shall make an equitable adjustment in price and schedule and modify the Contract in writing accordingly. 12.3 If, at the Site, Seller encounters Hazardous Materials that require special handling or disposal, Buyer shall immediately take whatever precautions are required to eliminate legally the hazardous conditions so that the work under the Contract may safely proceed. Seller shall not be obligated to commence or continue work until Buyer causes the hazardous conditions to be removed. If any such Hazardous Materials cause an increase in Seller's cost of or time required for performance of any part of the work, the parties shall make an equitable adjustment to the price and schedule and modify the Contract in writing accordingly. Buyer agrees to properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of Seller's work at the Site. 12.4 Intentionally Omitted. 13. Termination and Suspension. 13.1 Buyer may terminate the Contract (or any portion thereof) for cause if Seller: (i) substantially breaches a material obligation which does not otherwise have a specified contractual remedy, provided that: (a) Buyer shall first provide Seller with detailed written notice of the breach and of Buyer's intention to terminate the Contract, and (b) Seller shall have failed, within 30 days after receipt of the notice (or such extended period as is considered reasonable by the parties), to either (1) commence and diligently pursue cure of the breach, or (2) provide reasonable evidence that the breach has not occurred; or (ii) becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws. If Buyer terminates the Contract as provided in this Section: (a) Buyer shall pay to Seller all portions of the Contract price allocable to work performed (for example, the price for Products completed or partially completed before the termination), Lease Fees incurred, and all Services performed at the Seller's then -current standard time and material rates; and (b) Seller shall pay Buyer the difference between that portion of the Contract Price allocable to the terminated scope and the actual amounts reasonably paid by Buyer to another supplier for that scope. 13.2 Seller shall have the right to suspend or terminate the Contract (or any portion thereof) immediately for cause if: (i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; (ii) there is an excusable delay (as per Section 5 above) lasting longer than 120 days; (iii) any representation or warranty made by Buyer herein or in any document or certificate furnished by Buyer in connection herewith proves to be incorrect in any material respect; or (iv) Buyer materially fails to comply with any terms of the Contract, including but not limited to, failure to make any payment when due or to fulfill any payment conditions. GE GonfdentW and Proprietary Page 4 d 7 13.3 If the Contract (or any portion thereof) is terminated for any reason other than those set forth in Section 13.1 above, Buyer shall pay Seller for all Products completed or partially completed, Lease Fees incurred, and Services performed through the date notice was given Seller by Buyer, plus a cancellation charge equal to 15% of the Contract price allocable to the uncompleted Products, unfinished Lease Term and unperformed Services. The following shall apply when determining the amount due from Buyer for Services performed before the date of termination: (i) for Services performed under time and material pricing, Buyer shall pay for all hours performed at Seller's then -current standard time and material rates and (ii) for Services performed under a firm fixed price, Buyer shall pay (a) the applicable price for all milestones achieved and (b) for any milestone not yet achieved, all hours performed in connection with the unachieved milestone(s) at Seller's then -current standard time and material rates. 13.4 Buyer shall pay any reasonable expenses incurred by Seller in connection with a suspension or termination, including expenses for repossession, fee collection, demobilization/remobilization or costs of storage during suspension upon submission of Seller's invoice(s). Performance of Seller's obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension. 14. Software, Leased Equipment, Remote Environmental Services, Remote Diagnostic Services, PCB Services, EPC Services. 