20130717Notice of Affiliate Transaction.pdf

YPacrFlConp
\ A MTDAMEnTCAN ENERGY HOIDINGS COMPANY
July 17,2013
VA OVERNIGHT DELIWRY
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention:Jean D. Jewell
Commission Secretary
PacifiCorp Notice of Affrliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I l7(2), incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13,2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company (MEHC), of an affrliate
interest transaction with International Business Machines Corporation (IBM) for
telecommunications expense management services. MidAmerican Energy Holdings Company
(MEHC) entered into a master Transaction Document, including a Statement of Work
(Agreement) on behalf of its platforms. MEHC platforms may execute an Affiliate Addendum to
become aparty to the Agreement. PacifiCorp intends to participate in the Agreement. A copy of
the Agreement is included as Attachment A. A copy of PacifiCorp's Affiliate Addendum is
included as Attachment B.
PacifiCorp is a wholly-owned indirect subsidiary of MEHC. MEHC is a subsidiary of
Berkshire Hathaway, Inc (Berkshire Hathaway). As of March 31,2010, Warren E. Buffet (an
individual who may be deemed to control Berkshire Hathaway), Berkshire Hathaway, various
subsidiaries of Berkshire Hathaway and various employee benefit plans of Berkshire Hathaway
subsidiaries together held an interest in excess of 5 percent in IBM. Therefore, Berkshire
Hathaway's ownership interest in IBM may create an affrliated interest in some PacifiCorp
jurisdictions.
IBM offers comprehensive strategic supply, category spend, and contract management
services through IBM Emptoris Rivermine telecommunications expense management.
PacifiCorp has been using IBM's telecommunications expense management services for
automated telecommunications invoice management, integrated telecommunications inventory
management, and integrated accounts payable functions. PacifiCorp has been operating under an
existing contract on a month-to-month basis pending the outcome of negotiations of an MEHC-
wide agreement. A new Agreement with IBM has been negotiated to make the services received
by PacifiCorp available to all MEHC platforms. The Agreement contains updated terms and
Mark C. Moench
Senlor Vice President and General Counsel
201 S. Main Street, Suite 2400
salt Lake cw, aT 84111
801-220-4459 Office
801-220-4058 Fax
ma r le" mo e n c h@p ac ift c o r p. c o m
Re:
Jean D. Jewell
Notice of Affiliate Transaction
July 17,2013
Page2
conditions, and a comprehensive plan for rolling out telecommurications management services
to those MEHC platforms not yet receiving telecommunications management services.
The Company relies on the telecommunications expense management services furnished
by IBM to reduce its company-wide telecommunications expenses. Accordingly, the transaction
is consistent with the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
7(rr,0-6,V/A/"!^-
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
ATTACHMENTA
AGREEMENT
lnternational Business Machines Corporation ('lBM), MidAmerican Energy Holdings Company
('MEHC') and its affiliates who elect to utilize this Transaction Document (as defined below) and agree
to be bound by the terms and conditions, and applicable exhibits and appendices set forth herein by
executing an Affiliate Addendum (as defined below) (each, a "Participating Affiliate'and each of MEHC
and each Participating Affiliate as to its individual participation hereunder, "you" or "Custome/') enter
into this IBM lnternational Passport Advantage Agreement Transaction Document (this "Transaction
Document') as of July 2,2013 ("Transaction Document Start Date') to the IBM lntemational Passport
Advantage Agreement that is referenced below ('IPAA'). This Transaction Document will remain in
effec{ through the third anniversary date of the first day of the Subscription Period (as defined in
Section 2 below) ('Transaction Document End Date"). Affiliates have until one week after the
Transaction Start Date to become a Participating Affiliate under this Transaction Document by signing
the Affiliate Addendum. lf all Participating Affiliates listed in Table 2 have not signed an Affiliate
Addendum by one week after the Transaction Start Date, IBM reserves the right to modify the
Subscription Fees set forth in Table 2 below by redistributing the amounts for the affiliates that have
not signed an Affiliate Addendum between the Participating Affiliates on a percentage basis and all
Participating Affiliates will be deemed to have accepted such revised pricing without further signatures
or modification to this Tnansaction Document.
This Transaction Document allows Customer and the Participating Affiliates to receive from IBM the
benefit of the IBM SaaS (as defined below)for the Subscription Entitlements listed in Section 2 below
for the price set forth Section 3 "Subscription Fee' below. The IBM SaaS offerings that Customer is
subscribing to are described in Section 2 below and in the Terms of Use as shown in Exhibit 2 ('ToU')
and IBM shall perform the obligations set forth therein. ln addition, IBM and Customer shall comply
with the terms and conditions set forth in Exhibit 3 ('Additional Terms").
Notwithstanding anything to the contrary set forth herein, PacifiCorp shall continue to receive IBM
SaaS services pursuant to the terms and conditions set forth in the existing Professional Services
Contract between PacifiCorp and IBM (as successor to Rivermine Software, lnc.) until the Provision
Date. On and after the Provision Date, PacifiCorp shall continue to receive IBM SaaS services
pursuant to the terms and conditions set forth in this Transaction Document as a Participating Affiliate.
As of such date, with respect to PacifiCorp's participation, this Transaction Document shall supersede
the Professional Services Contract in its entirety which shall be deemed terminated.
Any capitalized but undefined terms contained in this Transaction Document shall have the meaning
set forth in the IPAA or the ToU.
The IPAA is the lnternational Passport Advantage Agreement, Agreement Number
'181157
(lBM Form
2125-5831-07 712011), incorporated by reference herein.
1. IBM SaaS
The 'lBM SaaS" shall mean those IBM SaaS Products listed on Table 1 of this Transaction Document.
You may deploy the IBM SaaS, as permitted, up to the maximum level of use authorizations
(quantites) specified on Table 1.
For the purpose of this Transaction Document, MEHC and the Participating Affiliates listed on
Table 2 during the term of the Transaction Document are each entitled to submit Purchase Orders
or equivalent order letters or order forms to obtain IBM SaaS for the payments as shown on Table2 of this Transaction Document for the conesponding quantity MEHC and Participating
Affiliates may transfer the Subscription Entitlements between one another or to other MEHC
affiliates (provided such affiliates become Participating Affiliates by executing an Affiliate
Addendum, provided that the total quantity of Subscription Entitlements used by MEHC and the
Page I of 27
Participating Affiliates in the aggregate do not exceed the aggregate Subscription Entitlement
quantities authorized pursuant to this Transaction Document and Table 1 (as it may be amended
from time to time). Each MEHC affiliates participating under this Transaction Document shall
execute and deliver to IBM a signed affiliate transaction document in the form of Exhibit 1 ("Affiliate
Addendum").
Notwithstanding anything to the contrary set forth in the IPAA, it is understood and agreed that
MEHC and each Participating Affiliate is solely responsible and liable for its obligations related to
the Subscription Entitlements allocated to it. Neither MEHC nor any other MEHC affiliate(s) shall
have any obligation or liability, contractually or otherwise, for payment or other obligation incuned
by or allocable to any other affiliated entity participating hereunder.
Upon execution and delivery by the parties of this Transaction Document and each Affiliate Addendum,
lBM shall be deemed to have entered into separate contractual relationships with each of MEHC and
each Participating Affiliate which shall be govemed by the terms and conditions setforth herein.
2. Subscription Entitlements
Subscription Entitlements mean those Part Numbers listed on Table 1 below. You may access the
Subscription Entitlements, made available to you pursuant to the IPAA and the applicable ToU(s)
rivhich govern the use of such IBM SaaS, up to the maximum level of use authorizations (quantities)
specified herein (as such maximum level of use may be increased by subsequent orders placed by
Customer).
IBM notifies you when access has been provided to you for the IBM SaaS listed on Table 1 subscribed
to by you ("Provision Date). The Subscription Period begins on the first day of the first full month
following the Provision Date unless the Provision Date is the first day of the month. ln that case the
Subscription Period begins on the Provision Date. The Partial Month is the number of days in the
period between the Provision Date and the start date of the first month of the Subscription Period
during which you have access to the Subscription Entitlement. The Partial Month Subscription Charges
listed on Table 3 of this Transaction Document are not included in the Option Charges. ln no event
shall a Custome/s Provision Date occur prior to completion of any applicable implementation services
in accordance with the completion criteria set forth in a separate statement of work between the
Customer and lBM.
Customeds Subscription Period continues for thirty six (36) consecutive month periods ("Subscription
Period End Date") following the first day of the first full month following the Provision Date and is
subject to renewal as provided herein. (The Subscription Period for all of the Participating Affiliates
shall be co-terminous.)
Notwithstanding the terms of this Transaction Document or our prior practice, payment for the Partial
Month Subscription and Overage ("Additional SaaS Fees") on Table 3 are not contingent upon
issuance of a purchase order. All approvals required to issue payment for Additional SaaS Fees
Partial Month Subscription have been obtained by you. Payment in full for Additional SaaS Fees
Partial Month Subscription is due upon receipt of invoice. The bill to and ship to addresses, along with
specific ordering information and amounts due for Additional SaaS Fees Partial Month Subscription
under this Transaction Document, are included herein or in other documents related hereto. Any order
for Additional SaaS Fees Partial Month Subscription is firm and inevocable upon the determination of
such charges by lBM.
TABLE I
Partlcipating
Affiliate
Part
Number
Description Quantity
Page 2 of27
Participating
Afffliate
Part
Number
Description Quantity
7013340
(MEC)DOS2BLL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Paper
lnvoices Add-on document oer Month 200
7013340
(MEC)DOS2ELL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Million
Spend Conversion Units oerAnnum 4
7517957
(NNG)DOS2BLL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Paper
lnvoices Add-on document per Month 300
7517957
(NNG)DOS2ELL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Million
Soend Conversion Units oer Annum 3
3233535
(MEHC)DOS2BLL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Paper
lnvoices Add-on document per Month 100
3233535
(MEHC)DOS2ELL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Million
Spend Conversion Units per Annum 1
7020497
(Pac)DOS2BLL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Paper
lnvoices Add-on document oer Month 200
7020497
(Pac)DOS2ELL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Million
Spend Conversion Units per Annum 8
7404664
(Kem)DOS2BLL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Paper
lnvoices Add-on document oer Month 200
7404664
(Kem)DOS2ELL
IBM Emptoris Rivermine Telecom Expense
Management on Cloud Standard Edition Million
Spend Conversion Units per Annum 1
"Subscription" is the IBM SaaS provided for a Subscription Period exclusive of any daily fees,
overages, set up , on demand or remotely delivered services.
