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EXHIBIT 10.18
AGREEMENT
BETWEEN
IES INDUSTRIES INC.
AND
CONVERGENT GROUP CORPORATION
(REFERENCE NO. 109)
This Agreement ("Agreement") is made and entered into by and between IES
Industries Inc., its authorized agents, employees, assigns, subsidiaries and
successors (CLIENT) and Convergent Group Corporation (CONSULTANT), and includes
as required the sale and maintenance of hardware manufactured by third parties
hereto ("Hardware"), the licensing and maintenance of third-party application
Software and operating system Software ("Software"), Custom Software generated
by CONSULTANT ("Custom Software"), certain associated documentation
("Documentation") and professional consultant services, required to provide
technical and management consulting expertise to CLIENT for custom application
software and custom application software systems as well as provide technical
services related thereto as more particularly set forth in the Schedules
attached hereto and incorporated herein by this reference (collectively
"Consultant Services").
1. SCOPE OF WORK: CONSULTANT agrees to provide CLIENT with Hardware, Software,
Custom Software, Documentation and Services as required to manage the
development and implementation of strategic systems and applications to support
CLIENT's corporate business objectives. These systems will be implemented in
phases in accordance with the requirements of Schedule A - Scope of Work
attached hereto and incorporated herein by this reference.
2. COSTS AND FEES: The total price for the implementation of Strategic Systems
and Applications for the Vision IMPACT project to support the CLIENT's business
objectives is $14,333,627 which is comprised of a Fixed Price Component as
defined in Schedule B and an Estimated component as defined in Schedule C.
2.1 The estimated costs and fees are $5,070,340. These costs and fees
include all estimated expenses for the project (expenses will be
billed to CLIENT at cost plus a 3 1/2 percent administrative fee),
application and system integration development. The description of the
tasks associated with the estimated work effort is contained in
Schedule A - Scope of Work and the billing terms for the estimated
cost and fees are contained in Schedule C - Billing Terms for
Estimated Work.
2.2 The Firm Fixed cost and fees are $9,263,287 and include the delivery
of an integrated AM/FM/GIS, Work Management, Distribution Management,
Mobile Data Terminal, Conversion and the procurement of third-party
Software. The description of the tasks associated with fixed work
effort is contained in Schedule A - Scope of Work and the billing
schedule for the fixed costs and fees is contained in Schedule B -
Fixed Price Payments.
2.3 The cost and fees set forth in Schedule B and Schedule C are exclusive
of the following and CLIENT agrees to:
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2.3.1 enter into a contract amendment for any CLIENT-directed change
of scope in accordance with clauses 8.1 and 8.2 of this
Agreement.
2.3.2 all taxes, however designated, paid or payable by hereunder,
exclusive of taxes based on the net income of CONSULTANT. If any
charges under this Agreement are exempt from sales or use tax
liability, CLIENT shall provide to CONSULTANT, upon execution of
this Agreement, evidence of tax exemption acceptable to the
relevant taxing authority.
3. PAYMENT TERMS: The Firm Fixed Cost and Fees payment schedule is contained in
Schedule B which is attached hereto and incorporated herein by this reference.
The Estimated Cost and Fees billing terms are delineated in Schedule C which is
attached hereto and incorporated herein by this reference.
In the event that an invoice, or any undisputed portion of an invoice,
remains unpaid for 30 days after the date it is delivered to CLIENT the
CONSULTANT shall charge CLIENT interest at the rate of one percent per month or
at the maximum rate permitted by law, whichever is less, on the unpaid balance
of said invoice from the date of its delivery to CLIENT.
All invoices will be addressed to: Express Address:
IES Utilities Inc. IES Utilities Inc.
X.X. Xxx 000 000 Xxxxx Xxxxxx XX
Xxxxx Xxxxxx, XX 00000-0000 Xxxxx Xxxxxx, XX 00000
Attn: Xxx Xxxxxxx, Project Manager
The CLIENT will make payments using Electronic Funds Transfers using the
bank and account information contained in Schedule D - Electronic Funds
Transfer.
4. CONSULTANT EMPLOYEES: CONSULTANT personnel shall be and will remain at all
times, during this Agreement, employees of CONSULTANT. CLIENT shall not be
responsible for any payments due CONSULTANT employees on account of, or in
connection with, this Agreement.
CONSULTANT employees assisting CLIENT under this Agreement who are found,
in CLIENT's sole opinion, to be unsatisfactory for services to be performed
hereunder, shall be removed by CONSULTANT immediately upon receipt of written
notice from CLIENT. Such employee shall be replaced with another CONSULTANT
employee satisfactory to CLIENT as soon as possible.
5. NON-SOLICITATION OF EMPLOYEES: CLIENT agrees that CLIENT will not, during the
term of this Agreement and for a period continuing for 12 months after the
expiration or termination of this Agreement for any reason, directly or
indirectly solicit, influence, entice or encourage any person who is then or had
been within one (1) year of such action an employee of CONSULTANT to cease his
or her relationship with, or otherwise interfere with, disrupt or attempt to
disrupt any past, present or prospective relationship, contractual or otherwise,
between CONSULTANT and any of its employees.
CLIENT further agrees that CLIENT will not, during the term of this
Agreement and for a period continuing for 12 months thereafter, hire or attempt
to hire, whether as an employee, consultant or otherwise any person who was
employed by CONSULTANT at any time during the term of this Agreement.
CONSULTANT agrees that these terms are reciprocal with respect to
solicitation of CLIENT employees.
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This Section shall survive termination or expiration of this Agreement for
any reason.
If the scope of any restrictions contained in this Section is too broad to
permit enforcement of such restriction to its fullest extent, then such
restriction shall be enforced to the maximum extent permitted by law and CLIENT
hereby consents and agrees that the scope may be judicially modified in any
proceeding brought to enforce such restriction.
6. INSURANCE: During the term of this Agreement CONSULTANT shall provide and
maintain at its own expense the following kinds of insurance with limits of
liability as set forth below:
Insurance Limits of Liability
Workmen's Compensation Statutory
Commercial General Liability $ 2,000,000
Automobile Liability $ 1,000,000
Excess Liability $10,000,000
CONSULTANT has provided CLIENT with a certificate of insurance evidencing
the coverages required above and stating the policy numbers and inception and
expiration dates of all policies which is included as Schedule E - Certificate
of Insurance. This certificate of insurance shall also provide for 10-days prior
notice to the CLIENT in the event of cancellation of the policy.
7. INDEPENDENT CONTRACTOR STATUS: The parties to this Agreement are independent
contractors, and none of the provisions of this Agreement shall be interpreted
or deemed to create any relationship between such parties other than that of
independent contractors. Nothing contained in this Agreement shall be construed
to create a relationship of employer and employee, master and servant, principal
and agent, or coventurers between CLIENT and CONSULTANT or between CLIENT and
any employee of CONSULTANT, or between CONSULTANT and any employee of CLIENT.
CLIENT shall have no right to control or direct the details, manner, or means by
which CONSULTANT performs the services hereunder, provided that such services
shall be performed to the mutually agreed upon specifications contained in the
Schedules. In performing such services, CONSULTANT shall have no control over
the management authority with respect to the CLIENT or its operations.
8. SPECIAL CONDITIONS: The following conditions are incorporated into the
understandings associated with this Agreement:
8.1 If the project scope of work is requested to be increased or changed
by CLIENT in such a manner as to require additional labor or expenses,
and CONSULTANT agrees to such changes, the parties will adjust both
scope and costs and fees through a written amendment to this
Agreement. Before the CONSULTANT performs any work outside the
currently approved scope of work, the CONSULTANT must first receive
written approval for a scope of work change from the CLIENT or
otherwise waive any right for compensation for the work, unless the
parties can mutually agree upon an equitable adjustment.
8.2 CLIENT and CONSULTANT reserve the right to subsequently amend this
Agreement to include additional services or associated products.
Compensation for additional services or products will be as agreed by
CLIENT and CONSULTANT and may be incorporated as Addenda to this
Agreement. All work to be accomplished will be defined in written
change
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orders approved by the parties. The change orders will define the
objectives to be addressed, the scope of services to be provided, the
products to be delivered, the schedule to be met, special
considerations (as appropriate), and a change order cost and fee
estimate. The CONSULTANT will be reimbursed for expenses as provided
in the change order.
8.3 CONSULTANT's project team members will have the opportunity and
authority to contact personnel at CLIENT directly in the performance
of technical consulting duties.
8.4 Other terms and conditions may be added to this Agreement in the
future by mutual written consent of both parties.
8.5 The parties will utilize a "zero-based" contingency method for changes
where the CLIENT can request additional work while reducing the dollar
equivalent from elsewhere in the Scope of Work. However, the CLIENT
retains the option of increasing the contract firm fixed cost and
fees. Any changes to the Scope of Work must be authorized in writing
by the CLIENT's Project Manager.
9. EQUAL EMPLOYMENT: In performing the services hereunder, CONSULTANT agrees to
comply with all applicable local, state, and federal laws, regulations, and
orders relating to fair and equal employment opportunity practices and policies.
10. LICENSE AND SOFTWARE PROTECTION: Both CONSULTANT and CLIENT have developed
numerous proven proprietary materials which provide the methodologies for the
development of the Deliverables as delineated in Exhibit A - Scope of Work. The
use of these materials contributes to the cost-effectiveness of the project.
Both parties agree that the CONSULTANT and CLIENT shall own all such products,
materials, and methodologies that have been developed by that party, and that
CONSULTANT and CLIENT shall have or obtain no rights in such proprietary
products, materials, and methodologies of the other party, except pursuant to a
separate written agreement executed by the parties. The CONSULTANT and CLIENT
shall have the right to market, distribute, make derivative works from and sell
similar work to other companies without further notice to nor consent from the
other party. Nothing in this Agreement shall restrict or prohibit CONSULTANT's
or CLIENT's right to use concepts, techniques, and know-how used or developed in
the course of performing these services.
CONSULTANT's work for CLIENT will include, among other things, customizing
CONSULTANT's code and proprietary methodologies as well as Third-Party Code.
CONSULTANT shall be the owner and retain exclusive copyrights of all deliverable
products created in connection with this Agreement and the media on which such
deliverable products are presented. CONSULTANT shall deliver to CLIENT the
Source Code and deliverable products in accordance with Section 2 of this
Agreement. CONSULTANT grants to CLIENT and all of its affiliates a perpetual
unrestricted, royalty-free license to reproduce and use, for Customer's internal
purposes only, any materials developed for CLIENT related to this Agreement, not
including Third-Party Software Licenses. CLIENT agrees not to exhibit,
distribute, or otherwise disclose any proprietary software, methods, or
materials to external or third parties without the prior approval in writing
from CONSULTANT.
CLIENT shall be the Owner and retain exclusive copyrights of all products
created by CLIENT in connection with this Agreement and the media on which such
products are presented. CLIENT grants to CONSULTANT a perpetual unrestricted,
royalty-free license to reproduce and use such products for CLIENT's internal
business purposes only.
All third-party Software licenses will be executed between the CLIENT and
the third-party Software vendor. Grants of licenses for all third-party Software
licenses will be transferred from the third party to the CLIENT in accordance
with a mutually acceptable license agreement.
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11. TRAINING: Subject to a mutually agreed to schedule, CONSULTANT will provide
training to the CLIENT in the use of the CONSULTANT Software listed in Schedule
A. The extent of such training, number of CLIENT personnel to be trained,
location of such training, and the appropriate costs and fees are reflected in
the Schedules.
12. HARDWARE MAINTENANCE. CONSULTANT may provide Hardware Maintenance to CLIENT.
The terms of the Hardware Maintenance will be in accordance with mutually agreed
upon Maintenance provisions.
13. CORE APPLICATION SOFTWARE MAINTENANCE: CONSULTANT will provide Software
maintenance to CLIENT after installation for two years; thereafter, maintenance
may be provided in a mutually agreed upon schedule and costs and fees between
CLIENT and CONSULTANT. The terms of the Software Maintenance will be in
accordance with mutually agreed upon maintenance provisions to be added at a
later date.
13.1 CUSTOM SOFTWARE MAINTENANCE. CONSULTANT will provide custom
application software maintenance after date of acceptance for two
years; thereafter, maintenance shall be provided in a mutually agreed
to schedule and costs and fees between CLIENT and CONSULTANT. The
terms of the Software Maintenance will be in accordance with mutually
agreed upon maintenance provisions to be added at a later date.
14. WARRANTY AND DISCLAIMER: CONSULTANT warrants that for 90 days after the
Installation Date (i) any Hardware which is procured for CLIENT by CONSULTANT
will be free from defects in materials and workmanship, (ii) any Software which
is procured for CLIENT by CONSULTANT will perform substantially in compliance
with the Documentation provided by CONSULTANT and (iii) the system integration
will meet the requirements contemplated by the Scope of Work, if any, as
demonstrated by the successful completion of the mutually agreed upon acceptance
criteria.
CONSULTANT MAKES NO OTHER WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
HARDWARE, SOFTWARE, DOCUMENTATION, TECHNICAL INFORMATION, AND TECHNICAL
ASSISTANCE PROVIDED BY CONSULTANT PURSUANT TO THIS AGREEMENT.
15. LIMIT OF LIABILITY: CONSULTANT's liability in respect to services and
materials provided under this Agreement shall be limited to claims directly
attributable only to the failure of CONSULTANT's agents or employees to exercise
the degree of skill and performance normally exercised by duly qualified persons
performing similar functions. The amount of CONSULTANT's liability shall not
exceed $10,000,000. IN NO EVENT SHALL CONSULTANT, ITS EMPLOYEES, OFFICERS, OR
AGENTS BE LIABLE FOR LOSS OF EARNINGS, LOSS OF PROFITS, LOSS OF INTEREST, , OR
ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGE, HOWEVER CAUSED.
16. NEGLIGENCE: Each party shall be responsible for willful misconduct and
negligent acts or omissions of its agents and employees. Each party shall
indemnify, hold harmless, and defend the other from and against all liabilities
for bodily injury and property damage caused by the willful or negligent act or
omission of the indemnifying party or its agents or employees. This Section
shall survive termination or expiration of this Agreement for any reason.