14.1 If Seller provides any software to Buyer, the terms of this Contract shall apply including the Software License Addendum. If Seller leases any of Seller's equipment or provides related Services to Buyer, including placing Seller's equipment at Buyer's site to provide remote Services, the terms of this Contract shall apply including the Lease Agreement Addendum. If Seller provides any remote environmental Services to Buyer, the terms of this Contract shall apply including the Remote Environmental Services Addendum. If Seller provides any remote diagnostic services to Buyer, the terms of this Contract shall apply including the Remote Diagnostic Services Addendum. If Seller provides any PCB Services to Buyer, the terms of this Contract shall apply including the PCB Services Addendum. If Seller provides any EPC Services to Buyer, the terms of this Contract shall apply including the EPC Services Addendum. If there is any conflict between these terms and the terms of any applicable addendum, the terms of the addendum shall prevail. 14.2 If Seller performs Services related to Sellers own proprietary software, Buyer agrees that Seller owns all proprietary rights, including, but not limited to any patent, copyright, trade secret, trademark and other proprietary rights, in and to that software and any work derived from that software ("Derivative Work"). "Derivative Work" is (i) any work that is based upon one or more pre-existing work, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, extension or any other form in which such pre-existing work may be recast, transformed, or adapted, and that, if prepared without the authorization of the owner of the copyright to such pre-existing work, would constitute a copyright infringement and (ii) any compilation that incorporates such a pre-existing work. Buyer shall have only a "right to use" license to a Derivative Work for internal business purposes and shalt not disclose, sell, lease, distribute, or otherwise transfer the Derivative Work to any third party except as may be permitted by these terms or as approved in writing by Seller. 14.3 For the purposes of this Article, "Seller" means Seller, its affiliates, and their successors or assigns. 15. Intellectual Property Indemnification. 15.1 Subject to the terms of the Contract, Seller shall indemnify Buyer against any damages, costs and expenses arising out of any suit, claim, or proceeding (a "Claim") alleging that Products or Services infringe a patent in effect in the U.S., an EU member state or country of delivery (provided there is a corresponding patent issued by the U.S. or an EU member state), or U.S. copyright or copyright registered in the country of delivery; provided that: (a) Buyer promptly notifies Seller in writing of any such Claim; (b) Buyer makes no admission of liability and gives Seller sole authority, at Seller's expense, to direct and control all defense, settlement, and compromise negotiations; and (c) Buyer provides Seller with full disclosure and assistance that may be reasonably required to defend any such Claim. 15.2 Seller shall have no obligation or liability with respect to any Claim based upon: (a) any Products or Services that have been altered, modified, or revised; (b) the combination, operation, or use of any Products or Services with other products when such combination is part of any allegedly infringing process; (c) failure of Buyer to implement any update provided by Seller that would have prevented the Claim; (d) unauthorized use of Products or Services, including, without limitation, a breach of the provisions of the Contract; or (e) Products or Services made or performed to Buyer's specifications. 15.3 Should any Product or Service, or any portion thereof, become the subject of a Claim, Seller may at its option (a) procure for Buyer the right to continue using the Product or Service, or portion thereof, (b) modify or replace it in whole or in part to make it non -infringing, or (c) failing (a) or (b), take back Products or Services and refund any fees received by Seller attributable to the infringing Product or Service. 15.4 This states Seller's entire liability for indemnification for patent, trademark, copyright, and trade secret infringement for Products and Services. 15.5 Notwithstanding the foregoing, with respect to any Products or Services, or portions thereof, which are not manufactured/developed by Seller, only the indemnity of the manufacturer/developer, if any, shall apply. 16. Changes. 16.1 Each party may at any time propose changes in the schedule or scope of Products or Services in the form of a draft change order. Some changes requested by Buyer may require analytical or investigative work to evaluate the change, and this evaluation work may be charged to Buyer at prevailing rates. The parties may mutually agree on the length of time within which a decision shall be made regarding the change. if mutually agreed, the changes will be documented in a written document signed by authorized representatives of each party, along with any equitable adjustments in the Contract price or schedule. Seller is not obligated to proceed with the changed schedule or scope until both parties agree in writing. Changes in applicable laws, rules and regulations shall be treated as a change within the meaning, and subject to the requirements, of this Article. Unless otherwise agreed by the parties, pricing for additional work arising from changes in laws, rules and regulations shall be at time and material rates. 