"Subscription Period" is the length of time you will have access to the IBM SaaS Subscription,
excluding the lnitial Partial Month.
3. Subcription Fee
During the initial Subscription Period, the aggregated Subscription Fee for the Subscription
Entitlements set forth in Section 1 above is $704,052.00 as shown in Attachment 1 below and as
further described on Table 2 below. The Subscription Fee includes support through the Subscription
Period End Date for the Subscription Entitlements.
TABLE 2
Participating
Affiliate
Address Amount for
36 Month
Subscription
Period
7013340
MidAmerican Energy
4299 NW Urlcandale Drive $152.318.12
Page3 of27
Urbandale. lA 50322
7517957
Northern NaturalGas
1111 S. 103d Street.
Omaha. NE 68124 $170.938.59
3233535
MidAmerican Energy Holdings
Company
4299 N\,V Urbandale Drive
Urbandale, lA 50322 $56.979.53
7020497
Pacificorp
825 NE Multnomah St. Ste. 800
Portland. OR 97232 s229.036.24
7404664
Kem River Gas Transmission
2755 East Cottonwood Parkway
Ste.300
Salt Lake Citu. UT 8412'l $94.779.53
Custome/s Subscription Fee shall be divided into 36 equal payments and invoiced to Customer
monthly. Undisputed charges are due upon receipt of invoice and payable within thirty (30) days
thereof. The parties shall act in good faith to promptly resolve any payment disputes in accordance
with the dispute resolution provisions set forth herein.
The Subscription Fee is exclusive of any applicable duties, fees and taxes. You are responsible for any
such duties, fees and taxes including, but not limited to, withholding taxes and, if as a result of your
accessing or using a Subscription Entitlements across a border, any customs duty, tax, levy or fee
(including withholding taxes for the import or export of any such Subscription Entitlements).
TABLE 3
Additional SaaS FeesPART DESCRIPTION UNIT PRICE TERM BILLINGNUMBER FREQUENCY
DOS2CLL IBM EMPTORIS RIVERMINE $ 11.55 36 MONTHLY
TELECOM EXPENSE ADD.ON MONTHS
MANAGEMENTONCLOUD DOCUMENT
STANDARD EDITION PAPER MONTHLY
INVOICES ADD-ON DOCUMENT
OVERAGE
DOS2DLL IBM EMPTORIS RIVERMINE $2,655.00 36 MONTHLYTELECOMEXPENSE PER USE MONTHS
MANAGEMENTONCLOUD MONTHLY
STANDARD EDITION MILL]ON
SPEND CONVERSION UNITS
OVERAGE
DOS2ALL IBM EMPTOR]S RIVERMINE $35O.OO 36 MONTHLY
TELECOM EXPENSE PERUSE MONTHS
MANAGEMENT ON CLOUD DAILY
STANDARD EDITION PAPER
INVOICES ADD-ON DAILY FEE
FOR PARTIAL MONTH
DOS2FLL lBM EMPTORIS RIVERMINE $301.90 36 MONTHLY
TELECOM EXPENSE PERUSE MONTHS
MANAGEMENT ON CLOUD DAILY
STANDARD EDITION DAILY FEE
Page 4 of27
FOR PARTIAL MONTH
'Daily Fee" is the charge for the IBM SaaS Subscription for each day of the lnitial Partial Month.
"Overage" is the use of the IBM SaaS Subscription in excess of the Quantig listed on Table 1
above.
lf the Subscription Period of the IBM SaaS Subscription extends bepnd the Transaction Document
End Date, the terms and cond'rtions of the Transaction Document which are applicable to fte IBM
SaaS Subscription Entitlements remain in effect until the Subscription Period End Date of the IBM
SaaS and apply to respective successors and assignees.
This Transaction Document is confidential and each party agrees not to disclose the terms of this
Transaction Document to any third party (excluding its respective Affiliates) without the other party's
prior written consent, except as required by law.
Once signed, unless prohibited by local law or specified otherwise, any reproduction of this
Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an
original.
By signing below, each of us agrees to the terms of this Transaction Document.
Agreed to:
MidAmerican Energy Holdings
Agreed to:
lnternational Business Machines
Corporatlon' " - ).. "" .".1" 'By: "- ll,li.'i "' ' i""',
7---|,
Name: Harry K. ChingName: Maureen E. Sammon
TiUe; SVP& Chief Adrninistrative Officer
(type or print)
Business Unit Executive
o"t", allll3 D3t": 7t2t2013@Urbandale,lA 50322
Customer Contact Name: flnsert Namel
San Ramon, CA 94583
Marc A. SchwarE
After slgnlng, please return this Transaction Dacumenl to the IBM address shown above.
Pagc 5 ol-27
Exhibit I
Affiliate Addendum
Affiliate transaction document for IBM lnternational Passport Advantage Transaction Document
between MidAmerican Energy Holdings Company and IBM
Affillate Namel ('Afiiliate") acknowledges that all purchases by it will be governed under the terms
of the IBM lntemational Passport Advantage Agreement Transaction Document (MidAmerican
Energy Holdings Company -SaaS IPAA TD-20130430), which was agreed to and signed by
lntemational Business Machines and MidAmerican Energy Holdings Company ('MEHC) July 2,
2013 ("Transaction Document"). Affiliate further acknowledges and agrees that it shall be bound by
the terms of any amendments to the Transaction Document that may be made after the date hereof
pursuant to any written agreement between IBM and Affiliate or between lBM and MEHC. Affiliate
hereby waives notice of any such subsequent written agreement between IBM and MEHC.
Agreed to: Agreed to:
[Affiliate Namel lnternational Business Machines
Corporation
By:By:
(Authorized signature)(Authorized signature)
Title:Title:
Name:Name:
(print)(print)
Date:Date:
Your address:
Your IBM customer number:
Enterprise number: 5816142
IPAA Number 181157
Passport Advantage Site number:
Ship to address: Same as above
Bill to address: 1177 S. Beh Line Road
Coppell, TX 75019
Page 6 of21
Exhibit 2
Terms of Use
IBM Terms of Use
IBM Emptoris Rivermine Telecom Expense Management on Cloud
The terms of this IBM Terms of Use are in addition to those of the IPAA. Carefully read this ToU before using the
IBM SaaS and any associated Enabling Software.
Partl-GeneralTerms
1. Purpose
This ToU is for the following IBM SaaS:
. IBM Emptoris Rivermine Telecom Expense Management on Cloud Standard Edition
o IBM Emptoris Rivermine Telecom Expense Management on Cloud Standard Edition Paper lnvoices
Ad&on
For the purpose of this ToU only, the term "lBM SaaS' refers to the specific IBM SaaS offering set forth in
this Section 1.
Customer may use the IBM SaaS only during a valid Subscription Period.
2. Definitions
Capitalized tenns not defined in this ToU are defined in the IPAA or the Transaction Document, as
applicable. For purposes of these ToU, the term "Program" includes the term 'program" eacfi as may be
used in the IPAA.
Enabling Softvyare - any Program and associated materials provided to Customer by IBM or a third
party as part of the IBM SaaS offering in order to facilitate access to and use of IBM SaaS.
Privacy Practlce - the Privacy Practice, located on the lntemet at htto://www.ibm.com/orivacv, and any
subsequent modifi cation.
3. General Gharge Terms
3.1 Metrics
Million Spend Conversion Units (MSCUS) are a unit of measure by which the IBM SaaS can be obtained. A
Spend Conversion Unit is a cunencyindependent measure of a Spend amount relevant to the licensing of
the IBM SaaS. Cunency-specific Spend amounts must be converted into MSCUs in accordance with the
table loceted at http:/Aarww.ibm.com/software/licensing/conversion_unit_table. Sufficient entitlements must
be obtained for the number of MSCUs required to cover the amount of Spend processed or managed by
the IBM SaaS during the measurement period specified in Custome/s Proof of Entitlement (PoE) or
Transaction Document.
For the purpose of Million Spend Conversion Unit entitlements of IBM Emptoris Telecom Expense
Management SaaS, Spend is the total amount disbursed on communications vendors for landline, mobile
and data services to be processed or managed by the IBM SaaS. This includes both electronic and
paper invoicas across all telecommunications carriers and geographies targeted for this service.
PageT of27
Document is a unit of measure by which the IBM SaaS can be obtained. A Document is defined as a finite
volume of data that is enveloped within a document header and trailer record that marks its beginning and
end or any , physical or electronic document type defined in the IBM SaaS, including but not limited to:
invoices, sales orders, purchase orders, guotes, schedules, plans, retums, shipments, and receipts.
Sufficient entitlements must be obtained to cover the total number of Documents processed by the IBM
SaaS during the measurement period specified in Customer's Proof of Entitlement (PoE) or Transaction
Document.
3.2 Charges & Billing
3.2.1 Billing Options
The amount payable for IBM SaaS is specified in a Transaction Document as follows:
The subscription fee is billable on an annual, quarterly, or monthly basis for the length of the term as
specified in the Transaction Document, The amount payable per billing cycle will be based on the
subscription fee plus any overage charges.
3.2.2 Partial Month Gharges
The Partial Month charge is a pro-rated daily rate that will be charged to Customer. The Partial Month
Charges are calculated based on the remaining days of the pariial month starting on the date Customer is
notified by IBM that their access to the IBM SaaS is available.