17. LIMITATION OF REMEDIES: CONSULTANT's entire liability and the CLIENT's
exclusive remedy, in respect to services and materials provided under this
Agreement with the exception of the Indemnity Agreement in paragraph 18, shall
be that CONSULTANT will, pursuant to applicable maintenance provisions, restore
the Hardware to working order if it should fail due to defects in materials and
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workmanship and correct the Application Software if it should fail to
substantially conform to the Documentation provided by CONSULTANT, during the
period in which CONSULTANT is providing maintenance services in accordance with
Sections 13 and 14 herein. However, if CONSULTANT is unable to cure such
defects, as CLIENT's exclusive remedy, CONSULTANT will grant CLIENT a refund for
the Hardware and/or Application Software involved, based upon its five-year
straight line depreciated value over the life of the product.
17.1 Under this Section 17, CONSULTANT's entire liability for damages for
any cause whatsoever, and regardless of the form of action, shall be
limited to CLIENT's actual direct damages not to exceed the amount
paid to CONSULTANT under this Agreement for the specific item that
caused the damage or that is the subject matter of, or is directly
related to, the cause of action. This limitation is not applicable to
claims for patent, copyright and trade secret infringement which
claims are covered by Section 18.
18. PATENTS, TRADEMARKS AND TRADE SECRET INFRINGEMENT INDEMNITY: CONSULTANT
shall defend, at its expense, any action brought against CLIENT to the extent
that it is based upon a claim that any Hardware, Software, or Documentation
infringes a patent, copyright, or violates any third party trade secret or
proprietary right and shall pay all costs and damages finally awarded against
CLIENT, provided that CONSULTANT is given prompt written notice of such claim
and is given information, reasonable assistance, and sole authority to defend or
settle the claim.
18.1 If any such action is brought, or in CONSULTANT's opinion is likely to
be brought, then CONSULTANT may at its election (i) obtain for CLIENT
the right to continue using the Hardware, Software, or Documentation;
(ii) replace or modify such so that it becomes noninfringing; or,
(iii) if such remedies are not reasonably available, accept CLIENT's
return of the Hardware, Software, or Documentation, and grant CLIENT a
refund for the Hardware, Software, or Documentation involved.
18.2 CONSULTANT shall have no obligation under this Section if the alleged
infringement or violation is based upon the use of the Hardware,
Software or Documentation in combination with other hardware,
software, or documentation not furnished by CONSULTANT or if such
claim arises from CONSULTANT's compliance with CLIENT's designs,
specifications, or instructions, or from CLIENT's modification of the
Hardware, Software, or Documentation.
18.3 CONSULTANT shall have no liability for infringement of patents,
copyrights, or violation of trade secrets or proprietary rights except
as expressly provided in this Section.
19. TERMINATION: If either party shall at any time commit any material breach of
any covenant, or warranty under this Agreement (other than a breach of Section
9), and (i) shall fail to cure such breach within thirty (30) days of written
notice of such breach or (ii) if it is not curable within thirty (30) days of
written notice, shall fail to diligently commence to cure it within thirty (30)
days of notice, the defaulted party may at its option and in addition to any
other remedies to which it is entitled, terminate this Agreement by written
notice.
19.1 Except as may be prohibited by the U.S. bankruptcy laws, in the event
of either party's insolvency or inability to pay debts as they become
due, voluntary or involuntary bankruptcy proceedings by or against a
party hereto, or appointment of a receiver or assignee for the benefit
of creditors, the other party may terminate this Agreement by written
notice.
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19.2 CONSULTANT reserves the right to terminate this Agreement upon written
notice to CLIENT if CLIENT fails to make full payment of any invoice
or portion of any invoice not in dispute within seventy (70) days from
date of invoice.
19.3 All license rights granted for which CLIENT has not paid in full shall
cease upon any termination or cancellation of this Agreement. Within
fifteen (15) days after termination of the license rights granted
herein, or termination or cancellation of this Agreement for any
reason, CLIENT agrees to certify to CONSULTANT in writing that the
original and all copies of the Software and Documentation, in any
form, have been destroyed.
19.4 This Agreement may be terminated in whole or in part by the CLIENT for
the CLIENT's convenience, provided that the CONSULTANT is given 1) not
less than thirty (30) days written notice by certified mail, return
receipt requested, of the CLIENT's intent to terminate and 2) an
opportunity for consultation with the CLIENT prior to termination. If
this Agreement is terminated for convenience, CONSULTANT will be paid
its actual incurred fees and legally committed accrued costs,
determined in accordance with generally accepted accounting principles
consistently applied, provided that if compensation under this
Agreement is on a Time and Materials basis, CONSULTANT will be
compensated at the current CONSULTANT established billing rates for
the time spent and materials purchased (or committed to be purchased)
as of the date of termination plus any time reasonably required to
demobilize CONSULTANT's services and the Time and Material charges
associated with the termination expenses and collection thereof.
20. RISK OF LOSS. Should Hardware and/or Software initially be delivered to
CONSULTANT to be used for configuration testing and development efforts the Risk
of Loss during said period shall be with CONSULTANT and CONSULTANT as authorized
by CLIENT to install, maintain, and request warranty remedies from the
third-party Hardware or Software manufacturer during the period it is located at
CONSULTANT's facility. Risk of Loss to Hardware and Software shall pass to
CLIENT upon delivery of same to the CLIENT's installation site.
21. AUDIT REVIEW. CLIENT or its designated representative shall have access to
CONSULTANT's records maintained pursuant to this Agreement at the CLIENT's
premises or at CONSULTANT's regular place of business during normal business
hours to review, audit, and verify any information connected with this Agreement
required by CLIENT to determine the costs associated with non-fixed price Work
or cancellation of Work in progress, or to evaluate and monitor quality
assurance programs. CLIENT shall not have a right to audit in connection with
cost associated with (1) the firm portion of any fixed price Work, except for
cancellation of Work in progress or (2) CONSULTANT's published commercial rate
schedule or any agreed-upon rates for Time and Materials Work.
Copies of any material shall be made for CLIENT at its request and
reasonable costs of reproduction shall be borne by CLIENT. Access to
CONSULTANT's records for the above audit purposes or for technical review
purposes relative to CONSULTANT's performance of the Work under this Agreement
shall be granted to CLIENT for three (3) years after acceptance of the Work or
cancellation of the Agreement.
22. CONFIDENTIALITY OF INFORMATION: The parties acknowledge that in the course
of this Agreement they will have access to, and/or will be in possession of,
Confidential Information of the other. "Confidential Information" shall mean
information regarded by that party as confidential, including, but not limited
to, information relating to its past, present, or future research, development,
or business affairs; future project purchases; any proprietary products,
materials, or methodologies; all items prepared for and submitted to CLIENT in
connection with work performed under this Agreement, including drafts
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and associated material; and any other information marked or, in the case of
information verbally disclosed, verbally designated as confidential at the time
of disclosure by that party.
22.1 Each party shall hold in confidence, in the same manner as it holds
its own confidential information of like kind, all Confidential
Information of the other to which it may have access hereunder. Access
to Confidential Information shall be restricted to those of each
party's personnel with a need to know and engaged in a permitted use..
CLIENT acknowledges that it is essential that CONSULTANT maintain its
business advantage with respect to competitors or would-be
competitors. For this reason, CLIENT shall not engage any third-party
contractor to perform any services for CLIENT which would involve such
contractor receiving any confidential information involve such
contractor using any licensed software provided to CLIENT under this
Agreement, unless such contractor shall have been approved in writing
by CONSULTANT in its sole and absolute discretion.
22.2 The foregoing shall not prohibit or limit either party's use of
information including, but not limited to, ideas, concepts, know-how,
techniques, and methodologies which (i) are or become generally
available to and known by the public (other than as a result of an
unpermitted disclosure directly or indirectly by the receiving party
hereunder or its agents, representatives, or advisors), (ii) are or
becomes available to it on a nonconfidential basis from a source other
than the furnishing party or its affiliates, advisors, agents, or
representatives, provided that such source is not and was not bound by
a confidentiality agreement with or other obligation of secrecy to the
furnishing party, (iii) has already been or is hereafter independently
acquired or developed by it without violating any confidentiality
agreement or other obligation of secrecy to the furnishing party, or
(iv) is required by law or regulation to be disclosed, provided,
however, that it shall give the furnishing party reasonable advance
notice of such requirement so that the furnishing party may seek
appropriate legal relief against such disclosure.
22.3 The parties hereto agree and acknowledge that any such Confidential
Information shall be considered for all purposes confidential and
privileged information under any local, state, or federal law and such
Confidential Information shall not be released pursuant to any local,
state or federal act, law or statute concerning "freedom of
information."
22.4 This Section shall survive termination or expiration of this Agreement
for any reason.
22.5 CLIENT acknowledges and agrees that the provisions of this Section are
essential to CONSULTANT and are reasonable and necessary to protect
the legitimate interest of CONSULTANT and that the damages sustained
by CONSULTANT as a result of a breach of the agreements contained
herein will subject CONSULTANT to immediate, irreparable harm and
damage, the amount of which, although substantial, could not be
reasonably ascertainable, and that recovery of damages at law will not
be an adequate remedy. Therefore, CLIENT agrees that CONSULTANT, in
addition to any other remedy it may have under this Agreement or at
law, shall be entitled to seek injunctive and other equitable relief,
to prevent or curtail any breach of any provision of this Section.
CONSULTANT agrees that prior to the initiation of any legal action,
including without limitation, injunctive and other equitable relief,
CONSULTANT will work with CLIENT to attempt to resolve any suspected
breaches in confidentiality. In the event that a breach of
confidentiality is determined to have occurred, CLIENT will have ten
(10) days to cure such breach of confidentiality prior to CONSULTANT's
initiation of legal action. CLIENT waives any right to the posting of
a bond in the event of an issuance of a
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temporary restraining order, preliminary injunction, upon the issuance
of said order by a court of competent jurisdiction.
22.6 All copyright and other intellectual property rights shall belong to
CONSULTANT. CONSULTANT shall be entitled to retain a duplicate set of
such deliverable products for its files.
23. RETURN OF INFORMATION: Upon termination or expiration of this Agreement for
any reason, both parties shall return any confidential information or
proprietary information belonging to the other party which is in their
possession, except that CONSULTANT shall be entitled to retain a duplicate set
of any deliverable products created in connection with this Agreement.
24. GOVERNING LAW: This Agreement will be governed by the laws of the State of
Iowa without regard to the conflicts of law principles of such state.
25. ENFORCEMENT EXPENSES: In the event of a breach or threatened breach of any
term or provision of this Agreement, the nonbreaching party shall be entitled to
all of its remedies available at law or in equity and in addition shall be
entitled to be reimbursed for all of its costs and expenses in enforcing this
Agreement, including, but not limited to, reasonable attorney's fees. This
Section shall survive termination or expiration of this Agreement for any
reason.
26. CAPTIONS AND HEADINGS: The captions and headings herein are for convenience
only and in no way shall be used in the interpretation or construction of this
Agreement.
27. WAIVER OF COMPLIANCE: Any failure by any party hereto to enforce at any time
any term or condition of this Agreement shall not be considered a waiver of that
party's right to later enforce each and every term and condition hereof.
28. NOTICES: Any notice required or permitted to be made or given to either
party hereto will be sufficiently made or given on the date of receipt or on the
refusal date as specified on the return receipt in the case of overnight courier
or certified mail, if sent to such party at its address set forth below, or such
other address as it shall designate by written notice to the other party. Notice
shall be deemed given on the date of delivery in the case of personal delivery.
IES UTILITIES INC. Express Delivery Address
IES Utilities Inc. IES Utilities Inc.
X.X. Xxx 000 000 Xxxxx Xxxxxx XX
Xxxxx Xxxxxx, XX 00000-0000 Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx, Vice President, Field Operations
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Convergent Group Corporation
0000 Xxxxx Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxxxxx, Executive Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required or permitted hereunder shall be sufficient if given in
writing and if delivered personally, by overnight courier, or by certified mail,
return receipt requested, postage prepaid, addressed to the CONSULTANT or
CLIENT, as the case may be, at the addresses set forth above or at such other
address as such party shall have designated in the manner provided in this
Section. Notice shall be deemed given upon receipt, in the case of personal
delivery, or on the delivery or refusal date, as specified on the return
receipt, in the case of overnight courier or certified mail.
29. SEVERABILITY: If any provision of this Agreement or the application thereof
to any party or circumstance shall be declared invalid, illegal, or
unenforceable, the remainder of this Agreement shall be valid and enforceable to
the extent permitted by applicable law. In such event, the parties shall use
their best efforts to replace the invalid or unenforceable provision with
provision that, to the extent permitted by applicable law, achieves the purposes
intended under the invalid or unenforceable provision.
30. DISPUTE RESOLUTION ARBITRATION: Any and all disputes arising out of or in
connection with the execution, interpretation, performance, nonperformance, of
this Agreement or any other certificate, agreement, or other instrument between,
involving, or affecting the parties (including the validity, scope, and
enforceability of this arbitration agreement) shall be solely and finally
settled by a single arbitrator in accordance with the Commercial Rules of the
American Arbitration Association (the "Rules"); provided, however, that in the
event of conflict between the Rules and the terms of this Agreement, the terms
of this Agreement shall govern. The place of arbitration shall be Cedar Rapids,
Iowa, and the law applicable to the arbitration procedure shall be the Federal
Arbitration Act (9 USC P2). To commence arbitration of any such dispute, the
party desiring arbitration shall notify the other party in writing in accordance
with the Rules. In the event that the parties fail to agree on the selection of
an arbitrator within fifteen (15) days after the delivery of such notice, the
arbitrator shall be selected by the American Arbitration Association upon the
request of either party.
The parties agree that the award of the arbitrator shall (1) be the sole
and exclusive remedy between them regarding any claims, counterclaims, or issues
presented to the arbitrator; (2) be final and subject to no judicial review; and
(3) be made and shall promptly be payable in U.S. dollars free of any tax,
deduction, or offset. The parties further agree that any costs, fees, or taxes
incident to enforcing the award shall, to the maximum extent permitted by law,
be charged against the party resisting such enforcement. The parties hereto
agree that judgment on the arbitration award will be nonbinding.
Each party shall, except as otherwise provided herein, be responsible for
its own expenses, including legal fees, incurred in the course of any
arbitration proceedings. The fees of the arbitrator shall be divided evenly
between the parties.
CONSULTANT shall carry on and be paid for the services not in dispute and
maintain the schedule for services during any arbitration or litigation
proceedings, unless otherwise agreed by CONSULTANT and CLIENT in writing.
Proprietary and Confidential UGC/FGM1034P
-10-
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IES Industries Inc.