16.2 All Products delivered shall conform to Seller's part or version number specified or (at Seller's option) its equivalent or the superseding number subsequently assigned by Seller. If GE GorfidentW and Proprietary Page 5 of 7 the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer. 17. Inspection and Factory Tests. The quality control exercised by Seller in its manufacture of Products shall be in accordance with Seller's normal quality control policies, procedures and practices. Seller shall attempt to accommodate Buyer's requests to witness Seller's factory tests of Products, if such witnessing can be arranged without delaying the work. Such access shall be limited to areas directly concerned with Products ordered by Buyer and shall not include restricted areas where development work or work of a proprietary nature is being conducted. 18. General Clauses. 18.1 Subject to the limitations in Clause 8.2, Seller shall be liable to and indemnify Licensee, its employees and its subcontractors (each an "indemnified Party") for any injuries to third parties or damage to third party property, and, at its expense, shall defend and hold the Indemnified Party harmless against and from any claims raised by a third party arising in connection with these Terms and Conditions to the extent they are caused by the negligence or willful misconduct of Seller or its employees or subcontractors. 18.2 During the term of the Contract, Seller shall maintain the following insurance coverage: (a) Worker's Compensation and any other statutory insurance required by law with respect to work related injuries or disease of employees of Seller applicable to Seller's employees in such form(s) and amount(s) as required by all applicable laws; and (b) Commercial General Liability insurance for Seller's protection, in broad form including coverage for liability assumed under the Contract, providing coverage for bodily injury and property damage with a combined single limit of not less than US $5,000,000 cumulative total of underlying and excess coverages. Such insurance shall: (i) acknowledge Buyer and its officers, elected officials, agents, and employees additional insured as required by this Contract, but only to the extent that the Buyer is held liable for the negligence or other culpability of Seller. No coverage is provided for liability arising out of the Buyer's own negligence; (ii) limited to the indemnification obligations contained in Section 18.1 (Indemnification), waive all rights of subrogation against Buyer and its respective officers, elected officials, agents, and employees; and (iii) provide that the policy shall not be canceled or changed without thirty (30) days' advance written notice to Buyer of such cancellation or change. Prior to commencement of any work under this Contract, Seller shall deliver to Buyer a certificate of insurance showing that the foregoing insurance is in full force and effect 18.3 Products and Services sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products or Services for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damages, injury or contamination. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply. 18.4 Seller may assign or novate its rights and obligations under the Contract, in part or in whole, to any of its affiliates with Buyer's written consent, and may subcontract portions of the work, so long as Seller remains responsible for it; provided, however, Seller may assign to an entity controlling, controlled by, or under combined control without Buyer's consent. The delegation or assignment by Buyer of any or all of its duties or rights under the Contract without Seller's prior written consent shall be void. 18.5 Buyer shall notify Seller immediately upon any change in the ownership of more than fifty percent (50%) of Buyer's voting rights or in Buyer's controlling interest. If Buyer fails to do so or Seller objects to the change, Seller may (a) terminate the Contract, (b) require Buyer to provide adequate assurance of performance (including but not limited to payment), or (c) put in place special controls regarding Seller's Confidential Information. 