3.2.3 Overage Gharges
The IBM SaaS will monitor the amount of Million Spend Conversion Units or Documents processed. lf the
amount of Million Spend Conversion Units and/or Documents specified in Customeds PoE or Transaction
Document is exceeded, overage charges will apply at the rate specified in the Transaction Document.
3.2,4 On Demand
On-Demand options will be invoiced in the month the on-demand option is made available to the
Custbmer and will be invoiced as set forth in the Transaction Document.
4. Account Greation and Access
When IBM SaaS Users register for an account ("Account"), IBM may provide the IBM SaaS User with an
Account identification and password. Customer is responsible for ensuring that each IBM SaaS User
manages and keeps their Accpunt information cunent. At any time Customer may request that any
Personal Data provided as part of registering for an Account or use of the IBM SaaS be corrected or
removed from Account information and this information will be corrected or removed, but rcmoval may
prevent access to the IBM SaaS.
Customer is responsible for ensuring that each IBM SaaS User protects their Account identification and
password and controls who may access an IBM SaaS User Account or use any IBM SaaS on Customeis
behalf.
Suspension of IBM SaaS and Termination
Suspension
ln the event of a breach of the Terms of Use, the IPAA, or the Acceptable Use Policy, misappropriation
of IBM intellectual property or violation of applicable law by an IBM SaaS User, IBM reserves the right to
suspend or revoke the offending IBM SaaS Useis access to the IBM SaaS, and/or delete the offending
IBM SaaS Useis Content, at any time. IBM will notify Customer of any suspension or revocation action.
Termination
IBM may terminate Customefs access to IBM SaaS for cause if Customer does not comply with the
terms of the IPAA, the Acceptable Use Policy or this ToU and such noncompliance is not remedied wtthin
a reasonable time after receiving wriften notice frorn lBM. Upon termination, Customefs access and
other rights to the IBM SaaS will be cancelled and cease. ln such event Customer and its IBM SaaS
Users musl cease any further use of the IBM SaaS and destroy any copies of the associated Enabling
Software within Custome/s possession or control.
5.
5.1
5.2
Page 8 of27
6.
6.1
6.2
Renewal of a Subscription Period
INTENnONALLY LEFT BI-AN R
Customer Renewal Required
The IBM SaaS offering will not automatically renew at the end of the initial Subscription Pedod. ln order
to continue use of the IBM SaaS beyond the initial Subsoiption Period, Customer must obtain a new
subscription for the IBM SaaS.
Emergen cy Maintenance & Scheduled Mai ntenance
IBM may perform regularly scfieduled maintenance during maintenance windows which occur outside of
normal business hours (i.e., Monday - Friday, 8 am to 5 pm Pacific time).
IBM SaaS will not be available during these times.
IBM shall provide the IBM SaaS and related services set forth herein in accordance with the service levels
set forth in Appendix B to this ToU.
Updates; Applicable Terms and Authorization for Auto Updates
These Terms of Use apply to all enhancements, modlfications, variations, revisions, updates,
supplements, add-on components, and replacements forthe IBM SaaS (collectively, 'Updates") that IBM
may provide or make available for the IBM SaaS, subject to any addltional terms provlded by IBM
applicable to such Updates. Gustomer authorizes IBM to, and agrees that IBM may, in accordance with
IBM's standard operating procedures, automatically transmit, access, install, and otherwise provide
Updates to IBM SaaS without further notice or need for consent. IBM has no obligation to, and nothing in
these Terms of Use may be construed to require IBM to, create, provide, or install Updates except to the
extent necessary in order for the IBM SaaS to perform substantially in accordance with the applicable
documentation and specifi cations,
Updates to Terms of Use
IBM reserves the right to prospectively modify these Terms of Use, to account for any Updates that IBM
may provide or make available for the IBM SaaS during the Subscription Period and as otherwise
required by applicable law, by providing at least thirty (30) dap prior notice of such modified terms to
Customer; provided that in no event shall any modifications for any Updates diminish Customeis rights or
IBM's obligations hereunder without the written consent of MEHC or Customer, as applicable, except as
otherwise required by applicable law.
Technical Support
Technical support is provided for the IBM SaaS offering during the Subscription Period. Such technical
support is included with the IBM SaaS and is not available as a separate offering.
E-mail and telephone-based help desk support is available to Customerfrom 8am to 8pm Eastem Time,
Monday to Friday. PacifiCorp agrees to send all non-urgent questions and issues to the e-mail help desk
and all urgent questions to the telephone or e.mail-based help desk.
Technical Support information can befound and issues can be submitted by email atthefollowing
URL:
https :/isupport.rivennine.com/j iralsecwdDashboard j spa_
IBM may change the URL upon notice to Customer.
E-mail and phone support access is also described at the technical support web site.
11. Data Privacy and Data Securlty
11.1 Gustomer's Obligations
ln relation to all Personal Data provided by or through Customer to lBM, Customer will be responsible as
the sole data controller for complying with all applicable data protection or similar laws such as, but not
limited to, EU Directive 95/46/EC (and laws implementing that Directive) that regulate the processing of
Page 9 of 27
7.
8.
9.
10.
Personal Data including special categories of data, as such terms are defined in thai Directive (and laws
implementing that Directive).
Customer agrees to obtain all legally required @nsents, authorizations and approvals and make all
necessary disclosures before (i) including any Personal Data in Content and (li) uslng the Enabllng
Software and IBM SaaS.
Customer confirms and acknowledges that it is solely responsible for any Personal Data that may
be contained in Content, including any information which any IBM SaaS User shares with third
parties onCustome/s behalf. Customer is solely responsible for determining the purposes and
means of processing any Personal Data by IBM under these Terms of Use, including that such
processing according to Customer's instructions will not place IBM in breach of applicable data
prctec'tion laws.
IBM SaaS is not intended for the storage or receipt of any Sensitive Personal lnformation or Protected
Health lnformation (as defined below), in any form, and Customer will be responsible for reasonable costs
and other amounts IBM may incur relating to any such information provided to IBM or the loss or
disclosure of such information by lBM, including those arising out of any third party claims. 'Sensitive
Personal lnformation" is: 1) Personal Data, the loss of which would trigger a data breach notification
requirement, and includes, but is not limited to financial information, country identification number (e.9.
Social lnsurance Number(SlN), Social Security Number(SSN) orothergovemmentally issued
identification number such as drive/s license or passport number, bank account number, credit card or
debit card number; and 2) Personal Data relating to racial or ethnic origin, sexual orientation, or political
opinions or religious, ideological or philosophical beliefs or activities or trade union membership.
"Protected Health lnformation" is 'individually identifiable health information' as defined under the Health
lnformation Portability and Accountability Ac't of 1996 ('HIPM'), as amended.
Customer agrees that when IBM reasonably determines it to be useful in its provision of IBM SaaS, IBM
may transfer Content, including any Personal Data, across a country border to the entities and countries
notified to Customer. Customer consents to IBM SaaS being provided by such entities in such countries,
and is solely responsible for determining that any transfer of any Personal Data across a country border
under the terms of the Terms of Use complies with applicable data protection laws. IBM shall reasonably
cooperate with Customer, for Customeis own benefit or for the benefrt of a Customer data controller, in its
fulfillment of any legal reguirement, including obtaining mandatory approvals.
lf IBM makes a change to the way it processes or secures Personal Data as part of IBM SaaS and the
change causes Customer to be noncompliant with data proteclion laws applicable to it, Customer may
terminate the cunent Subscription Period for the afected IBM SaaS, by providing unitten notice to IBM
within thirty (30) days of IBM's notffication of the change to Customer. Any such termination will not
obligate IBM to issue a refund or credit to Customer.
11.2 IBM's Obligations
IBM will only prccess Personal Data in a manner that is reasonably necessary to provide IBM SaaS, and
only for that purpose.
IBM will only process Personal Data in delivering IBM SaaS as described by lBM, and Customer agrees
that the description provided by IBM is consistent with Custome/s processing instructions.
Upon Customeis written request, following termination or expiry of either this ToU or the IPAA, IBM
will destroy or retum to Customer all Content that Customer identifies as Personal Data.
lf Customer or a Customer data controller is required by applicable data protection laws to provide
information about or ac@ss to Personal Data to any individual or to a relevant authority, IBM will
reasonably cooperate with Customer in prov'xJing such information or access.
11.3 Protection of Gontent
Notwithstanding anything to the contrary in the IPAA or the Transaction Document.
a. IBM will not intentionally disclose or use Customefs Content except to operate and perform the IBM
SaaS as contemphted in this ToU, subject to IBM's compliance with applicable laws.
b. IBM will only process Customer Content on systems used to host and operate the IBM SaaS, on
\,r/hich IBM has implemented the security practices and procedures referenced below.
1'1.4 Security Practices
IBM implements and maintains practices and procedures, which may be revised periodically, regarding
the systems used to host and operate the IBM SaaS. These practices and procedures are designed to
Page 10 of27
reduce the wlnerability of our slatems to accidertal loss, unlawful intrusions, unauthorized acoess,
disclosure or alteration, or wrongful conduct that may interfere with, misappropriate, or othenrvise damage
the Content or Customer's use of the IBM SaaS. A description of the practices and procedures applicable
to the IBM SaaS, induding applicable technical and operational measures, is available to Customer upon
request ("Security Practices"). Customer is responsible for determining whether these practices and
procedures are appropriate to meet Custome/s requirements. Except as specifically provided in the
Security Practices for the IBM SaaS or othenrise in the Transaction Document, IBM makes no
representations or wananties regarding any security functions. ln the event of a conflict between the
description in the Security Practices and the Transaction DocumenL the terms of the Transaction
Doc-ument will control.
12. Gompliance with Applicable Export Law
Each party agrees to comply with all applicable import and export laws and regulations, including those of
the United States regarding embargo and sanctions regulations and prohibitions on export by certain end
users or for any prohibited end uses (including nuclear, space or missile, and chemical and biological
weapons). Customer represents that Content will not, in whole or pa(, be controlled under the U.S.
lntemational Traffic in Arms Regulation (ITAR). Customer acknoarledges that IBM may use global
resources (non-permanent residents used locally and personnel in locations worldwide) to remotely
support the delivery of IBM SaaS. Gustomer represents that no Content accessible to IBM for the IBM
SaaS will require an export license or is restricted fnom export to any IBM global resource or personnel
under applicable export control laws.