Convergent Group Corporation Agreement
-------------------------------------------------------------------------------
31. SCHEDULES: The Schedules attached hereto form a part of and are incorporated
herein by this reference.
Schedule A: Scope of Work
Schedule B Fixed Price Payments
Schedule C Billing Terms for Estimated Work
Schedule D Electronic Funds Transfer
Schedule E Certificate of Insurance
Schedule F Project Baseline Schedule
32. GENERAL: This Agreement, and any license granted therein, may not be
assigned or transferred by CLIENT in whole or in part, either voluntarily or by
operation of law, without the prior written consent of the CONSULTANT.
32.1 Prior to delivery, CONSULTANT reserves the right, at no additional
charge to CLIENT, to make substitutions and modifications in the
design and/or specifications of Hardware, Software or Documentation
provided hereunder; provided that such substitutions or modifications
do not materially and adversely affect performance or function and
CONSULTANT obtains CLIENT agreement to the substitution prior to the
substitution taking place.
32.2 It is understood that at times unavoidable delays result from causes
which may reasonably be presumed to be beyond the control of
CONSULTANT, such as: Acts of providence, floods, fortuitous events,
unavoidable (from the standpoint of CLIENT) accidents, riots, strikes,
and lock outs. Should the progress of the Work (including delivery of
equipment, goods and materials) be or seem to be delayed at any time
for such causes, CONSULTANT shall at once notify CLIENT in writing of
the occurrence, in order that a record of the same may be made. Should
it be decided by CLIENT that the delay was unavoidable, a
corresponding extension of time for the completion of the Work may be
allowed by CLIENT not to exceed the actual number of days such
unavoidable delays accrued, but it is distinctly understood that
should CONSULTANT fail or neglect to notify CLIENT as above provided,
such omission shall be construed as a waiver of all claims and rights
to extension of time for the completion of the Work on account of such
delays. Both parties shall in good faith use such effort as is
reasonable under all the circumstances known to that party at the time
to remove or remedy the cause(s) and mitigate the damages.
32.3 The parties have agreed that this contract may be amended at a future
date to include an incentive compensation provision.
32.4 Neither party shall issue any news release, public announcements, or
advertisements of any portion of the content of this Agreement without
the other party reviewing such announcement prior to such release.
32.5 No action, regardless of form, may be brought by either party after
the Iowa Statute of Limitations on such action has expired.
32.6 CLIENT agrees that it will not export outside of the United States of
America any Hardware, Software or Documentation provided hereunder
without the express written prior consent of CONSULTANT.
32.7 Time is of the essence in this contract.
Proprietary and Confidential UGC/FGM1034P
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Convergent Group Corporation Agreement
-------------------------------------------------------------------------------
32.8 This Agreement and the Schedules hereto constitute the entire
agreement between the parties and shall supersede all proposals or
prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement.
If CLIENT issues a purchase order, memorandum or other instruments
covering the goods or services provided under this Agreement, it is
agreed that such document is for CLIENT's internal purposes only
unless it is accepted in writing by CONSULTANT, in which case all
terms and conditions contained therein which are additional to or
inconsistent with this Agreement shall be of no force and effect. The
Agreement shall not be varied other than by an instrument in writing
of subsequent date hereto, executed by the duly authorized
representatives of both parties. The Agreement shall be construed in
accordance with, and its performance governed by the laws of the State
of Iowa excluding its laws on conflict of law.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
21st day of August 1996.
IES INDUSTRIES INC.
By: /s/ XXX XXX
------------------------------------------
Name: Xxx Xxx
Title: Chairman of the Board, President & Chief Executive Officer
Address: 000 Xxxxx Xxxxxx XX
Xxxx: Xxxxx Xxxxxx Xxxxx: IA Zip Code: 52401
CONVERGENT GROUP CORPORATION
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------------(Authorized Signature)
Name: Xxxxx X. Xxxxxxxxxx
Title: CEO
Address: 0000 X. Xxxxxxxx Xxx, Xxx. 000
City: Englewood State: CO Zip Code: 80111
Proprietary and Confidential UGC/FGM1034P
-12-
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EXHIBIT 10.18
SCHEDULE A: SCOPE OF WORK
The scope of work for IES Industries Inc. and its subsidiary IES Utilities,
hereinafter called IES, is to support the IES Vision IMPACT project. The scope
presented herein discusses the tasks that will be used to manage the development
and implementation of strategic systems and applications to support IES'
corporate business objectives. Work Management System (WMS), Distribution
Management System (DMS), Automated Mapping/Facilities Management/Geographic
Information System (AM/FM/GIS), and Computer Aided Dispatch/Mobile Data Terminal
(CAD/MDT) applications will be developed in synchronization with a fast-track
network conversion to support IES' need for full production Rapid Response, T &
D Planning, Maintenance, and Construction systems. Integration with gas and
electric network analysis software, in support of System Planning, is also
included as a project deliverable. The systems will be implemented in phases
that include a demonstrable Proof-of-Concept capabilities phase to verify the
systems' usefulness and functionality, a core functionality production phase to
roll out core system functionality, and an extended functionality phase to
provide additional non-core functionality. Convergent Group proposes a scope of
work consisting of the following 13 major tasks and assumption section.
TASK 1: PROJECT MANAGEMENT AND SYSTEMS INTEGRATION CONSULTING
--------------------------------------------------------------------------------
Convergent Group will perform the role of owner's representative and General
Project Manager and Integration Consultant on IES' System Integration project.
Convergent Group will begin by finalizing the detailed project work plan and the
project work schedule with the IES Project Manager and subcontractors.
Convergent Group will assist in establishing individual start-up assignments,
participation requirements, and project control/review/approval procedures.
Along with the IES Project Manager, Convergent Group will refine monthly the
detailed project implementation schedule that will serve as a guide for the
remainder of the project planning and work completion process.
Convergent Group will provide ongoing project management and coordination,
including vendor coordination and management, day-to-day support, scheduling of
project meetings with the Project Team or vendors, status reports, and other
project management/support activities. Convergent Group will share
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IES CONVERGENT GROUP A-1
Vision IMPACT Project
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SCHEDULE A: SCOPE OF WORK
project plan and schedule updates with the IES Project Team on a regular basis
to support internal project management efforts.
Task 1 will include the following activities to support deliverables:
o Define Denver to Cedar Rapids communications link requirements
o Start-up assignments
o Participation requirements
o Vendor accounting and billing
o Project coordination and management
o Vendor coordination and management
o Maintenance of project work plans and schedule
o Ongoing professional assistance
o Biweekly progress reports and monthly review meetings with the IES
Project Team
o Quarterly executive review meetings with IES and vendor senior
management
DELIVERABLE PRODUCTS FOR TASK 1
o Kickoff meeting
o Biweekly and monthly status reports
o Quarterly project sponsor status briefings
o Ongoing project management support
o Ongoing vendor management
o Monthly project schedule updates
o Requirements for Denver to Cedar Rapids communications link
TASK 2: EMPLOYEE COMMUNICATIONS
--------------------------------------------------------------------------------
Convergent Group's experience with large systems integration projects has shown
that user community involvement early in the process is key to employee
acceptance and to the ultimate success of the project. Our communications
professionals will meet with IES to develop the Employee Communications Program,
which will include the following activities.
o CONDUCT INTERVIEWS AND RESEARCH
Convergent Group will interview selected members of the IES Project Team, the
Manager of Communications, and the Manager of Human Resources to ascertain
communications requirements during the project. Convergent Group will also
evaluate current
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A-2 CONVERGENT GROUP IES
Vision IMPACT Project
15
SCHEDULE A: SCOPE OF WORK
IES communications vehicles for appropriate use in conveying
information about Vision IMPACT to target audiences.
o FORM COMMUNICATIONS TEAM
Convergent Group will work with IES to identify a Communications Team
of two key IES representatives, including a representative of the IES
Communications Department and a designated member of the Project Team,
to work with Convergent Group and to facilitate the Vision IMPACT
project's ongoing employee communications activities.
o DEVELOP EMPLOYEE COMMUNICATIONS PROGRAM
Using the information gathered during the previous subtasks, Convergent
Group will develop an Employee Communications Program for the duration
of the Vision IMPACT project. Included in the program will be key
project messages, target audiences, specific communications vehicles
and tactical activities, a timeline, and an evaluation component.
o MANAGE IMPLEMENTATION OF EMPLOYEE COMMUNICATIONS PROGRAM
Upon IES approval of the program, Convergent Group will manage and
advise the IES Communications Team on program implementation. The IES
team will perform all internal activities associated with the program
implementation. Convergent Group will convene on-site for monthly
meetings with the IES Communications Team to discuss ongoing program
strategy. Convergent Group will provide action item reports from these
monthly meetings and quarterly status reports of the Employee
Communications Program.
DELIVERABLE PRODUCTS FOR TASK 2
o Employee Communications Program Report
o Employee Communications Program implementation management and
advisement
o Monthly meetings
o Quarterly status reports
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IES CONVERGENT GROUP A-3
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SCHEDULE A: SCOPE OF WORK
TASK 3: MANAGEMENT OF HARDWARE PROCUREMENT
--------------------------------------------------------------------------------
Convergent Group will define the minimum detailed hardware requirements and
specifications for all hardware to support each phase of development and
rollout. Convergent Group will work closely with IES to comply with the existing
IES hardware infrastructure and standards. Hardware vendor contracts will be
negotiated and executed by IES. IES will work closely with Convergent Group to
optimize the use of currently existing hardware and vendor purchase agreements;
to support effective delivery and configuration; and to establish an effective
parallel hardware configuration at Convergent Group office for efficient system
development and trouble shooting.
DELIVERABLE PRODUCTS FOR TASK 3
o Hardware configuration specifications for each phase of system
TASK 4: MANAGEMENT OF SOFTWARE PROCUREMENT
--------------------------------------------------------------------------------
Convergent Group will define the detailed software licensing requirements and
specifications to support each phase of development and rollout, draft and
implement all software vendor contracts and purchase orders, and purchase the
AM/FM/GIS, CAD/MDT, DMS, and WMS software as specified in the Strategic
Implementation Plan. Convergent Group will work closely with IES to comply with
existing IES software standards. Software vendor contracts negotiated by
Convergent Group will include license acquisition, implementation services (if
required), and maintenance. Convergent Group will work closely with IES to
optimize the use of currently existing software and vendor purchase agreements
for RDBMS and OS software.
DELIVERABLE PRODUCTS FOR TASK 4
o Configuration specifications for each phase of system
o Vendor contract negotiations and management
o Software license agreements
o Software maintenance agreement
TASK 5: DATA MODELING
--------------------------------------------------------------------------------
The data modeling task will consist of all activities required to design and
implement a data model to support the IES Vision IMPACT project. The data
designs for each core application that
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A-4 CONVERGENT GROUP IES
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17
SCHEDULE A: SCOPE OF WORK
are part of the Convergent Group integrated product suite, except AM/FM/GIS,
are expected to vary little from the core product specifications in order to
keep implementation costs and schedule times to a minimum and to meet the
proposed schedule. Convergent Group and IES will work diligently to adapt to the
core product models, where possible, to accommodate the IES business process.
The task is divided into three basic groups of activities: conceptual/logical
data modeling, physical data modeling, and global system architecting.
o CONCEPTUAL/LOGICAL DATA MODELING
The combined conceptual/logical (herein referred to as logical)
database design provides one data model that will address functionality
across the entire Vision IMPACT product suite, and it describes the
overall logical structure of an organization's data, independent of the
specific database platform. Convergent Group's data modeling
methodology defines the logical model as including the entities, the
relationships between the entities, and the descriptions and primary
keys for the entities. The logical database model (LDM) builds upon
these relationships to create attribute, domain, annotation, and
spatial placement specifications (if applicable); to determine
integrity constraints; to map to applications; and to document data
privileges and responsibilities. Convergent Group and IES need to work
diligently at adapting to the core product logical models. In fully
developing the LDM, Convergent Group will perform the following
activities to support the deliverables:
- Review and refine IES integrated system requirements
- Review product database designs for applicability
- Collect IES symbology specifications
- Review draft LDM with IES
o PHYSICAL DATA MODELING
Convergent Group will provide a detailed physical database model (PDM)
by transforming the LDM into a physical representation of the data
specifying table and column names, data types, file and record formats,
and indices as required by IES' platform. The PDM will identify the
relationships and constraints to be maintained by the database and
those to be implemented in selected applications.
Convergent Group will generate a draft PDM and conduct an on-site
workshop with the IES Project Team to comprehensively
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-5
Vision IMPACT Project
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SCHEDULE A: SCOPE OF WORK
review the PDM. The final PDM will be supplied to IES in a mutually
acceptable format to accommodate long-term data model maintenance.
o GLOBAL SYSTEM ARCHITECTURE
As part of the global system architecture design, Convergent Group will
define the design and architecture of the proposed hardware and
software technologies (to support the integrated suite only). Workshops
and teleconferences will be utilized as necessary to complete the
global architecting, Tasks include the following:
- Refine current business process/integrated system model
- Resolve process model issues identified during the SIP workshop
- Define data distribution requirements
- Define security requirements
- Refine system architecture
- Develop the data communications plan, including:
- Local communications requirements
- Remote access requirements
- Outside access requirements
- Infrastructure plan
- Finalize configuration design document
As part of developing a map of the system architecture illustrating the
physical connectivity between components, Convergent Group will
identify hardware/software components, develop a computer system
network diagram, and develop a logical architecture diagram
illustrating functionality.
DELIVERABLE PRODUCTS FOR TASK 5
o Workshop to refine mapping of integrated suite applications to
processes
o Draft LDM for integrated suite
o Final logical database model
o Physical database model
o Physical model review workshop
o Global system architecture document
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A-6 CONVERGENT GROUP IES
Vision IMPACT Project
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SCHEDULE A: SCOPE OF WORK
TASK 6: DEVELOPMENT OF VISION IMPACT ASSET DATABASE
--------------------------------------------------------------------------------
Convergent Group will construct the IES Vision IMPACT project asset database by
managing and coordinating the IES Vision IMPACT project full implementation data
conversion activities. For the geographical data, activities will range from
developing a conversion plan with IES to delivering the completed,
quality-assured production data delivery as specified in the Strategic
Implementation Plan. For the data to support other systems, Convergent Group
will assist IES in designing the data and managing the creation of the data in
accordance with schedule requirements. Data will consist of employees,
contractors, materials, standard designs, work type definitions, and other
nongraphic data required to support the applications. All data conversion and
creation will be implemented in a pilot and production phase. The pilot phase is
used to identify any problems or oversights in the data model, data sources, and
conversion process in supporting the IES business process.