18.6 If any provision of the Contract is found to be void or unenforceable, the remainder of the Contract shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable. 18.7 The following Articles shall survive termination or cancellation of the Contract: 2, 3, 4, 6, 7, 8, 9, 10, 12, 13, 14, 15, 17 and 18. 18.8 The Contract represents the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties' authorized representatives. 18.8 For direct and indirect U.S. government contracts only, all Products and Services provided by Seller shall be considered "commercial items" as defined in FAR Part 2, 2.101 and in accordance with FAR 52.244-6. If the reasonableness of the price cannot be established, if cost or pricing data is required for any other reason, or if the Products or Services cannot be considered "commercial items," Seller may cancel the Contract without liability. 18.9 This Contract may be executed in multiple counterparts that together shall constitute one agreement. 18.10 Except as provided in the Article entitled "Limitation of Liability", this Contract is for the benefit of the parties and not for any third party. GE ENE By: Name: Title: Date: CITY OF By: Name: Title: Date: AT ST: M�1 y �ecre ary Papa 8 of 7 GE ConfdentW and Proprietary l , Signature Page GE Energy M nagement Serv!qes, Inc. BY 2000 S. Colorado Denver, CO 80222 Address LUBBOCK POWER & LIGHT (OWNER) /Suite 2-1100 R. Collier , —��— Chairman Electric Utility Board CITY OF L BBOC EXAS a McDougal Mayor APPROVED AS TO CONTENT: n'� Dale Stephens Electric Distribution Superintendent APPROVED AS TO CONTENT: Sherry Stephens Chief Operating Officer Water Utilities ATTEST: , AQ q—eb4oca Garza City Secretary APPROVED AS TO CONTENT: M4itearkood Dir for Information Services GE Confidential and Proprietary Page 7 of 7 r Certificate of Insurance for City of Lubbock, Purchasing & Contract Management, Attn:... Page 1 of 2 CERTIFICATE OF INSURANCE - THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW NAME AND ADDRESS OF INSURANCE COMPANY: ELECTRIC INSURANCE COMPANY 75 SAM FONZO DRIVE, BEVERLY, MA 01915 COMPANIES AFFORDING COVERAGES COMPANY LETTER A ELECTRIC INSURANCE COMPANY COMPANY B LETTER FOR REVISIONS, RENEWAL OR QUESTIONS ON THIS CERTIFICATE CONTACT: STEPHEN G.PALENSCAR 75 SAM FONZO DRIVE BEVERLY, MA 01915 COMPANY `. Tel: 9785245210 LETTER Fax: 978-2365201 1NAME AND ADDRESS OF INSURED: GE Energy Management Services, Inc. - dlb/a GE Network ETTERNY p Solutions 5600 Greenwood Plaza Boulevard, Englewood, CO 80111 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY. REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS OF LIABILITY COMPANY LETTER TYPE OF INSURANCE POLICY NUMBER POLICY PERIOD EACH OCCURRENCE AGGREGATE A GENERAL LIABILITY GL 06-1 1/1/06 BODILY INJURY AND $ 2,500,000 $5,000,000 [XI COMMERCIAL FORM TO PROPERTY DAMAGE [XI PREMISES -OPERATIONS 1/1/O7 COMBINED [XI XCU [XI PRODUCTS/COMPLETED OPERATIONS HAZARD [XI BLANKET CONTRACTUAL [XI BROAD FORM PROPERTY DAMAGE [X] ADVERTISING LIABILITY [XI INDEPENDENT CONTRACTORS [XI SEPARATION OF INSUREDS [XI PERSONAL INJURY [X] CLINICAL TRIALS [X]OCCURRENCE FORM A AUTOMOBILE LIABILITY ML 06-2 1/1/06 BODILY INJURY AND $2,500,000 [X] COMPREHENSIVE FORM TO PROPERTY DAMAGE (X] OWNED 1 /1 /07 COMBINED [X] HIRED IX] NON -OWNED A EXCESS LIABILITY XS 05-1 12/1/05 BODILY INJURY AND $2,500,000 $5,000,000 [X] FOLLOWING FORM TO PROPERTY DAMAGE 12/1/06 COMBINED A WORKERS WC 06-1 1/1/06 [X]STATUTORY COMPENSATION AND TO LIMITS EACH ACCIDENT $2,500,000 EMPLOYERS LIABILITY 1 /1 /07 Includes USLSBHW and Jones Act Coverage and'AII States' Endorsement DISEASE - POLICY $2,500,000 LIMIT DISEASE - EACH $2,500,000 EMPLOYEE LOCATION: REMARKS: Subject to their terms and conditions, the General, Excess and Automobile Liability policies include City of Lubbock and its officers, elected officials, agents, and employees as additional insureds but only to the extent required by an agreement or contract with the Named Insured. This provision does not apply to liability for occurrences arising out of the negligence of the additional insured unless agreed to by contract The general liability policy listed on this certificate contains a waiver of subrogation in favor of the additional insureds to the extent required by contract. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT BELOW, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES. IE AND ADDRESS OF CERTIFICATE HOLDER: of Lubbock, Purchasing & Contract Management, Attn: Randy 162513th Street, Room 204, Lubbock, TX 79401-3830 CONTRACT NO.: Contract Term: From To IDATE ISSUED: 3/17/2006 `DATE LAST MODIFIED: 3/17/2006 Stephen G. Palenscar Authorized Representative Certificate of Insurance for City of Lubbock, Purchasing & Contract Management, Attn:... Page 2 of 2