13. lndemnity
Cuslomer agrees to indemnify, defend and hold IBM harmless against any third party claim arising out of
or relating to: 1) violation of the Acceptable Use policy by Customer or any IBM SaaS User; or 2)
Content created within IBM SaaS or provided, uploaded, or trans'fened to IBM SaaS by Customer or any
IBM SaaS User.
14. Copyrlghtlnfringement
It is IBM's policy to respect the intellectual property rights of others. To report the infringement of
copyrighted material, please visit the Dbital Millennium Copyright Act Notices Page at
htto:/lwww. i bm.com/leo aUus/en/dmca. htm l.
15. Warranty and Exclusions
15.1 Limited Warranty
IBM wanants that IBM SaaS will conform to hs specifications, as contained in Appendix A to this Terms of
Use. Customer agrees that such specifications may be supplied only in the English language, unless
otherwise required by local law without the possibility of contractual waiver or limitation.
lf the IBM SaaS does not funct'ron as wananted, and IBM is unable to make it do so, IBM will give
Customer a prorated refund of amounts prepaid by Customer, and Customer's right to use the IBM SaaS
will terminate. This limited wananty remains in efiect during the Subscription Period for the IBM SaaS
offering.
Items Not Covered by Vllarranty
IBM does not warrant uninterrupted, secure, or enor-free operation of IBM SaaS or that IBM will able to
prevent third party disruptions of IBM SaaS or that IBM will correct all defects.
Except to the extent any results are the responsibility of IBM as provided in Appendix A, Customer is
responsible for the results obtained from the use of the IBM SaaS.
16. IBM SaaS Offering Unique Terms
The following are the unique terms associated with the idenffied IBM SaaS, The unique terms include a
brief summary of the IBM SaaS, IBM responsibilities and Customer responsibilities that are unique to the
offering.
16.1 IBM SaaS General Details
o IBM Emptoris Rivermine Telecom Expense Management on Cloud Standard Edition
16.1.1 lnvoice Acquisition and Loading
Page 11 of27
IBM is responsible for the acquisition and monitoring of Customer invoices and will work directly with
service providers to ensure timely delivery and receipt.
IBM Responsibilities:
o Receive manual and electronic invoices directly from vendor and load into IBM SaaS, as
documented on the BAN list, including definition of invoice interval (default is monthly)r Electronic invoices will be loaded with circuit and sub-line item detail when the telecom canier
provides such detail within their bill format. Electronic invoices will be loaded within 5 business
days of receipt from the canier.. Manual invoices will be loaded as a minimum at the circuit line item level. This is necessary for
circuit level allocations. Majonty of the smaller caniers have a 20 day or less due date term.
Thus, IBM will load manual invoices within three (3) business days of receipt
o ldentify bill format discrepancies for joint research with Customer and service providers
. IBM is responsible for the reconfiguration of feeds caused by changes made by the telecom canier
supplying the electronic feed provided from the canier is a standard and supported electronic
format.
o Provide monthly invoice load status neports, including loaded and missing invoices
o Contact service providers regarding missing invoices and escalate to Customer where necessary
o Perform quarterly BAN analysis to assess opportunity for conversion and/or consolidation (where
applicable)
r IBM is responsible for ordering future electronic feeds from telecom caniers as new electronic formats
become available. IBM will notify Customer of the invoice format change, lf IBM has issues with
the telecom caniers regarding a change to the billing format, IBM will notify Customer of the issue.
Customer will contac't the telecom canier and notify them to work with IBM on elecbonic file
formaUfeed changes.
o Reconciliation of any disconnect/termination/suspension notices against existing invoices loaded
lnto the IBM SaaS; Customer will be notified and forwarded a copy of the notice the same day it is
received by IBM.
Customer Responsibilltles:
o Provide IBM with valid Letter of Authorization (LOA) to authorize IBM personnel as author2ed
points of contact
. Ensure IBM has accoss to all invoices (electronic and manual)
o Support research and escalation efforts for bill format discrepancies identified by IBM
o Escalate and follow-up with service provider, as requested by lBM, after multiple unsuccessful
attempts to obtain missing invoices is reported
r lssue requests to close accounts in a timely manner after vendor notifications to ensure
unnecessary efforts are not applied tracking inactive accounts
r Maintain BAN invoice interval for input into the IBM misslng invoice management process (default is
Monthly)
o Resolve vendor disconnect notices upon notification by IBM
lnvoice definitions are as follows:
a. Manual lnvoice - Any vendor invoice that is not in a machine'readable format and cannot be
processed in its native form using an IBM invoice reader. Manual formats include paper invoices,
lrnage Files (PDF, TlF, JPG), Text or MS Word. The invoice transport method is immaterial -
phpical mail, email, portal or FTP
b. Electronic lnvoice - Any vendor invoice that is in a machine-readable format and can be processed
in its native form using an existing IBM invoice reader. Electronic invoices that cannot be processed
through an existing IBM lnvoice Reader are considered Manual until an agreement is reached on
the development of a new lnvoice Reader. Electronic formats include EDl, XML, MDB, MS Excel or
CSV.
16.1.2 Elec'tronic innoice loading options
Page12 of27
IBM maintains a library of standard electronic invoice readers. These standard electronic invoice readers
will be used to load elec{ronic invoices. Gustomer agrces to use the IBM prefened invoice formats for
loading invoices into the IBM SaaS.
16.2 Paper lnvoices Add-on
o IBM Emptoris Rivermine Telecom Expense Management on Cloud Standard Edition Paper lnvoices
Add-on
Manual/Paper invoices are loaded at the circuit line item level. IBM will use the standard MSXLS invoice
reader to load manual invoices. Each manual invoice will be scanned, uploaded into the application and
attached to the invoice load. lf Customer requests manual invoice processing at the circuiUinventory
level, all manual invoices must be processed at the inventory level. Customer may not select specific
invoices for inventory level and elect to have other invoices processed at the account summary level.
Loadlng manual invoices at the subline ltem detail (sub-inventory) is not available.
Customer will use IBM standard charge categorization for Manual lnvoices (e.9., where taxes go, where
other charges and credits go, where monthly charges go). Customers requiring non-standard charge
categorization will require a written change order to cover additional charges and related work.
Customer may receive paper copies of invoices that are also processed electronically ("Duplicate Paper
Copies'). lf Gustomer sends Duplicate Paper copies to IBM to be processed, IBM will notify Customer to
conect the issue.
16.3 IBM Emptoris Rivermine Telecom Expense Management on Cloud Standard Edition
16.3.1 lnvoice Workflorr and Approval
IBM SaaS offers an invoice approval workflow that follows a conditional path to route invoices for
approval prior to submission to the financial s!6tern for payment.
IBM Responsibilities:
o Ensure invoice is assigned to Customer stafi outlined in Customer defined worHlow
o Research and resolve "Total mismatch on invoice" exceptions, if needed, prior to issuing approval
for effected invoice
r Create and flag new BANs in the IBM SaaS for client research
o ldentify and flag missing Circuits in the IBM SaaS for client research
Customer Responsibilities:
o Anallze, review and approve invoices
r lnitiate neoessary utilities to re-match, reanalye and/or re-allocate invoices after inventory and
allocations changes have occurred
o Maintain account integrity in IBM SaaS, including but not limited to making updates to the account
structures, modifying vendor remit addresses or ac@unt billing addresses, assigning account level
financial coding, etc.
o Utilize intemal business practices to manage invoice disputes (i.e. contact the vendor as needed,
resolve and follow up to ensure a credit is received)
r Utilize IBM SaaS to create inventory, and associated required attributes (i.e. cost allocations,
custom attributes or related services)
o Complete financial information (GL/AP coding) within 48 hours of IBM request for Customer
assistance in completing the cost allocation/invoice payment process.
o Generate supplemental reports for research and validation efforts (i.e. accrual reports)
16.5 IBM SaaS User Profile
ln connection wilh Customeis use of the IBM SaaS, Customer acknowledges and agrees that (i) IBM
SaaS User names, titles, company names and photographs may be posted by an IBM SaaS User as part
of a profile ("Profile") and that the Profile can be viewed by other IBM SaaS Users, and (ii) at any time
Customer may request that an IBM SaaS User Profile be corrected or removed from the IBM SaaS and
such Profile will be conected or removed, but removal may prevent ac@ss to the IBM SaaS.
16.6 Third party Site and Services
Page 13 of 27
17.
lf Customer or an IBM SaaS User transmits Content to a third party website or other service that is linked
to or made accessible by the IBM SaaS, Customer and the IBM User provide IBM with the consent to
enable any such transrnission of Content, but sucft interaction is solely between Customer and the third
party website or service. IBM makes no warrantees or representations about sucft third party sites or
services, and shall have no liability for such third party sites or services.
General
lf any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of
these Terms of Use remain in full force and efiect. Failure by either party to insist on strict performanc€ or
to exercise a right vfien entitled does not prevent either party from doing so at a later time, either in
relation to that defauh or any subsequent one. Any terms of these Terms d Use that by their nature
extend beyond termination of these Terms of Use or the appllcable Subsoiption Perlod remain in effect
until fulfilled, and apply to respec'tive suooessors and assignees.
Page 14 of27
IBM SaaS Terms of Use
Parl2 - Gountry-unique Terms
The following terms replace or modify the referenced terms in Part 1. All terms in Part 1 that are not
changed by these amendments remain unmodified and in effect. This Part 2 is comprised of amendments
to this Terms of Use and is organized as follows:
r Asia Pacific country amendments; and
o Europe, Middle East, and Africa country amendments.