The following activities apply to AM/FM/GIS data only.
o DEVELOP DETAILED CONVERSION SPECIFICATION
Convergent Group will begin by detailing a plan to serve as a guideline
during all conversion activities. Items that will be addressed in the
plan and subsequent specification include the following;
- Acquisition of landbase data sets from external agencies or new digital
orthophotography to augment existing landbase data in densely populated
areas. This is assumed to be an area of up to 320 square miles with a
landbase acquisition cost of $180,000 included in the fixed fee.
- Field inventory plan
- Data source matrix
- Accuracy requirements
- Deliverable products
- Schedule for data conversion
- Optimal data conversion methodology and strategy
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IES CONVERGENT GROUP A-7
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SCHEDULE A: SCOPE OF WORK
o DEVELOP SYMBOLOGY, ANNOTATION, AND PLACEMENT SPECIFICATIONS
As a part of the conversion specification, Convergent Group will
develop graphic symbology, annotation, and placement specifications
based on the hybrid North Zone/South Zone symbol set that has already
been developed at IES. Further refinement of the hybrid symbol set may
require considerable input and assistance from IES mapping experts. The
symbol set will be produced in accordance with the physical data model
(PDM) developed under Task 5.
O DEVELOP SCRUB AND CONTROL PROCEDURES
Convergent Group will develop a Scrub and Control Procedures Manual
(documentation and data preparation prior to conversion), outlining the
scrub requirements for the integrated system pilot project.
IES will be responsible for performing the necessary data scrub.
o DEVELOP QUALITY ASSURANCE/QUALITY CONTROL (QA/QC) PROCEDURES
Convergent Group will develop a detailed Data Conversion Acceptance
Testing Procedures Document. This document will serve as a handbook for
staff performing the actual acceptance testing. The document will also
communicate to the data conversion contractor the procedures being used
by IES to ensure quality data conversion. The document will evolve to
match changes in data conversion procedures and specifications and will
include specific sections for landbase and facilities data types.
Convergent Group will also identify critical and non-critical error
types and acceptance and rejection criteria for visual inspection of
delivered conversion products. Convergent Group will review the QA
procedures with the Project Team and work with the Team to manually
check data to assure quality.
O DEVELOP QA/QC SOFTWARE
Convergent Group will develop software to support the QA/QC testing.
The software will perform checks to ensure the converted data's
conformance to valid values, ranges of values, and data types. This
software will be developed under the development release methodology
discussed in Task 8.
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A-8 CONVERGENT GROUP IES
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SCHEDULE A: SCOPE OF WORK
o CONDUCT QA/QC TESTING ON DELIVERED DATA
Convergent Group will take delivery of the converted data for the
project, log and track data deliveries, and conduct quality
assurance/acceptance testing on the delivered data in accordance with
IES' Data Conversion Acceptance Testing Procedures. Convergent Group
will perform both manual and simple workstation procedures during the
project for QA/QC checking of delivered digital graphic data and
nongraphic (attribute) data. Convergent Group will ensure all converted
data is loaded correctly into IES' database.
For the pilot, Convergent Group will perform quality checks on 100
percent of the data. Subsequent to the pilot, Convergent Group will
employ a statistical sampling method to check the data at a mutually
acceptable sampling level. Acceptance or rejection will be based on a
sample of the data rather than checking 100 percent.
Quality assurance and acceptance testing will be conducted on both the
landbase and facilities data including the data that is migrated from
CableCad. Convergent Group will document in matrix format every
decision and assumption used in the QA/QC process for each data
element.
Subsequent to performing the QA testing on the first delivery of data,
Convergent Group will conduct an on-site meeting at IES with the
conversion contractor to discuss the results of the initial testing and
provide guidance for the conversion of the remaining data. This meeting
will serve as an opportunity for IES staff to give approval on the
conversion process and the hardcopy appearance of the maps.
Though Convergent Group will work diligently to assure delivery of a
quality AM/FM/GIS database, the responsibility for final data review
and approval lies with the experts at IES who are most familiar with
the facilities information, Additionally, IES must understand that the
conversion process will not fix incorrect data; the process will,
however, work toward achieving the accurate transfer of source data
into the target AM/FM/GIS database.
o CONVERT LAND AND FACILITIES
Convergent Group will contract with the necessary contractor(s) to
provide the land and facilities conversion of IES' pilot and full
production areas. Convergent Group will manage the conversion
contractor(s) to assure successful delivery within the allotted time,
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-9
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22
SCHEDULE A: SCOPE OF WORK
as well as to provide QA/QC data checking. Convergent Group will
monitor and evaluate the conversion contractor's processes and
procedures to ensure compliance with the conversion specifications.
o CONDUCT CONTRACT NEGOTIATIONS WITH CONTRACTORS
Convergent Group representatives will conduct contract negotiations
with the conversion contractor(s). This process will ensure that IES'
requirements are fully addressed in the contracts/specification
documents.
o REVISE PROPOSED PROCEDURES IMPLEMENTED DURING PILOT
After the pilot conversion, Convergent Group will update/finalize all
of the proposed procedures implemented during the pilot, including the
scrub, QA/QC, and data delivery procedures. Convergent Group will also,
as a development release in Task 9, create more complex data integrity
software specifications and develop the QA software to be used at the
workstation by Convergent Group and IES when performing QA/QC tests as
specified in the conversion specification.
o PROVIDE ONGOING CONVERSION CONTRACTOR MANAGEMENT AND DATA DELIVERY
Convergent Group will continue to provide all conversion contractor
management and coordinate data delivery, acceptance, and QA/QC of data
with the IES Project Team as specified in the conversion specification.
Convergent Group will not make data available for production use at IES
until it has passed QA/QC checks by Convergent Group and IES QA/QC
staffs.
For the non-AM/FM/GIS data required to support the other products in
the integrated suite (e.g., compatible units for WMS), Convergent Group
will assist in designing the data where applicable and managing the
data creation to keep the project on schedule. IES project team
expertise and staff will be required to create and maintain the data.
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A-10 CONVERGENT GROUP IES
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SCHEDULE A: SCOPE OF WORK
DELIVERABLE PRODUCTS FOR TASK 6 (APPLIES TO AM/FM/GIS DATA)
o Data conversion specification including:
- Field data collection specification (if necessary)
- Symbology, annotation, and placement specification
o Scrub and Control Procedures Manual (pilot and production)
o Data Conversion Acceptance Testing Procedures Document (pilot and
production)
o QA/QC software (development release under Task 8)
o Manual and automated data quality assurance checks on 100 percent of
pilot data
o Manual and automated data quality assurance checks on samples of
production-area data
o Pilot data installations on IES' system
o Production data installations on IES' system
o Contracts negotiation and implementation
o Ongoing conversion contractor management
o Converted pilot land and facilities network
o Converted production land and facilities network
o Management of nongeographic data creation activities (e.g., compatible
units for WMS)
TASK 7: DATA MIGRATION
--------------------------------------------------------------------------------
Convergent Group will migrate all current CableCad data into the data model
defined in Task 5 on the GDS platform. This data migration will be performed
based on a Convergent Group developed detailed plan for migrating the existing
graphic and nongraphic AM/FM/GIS data in CableCad format to the Convergent Group
suite of applications.
DELIVERABLES PRODUCTS FOR TASK 7
o Data migration plan
o Assist IES in developing the CableCad retirement plan
o Current CableCad data migrated to new data model on GDS platform
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-11
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SCHEDULE A: SCOPE OF WORK
TASK 8: PROOF-OF-CONCEPT CORE PRODUCT CONFIGURATION AND INTEGRATION
--------------------------------------------------------------------------------
The Proof-of-Concept (POC) core product configuration and integration task will
perform all the activities associated with making POC product and integration
functionality available to IES users for review. Development in this phase will
consist mainly of product configuration and minor customization as well as some
integration functionality. Product customization must be kept to a minimum to
meet the project schedule. The functionality provided will be considered
pre-production state; production state functionality will be delivered in Task
9. POC applications and integration will provide the core functionality, or a
subset of all functionality of the integrated suite, that will work on most data
or business scenarios. The characteristic that makes this development POC level
functionality is that most, but not all, business or data scenarios will be
handled appropriately by the functionality developed by this task. The
applications will be completed, or "productionized," during Task 9. Key goals of
the POC system are to rapidly provide user input into the capability of the
application to support the IES business process and to identify unique IES
business scenarios or data instances that need to be addressed by the
application as well as accommodate the input of IES-created data such as
standard designs.
o DEVELOPMENT RELEASES
The process by which Convergent Group and IES will prioritize and
define the functionality to be delivered in the POC phase will be
through the use of development releases. Development releases are
small-scale scopes of work for applications or modules within
applications. They are a necessity to rapid implementation because they
do not require that all detailed specifications be done before
beginning development. Development releases also allow greater
development flexibility in prioritizing application development by
incorporating user feedback and modifications during the development
process before a great deal of development dollars are spent on low
priority functionality. Based on Convergent Group experience, the
development pool of dollars ESTIMATED to be adequate to fund all
required development activities is established and drawn upon by IES
for applications development and integration. This allows IES to
evaluate all incremental development from a cost-benefit standpoint.
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A-12 CONVERGENT GROUP IES
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SCHEDULE A: SCOPE OF WORK
o DEVELOPMENT PROCESS
All development, whether it be configuration, customization,
applications development, or integration as a part of Tasks 8, 9, or
10, will be performed or managed by Convergent Group and will follow
the same process as described below:
1. Convergent Group and IES will draft a development release specifying
the scope, design, and fixed fee of the development to be delivered,
2. IES will authorize construction to proceed.
3. Code development will begin.
4. IES will review prototype development with Convergent Group in a one-
to two-day workshop (typically 1 to 3 months after code development
begins).
5. Application code development will continue based on IES review.
6. Convergent Group will perform code testing (unit testing) and system
level testing prior to delivery. This will assure that the application
performs to the test criteria specified in the development release
document.
7. Application will be delivered to IES for testing and acceptance (Task
12).
The POC development will also result in modifications and enhancements
to the applications and integration that will be developed as a part of
Task 9 development releases.
o POC FUNCTIONALITY EXPECTED TO BE AVAILABLE IN THIS PHASE
While the functionality delivered is ultimately determined by IES
through development release authorizations, the specific applications
and integration that would be reasonably expected to be developed for
the POC phase would include the following functionality at a POC level.
Some of these functions may overlap, and certain components must reside
in multiple places. In cases where functionality is denoted as a sample
subset, one or two samples will be provided.
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IES CONVERGENT GROUP A-13
Vision IMPACT Project
26
SCHEDULE A: SCOPE OF WORK
AM/FM/GIS (POC)
Automated Mapping (POC)
o Landbase Maintenance
o Facilities Maintenance
o Standard Map Creation (sample subset - expanded in subsequent phase)
o Ad Hoc Map Creation
o Appended Image Viewing
Facilities Queries (POC)
o Query and Locating
o Standard Report Generation (sample subset - expanded in subsequent
phase)
Work Design (POC)
o Job Design
o As-Built Information Posting
o Construction Print Generation
QC Tools (POC)
o Data Integrity Checks (sample subset - expanded in subsequent phase)
DMS (POC)
Outage Management (POC)
o Outage Analysis
o Add, Change, and Merge Outages
o Outage Reports/Graphics (sample subset)
o Outage Status
o Outage Notification/Callback Lists
Distribution Operations (POC)
o Identify Key/Critical Customers
o Abnormal Configuration Display
CAD/MDT (POC)
Order Scheduling and Planning (POC)
o Workload Resource Analysis
o Appointment Scheduling/Tracking
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A-14 CONVERGENT GROUP IES
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SCHEDULE A: SCOPE OF WORK
Dispatching (POC)
o Order Dispatch
o Workload View/Adjustment
o Field Status
Order Management (PQC)
o Job Summary
o Order Detail
o Order Status
o Order Completion/Amendment
Communications (POC)
o Public RF network (to be provided by IES)
WMS (POC)
Work Initiation (POC)
o Work Order Creation
o Work Requirements
Work Estimating (POC)
o Job Cost Estimating
o Xxxx of Materials Generation
Work Scheduling (POC)
o Workload Planning
o Work Request Scheduling
Work Tracking (POC)
o Job Status Query/Display
Work Closing (POC)
o As-Built Information Posting
o Completion Audit
o Unitization
INTEGRATION (POC)
o CIS to AM/FM/GIS
o Call Center to CAD (work request information-nonoutage)
o Call Center to DMS (outage customer ID)
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-15
Vision IMPACT Project
28
SCHEDULE A: SCOPE OF WORK
o DMS to Call Center (outage status)
o WMS to AM/FM/GIS (work requests and status)
o AM/FM/GIS to WMS (design data)
o AM/FM/GIS to WMS (as-built data)
o CAD to DMS (crew assigned/location)
o CAD to WMS (new work request for design-if managed in both systems)
o WMS to MMIS (material needs)
o MMIS to WMS (material items lists and costs)
o AM/FM/GIS to DMS (landbase and facilities)
o CAD to Call Center (scheduling opportunities)
DELIVERABLE PRODUCTS FOR TASK 8
o POC phase development releases for all applications and integration
(refer to the schedule for estimated completion dates)
o POC-level core products configuration for AM/FM/GIS, DMS, CAD, WMS
(refer to the schedule for estimated completion dates)
o POC-level minimal core product customization for AM/FM/GIS, DMS, CAD,
WMS (refer to the schedule for estimated completion dates)
o POC-level highest priority application development for AM/FM/GIS, DMS,
CAD, WMS (refer to the schedule for estimated completion dates)
o POC-level integration (refer to the schedule for estimated completion
dates)
TASK 9: POC PRODUCT AND INTEGRATION REFINEMENTS FOR PRODUCTION USE
--------------------------------------------------------------------------------
The POC product and integration refinements for the production use phase will
take all IES requested development performed in Task 8 to a production state,
Based on the feedback provided by users from their use of the POC level
functionality, IES and Convergent Group will work together to define and
Convergent Group will draft the development releases associated with refining,
enhancing, and "productionizing" previous application and integration
development.