ASIA PACIFIC COUNTRY AMENDTIIENTS
AUSTRALIA
15.1. Limited Warranty
The following is added to the end of Section 1 5.1:
The waranties specified lhis Section are in addition to any rights Customer may have under the
Competition and Consumer Act 2010 or other legislation and are only limited to the extent permitted
by the applicable legislation.
JAPAN
15.1. Limited Warranty
The following is deletad fron the first paragraph of Section 15.1:
Customer agrees that such specifications may be supplied only in the English language, unless
otherwise required by local law without the possibility of contraclual waiver or limitation.
NEW ZEALAND
15.1. Limited Warranty
The following is added to this Section 15-1:
The warranties specified in this Section are in addition to any rights Customer may have under the
Consumer Guarantees Act 1993 or other legislation which cannot be excluded or limited. The
Consumer Guarantees Act 1993 will not apply in respect of any goods wtrich IBM provides, if
Customer requires the goods for the purposes of a business as defined in that Act.
EUROPE, MIDDLE EAST, AFRICA(EMEA) COUNTRY AITIENDMENTS
EUROPEAN UNION MEMBER STATES
The following is addd fo Secfion 15: Wananty and Exclusions:
ln the European Union ("EU"), consumers have legal r(;hts under applicable national legislation
goveming the sale of consumer goods. Such rights are not affected by the provisions set out in this
Section 15: Wananty and Exclusions.
AUSTRIA
15. Warranty and Exclusions
lf you paid a charge for the IBM SaaS fhen the Section 15 Wananty and Exclusions is replaced in fts
entirety by the following:
15. Warranties and Exclusions
IBM provides the IBM SaaS in conformity with its descriptions as contained in the IBM SaaS
announcement and maintains it in this condition for the term of the IBM SaaS. lBM, its ffiliates and
suppliers disclaim all further warranties ("Aussch/u6 der Gewdhrleistung").
Page 15 of27
Wananties, if any, for Enabling Softwarc supplied as part of this IBM SaaS may be found in their
license agreements.
GERiIANY
15. Warranty and Exclusions
lf you paid a charge for the IBM SaaS fien fhe Section 15 Warranty and Exclusions rs replaced in fs
entire$ by the following:
15. Warranties and Exclusions
IBM provides the IBM SaaS in conformity with its descriptions as contained in the IBM SaaS
announcement and maintains it in this condition for the term of the IBM SaaS. lBM, its Affiliates and
suppliers disclaim all further wananties ('Ausschlu6 der Gewflhrleistung"\.
Wananties, if any, for Enabling Software supplied as part of this IBM SaaS may be found in their
license agreements.
IRELA}.ID
15. Warranty and Exclusions
The fdlowing paragraph is added:
Except as expressly provided in these terms and conditions, or Section 12 of the Sale of Goods Act
1 893 as amended by the Sale of Goods and Supply of Services Act, 1980 (the " I 980 Act"), all
condltlons orwarranties (express or implied, statutory or otherwise) are hereby excluded including,
without limitation, any wanantiss implied by the Sale of Goods Act 1893 as amended by the 1980
Ac{ (including, for the avoidance of doubt, Section 39 of the 1980 Act).
IRELAND AND UNITED KINGDOil
18. Entire Agreement
The following sentence is added at the beginning of this Section 18:
Nothing in the following paragraphs shall have the effect of excluding or limiting liability for fraud.
Page16 of27
IBM SaaS Terms
Management on
of Use - IBM Emptoris
Cloud
::=:
Rivermine Telecom ExpensfE=
Appendix A
IBM SaaS is responsible for the acquisition and monitoring of Customer invoices and will uork directly
with service providers to ensure timely delivery and receipt. IBM SaaS will utilize standard IBM SaaS
invoice readers to load manual and electronic invoices into the IBM SaaS. Only invoices that can be
accessed and downloaded in IBM's preferred format will be considered in scope. Customer must assist
with establlshlng proper access and authorization on accounts to ensure quality and timeliness of service.
IBM SaaS and Customer will mutually agree on a list of Billing Account Numbers (BANS) to be loaded
and tracked in the IBM SaaS.
The IBM SaaS offers an invoice approval workflow that follows a conditional path to route invoices for
approval prior to submission to the financial system for payment. The invoie approval workflow is
embe<lded as part of the IBM SaaS and defines the status of an invoice from invoice load to payment.
Each invoice will follow two lndependent worKlows, a standard IBM SaaS intemal worKlow and a
Customer-defined workflow configured during implementation as described in the separate statement of
work between the parties. The IBM SaaS intemal workflow govems invoice entry through the completion
of invoice validation/review. The second worKlow directs the invoice to the appropriate customer staff for
approval which may be hierarchical in nature and/or driven by a variety of logical business conditions.
lnvoice, circuit and allocations exceptions will be identified and flagged in the IBM SaaS. Crftical
exceptions must be cleared before an lnvoice can be approved by IBM and/or Customer.
IBM will load electronic invoices with circuit and sub'line item detail when the telecom canier provides such
detail within the telecom carrie/s bill format. Any bill format discrepancies will be researched and resolved
by IBM and the telecom canier.
IBM is responsible for ordering future electronic feeds from telecom canierc as new electronic formats
become avallable. IBM will notify Customer of the invoice format change.
IBM is responsible for the reconfiguration of feeds caused by changes made by the telecom canier supplying
the feed provided that the new electronic feed from the canier is a standard electronic format and one that is
supported by the IBM SaaS.
IBM will load manual invoices for Customer into the Rivermine system at the line item level IBM will load
manual invoices into Rivermine within three (3) business days of receipt.
PagelT of27
IBM lnternational Passport Advantage Agreement - Transaction Document
Appendix B
Service Level Agreements
for
IBM Emptoris
IBM provides this Service LevelAgreement ("SLA) to MEHC subject to the following terns.
MEHC understands that this SLA does not constitute a warranty to MEHC.
1. Definitions
"Authorized Contact' means the individual MEHC has specified to IBM who is authorized
to submit Claims under this SLA.
"Availability Credit' means the remedy IBM will provide for a validated Claim. The
Availability Credit will be applied in the form of a credit or discount against a future
invoice of subscription charges for the Service.
"Claim" means a claim submitted by MEHC's Authorized Contact to IBM pursuant to this
SLA that a Service Level has not been met during a Contracted Month.
"Contracted Month" means each full month during the term of the Service measured
from 12:00 a.m. Eastern US time on the first day of the month through 11:59 p.m.
Eastem US time on the last day of the month.
"Downtime" means a period of time during which production system processing for the
Service has stopped and all of MEHC's users are unable to use all aspects of the
Service for which MEHC has appropriate permissions. Downtime does not include the
period of time when the Service is not available as a result of:
o Planned System Downtime.. Force Majeure.. Problems with MEHC or third pafi applications, equipment or data.o MEHC or third party acts or omissions (including anyone gaining access to the
Service by means of MEHC's passwords or equipment).. Failure to adhere to required system configurations and supported platforms for
accessing the Service.o IBM's compliance with any designs, specifications, or instructions provided by
MEHC or a third party on MEHC's behalf.
f. "Event" means a circumstance or set of circumstances taken together, resulting in a
failure to meet a Service Level.
g. "Force Majeure' means acts of God, tenorism, labor action, fire, flood, earthquake, riot,
war, governmental acts, orders or restrictions, viruses, denial of service attacks and
other malicious conduct, utility and network connectivity failures, or any other cause of
Service unavailability that was outside IBM's reasonable control.
h. 'Planned System Downtime" means a scheduled outage of the Service for the purpose
of service maintenance.
MidAmerican Energy Holdings Company -SaaS IPAA TD-20130430
IBM Confidential
a.
b.
c.
d.
e.
Page 18 of27
IBM lnternational Passport Advantage Agreement - Transaction Document
t."Seryice" means the lBM Emptoris service(s) to which this StA applies, associated with
the Sl-A part numbers included in the Transaction Document. This SLA applies to each
Service individually and not in combination.
"Service Level" means the standard set forth below by which IBM measures the level of
service it provides in this SLA.
2. Availability Credits
a. ln order to be eligible to submit a Claim MEHC must have logged a support ticket for
each Event with the IBM customer support help desk for the applicable Service, in
accordance with IBM procedure for reporting Severity 1 support issues. MEHC must
provide all necessary detailed information about the Event and reasonably assist !BM
with the diagnosis and resolution of the Event to the extent required for Severity 1
support tickets. Such ticket must be logged within twenty-four (24) hours of MEHC first
becoming aware that the Event has impacted MEHC's use of the Service.
b. MEHC's Authorized Contact must submit MEHC's Claim for an Availability Credit no
later than three (3) business days after the end of the Contracted Month that is the
subject of the Claim.
c. MEHC's Authorized Contact must provide to IBM all reasonable details regarding the
Claim, including but not limited to, detailed descriptions of all relevant Events and the
Service Level claimed not to have been met.
d. Availability Credits will be based on the duration of the Downtime measured from the
time MEHC reports that MEHC was first impacted by the Downtime. For each valid
Claim, IBM will apply the highest applicable Availability Credit based on the achieved
Service Levelduring each Contracted Month, as shown in the table below. IBM will not
be liable for multiple Availability Credits for the same Event in the same Contracted
Month.
e. For Bundled Services (individual Services packaged and sold together for a single
combined price), the Availability Credit will be calculated based on the single combined
monthly price for the Bundled Service, and not the monthly subscription fee for each
individual Service. MEHC may only submit Claims relating to one individual Service in a
bundle in any Contracted Month, and IBM will not be liable for Availability Credits with
respect to more than one Service in a bundle in any Contracted Month.
t. The totalAvailability Credits awarded with respect to any Contracted Month shall not,
under any circumstance, exceed 10 percent (lOVo) of one twelfth (1tet\ of the annual
. charge paid by MEHC to IBM for the Service.
g. lBM will use its reasonable judgment to validate Claims based on information available
in IBM's records, which will prevail in the event of a conflict with data in your records.
h. THE AVAILABILITY CREDITS PROVIDED TO YOU IN ACCORDANCE WITH THIS
SLA ARE MEHC'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY
CLAIM. lF MEHC HAS MULTIPLE SLAs FOR SERVICES, THEN MEHC lS ONLY
MidAmerican Energy Holdings Company €aaS IPAA TD-20130430
IBM Confidential
j.