--------------------------------------------------------------------------------
A-16 CONVERGENT GROUP IES
Vision IMPACT Project
29
SCHEDULE A: SCOPE OF WORK
o DEVELOPMENT RELEASES
As described in Task 8 in greater detail, the process by which
Convergent Group and IES will prioritize and define the modifications,
enhancements, or "productionizing" requirements for production use of
the system will be through the use of development releases.
o DEVELOPMENT PROCESS
All development included in this task will be performed or managed by
Convergent Group and will follow the process as described in Task 8.
Based on Convergent Group experience, the production development will
probably result in application enhancements and totally new
functionality that could be developed as a part of Task 10 development
releases.
o FUNCTIONALITY EXPECTED TO BE AVAILABLE IN THIS PHASE
While the functionality delivered is ultimately determined by
development release authorizations by IES, the specific applications
and integration that would be reasonably expected to be developed for
the production phase are expected to include the same functionality
provided by Task 8, except that the functionality would be completed,
or productionized in Task 9. Thus, the list of functionality would be
the same as described in Task 8.
DELIVERABLE PRODUCTS FOR TASK 9
o Production phase development releases for all applications and
integration (refer to the schedule for estimated completion dates)
o Production-level core products configuration refinements for AM/FM/GIS,
DMS, CAD, WMS (refer to the schedule for estimated completion dates)
o Production-level core product customization refinements for AM/FM/GIS,
DMS, CAD, WMS (refer to the schedule for estimated completion dates)
o Production-level application development for AM/FM/GIS, DMS, CAD, WMS
(refer to the schedule for estimated completion dates)
o Production-level integration with gas and electric network analysis
software (refer to the schedule for estimated completion dates)
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-17
Vision IMPACT Project
30
SCHEDULE A: SCOPE OF WORK
o Production-level integration (refer to the schedule for estimated
completion dates)
TASK 10: EXTENDED PRODUCTION AND INTEGRATION FUNCTIONALITY DEVELOPMENT
--------------------------------------------------------------------------------
The extended production and integration functionality development results from
user interaction with the core production system and noncore functionality that
typically involves special interfaces with other legacy systems. Once users get
accustomed to the information available to them as a result of the integrated
suite, they become a source for new application ideas to enhance their personal
performance and drive the extended development phases.
o DEVELOPMENT RELEASES
As described in Task 8 in greater detail, the process by which
Convergent Group and IES will prioritize and define the functionality
to be delivered in the extended functionality phase will be through the
use of development releases.
o DEVELOPMENT PROCESS
All development will be performed or managed by Convergent Group and
will follow the same process as described in Task 8. The extended
development may result in other functionality development that will
have to be evaluated against the development pool funds that remain
available.
o FUNCTIONALITY EXPECTED TO BE AVAILABLE IN THIS PHASE
While the functionality delivered is ultimately determined by
development release authorizations by IES, the specific product
application enhancements developed for the extended phase are more
difficult to predict and will be defined as the implementation
proceeds. Additional application and integration refinements and
development are expected to include the following (some may be provided
via core product software upgrades):
ADDITIONAL AM/FM/GIS
Facilities Queries
o Historical As-Built Drawing Review
o Network Analysis Data Preparation
--------------------------------------------------------------------------------
A-18 CONVERGENT GROUP IES
Vision IMPACT Project
31
SCHEDULE A: SCOPE OF WORK
Work Design
o Map Redlining and Annotation
o Standard Design Maintenance
ADDITIONAL DMS
Distribution Operations
o Emergency Switching Analysis
o Planned Switching Operations
ADDITIONAL CAD/MDT
Order Scheduling and Planning
o Automated Route Building
Dispatching
o Geographic Display
Administration
o Time/Attendance Reporting
Communications
o Intelligent Queuing/Inquiry
o Messaging
o Field Data Download/Upload
ADDITIONAL INTEGRATION REFINEMENTS AND DEVELOPMENT
o Mobile GIS to AM/FM/GIS (as-built changes)
o MDT or GIS to AM/FM/GIS (inspection results)
o SCADA to DMS (status information)
o AM/FM/GIS to Maintenance Planning (reliability information)
o AM/FM/GIS to Forecasting and Planning (gas and electric distribution
model and load flow information)
o MDT to WMS (work status)
o WMS to MMIS (material needs)
o WMS to Prop Acct (property unit information)
o AM/FM/GIS to MDT (landbase background)
o HRIS to CADWMS (resources and costs)
o CAD to Call Center (scheduling opportunities)
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-19
Vision IMPACT Project
32
SCHEDULE A: SCOPE OF WORK
DELIVERABLE PRODUCTS FOR TASK 10
o Extended phase development releases for all applications and
integration (refer to the schedule for estimated completion dates)
o Extended product enhancements for AM/FM, DMS, CAD, WMS (refer to the
schedule for estimated completion dates)
o Extended application development for AM/FM/GIS, DMS, CAD, WMS (refer to
the schedule for estimated completion dates)
o Extended integration (refer to the schedule for estimated completion
dates)
TASK 11: SYSTEM INTEGRATION MANAGEMENT
--------------------------------------------------------------------------------
The system integration management task includes activities associated with
development system administration, software and project specific UNIX hardware
configuration management, and keeping the Denver and Cedar Rapids systems
mirroring each other. IES owns all hardware, which will be returned to Cedar
Rapids as the project ramps down. At IES' option, enough hardware to enable
long-term software maintenance and support by Convergent Group will remain in
Denver and any such hardware will be used for the benefit of IES. Additionally,
Convergent Group strongly suggests that IES create test environments on-site in
Cedar Rapids for the integrated suite components to facilitate software
upgrades.
DELIVERABLE PRODUCTS FOR XXXX 00
o Establish a staging facility in Denver
o Manage the setup, installation, and maintenance of the communications
link between Denver and Cedar Rapids
o Site preparations
o UNIX hardware configuration/reconfiguration and system testing
o UNIX applications and product software installation and configuration
o Assist IES in setting up software distribution plan for Intel devices
o Conduct incremental software deliveries for UNIX platform and a
prototype INTEL unit, i.e., deployment of INTEL software to all INTEL
units is not included.
--------------------------------------------------------------------------------
A-20 CONVERGENT GROUP IES
Vision IMPACT Project
33
SCHEDULE A: SCOPE OF WORK
TASK 12: SYSTEM TESTING/ACCEPTANCE COORDINATION
--------------------------------------------------------------------------------
Convergent Group will use a strategy in executing this task that ensures IES'
staff fully understands all systems. The IES' Project Team assists in the design
and performs the actual testing of the applications under the guidance of
Convergent Group. Convergent Group believes it is critical for IES to be
involved in the development and approve the test plans written by Convergent
Group for two reasons: (1) internal development will provide IES with a means
for transferring the technology to the IES Project Team and users and (2) IES
involvement will begin to build a foundation of application and system knowledge
to maintain first-level internal system support functions and to complement
software maintenance agreements. IES will assist in the design and development
of the criteria for approval to ensure that those aspects most important to IES
are tested.
Convergent Group will use the staging facility in its Englewood, Colorado
offices to install all vendor and Convergent Group-developed software for
application and integrated suite testing. Convergent Group staff will test all
applications software modules to ensure compliance with the development release
specifications and test plans. This testing will be done prior to installation
at IES' facilities where final mainframe integration and user acceptance testing
will be conducted by IES
An IES business process-oriented test plan will be developed by Convergent
Group. The test plan will be based on the development releases for testing and
measuring the success criteria for each application or system. IES users or
members of the Project Team will perform these tests under the guidance of
Convergent Group and approve the release expeditiously according to the project
plan. Feedback will be divided into functionality fixes and modifications.
Fixes, defined as code that did not work according to development release
specification, will be returned to development for the appropriate code
debugging. Modifications, defined as changes or enhancements to working
functionality, will be evaluated by IES for inclusion in future development
releases of Tasks 9 or 10. If the code was to be fixed and is fixed, the
application will be reinstalled and the tests will be performed again for
approval by IES. This approach helps to ensure that the development process is
user driven and that IES is satisfied with the final result.
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-21
Vision IMPACT Project
34
SCHEDULE A: SCOPE OF WORK
DELIVERABLE PRODUCTS FOR TASK 12
o Assistance to IES in designing and testing applications and system
integration
o Process-oriented user test plans
o IES user application acceptance tests setup and monitoring
o Documentation of application fixes and modifications for return to
development or future IES' development release approval
TASK 13: CUSTOM APPLICATIONS TRAINING
--------------------------------------------------------------------------------
Convergent Group will provide functionality demonstrations of the Convergent
Group configuration, refinement, and integration development. Along with the
functionality demonstrations, Convergent Group will provide a "cheat sheet" that
explains any specific changes to the core product use that may affect a user.
Additionally, Convergent Group will provide guidance to IES when developing
training schedules for the pilot, production, and extended phase functionality
based on the training matrix provided in the Strategic Implementation Plan.
Convergent Group will also provide guidance to the Project Team regarding the
need for additional background and prerequisite training available from third
parties (AND IS NOT INCLUDED IN THIS SCOPE OF WORK) that will serve as the
fundamental user training for each core product and would be required prior to
all Convergent Group functionality demonstrations for each phase (except the
overview training).
DELIVERABLE PRODUCTS FOR XXXX 00
o Training schedules and plans
o Prerequisite training requirements
o Functionality review sessions to include:
- Overview review on CAD, AM/FM/GIS, DMS, WMS
- POC functionality demonstration review on CAD, AM/FM/GIS, DMS,
WMS
- Production functionality demonstration on CAD, AM/FM/GIS, DMS,
WMS
- Extended functionality demonstration on CAD, AM/FM/GIS, DMS,
WMS
- System support and maintenance training
--------------------------------------------------------------------------------
A-22 CONVERGENT GROUP IES
Vision IMPACT Project
35
SCHEDULE A: SCOPE OF WORK
IES VISION IMPACT PROJECT ASSUMPTIONS
Convergent Group is committed to delivering the IES Vision IMPACT project Scope
of Work for the fees, both fixed and estimated as defined in schedules B and C.
The following assumptions form the basis of the schedules A, B and C.
1. For purposes of schedules A, B, and C, IES has designated Electronic
Data Systems Corporation (EDS) as its authorized agent.
2. In partnering with IES to provide overall price savings (as reflected
in Schedule B, "Fixed-Price Payments"), licensed software and
maintenance will be purchased from Convergent Group through vendors
specified in Schedule B.
3. Price includes only the iterations mutually deemed necessary for the
expeditious completion of deliverables contained in Schedule A, "Scope
of Work" The Project Managers shall mutually agree on the time required
to review each deliverable and the time for deliverable acceptance. The
review and acceptance time periods will vary according to task and
deliverable. Iterations beyond those described in the Scope of Work
will require time and material prices (per schedule to be provided) or
a corresponding dollar reduction in work on other tasks.
4. IES will provide the resources (as defined in the Strategic
Implementation Plan) required to perform all IES information specific
data preparation and conversion scrub activities. Such resources will
have appropriate skills and authority to complete the work and resolve
conflicts among source documents. Work assigned to IES must be
completed on schedule and to specification.
5. IFS will assign sufficient personnel resources to complete its Work
Plan obligations in a timely manner in accordance with the mutually
agreed to project baseline schedule. Such resources will have
appropriate skills and authority to complete the work. If such tasks
are not completed according to the schedule, the parties will mutually
agree to a schedule and/or scope adjustment.
6. Project fees for labor and materials are based upon IES' utilization of
Hewlett-Packard UNIX hardware, Graphic Data Systems Corporation (GDS
Corp.) as the AM/FM/GIS vendor, Configured Energy Systems (CES) as the
Outage Management
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-23
Vision IMPACT Project
36
SCHEDULE A: SCOPE OF WORK
vendor, Severn-Trent as the Work Management vendor, MDSI as the CAD/MDT
vendor, and ORACLE as the relational database management system (RDBMS)
for the integrated suite.
7. IES is responsible for the UNIX and PC hardware purchases and/or
upgrades, and PC installation for the AM/FM/GIS, WMS, and CAD/MDT
clients. Convergent Group is responsible for the configuration of
project UNIX-based hardware and defining the configuration of the PC
hardware. IES is responsible for any required telecommunications
network upgrades.
8. The total project is projected to take place over an approximately
24-month period beginning on the contract date. In the event that IES
extends the schedule due to business strategy changes, increases to
scope, etc., applicable fixed fee task items will be addressed via
change orders. Any delays caused by Convergent Group may impact the
timely payment of the $200,000 final fixed fee payment.
9. Interfaces to legacy systems are assumed to be implemented through
"shadow" tables on DB2 on IES' mainframe to position these new
interfaces for future upgrades to the legacy systems and delivering
them initially in a price-effective manner. This is to say, the
interfaces will read and write from DB2 tables on the mainframe via
TCP/IP, and the legacy systems will read and write from those same
tables to transfer data to the internal modules of those systems
(unless mutually agreed to otherwise). Convergent Group will work with
the IES' Information Technology (IT) staff on delivering efficient
interfaces as defined in Section 1, "Integration," of the Strategic
Implementation Plan.
10. IES will provide programming resources to perform necessary
modifications to mainframe legacy systems. Hardware and software that
will perform the gateway function to the IES' mainframe will be
provided by IES subsequent to system architecture discussions between
Convergent Group and IES IT personnel.
11. Convergent Group assumes that the project work performed in Cedar
Rapids will be performed at IES' site. The design and build efforts
generally will be conducted at Convergent Group offices in Englewood,
Colorado. Staging and detailed functional testing will be performed at
Convergent Group offices in Englewood. User testing assistance, rollout
assistance, and training will be performed in Englewood or Cedar Rapids
at mutually agreed-upon sites. IES will allow Convergent Group to
--------------------------------------------------------------------------------
A-24 CONVERGENT GROUP IES
Vision IMPACT Project
37
SCHEDULE A: SCOPE OF WORK
develop on IES' hardware and project software at Convergent Group's
offices for subsequent delivery to IES. It is required that Convergent
Group and IES establish a telecommunications link between the two
offices to maximize development efficiencies.
12. IES will provide office space and facilities to Convergent Group
personnel on-site at IES offices to perform various aspects of the
implementation.
13. Pricing is based upon Scope of Work commencement on or about July 1,
1996, and completion in 2 years
14. An additional price of approximately $8 per customer will be charged in
the event that IES adds customers, within its current IES service
territory, to the conversion project in excess of 340,000 electric
customers and 180,000 gas customers. Prices may be higher for customers
acquired through annexation or merger due to differences in source
documents and available landbase data.