Page 19 ol 27
IBM lnternational Passport Advantage Agreement - Transaction Document
ENTITLED TO RECEIVE CREDITS UP TO A CUMULAT]VE MAX]MUM IN ANY
MONTH ACROSS ALL SLAs FOR THESE SERVICES OF 10%. lF PAID ANNUALLY
MEHC tS ENTTTLED rO ONE TWELTH (1lp\ OF THE ANNUAL EQUIVALENT
CHARGE PAID BY MEHC TO IBM FOR THE SERVICES.
3. Service Levels - Availability of Service during a Contracted Month
Availability during a Contracted
Month
Availability Credit
(% of Monthly Subscription Fee for
Contracted Month that is the subject
of a Claim)
<99.0%2o/o
<97.0o/o 5o/o
<95.0olo 10o/o
Availability is calculated as: (a) the total number of minutes in a Contracted Month (minus the
minutes of Planned System Downtime), minus (b) the total number of minutes of non-scheduled
Downtime in a Contracted Month, divided by (c) the total number of minutes in a Contracted
Month (minus the minutes of Planned System Downtime), with the resulting fraction expressed
as a percentage.
Example: 500 minutes total non-scheduled Downtime during Contracted Month
43,200 totalminutes in a 30 day Contracted Month
- 200 minutes of Planned System Downtime
- 500 minutes Downtime
= 42,500 minutes
= 2olo Availability
Credit for
98.8% Achieved
Service Level
43,200 total minutes (-200 minutes of Planned System
Downti me)' 5r:30t"ilff[t:""* Mo nth
4. Exclusions.
This SLA is made available only to MEHC (including any Participating Affiliates). This SLA does
not apply to the following:. Beta and trialServices.
MidAmerican Energy Holdings Company -SaaS IPAA TD-20130430
IBM Confidential Page20 ot27
lBM lnternational Passport Advantage Agreement - Transaction Document
o Claims made by MEHC's users, guests, or participants of the Service (other than
Participati ng Affiliates).
lf MEHC has breached any material obligations under the Terms of Use, Acceptable Use Policy
or the Transaction Document, including without limitation, breach of any payment obligations,
this Sl-A will not apply.
MidAmerican Energy Holdings Company €aaS IPAA TD-20130430
IBM Confidential Page21 ol27
IBM lnternational Passport Advantage Agreement - Transaction Document
Exhibit 3
Additional Terms and Conditions
1) MODIFICATIONS. With respect to this Transaction Document only and notwithstanding
anything to the contrary set forth in the IPM or the ToU, except as set forth in the first
paragraph of the Transaction Document, no modification, alteration or change to the terms of
the IPAA, ToU or this Transaction Document shall be valid and enforceable against a party
unless agreed in a writing executed by the authorized representatives of IBM and MEHC (or in
the case of a modification impacting a particular Participating Affiliate only, a writing executed
by the authorized representatives of IBM and such Participating Affiliate.
2) EXCEPT]ONS TO LIMITATIONS OF LIABILIry lN IPAA. The limitations of liability set
forth in the IPAA shall not apply to the following:
a) payments made under !BM's intellectual property indemnity in section 1.12 (lntellectual
Property Protection) of the IPM;
b) damages for bodily injury (including death), and damage to real property and tangible
personal property for which IBM is legally liable; and
c) damages for the unauthorized disclosure, misuse, or misappropriation of confidential
information by IBM in violation of its confidentiality obligations under this Transaction
Document.
3) PUBLICITY. Neither party shall advertise or publish the fact that Customer has contracted
to purchase work from lBM.
4) DATA SECURITY. Notwithstanding anything to the contrary set forth in the IPAA or the
ToU, IBM agrees that it shall comply with the requirements with respect to security of
Customer data as set forth in Attachment 1 to this Exhibit 3.
5) TERMINATION. Customer may terminate this Transaction Document without cause by
giving IBM not less than 90 days written notice. Upon such termination, Customer agrees to
pay IBM for all charges for Services IBM provides and any products and Materials IBM
delivers through the effective date of termination and reimbursable expenses IBM incurs
through the effective date of termination. ln addition, Customer will pay IBM termination
charges according to the following Termination Fee Schedule:
Termination Fee Schedule
lf Transaction Document is terminated in Year One: $39,114.00
lf Transaction Document is terminated in Year Two: $19,552
lf Transaction Document is terminated after Year Two: No termination charges.
The Termination Fees will be allocated among the Participating Affiliates in such proportions
as are set forth in Exhibit A to this Transaction Document.
IBM lnternational Passport Advantage Agreement - Transaction Document
Should IBM: (a) become insolvent; (b) file a petition under any chapter of the bankruptcy laws
or is the subject of an involuntary petition; (c) make a general assignment for the benefit of its
creditors; or (d) have a receiver appointed; or (e) fail to provide the IBM SaaS in accordance
with this Transaction Document, including the ToU, Customer may terminate the Transaction
Document fotlowing thirty (30) days written notice to IBM and IBM's failure to promptly cure
any default identified by Customer within such thirty (30) day period. Customer will have the
right, in addition to terminating the Transaction Document, to all and other rights or remedies
available at law, under contract and in equity. ln the case of termination or expiration of this
Transaction Document, provisions that by their nature are intended to survive such
termination or expiration shall remain in full force and effect untilfulfilled.
6) COMPLIANCE WITH LAWS. IBM will comply with all applicable laws and regulations and
all applicable executive, judicial and administrative orders that apply to IBM as an information
technology services provider or regulates IBM business. Without limiting the generality of the
foregoing, IBM will, to the extent applicable to lBM as described in the foregoing sentence,
comply with the Foreign Corrupt Practices Act, Executive Order No. 11246, as amended,
Section 503 of the Rehabilitation Act of 1973, the Vietnam Era Veterans' Readjustment
Assistance Act of 1972, as amended, the Veterans' Employment Opportunities Act of 1998, as
amended; Executive Order No. 12432, as amended, if applicable, and 29 C.F.R.471,
Appendix A to Subpart A, if applicable.
7) CONFTDENTTAL INFORMATTON.
Definition of Confidential lnformation. As used in this Transaction Document, the term
"Confidential lnformation" means any nonpublic material or information of the other party,
including but not limited to a party's research, development, products, product plans, services,
Iists, markets, software, developments, inventions, processes, formulas, technologies,
designs, drawings, marketing, finances, or other business information or trade, secrets that
the disclosing party has designated as confidential, or that the receiving party knows or
reasonably should have known was confidential at the time of disclosure. Without limiting the
foregoing, the software and any databases (including any data models, structures, non-
Customer speciflc data and aggregated statistical data contained therein) of IBM shall
constitute Confidential lnformation of lBM, and Customer data (including without limitation all
Customer canier related data, hosted passwords and user identities) shall constitute the
Confidential lnformation of Customer. Notwithstanding the foregoing, IBM's obligations with
respect to IBM's use, protectioh, and security of Content are not governed by this Section 7
(Confidential lnformation), but are as set forth in the TOU and Attachment 1 to Exhibit 3 of this
Transaction Document.
Nonuse and Nondisclosure. The. Parties acknowledge that during the performance of this
Transaction Document, each party will have access to certain of the other party's Confidential
lnformation or Confidential lnformation of third parties that the disclosing party is required to
maintain as confidential. Each party agrees that it will not, directly or indirectly, disclose the
Confidential lnformation of the other party under any circumstances or by any means to any
third person without the prior written consent of the other party. Each party further agrees that
it will restrict access to the Confidential lnformation of the other party to those of its personnel,
agents, andior consultants, if any, who have a need to have access to the Confidential
lnformation to perform the work or other obligations of such party called for by this Transaction
MidAmerican Energy Holdings Company -SaaS IPAA TD-20130430
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IBM lnternational Passport Advantage Agreement - Transaction Document
Document or, in the case of Customer, to use and enjoy the Services as contemplated by this
Transaction Document, and who have been advised of and have agreed in writing to treat
such information in accordance with the terms of this Section 7 (CONFIDENTIALITY) of this
Transaction Document. ln addition, each party agrees that, subject to any rights or licenses
expressly granted in this Transaction Document, such party will: (i) not reproduce the
Confidential lnformation and will hold in confidence and protect the Confidential lnformation
from dissemination to, and use by, any third party; (ii) not create any derivative work from
Confidential lnformation of the other party; and (iii) return or destroy all Confidential
lnformation of the other party in its possession upon termination or expiration of this
Transaction Document.
Exceptions. Notwithstanding the foregoing, the provisions of this Section 7
(CONFIDENTIALIry) shall not apply to Confidential lnformation that: (a) is generally known to
the public at the time disclosed; (b) is or becomes generally known to the public through no
fault of the recipient party; (c) is rightfully communicated to the recipient party by persons not
bound by confidentiality obligations with respect thereto; (d) is already in the recipient party's
possession free of any confidentiality obligations with respect thereto at the time of disclosure;
(e) is independently developed by the recipient party without access to or use of the
Confidential lnformation of the other party; or (f) is approved for release or disclosure by the
disclosing party in advance without restriction. Notwithstanding the foregoing, each party may
disclose Confidential lnformation to the limited extent required (i) in order to comply with the
order of a court or other governmental body, or as othenruise necessary to comply with
applicable law or regulation, provided that the party making the disclosure pursuant to the
order shall first have given written notice to the other party and will provide assistance to the
disclosing party to obtain a protective order; or (ii) to establish a party's rights under this
Transaction Document, including to make such court filings as it may be required to do.