15. The price of items and tasks not covered in the contract price include
the following(1)
o IES and IES/EDS internal team labor and expenses
o Middleware to communicate between mainframe and Vision IMPACT
Project applications, i.e., AM/FM/GIS, WMS, DMS, and CAD/MDT
(per assumption 8).
o Intel-based PC upgrades and field devices - including MDT PCs
and GPS hardware.
o End-user and/or specialized technical training classes. (Note:
"Train-the-trainer" classes are included in the project scope
as Task 13).
o ORACLE software licenses. These can be optionally provided
through Convergent Group.
o Gas and electric engineering analysis software packages. These
can be optionally provided through Convergent Group.
o UNIX hardware and associated maintenance. These can be
optionally provided through Convergent Group.
------------------------
(1) These prices were estimated as part of the Strategic Implementation Plan and
have been given to IES for budget planning purposes. Note: IES will provide
hardware, ORACLE, and middleware licenses to Convergent Group on-site in Denver
as necessary to support development and integration tasks.
--------------------------------------------------------------------------------
IES CONVERGENT GROUP A-25
Vision IMPACT Project
38
SCHEDULE A: SCOPE OF WORK
16. The price of items and tasks not covered in the contract price includes
the following. These prices were not estimated as part of the Strategic
Implementation Plan per IES direction to exclude them from the project
prices.
o Public radio frequency (RF) monthly usage fees
o Potential upgrades to the IES private RF infrastructure
o Internal telecommunication upgrades, if required, to support
the new application suite
17. Communication tools such as presentation foils, slides, or videos are
not covered specifically in the fee for Task 2. These can optionally be
provided by Convergent Group.
18 Expenses for IES trips are not included.
19. Key Convergent Group project resources, listed below, will not be
reassigned to similar duties on other accounts during the life of the
project without the mutual agreement of both parties. Key IES project
resources, listed below, will not be reassigned during the life of the
project without mutual agreement of both parties.
o Xx. Xxxxx Xxxxxx, Convergent Group Project Director
(Approximately 30 percent)
o Xx. Xxxx Xxx, Convergent Group Project Manager
o Xx. Xxxxxx Xxxxxx, Convergent Group Technical Director
o Ms. Dundeana Xxxxxx, IES Project Director (Part-time as
required)
o Xx. Xxx Xxxxxxx, IES Project Manager
o Mr. Xxxxx Xxxxxx, EDS IT Coordinator
--------------------------------------------------------------------------------
A-26 CONVERGENT GROUP IES
Vision IMPACT Project
39
SCHEDULE B: FIXED-PRICE PAYMENTS
The total fixed fee for services and third-party software for the IES Vision
IMPACT project as defined in Schedule A, is $9,263,287, which is comprised of
$200,000 for the final fixed fee payment, $3,267,043 for services, $3,747,924
for conversion, and $2,048,320 for software, as further described below.
FINAL FIXED FEE PAYMENT
A $200,000 final fixed fee payment is due upon IES approval of project
completion in accordance with mutually agreed upon acceptance criteria.
SERVICES
Convergent Group will provide the services associated with the delivery of an
integrated AM/FM/GIS, Work Management, Distribution Management, and Mobile Data
Terminal system for the IES Vision IMPACT Project. These services are defined in
Schedule A, Scope of Work, and consist of the following:
o Mobilization Fee
o Task 1 - Project Management and Systems Integration Consulting
o Task 2 - Employee Communications
o Task 3 - Management of Hardware Procurement
o Task 4 - Management of Software Procurement
o Task 5 - Data Modeling
o Task 11 - System Integration Management
o Task 12 - System Testing/Acceptance Coordination
o Xxxx 00 - Custom Application Training
The fixed fee for services over the designated 2-year time period of the project
will be $3,267,043, less the $225,000 mobilization fee previously authorized as
Amendment 1 to the IES Strategic Implementation Plan contract. The remaining fee
of $3,042,043 will be invoiced monthly according to the following schedule:
--------------------------------------------------------------------------------
IES CONVERGENT GROUP B-1
Vision IMPACT Project
40
SCHEDULE B: FIXED-PRICE PAYMENTS
1996 1997 1998
---- ---- ----
January $121,453 $ 49,469
February $121,453 $ 49,469
March $121,453 $ 49,469
April $121,453 $ 49,469
May $121,453 $ 49,469
June $225,000 $121,453 $ 49,470
July $215,633 $121,453
August $215,633 $121,453
September $215,633 $121,453
October $215,633 $121,453
November $215,633 $121,453
December $215,633 $115,447
Note: The June $225,000 mobilization fee was paid in
Amendment 1 to contract U101.
CONVERSION
Conversion consists of the following tasks as described in Schedule A, Scope of
Work.
o Task 6 - Development of Vision IMPACT Asset Database
o Task 7 - Data Migration
The fixed fee for data conversion is $3,747,924 and will be billed on a percent
complete basis as data is delivered to IES and accepted by IES within a mutually
agreed data QA/QC acceptance criteria. The following table depicts the
anticipated invoice timing for IES budget planning purposes. A start-up fee of
$400,000 as indicated in the following table is required to mobilize Convergent
Group and conversion vendor resources prior to production data delivery. Actual
billing after mobilization will be based on the percent of data delivered, i.e.,
measured by number of transformers and/or customers. The following table
provides a budgetary forecast of anticipated conversion charges.
--------------------------------------------------------------------------------
B-2 CONVERGENT GROUP IES
Vision IMPACT Project
41
SCHEDULE B: FIXED-PRICE PAYMENTS
1996 1997 1998
---- ---- ----
January $ 400,000 $ 114,512
February $ 40,000 $ 114,512
March $ 40,000 $ 114,512
April $ 114,512 $ 74,512
May $ 114,512 $ 0
June $ 417,723 $ 0
July $ 0 $ 417,723
August $ 0 $ 417,723
September $ 0 $ 417,723
October $ 0 $ 417,723
November $ 0 $ 417,723
December $ 0 $ 114,514
SOFTWARE
The fixed fee for third-party software is $2,048,320 as follows.
Convergent Group is providing the following fixed discounted pricing for the
third-party software of the integrated suite described as follows:
o GDS
The group license components of GDS software for the AM/FM/GIS component of
the integrated suite will be as follows:
- 3 development licenses
- 23 full-function licenses
- 52 view/analyze licenses
- 161 view only stand-alone licenses
The discounted price for the entire group of licenses will be $633,500. Any
further licenses purchased for IES will be provided at a price with a continuing
40 percent discount applied to the then current list prices.
During the term of this Vision IMPACT development contract, should IES require a
somewhat different mix of specific licenses as defined above and in the IES
Strategic Implementation Plan, a credit equal to 40 percent of the then current
list price of any specific license can be applied toward the discounted price of
another license from these same types.
o CES
--------------------------------------------------------------------------------
IES CONVERGENT GROUP B-3
Vision IMPACT Project
42
SCHEDULE B: FIXED-PRICE PAYMENTS
The discounted site license of the CES software for the DMS component of the
integrated suite at IES will be $500,000 including the following modules to
serve a single DDC and one emergency backup site in accordance with the
Strategic Implementation Plan:
- InterSys
- Operator's Workspace
- TroubleMan
- CrewMan
- SwitchMan
- Additional CES supporting software, e.g., XRT, Builder Xcessory, C++
Compiler, is also included
Should an additional operating IES DDC site be required to serve IES for the IES
Utilities service territory (in accordance with the scope of the IES Vision
IMPACT project, and be authorized via change orders, the additional license fee
would be provided at a discounted fee of $285,000 if provided during the time
period of this contract.
o MDSI
The discounted site license of the MDSI software for the CAD/MDT component of
the integrated suite at IES providing up to 250 mobile users will be $464,820.
o Severn-Trent
The discounted site license of the Severn-Xxxxx XXXXXX software for the WMS
component of the integrated suite to serve IES for the IES Utilities Service
Territory in accordance with the scope of IES Vision IMPACT Project will be
$450,000.
All software will be procured and invoiced in its entirety during 1996 to obtain
the above discount prices. These payments are in addition to the payment
schedule for Fixed Price Services.
The following table provides a budgetary forecast of anticipated software
license charges.
Software Purchase Date Price
-------- ------------- --------
MDSI August 1996 $464,820
Severn-Trent September 1996 $450,000
GDS October 1996 $633,500
CES November 1996 $500,000
--------------------------------------------------------------------------------
B-4 CONVERGENT GROUP IES
Vision IMPACT Project
43
EXHIBIT 10.18
SCHEDULE C: BILLING TERMS FOR ESTIMATED WORK
The total of the estimated payments for the IES Vision IMPACT Project as defined
in Schedule A is $5,070,340 as described below. All payments included in this
schedule are in addition to the fees outlined in Schedule B, "Fixed-Price
Payments."
EXPENSES
All payments included in this schedule are in addition to the payments in
Schedule B, "Fixed-Price Payments." Convergent Group expenses associated with
the support of activities within the Vision IMPACT project will be invoiced
monthly at cost plus a 3.5 percent administrative fee as they are incurred.
These expenses include, but are not limited to, airfare, lodging, car rental,
food, parking, copies, postage, faxes, and long-distance telephone charges
(including Denver to Cedar Rapids communications link telephone charges and
hardware if IES has Convergent Group provide). Expenses may be billed directly
to IES if mutually convenient. Expenses will be reported monthly by person and
category. Estimated total project expenses are $600,000.
APPLICATION AND SYSTEM INTEGRATION DEVELOPMENT
Application and system integration development services provided by Convergent
Group will be invoiced according to the following payment schedule for each
development release as documented in the following tasks in Schedule A, "Scope
of Work":
o Task 8 - Proof of Concept Core Product Configuration and Integration
o Task 9 - POC Product and Integration Refinements for Production Use
o Task 10 - Extended Production and Integration Functionality Development
The payment schedule for each development release will be as follows:
--------------------------------------------------------------------------------
IES CONVERGENT GROUP C-1
Vision IMPACT Project
44
SCHEDULE C: BILLING TERMS FOR ESTIMATED WORK
-----------------------------------------------------------------------------------
PERCENT OF TOTAL DEVELOPMENT POINT DURING DEVELOPMENT THAT
RELEASE VALUE INVOICED AMOUNT WILL BE INVOICED
-----------------------------------------------------------------------------------
20% Written authorization by IES provided
20% Calendar midpoint between
authorization and prototype review
20% Prototype review workshop
20% Development delivered for IES testing
20% Written development acceptance by IES
-----------------------------------------------------------------------------------
As development releases are authorized and fixed price fees are established for
each individual release, these amounts will be deducted from the remaining
Application and System Integration Development pool of dollars. The amount
allocated to this pool of dollars is estimated at $3,318,210 (as detailed in the
tables that follow) based on the Strategic Implementation Plan developed by IES
and Convergent Group.
--------------------------------------------------------------------------------
C-2 CONVERGENT GROUP IES
Vision IMPACT Project
45
SCHEDULE C: BILLING TERMS FOR ESTIMATED WORK
TABLE 1 INTERFACES
INTEGRATION DEV. RELEASES FROM-TO NAME 1996 1997 1998 TOTAL
---------- ---------- ---------- ----------
Middleware Set-up $ 30,000 $ 0 $ 0 $ 30,000
Call Center to CAD (new work request info-non outage) $ 57,750 $ 74,813 $ 0 $ 132,562
Call Center to DMS-(outage customer ID) $ 0 $ 39,375 $ 0 $ 39,375
WMS to GIS (work requests and status) $ 0 $ 31,500 $ 0 $ 31,500
GIS to WMS (design data) $ 0 $ 45,675 $ 49,613 $ 95,288
GIS to WMS (as built data) $ 0 $ 23,625 $ 0 $ 23,625
Mobile GIS to GIS (as built changes) $ 0 $ 0 $ 38,588 $ 38,588
MDT or Mobile GIS to GIS or planned Inspection $ 0 $ 0 $ 49,613 $ 49,613
SCADA to DMS (status info) $ 0 $ 56,700 $ 39,690 $ 96,390
MDT to DMS (optional - field operations status) $ 0 $ 0 $ 0 $ 0
DMS to GIS (facility reliability history) $ 0 $ 15,750 $ 0 $ 15,750
GIS to Maintenance Planning (reliability info) $ 0 $ 0 $ 24,806 $ 24,806
GIS to GIS Analysis (dist. Model & load flow info) $ 0 $ 86,625 $ 33,075 $ 119,700
DMS to CAD (Optional-PO location for troubleman) $ 0 $ 0 $ 0 $ 0
DMS to CAD (new construction work) $ 0 $ 47,250 $ 0 $ 47,250
CAD to DMS (crew assigned/location) $ 0 $ 47,250 $ 0 $ 47,250
CAD to WMS (new work request for design-if managed in both) $ 0 $ 31,500 $ 0 $ 31,500
MDT to WMS (work status) $ 0 $ 31,500 $ 0 $ 31,500
WMS to MMIS (material needs) $ 0 $ 23,625 $ 0 $ 23,625
MMIS to WMS (material items lists and costs) $ 0 $ 31,500 $ 0 $ 31,500
WMS to Prop Acct (property unit info) $ 0 $ 23,625 $ 0 $ 23,625
GIS to MDT (landbase background) $ 0 $ 28,350 $ 19,845 $ 48,195
GIS to DMS (landbase and facilities $ 0 $ 81,900 $ 0 $ 81,900
HRIS to CAD/WMS (resources and costs) $ 0 $ 23,625 $ 0 $ 23,625
HRIS to WMS (optional-actual reported hours to work orders) $ 0 $ 0 $ 0 $ 0
CAD to Call Center (work request status) $ 0 $ 28,350 $ 33,075 $ 61,425
DMS to Call Center (outage status) $ 0 $ 55,125 $ 0 $ 55,125
DMS to SCADA (optional-switch operations) $ 0 $ 0 $ 0 $ 0
Network Analysis to GIS (optional-analysis results) $ 0 $ 0 $ 0 $ 0
CIS to GIS (premise) $ 0 $ 39,375 $ 0 $ 39,375
---------- ---------- ---------- ----------
Interfaces Total $ 87,750 $ 867,038 $ 288,304 $1,243,091
========== ========== ========== ==========
--------------------------------------------------------------------------------
IES CONVERGENT GROUP C-3
Vision IMPACT Project
46
SCHEDULE C: BILLING TERMS FOR ESTIMATED WORK
TABLE 2 APPLICATIONS
APPLICATIONS/DEVELOPMENT RELEASES 1996 1997 1998 TOTAL
---------- ---------- ---------- ----------
GIS $ 205,500 $ 756,000 $ 83,790 $1,045,290
Core Product Configuration $ 144,000 $ 31,500 $ 0 $ 175,500
Core Product Refinement $ 0 $ 37,800 $ 0 $ 37,800
Standard Mapping $ 0 $ 75,600 $ 19,845 $ 95,445
Standard Reports $ 0 $ 80,850 $ 14,333 $ 95,183
Data Integrity $ 0 $ 94,500 $ 0 $ 94,500
Work Design Sketch $ 0 $ 118,125 $ 0 $ 118,125
Work Posting of As-builts $ 0 $ 63,000 $ 0 $ 63,000
Schematic Management $ 0 $ 94,500 $ 0 $ 94,500
Network Analysis Data Preparation $ 15,000 $ 23,100 $ 16,538 $ 54,638
Data Query/locate $ 46,500 $ 29,925 $ 13,230 $ 89,655
Maintenance Planning $ 0 $ 12,600 $ 19,845 $ 32,445
Migration from CableCad $ 0 $ 94,500 $ 0 $ 94,500
$ 0 $ 0 $ 0 $ 0
DMS $ 0 $ 301,500 $ 9,923 $ 911,423
Core Product Configuration $ 0 $ 207,000 $ 0 $ 207,000
Core Product Refinement $ 0 $ 94,500 $ 0 $ 94,500
Extended Product Funtionality $ 0 $ 0 $ 9,923 $ 9,923
$ 0 $ 0 $ 0
MDT $ 123,000 $ 107,100 $ 33,075 $ 263,175
Core Product Configuration $ 123,000 $ 75,600 $ 0 $ 198,600
Core Product Refinement $ 0 $ 31,500 $ 0 $ 31,500
Extended Product Funtionality $ 0 $ 0 $ 33,075 $ 33,075
$ 0 $ 0 $ 0 $ 0
WMS $ 148,500 $ 182,700 $ 124,031 $ 455,231
Core Product Configuration $ 148,500 $ 25,200 $ 0 $ 173,700
Core Product Refinement $ 0 $ 157,500 $ 0 $ 157,500
Extended Product Funtionality $ 0 $ 0 $ 124,031 $ 124,031
$ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ----------
Applications Total $ 477,000 $1,347,300 $ 250,819 $2,075,119
========== ========== ========== ==========
Taken individually, some of the development releases may exceed their estimated
cost while others may be combined and developed at a lower cost. The total
dollar allocations are adequate to cover the applications and interfaces as
currently envisioned by Convergent Group and IES. Convergent Group will provide,
as part of its invoices, an update of the pool of dollars allocated to
development and the remaining unallocated dollars.