Further, IBM ac*nowledges that Customer, to the extent it is a regulated utility, or any of its
duly authorized representatives, may from time to time discuss and disclose certain matters,
including IBM's pricing and terms for the Services, with state public service commissions or
other regulatory authorities whose involvement or approval results from Customer's status asa regulated utility; provided that such disclosures are required by applicable law or
governmental order or are reasonably necessary to obtain an approval, permit or order from a
regulatory authority and, to the extent permitted by applicable law, Customer provides
reasonable written notice to IBM to permit IBM to obtain a protective order. Customer shall
undertake, in making any such disclosures, to convey to such person the importance of
maintaining confidentiality with respect to the information provided or the matters that are
discussed. IBM hereby consents to such discussions regarding and disclosures of such
information in connection with such regulatory proceedings that are held as a result of
Customer's status as a regulatory utility, subject to compliance with the obligations in this
paragraph.
Protec'tion. Confidential lnformation of the other party will be made available by a party to its
employees only on a "need to knoW' basis and only after notifying such employees of the
confidential nature of the Confidential lnformation and after having obligated them to the
nonuse and nondisclosure obligations of this Section 7 (CONFIDENTIALITY) of this
Transaction Document (or to nonuse and nondisclosure obligations at least as protective of
the Confidential lnformation as those in this Section 7 (CONFIDENTIALIry) of this
Transaction Document). Each party agrees to take all reasonable precautions to protect the
confidentiality of Confidential lnformation of the other party as required by this Section 7
(CONFIDENTIALITY) and, upon written request by the other party, to destroy or return to that
MidAmerican Energy Holdings Company €aaS IPAA TD-20130430
IBM Confidential Page 24 ot 27
IBM lnternational Passport Advantage Agreement - Transaction Document
party any of that party's Confidential lnformation in its possession, including any such
Confidential lnformation contained in any other documents.
Neither this Section 7 (CONFIDENTIALITY) nor any disclosure of Confidential lnformation
made under it grants the receiving party any right or license under any trademark, copyright or
patent now or subsequently owned or controlled by the disclosing party. Subject to each
party's obligations of confidentiality under this Section 7 (CONFIDENTIALIY), the receipt of
Confidential lnformation under this Transaction Document will not in any way limit the
receiving party from: (1) developing, manufacturing, marketing or providing to others products
or services which may be competitive with products or services of the disclosing party; (2)
developing, manufacturing, marketing or providing products or services to others who
compete with the disclosing party; (3) assigning its employees in any way it may choose; or
(4) entering into any business relationship with any other party.
Ownership of Gustomer Data. Customer retains all right, title and interest in and to all of
Customer's Confidential lnformation including Customer data, subject only to the limited right
granted to IBM under this Transaction Document to use such Confidential lnformation as
necessary to provide the Services. IBM retains all right, title and interest in and to all of IBM's
Confidential Information.
8) NOTICES. Any notice by either party to the other shall be delivered to the office of the
designated representative of the other party, or, if deposited in the mail properly stamped with
the required postage and addressed to the office of such representative. The parties'
designated representatives and addresses for purposes of notice shall be as set forth in the
Transaction Document. Either party may change the name or address of the designated
recipient of notices by delivery of a notice of such change as provided for in this Section.
Notwithstanding the foregoing, with regard to the day to day communications related to IBM's
performance of Services (for which notice is not expressly required hereunder), the parties
may communicate by email and other electronic means.
MidAmerican Energy Holdings Gompany -SaaS IPM TD-20130430
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IBM lnternational Passport Advantage Agreement - Transaction Document
1.
Attachment I
to
Exhibit 3
ADDITIONAL TERMS AND CONDITIONS REGARDING
DATA SECURIry
Any information and data provided by Customer to IBM (electronlcally or otherwise)
and used by IBM in the performance of its obligations under this Transaction
Document ("Data') shall remain at alltimes the property of Customer. lt shall be
identified, clearly marked and recorded as such by IBM on all media and in all
documentation. IBM shall not use Data, and shall not permit any subcontractor to use
Data, for any purpose other than the purpose of performing the services set forth in
this Transaction Document.
During the term of the Transaction Document, IBM shall provide Customer with notice
regarding the physical location of all Data. Such notice shall be provided at least
forly-eight hours in advance.
IBM shall implement measures designed to protect Data from any unauthorized
access, comrption, loss, damage, or destruction in accordance with this Attachment 1
to Exhibit 3. IBM shall require its subcontractors to implement substantially similar
measures to secure and protect their respective systems and facilities in accordance
with this Attachment 1 to Exhibit 3. Such measures shall include appropriate
physical, electronic and managerial procedures to safeguard and secure the Data
both in transit and at rest in accordance with this Attachment 1 to Exhibit 3.
IBM shall make Data available to Customer's authorized users at all times as set forth
in the Transaction Document. Upon written request, IBM shall provide Customer with
all applicable keys with respect to encrypted Data for which IBM has responsibility for
encryption under this Transaction Document.
IBM shall report to Customer, within forty-eight hours of discovery, any and all
instances, including potential instances where there is reasonable evidence of
suspicious activity of unauthorized access, corruption or loss, damage or destruction
to the Data occurring on any system maintained by lBM or any subcontractor of IBM
(of any tier). ln each such case, IBM shall investigate such instance and provide
Customer with the results of such investigation along with a remediation plan for
Customer's approval promptly after such investigation. Upon such approval, IBM
shall implement such plan in accordance with a schedule that is agreed upon
between the Customer and the lBM. Such implementation shall be at IBM's sole cost
and expense to the extent such instance resulted from IBM's failure to comply with its
obligations regarding the security of Data. IBM shall provide updates on the
investigation and remediation at a frequency agreed upon after the initial notification
untilthe remediation plan has been fully implemented.
2.
3.
4.
5.
MidAmerican Energy Holdings Company -SaaS IPM TD-20130430
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IBM lnternational Passport Advantage Agreement - Transaction Document
6. IBM agrees to comply (and require its subcontractors, with respect to laws that
regulate such subcontractor's business in the performance of their obligations related
to this Transaction Document, to comply) with applicable laws and regulations with
respect to the protection and security of the Data (as such laws and regulations are
amended from time to time) that are applicable to IBM as an information technology
services provider in the performance of SeMces under this Transaction Document
and at alltimes during the term of this Transaction Document, the data center(s) used
by IBM (or its subcontractors) to provide the Services under this Transaction
Document shall be SSAE 16 Type ll certified. At Customer's written request, IBM
shall provide Customer with evidence of such certification.
7. IBM agrees to provide Customer with such information and access to IBM's premises
(upon giving reasonable notice) as Customer may reasonably require to validate that
IBM is complying with the obligations refened to in this Attachment 1 to Exhibit 3.
Such information and access shall be during normal business hours, conducted in a
manner that minimizes disruption to IBM's business, may not occur more than once
per year, and Customer agrees to comply with IBM's security and confidentiality
requirements and shall not be entitled to any cost information or information related to
other IBM customers.
L ln the event of termination of this Transaction Document IBM shall, when directed to
do so by Customer, (i) erase and instruct all its subcontractors to erase all Data from
the IBM's systems and magnetic data; and /or (ii) transfer all Data from IBM's
systems, and cause its subcontractors to transfer all Data from their respective
systems, to storage media designated by Customer or othenrise directly to
Customer's systems, as determined by Customer.
9. The provisions set forth above apply to all IBM subcontractors as indicated, to the
extent and during such periods as they are in possession of any Data.
10. IBM will follow Customeds reasonable requirements for all remote access to
Customer resources provided to IBM in writing. IBM will maintain accurate records of
employees or subcontractors who will have remote access to Customer resources
and the country of origin of individual remote access. Upon reasonable cause,
Customer reserves the right to deny any individual remote access to Customer's
resources. So long as IBM makes diligent efforts to promptly replace any individual
so removed, IBM shall not be liable for any service level agreements that are not met
as a direct result of such removal.
MidArnerican Energy Holdings Company -SaaS IPAA TD-20130430
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|lIr-.II
-----
rI--/-
I
-
EII
-'
I-IIIIITIlllI-ITI
---
I I
Statemeril of Work JNEN-92YUDS
for
IBM Emptoris Rivermine Telecom Expense Management (TEM) Platform Services
lmplementation
Prepared for
MidAmerican Energy Holdings Company
The information in this Statement of Work may not be disclosed outside of MidAmerican
Energy Holdings Company and may not be duplicated, used or disclosed in whole or in
part for any purpose other than to evaluate the Statement of Work, provided that, if a
contract is awarded to IBM as a result of or in connection with the submission of this
Statement of Work, MidAmerican Energy Holdings Company will have the right to
duplicate, use or disclose the information to the extent provided by the contract. This
restriction does not limit the right of MidAmerican Energy Holdings Company to use
information contained in this Statement of Work if it is obtained from another source
without restriction. IBM retains ownership of this Statement of Work.
Page 1 of34
1. Overview and Approach
lntemational Business Machines Corporation ('lBM"), MidAmerican Energy Holdings
Company ('MEHC") and its affiliates who elect to utilize this Statement of Work (SOW)
and agree to be bound by the terms and conditions, and applicable exhibits and
appendices set forth herein by executing an Affiliate Addendum (as defined below)
(each, a "Participating Affiliate' and each of MEHC and each Participating Affiliate as to
its individual participation hereunder, "you' or "Customef) enter into this SOW as of July
2,2013.
Each MEHC affiliate participating under this SOW shall execute and deliver to IBM a
signed affiliate transaction document in the form of Appendix D ("Affiliate Addendum").
Notwithstanding anything to the contrary set forth herein or in any other agreement
between IBM and MEHC, it is understood and agreed that MEHC and each Participating
Affiliate is solely responsible and liable for its obligations related to the Services (as
defined below) allocated to it. Neither MEHC nor any other MEHC affiliate(s) shall have
any obligation or liability, contractually or otherwise, for payment or other obligation
incurred by or allocable to any other affiliated entity participating hereunder. ln addition,
the obligations of IBM to MEHC and each Participating Affiliate hereunder are several
and not joint.