Any development release pool dollars remaining at the end of the project will be
left unspent and kept by IES. If the cumulative value of the authorized
development releases exceeds the development pool, a change order will be
required for the extra amount.
--------------------------------------------------------------------------------
C-4 CONVERGENT GROUP IES
Vision IMPACT Project
47
SCHEDULE C: BILLING TERMS FOR ESTIMATED WORK
SOFTWARE MAINTENANCE
Software maintenance will be provided for a minimum period of two years as
described below. All software maintenance will be consolidated under a single,
separate agreement and the effective dates will be synchronized to January 1,
payable on that date of each year except for maintenance on custom applications
and interfaces. The warranty period for all software is 90 days. The annual fee
for core product maintenance for the two years minimum maintenance will be
according to the following schedule:
o GDS - 15 percent of license price to IES Utilities ($95,025/yr.)
o CES - 20 percent of license price to IES Utilities ($100,000/yr.)
o MDSI - 15 percent of license price to IES Utilities ($69,723/yr.)
o Severn-Trent - 15 percent of license to IES Utilities ($67,500/yr.)
The total fee for third-party software maintenance for the two years is
$664,496.
The annual fee for custom applications and interfaces maintenance for the two
years minimum maintenance will be according to the following schedule:
o Custom Applications and Interfaces - Maintenance fees will be 10
percent of the combined application and interface "accepted" cumulative
development release fees. Software upgrades will be provided, at a
minimum, in accordance with the maintenance requirements of the
third-party software providers. These applications and interface
maintenance fees are in addition to the above core product maintenance
fees and will be adjusted and payable quarterly during the life of the
contract so as to be synchronized at the end of the contract term.
These are estimated to be $162,545 in 1997 and $325,089 in 1998 for a
total of $487,634.
--------------------------------------------------------------------------------
IES CONVERGENT GROUP C-5
Vision IMPACT Project
48
EXHIBIT 10.18
SCHEDULE D
ELECTRONIC FUNDS TRANSFER
Instructions for transmitting funds to Convergent Group Corporation via wire
transfer:
Wire to: UMB Columbine Bank
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
ABA# 000000000
For Credit to: Convergent Group Corporation
Operating Account
0000 X. Xxxxxxxx Xxx, #000
Xxxxxxxxx, XX 00000
Acct.# 7170565404
If you have questions, please contact UMB Bank - Columbine Branch directly at
(000) 000-0000.
The persons to contact are Xxxxxx Xxxxxxx or Xxxxxx Xxxxxx in the Wire Transfer
Department.
Convergent Group Corporation contact is the Controller at (000) 000-0000.
49
SCHEDULE F PROJECT NAME: IES VISION IMPACT
----------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME SCHED START SCHED FIN
----------------------------------------------------------------------------------------------------------------------
1 PROJECT ORGANIZATION AND MANAGEMENT 06/24/96 07/31/98
1.0 Kickoff meeting 06/26/96 08/19/96
1.1 Status reports (bi-weekly) 06/24/96 05/22/98
1.2 Establish issue tracking schema 07/19/96 08/01/96
1.3 Establish project plan maintenance schema 07/19/96 08/01/96
1.4 Project Sponsor Status Briefings 07/01/96 04/06/98
1.5 Ongoing Program management support 06/26/96 07/31/98
2 EMPLOYEE COMMUNICATIONS PROGRAM 06/26/96 02/11/98
3 HARDWARE PROCUREMENT 06/24/96 09/09/97
4 SOFTWARE PROCUREMENT 07/11/96 09/06/96
5 DATA MODELING 07/03/96 01/09/97
5.0 Conceptual/Logical Modeling 07/03/96 10/10/96
5.1 Physical Database Modeling 10/04/96 01/09/97
5.2 Global Architecting 07/15/96 11/07/96
5.2.0 Further requirements gathering 07/15/96 11/07/96
5.2.1 Hardware configuration 07/19/96 08/15/96
5.2.2 Develop UNIX and PC configuration standards 07/19/96 08/15/96
5.2.3 Identify data distribution requirements 10/04/96 10/17/96
5.2.4 Distribution of attributes 10/18/96 10/31/96
5.2.5 Identify fragmentation candidates 10/18/96 10/31/96
5.2.6 Identify participating candidates 10/18/96 10/31/96
5.2.7 Identify replication candidates 10/18/96 10/31/96
5.2.8 Acceptance of the Global Architecture Design 11/01/96 11/07/96
6 DATA CONVERSION 07/17/96 05/18/98
6.0 Pilot Project 07/17/96 06/19/97
6.0.0 Develop Draft Data Source Matrix 07/17/96 09/16/96
6.0.1 Conversion Kickoff Workshop 09/09/96 09/19/96
6.0.2 Symbology Development 09/12/96 02/28/97
6.0.3 Data Scrub Procedures 01/10/97 02/13/97
6.0.5 Conversion Specification 02/10/97 04/01/97
6.0.6 Conduct Contract Negotiations 04/02/97 04/15/97
------------------------------------------------------------------------------------------------------------------------------
1996 1997
------------------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J J A S O N D J F M A M J J A S O N D
------------------------------------------------------------------------------------------------------------------------------
1 PROJECT ORGANIZATION AND MANAGEMENT
1.0 Kickoff meeting
1.1 Status reports (bi-weekly)
1.2 Establish issue tracking schema
1.3 Establish project plan maintenance schema
1.4 Project Sponsor Status Briefings
1.5 Ongoing Program management support
2 EMPLOYEE COMMUNICATIONS PROGRAM
3 HARDWARE PROCUREMENT
4 SOFTWARE PROCUREMENT
5 DATA MODELING
5.0 Conceptual/Logical Modeling
5.1 Physical Database Modeling
5.2 Global Architecting
[BAR CHART]
5.2.0 Further requirements gathering
5.2.1 Hardware configuration
5.2.2 Develop UNIX and PC configuration standards
5.2.3 Identify data distribution requirements
5.2.4 Distribution of attributes
5.2.5 Identify fragmentation candidates
5.2.6 Identify participating candidates
5.2.7 Identify replication candidates
5.2.8 Acceptance of the Global Architecture Design
6 DATA CONVERSION
6.0 Pilot Project
6.0.0 Develop Draft Data Source Matrix
6.0.1 Conversion Kickoff Workshop
6.0.2 Symbology Development
6.0.3 Data Scrub Procedures
6.0.5 Conversion Specification
6.0.6 Conduct Contract Negotiations
-------------------------------------------------------------------------------------------------
1998
-------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J F M A M J J A S
-------------------------------------------------------------------------------------------------
1 PROJECT ORGANIZATION AND MANAGEMENT
1.0 Kickoff meeting
1.1 Status reports (bi-weekly)
1.2 Establish issue tracking schema
1.3 Establish project plan maintenance schema
1.4 Project Sponsor Status Briefings
1.5 Ongoing Program management support
2 EMPLOYEE COMMUNICATIONS PROGRAM
3 HARDWARE PROCUREMENT
4 SOFTWARE PROCUREMENT
5 DATA MODELING
5.0 Conceptual/Logical Modeling
5.1 Physical Database Modeling
5.2 Global Architecting
[BAR CHART]
5.2.0 Further requirements gathering
5.2.1 Hardware configuration
5.2.2 Develop UNIX and PC configuration standards
5.2.3 Identify data distribution requirements
5.2.4 Distribution of attributes
5.2.5 Identify fragmentation candidates
5.2.6 Identify participating candidates
5.2.7 Identify replication candidates
5.2.8 Acceptance of the Global Architecture Design
6 DATA CONVERSION
6.0 Pilot Project
6.0.0 Develop Draft Data Source Matrix
6.0.1 Conversion Kickoff Workshop
6.0.2 Symbology Development
6.0.3 Data Scrub Procedures
6.0.5 Conversion Specification
6.0.6 Conduct Contract Negotiations
50
----------------------------------------------------------------------------------------------------------------------------
1996
----------------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME SCHED START SCHED FIN J J A S O N D
----------------------------------------------------------------------------------------------------------------------------
6.0.7 Conduct Pilot Conversion 04/01/97 05/29/97
6.0.8 QA/QC 04/17/97 06/05/97
6.0.9 Pilot Review 06/06/97 06/19/97
6.0.10 Digitize Sample Circuitry to Support DMS 01/10/97 01/23/97
6.1 Full Conversion Project 06/17/97 05/18/98
6.1.0 Field-verify landbase accuracy 06/17/97 06/30/97
6.1.1 Determine Strategy for Improved Landbase 07/01/97 07/03/97
6.1.2 Field Data Capture Reqs. Workshop 07/07/97 07/11/97
6.1.3 Conduct Area Conversion (1) 07/03/97 10/06/97
6.1.4 Conduct Other Area Conversions 09/30/97 05/18/98
6.1.6 Manage Other Area Conversions 09/30/97 05/18/98
6.1.5 Full Conversion complete 05/18/98 05/18/98
7 DATA MIGRATION 11/26/96 06/04/97
7.0 Develop AM/FM/GIS migration specifications 11/26/96 12/23/96
7.1 Develop TLM data migration strategy 12/10/96 12/23/96
7.2 Review migration strategies with IES and Conversion Contract 12/26/96 12/27/96
7.3 Migrate TLM data to AM/FM/GIS database 12/30/96 03/03/97
7.4 Conduct AM/FM/GIS data migration 04/23/97 06/04/97
[BAR CHART]
8 CORE PRODUCT CONFIGURATION DEV. REL. 09/24/96 07/07/97
8.0 CAD/MDT Dev. Releases (POC) 09/24/96 02/07/97
8.0.0 Core Product Configuration 09/24/96 12/18/96
8.0.1 Core Product Customization 12/19/96 02/07/97
8.0.2 CAD/MDT POC system available 02/07/97 02/07/97
8.1 AM/FM/GIS Dev. Releases (POC) 11/11/96 05/02/97
8.1.0 Core Product Configuration 11/11/96 02/07/97
8.1.1 Core Product Customization 01/10/97 05/02/97
8.1.2 AM/FM/GIS POC system available 05/02/97 05/02/97
8.2 DMS Dev. Releases (POC) 03/07/97 07/03/97
8.2.0 Core Product Configuration 03/07/97 04/24/97
8.2.1 Core Product Customization 04/25/97 06/12/97
8.2.2 DMS POC system available 06/12/97 06/12/97
8.2.3 Configure with test data 06/13/97 07/03/97
8.3 WMS Dev. Releases (POC) 11/11/96 05/16/97
8.3.0 Core Product Configuration 11/11/96 01/24/97
------------------------------------------------------------------------------------------------------------------------------------
1997 1998
------------------------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J F M A M J J A S O N D J F M A M J J A S
------------------------------------------------------------------------------------------------------------------------------------
6.0.7 Conduct Pilot Conversion
6.0.8 QA/QC
6.0.9 Pilot Review
6.0.10 Digitize Sample Circuitry to Support DMS
6.1 Full Conversion Project
6.1.0 Field-verify landbase accuracy
6.1.1 Determine Strategy for Improved Landbase
6.1.2 Field Data Capture Reqs. Workshop
6.1.3 Conduct Area Conversion (1)
6.1.4 Conduct Other Area Conversions
6.1.6 Manage Other Area Conversions
6.1.5 Full Conversion complete
7 DATA MIGRATION
7.0 Develop AM/FM/GIS migration specifications
7.1 Develop TLM data migration strategy
7.2 Review migration strategies with IES and Conversion Contract
7.3 Migrate TLM data to AM/FM/GIS database
7.4 Conduct AM/FM/GIS data migration
[BAR CHART]
8 CORE PRODUCT CONFIGURATION DEV. REL.
8.0 CAD/MDT Dev. Releases (POC)
8.0.0 Core Product Configuration
8.0.1 Core Product Customization
8.0.2 CAD/MDT POC system available
8.1 AM/FM/GIS Dev. Releases (POC)
8.1.0 Core Product Configuration
8.1.1 Core Product Customization
8.1.2 AM/FM/GIS POC system available
8.2 DMS Dev. Releases (POC)
8.2.0 Core Product Configuration
8.2.1 Core Product Customization
8.2.2 DMS POC system available
8.2.3 Configure with test data
8.3 WMS Dev. Releases (POC)
8.3.0 Core Product Configuration
PAGE# 2 OF 5
51
SCHEDULE F PROJECT NAME: IES VISION IMPACT
----------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME SCHED START SCHED FIN
----------------------------------------------------------------------------------------------------------------------
8.3.1 Core Product Customization 01/27/97 04/11/97
8.3.2 POC (CU's, MU's, standard designs) data creation 02/10/97 05/16/97
8.3.3 WMS POC system available 05/16/97 05/16/97
8.4 Integration Dev. Releases (POC) 10/18/96 07/07/97
8.4.0 Middleware Set-up 10/18/96 12/02/96
8.4.1 CIS Interfaces 12/03/96 07/07/97
8.4.1.0 Conduct CIS Interface workshop 12/03/96 12/04/96
8.4.1.1 CIS to AM/FM/GIS 12/05/96 02/17/97
8.4.1.2 IES SME participate in development 12/05/96 12/11/96
8.4.1.3 Call Center to CAD (new work request info-non outage) 12/05/96 02/17/97
8.4.1.4 IES SME participate in development 12/05/96 12/11/96
8.4.1.5 Call Center to DMS (outage customer ID) 03/07/97 05/30/97
8.4.1.6 IES SME participate in development 03/07/97 03/13/97
8.4.1.7 CAD to Call Center (scheduling opportunities) 12/19/96 03/03/97
8.4.1.8 IES SME participate in development 12/19/96 12/27/96
8.4.0.9 DMS to Call Center (outage status) 04/25/97 07/07/97
8.4.1.10 IES SME participate in development 04/25/97 05/01/97
8.4.2 WMS Interfaces 02/06/97 06/23/97
8.4.2.0 Conduct WMS Interface workshop 02/06/97 02/07/97
8.4.2.1 WMS to AM/FM/GIS (work requests and status) 02/10/97 04/18/97
8.4.2.2 AM/FM/GIS to WMS (design data) 03/10/97 05/16/97
8.4.2.3 AM/FM/GIS to WMS (as built data) 03/10/97 05/16/97
8.4.2.4 CAD to WMS (new work request for design-if managed in both) 02/10/97 04/18/97
8.4.2.5 WMS to MMIS (material needs) 04/14/97 06/23/97
8.4.2.6 MMIS to WMS (material items lists and costs) 04/14/97 06/23/97
8.4.2.7 WMS to Prop Acct (property unit info) 04/14/97 06/23/97
8.4.3 CAD to DMS (crew assigned/location) 03/07/97 05/15/97
8.4.4 AM/FM/GIS to DMS (landbase and facilities) 01/24/97 03/06/97
9 CORE PRODUCTION SYSTEM REFINEMENTS DEV. REL. 05/16/97 04/08/98
9.0 MDT Dev. Rel. (core production) 05/16/97 08/11/97
9.1 AM/FM/GIS Dev. Rel. (core production) 05/19/97 01/07/98
9.2 DMS Dev. Rel. (core production) 07/08/97 10/28/97
9.3 WMS Dev. Rel. (core production) 05/19/97 11/12/97
9.4 Integration Dev. Rel. (core production) 08/12/97 04/08/98
------------------------------------------------------------------------------------------------------------------------------
1996 1997
------------------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J J A S O N D J F M A M J J A S O N D
------------------------------------------------------------------------------------------------------------------------------
8.3.1 Core Product Customization
8.3.2 POC (CU's, MU's, standard designs) data creation
8.3.3 WMS POC system available
8.4 Integration Dev. Releases (POC)
8.4.0 Middleware Set-up
8.4.1 CIS Interfaces
8.4.1.0 Conduct CIS Interface workshop
8.4.1.1 CIS to AM/FM/GIS [BAR CHART]
8.4.1.2 IES SME participate in development
8.4.1.3 Call Center to CAD (new work request info-non outage)
8.4.1.4 IES SME participate in development
8.4.1.5 Call Center to DMS (outage customer ID)
8.4.1.6 IES SME participate in development
8.4.1.7 CAD to Call Center (scheduling opportunities)
8.4.1.8 IES SME participate in development
8.4.0.9 DMS to Call Center (outage status)
8.4.1.10 IES SME participate in development
8.4.2 WMS Interfaces
8.4.2.0 Conduct WMS Interface workshop
8.4.2.1 WMS to AM/FM/GIS (work requests and status)
8.4.2.2 AM/FM/GIS to WMS (design data)
8.4.2.3 AM/FM/GIS to WMS (as built data)
8.4.2.4 CAD to WMS (new work request for design-if managed in both)
8.4.2.5 WMS to MMIS (material needs)
8.4.2.6 MMIS to WMS (material items lists and costs)
8.4.2.7 WMS to Prop Acct (property unit info)
8.4.3 CAD to DMS (crew assigned/location)
8.4.4 AM/FM/GIS to DMS (landbase and facilities)
9 CORE PRODUCTION SYSTEM REFINEMENTS DEV. REL.
9.0 MDT Dev. Rel. (core production)
9.1 AM/FM/GIS Dev. Rel. (core production)
9.2 DMS Dev. Rel. (core production)
9.3 WMS Dev. Rel. (core production)
9.4 Integration Dev. Rel. (core production)
-------------------------------------------------------------------------------------------------
1998
-------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J F M A M J J A S
-------------------------------------------------------------------------------------------------
8.3.1 Core Product Customization
8.3.2 POC (CU's, MU's, standard designs) data creation
8.3.3 WMS POC system available
8.4 Integration Dev. Releases (POC)
8.4.0 Middleware Set-up
8.4.1 CIS Interfaces
8.4.1.0 Conduct CIS Interface workshop
8.4.1.1 CIS to AM/FM/GIS [BAR CHART]
8.4.1.2 IES SME participate in development
8.4.1.3 Call Center to CAD (new work request info-non outage)
8.4.1.4 IES SME participate in development
8.4.1.5 Call Center to DMS (outage customer ID)
8.4.1.6 IES SME participate in development
8.4.1.7 CAD to Call Center (scheduling opportunities)
8.4.1.8 IES SME participate in development
8.4.0.9 DMS to Call Center (outage status)
8.4.1.10 IES SME participate in development
8.4.2 WMS Interfaces
8.4.2.0 Conduct WMS Interface workshop
8.4.2.1 WMS to AM/FM/GIS (work requests and status)
8.4.2.2 AM/FM/GIS to WMS (design data)
8.4.2.3 AM/FM/GIS to WMS (as built data)
8.4.2.4 CAD to WMS (new work request for design-if managed in both)
8.4.2.5 WMS to MMIS (material needs)
8.4.2.6 MMIS to WMS (material items lists and costs)
8.4.2.7 WMS to Prop Acct (property unit info)
8.4.3 CAD to DMS (crew assigned/location)
8.4.4 AM/FM/GIS to DMS (landbase and facilities)
9 CORE PRODUCTION SYSTEM REFINEMENTS DEV. REL.
9.0 MDT Dev. Rel. (core production)
9.1 AM/FM/GIS Dev. Rel. (core production)
9.2 DMS Dev. Rel. (core production)
9.3 WMS Dev. Rel. (core production)
9.4 Integration Dev. Rel. (core production)
PAGE# 3 OF 5
52
----------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME SCHED START SCHED FIN
----------------------------------------------------------------------------------------------------------------
9.5 Conduct integrated production system test 01/08/98 01/28/98
10 EXTENDED FUNCTIONALITY DEV. RELEASES 02/05/98 07/31/98
10.0 MDT Dev. Rel. (extended functionality) 04/09/98 05/20/98
10.1 AM/FM/GIS Dev. Rel. (extended functionality) 02/05/98 07/10/98
10.2 DMS Dev. Rel. (extended functionality) 02/11/98 05/19/98
10.3 WMS Dev. Rel. (extended functionality) 02/26/98 04/29/98
10.4 Integration Dev. Rel. (Extended functionality) 04/02/98 07/31/98
11 SYSTEM INTEGRATION MANAGEMENT 11/11/96 03/24/97
11.0 Convergent Group Staging 11/11/96 11/26/96
11.1 Communication Link Setup/Install 11/27/96 01/24/97
11.2 Site preparations 11/27/96 12/10/96
11.3 Hardware installation/configuration 12/11/96 12/17/96
11.4 Core software installation/configuration 12/03/96 03/24/97
11.5 Develop software distribution plan 12/05/96 12/18/96
11.6 Test software distribution plan 12/19/96 01/06/97
11.7 Conduct Incremental Installations (TBD) 03/24/97 03/24/97
12 SYSTEM INTEGRATION TESTING (PROCESS ORIENTED) 06/13/97 02/04/98
12.0 Develop production test plan 06/13/97 06/13/97
12.1 Conduct systems testing with IES 01/08/98 02/04/98
12.1.0 Execute test scripts 01/08/98 01/21/98
12.1.1 Address discrepancies/issues 01/22/98 02/04/98
12.2 Integrated system approval 02/04/98 02/04/98
13 TRAINING 12/18/96 01/12/98
13.0 Develop training plan/schedule 06/16/97 09/09/97
13.1 Conduct training 12/18/96 01/12/98
13.1.0 System level training (OS, RDBMS) 12/18/96 12/26/96
13.1.1 Core POC system training 02/10/97 06/24/97
13.1.2 Core production System training 08/12/97 01/12/98
13.1.3 System software maintenance training 06/25/97 06/26/97
14 DELIVERABLE MILESTONES 02/07/97 05/18/98
14.0 Resource Coordinators begin using CAD 02/07/97 02/07/97
14.1 Build CU's, MU's, Standard Designs 02/10/97 02/10/97
14.2 Begin Automated Work Initiation & Tracking 02/10/97 02/10/97
------------------------------------------------------------------------------------------------------------------------------
1996 1997
------------------------------------------------------------------------------------------------------------------------------
WBS CODE TASK NAME J J A S O N D J F M A M J J A S O N D
------------------------------------------------------------------------------------------------------------------------------
9.5 Conduct integrated production system test
10 EXTENDED FUNCTIONALITY DEV. RELEASES
10.0 MDT Dev. Rel. (extended functionality)
10.1 AM/FM/GIS Dev. Rel. (extended functionality)
10.2 DMS Dev. Rel. (extended functionality)
10.3 WMS Dev. Rel. (extended functionality)
10.4 Integration Dev. Rel. (Extended functionality
11 SYSTEM INTEGRATION MANAGEMENT
11.0 Convergent Group Staging
11.1 Communication Link Setup/Install
11.2 Site preparations
11.3 Hardware installation/configuration
11.4 Core software installation/configuration
11.5 Develop software distribution plan
11.6 Test software distribution plan
11.7 Conduct Incremental Installations (TBD)
[BAR CHART]
12 SYSTEM INTEGRATION TESTING (PROCESS ORIENTED)
12.0 Develop production test plan
12.1 Conduct systems testing with IES
12.1.0 Execute test scripts
12.1.1 Address discrepancies/issues
12.2 Integrated system approval
13 TRAINING
13.0 Develop training plan/schedule
13.1 Conduct training
13.1.0 System level training (OS, RDBMS)
13.1.1 Core POC system training
13.1.2 Core production System training
13.1.3 System software maintenance training
14 DELIVERABLE MILESTONES
14.0 Resource Coordinators begin using CAD
14.1 Build CU's, MU's, Standard Designs
14.2 Begin Automated Work Initiation & Tracking
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1998
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WBS CODE TASK NAME J F M A M J J A S
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9.5 Conduct integrated production system test
10 EXTENDED FUNCTIONALITY DEV. RELEASES
10.0 MDT Dev. Rel. (extended functionality)
10.1 AM/FM/GIS Dev. Rel. (extended functionality)
10.2 DMS Dev. Rel. (extended functionality)
10.3 WMS Dev. Rel. (extended functionality)
10.4 Integration Dev. Rel. (Extended functionality
11 SYSTEM INTEGRATION MANAGEMENT
11.0 Convergent Group Staging
11.1 Communication Link Setup/Install
11.2 Site preparations
11.3 Hardware installation/configuration
11.4 Core software installation/configuration
11.5 Develop software distribution plan
11.6 Test software distribution plan
11.7 Conduct Incremental Installations (TBD)
[BAR CHART]
12 SYSTEM INTEGRATION TESTING (PROCESS ORIENTED)
12.0 Develop production test plan
12.1 Conduct systems testing with IES
12.1.0 Execute test scripts
12.1.1 Address discrepancies/issues
12.2 Integrated system approval
13 TRAINING
13.0 Develop training plan/schedule
13.1 Conduct training
13.1.0 System level training (OS, RDBMS)
13.1.1 Core POC system training
13.1.2 Core production System training
13.1.3 System software maintenance training
14 DELIVERABLE MILESTONES
14.0 Resource Coordinators begin using CAD
14.1 Build CU's, MU's, Standard Designs
14.2 Begin Automated Work Initiation & Tracking
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1996
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WDS CODE TASK NAME SCHED START SCHED FIN J J A S O N D
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14.3 Work Order Design Available 05/16/97 O5/16/97
14.4 Begin Distribution Opns Training 06/12/97 06/12/97
4.5 DMS Available for DDC 07/03/97 07/03/97
[BAR CHART]
14.6 Outage Analysis Available 06/12/97 06/12/97
14.7 Service Territory Converted 05/18/98 05/18/98
14.8 Production integration completed 01/07/98 01/07/98
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1997 1998
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WDS CODE TASK NAME SCHED START SCHED FIN J F M A M J J A S O N D J F M A M J J A S
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14.3 Work Order Design Available 05/16/97 O5/16/97
14.4 Begin Distribution Opns Training 06/12/97 06/12/97
4.5 DMS Available for DDC 07/03/97 07/03/97
[BAR CHART]
14.6 Outage Analysis Available 06/12/97 06/12/97
14.7 Service Territory Converted 05/18/98 05/18/98
14.8 Production integration completed 01/07/98 01/07/98
PAGE# 5 OF 5