Upon execution and delivery by the parties of this SOW and each Affiliate Addendum,
IBM shall be deemed to have entered into separate contractual relationships with each
of MEHC and each Participating Affiliate, which shall each be governed by the terms and
conditions set forth herein.
2. IBM Statement of Work
This section describes the work to be provided by IBM (the "Services') to Customer
under the terms and conditions of this SOW. ln addition, your responsibilities are listed.
Changes to this SOW will be processed in accordance with the procedure described in
Appendix A-1: Project Change Control Procedure. The investigation and the
implementation of changes may result in modifications to the Estimated Schedule,
Services Fees, and other terms of this SOW.
The following are incorporated in and made part of this SOW:
o Appendix A: Project Procedures;
r Appendix B: Materials;
o Appendix C: Sample Project Change Request form.
2.1 Project Scope
Under this project, IBM will
o Set Up Modules
. Update/Add New lnvoice and Order ApprovalWorkflows
. lmplement Electronic lnvoice Readers
o Facilitate lnvoice Manual to Electronic lnvoice Conversion
o Develop External System lnterfaces
. Compile and Load lnventory Allocations (lnventory Build)
Page 2 of 34
a
a
Load Allocations on inventory items for the affiliates
Web-Based Training
IBM's fixed fees and estimated schedule for performance of Services are listed in the
"lBM Responsibilities" section below. Deviations that arise during the project will be
managed through the procedure described in Appendix A-1: Project Change Control
Procedure, and may result in adjustments to the project scope, estimated schedule,
Services fees and other terms. These adjustments may include charges on a time-and-
materials or fixed-fee basis using IBM's standard rates in effect from time to time for any
resulting additional work or waiting time as mutually agreed in writing by IBM and MEHC
or between IBM and the applicable Participating Affiliate, as applicable.
Facilities and Hours of Coverage '
IBM will:
a. IBM will perform the work remotely, except for any project-related activity which
IBM determines would be best performed at yourfacility in order to complete its
responsibilities under this SOW. Such activity is included in the Services Fees, as
indicated above, unless performed as part of a change in scope that follows the
Project Change Control Procedure.
b. provide the Services under this SOW during normal business hours, 8:30 AM to
5:15 PM, localtime, Monday through Friday, except holidays. lf necessary, and
subject to IBM's compliance with Customer's on-site access requirements for
unescorted personnel (including personnel risk assessment requirements), you will
provide after-hours access to your facilities to IBM personnel. Subject to the
foregoing requirements with respect to any after-hours access, out-of-town
personnel may work hours other than those defined as normal business hours to
accommodate their travel schedules.
IBM Responsibilities
Under this SOW, IBM will undertake the following activities:
Activitv 1 - Proiect Manaqement
IBM will provide project management for the IBM responsibilities in this SOW. The
purpose of this activity is to provide technical direction and control of IBM project
personnel and to provide a framework for project planning, communications, reporting,
procedural and contractual activity. This activity is composed of the following tasks:
Planning
IBM will:
a. review the SOW and the contractual responsibilities of both parties with your
Project Manager;
b. maintain project communications through your Project Manager;
G. coordinate the establishment of the project environment;
d. establish documentation and procedural standards for deliverable Materials;
2.2
2.3
Page 3 of 34
e. assist your Project Manager to prepare and maintain the project plan for the
performance of this SOW which will include the activities, tasks, assignments,
milestones and estimates; and
f. review with you the hardware required for the performance of this SOW.
Proiect Tracking and Reporting
lBM will:
a. review project tasks, schedules, and resources and make changes or additions, as
appropriate. Measure and evaluate progress against the project plan with your
Project Manage6
b. review the IBM standard invoice format and billing procedure to be used on the
project, with your Project Manager;
c. work with your Project Manager to address and resolve deviations from the project
plan;
d. conduct regularly scheduled project status meetings;
e. report time spent on the project to your Project Manager;
f . administer the Project Change Control Procedure with your Project Manager; and
g. coordinate and manage the technical activities of IBM project personnel.
Completion Criteria:
This is an ongoing activity which will be considered complete at the end of the Services.
Del iverable M aterial s :
. Project Plan
Activitv 2 - Module Set Up
a. lnventory Manaqer
The lnventory Manager Module acts as the central repository of telecommunication
inventory (circuits and equipment) for Customer. The module is designed to work
closely with other IBM modules like Service Order Manager to ensure all completed
order activity is reflected in an up-to-date circuit inventory. ln addition, the lnventory
Engine interfaces with Finance Manager to support invoice processing, allocation, and
audiUreconciliation activity. IBM will setup this module per the scope outlined below:
Location Form
The location form represents an on-line template used to capture, track and manage
physical locations where telecom circuit, services and equipment reside. Relationships
between locations and inventory elements can be built for increased network visibility by
each physical site. IBM will utilize in-place template.
Page 4of34
Note: The location template is already setup. The other affiliates will use the same
location template as PacifiCorp. Affiliates can distinguish their sites by the field
company name, which is already in the location template.
o Site Name o Address Line 1 o Onsite Name. Site Status o Address Line 2 o Onsite Phone
. Site Type . City r Main Number
. Business Hours . State/Province
o Site ID r Postal Code
r Country
Circuit lnventorv Form
Circuit forms represent on-line templates used to capture and validate specific
information required to successfully process and manage telecom orders as well as
maintain circuit inventory. Each circuit form contains data elements specific for that
circuit type in order to provision and manage them effectively. IBM will utilize in-place
template.
Note: The location template is already setup. The other affiliates will use the same
forms as PacifiCorp. lf additional fields need to be added to the current forms, the MEC
system admin willadd the fields (attributes).
Wireline
. ATM PVCo ATM Porto Analog Trunk. Channelized DS1
(r1)
. Channelized DS3
(r3)
. Channeltzed OC12. Channelized OC3. Co-Location
Services. Conference Call. Cross Connect
(LogicaUPhysical)
. DS3 (T3)
o DSL
o Ethernet
. Four Wire Loop
Leg
o Four Wire Analog
o Frame ATM PVC
o Frame Relay PVC
o Frame Relay Port
. GigEo lntemet Connectiono ISDN BRI. ISDN PRI
. Long Distance
o MPLS Port
o OC192
. OC48
. OC12
o OC3
o Other
o Pay Phoneo POTS
o Remote Call
Forwarding
o SIP
r Toll Freeo Voice Circuito Voice Mail
Page 5 of 34
. DDS. DID DOD Block
o DID DOD Station
. DSO
. DS1 (T1)
. MPLS . VSATo Wavelength
(DWDM)
Eouipment Form
Equipment forms represent on-line templates used to capture and validate specific
information required to successfully process and manage equipment inventory as well as
build relationships to circuit inventory. Each equipment form contains data elements
specific for that equipment type.
lBM will setup one base inventory template for Servers only. The template for Routers
and PBX forms were setup for PacifiCorp and will be used by the other affiliates.
Wireline
o Router . PBX . Servers
b. Service Order Manaser
The Service Order Manager module supports the business process of ordering telecom
seruices from order creation to fulfillment. IBM will setup this module per the scope
outlined below:
Order E-mail Form
Order e-mail forms are templates used to generate e-mails to service providers
containing the order information captured during the order process. These forms are for
order placement only and are not applicable to the internal emails that can be generated
for internal order status updates. IBM will utilize in-place form.
Note: There is already a generic order email form in place and PacifiCorp has Email
forms by circuit type.
This base form is not circuit type or service provider specific; however, the forms containall essential information a service provider will require to provision the order
successfully.
Order Milestone Forms
Order milestone forms define the order steps and expected duration that an order must
progress through from order creation to order completion. Each step may require
Page 6 of 34
Customer to enter additional information received from the seMce provider in order to
complete the order and update inventory (e.9. order number, FOC Date, Circuit lD).
Certain milestones will trigger email status updates to a distribution list defined on the
Service Order Detail form (Confirmation Email). These standard milestone forms are
generic by order action and are not seMce provider specific. IBM will utilize in-place
milestones.
Note: MidAmerican Energy, MidAmerican Holdings Company, Northern Natural Gas,
and Kern River will use the same forms and templates already setup for PacifiCorp.
Wireline Order Approval
The wireline order approval workflow defines a conditional path to route orders for
authorization prior to submission to the vendor for fulfillment. The order approval
workflow is engaged between the standard Order Created and Service Ordered
milestones.
IBM will conflgure the wireline order approvalworkflow to support the following Customer
requirements: Up to 3 levels of approval for each affiliate.
c. Finance Manager
Finance Manager is the central engine for processing invoices from invoice receipt
through invoice payment. Overall, it supports invoice entry, invoice approval, auditing,
chargebacUallocation, and bil I payment processes.
lnvoice Templates/Readers
lnvoice Readers are used to load and parse electronic bills received from service
providers into IBM/Rivermine invoice templates for on-screen presentment and
auditing charges. Rivermine will update Financial Manager with pre-configured
settings including vendor specific invoice templates derived from our best practices
during the Project. Out-ofthe-box invoice readers will be implemented to import vendor
invoices received in an electronic format. Paper invoices that cannot be converted to an
electronic bill format can be manually entered into Rivermine using a MSXLS
pre-configured generic tem plate.
PacifiCorp has some customization when invoices are loaded electronically by
IBM/Rivermine. Customization was necessary for invoice line items to match to circuits
successfully. This includes matching invoices to billing circuit lD's if circuit lD's do not
match an invoice, and long distance accounts matching to the local canier's circuit/lines
in the inventory. The additional affiliates will use the same customization for their
accounts.
Unsupported invoice readers can be developed and installed by |BM/Rivermine using
the included Project Change Request Procedure (see Appendix A).
I nvoice Aporoval Workfl ow
The invoice approval workflow defines a conditional path to route invoices for approval
prior to submission to the financial system for payment. The invoice approval workflow
is embedded as part of the entire IBM invoice lifecycle which defines the status of an
invoice from entry to payment.
Page 7 of 34
IBM will modify the existing invoice approval workflow for up to four levels of Customer
approvals for each affiliate. The approvals will be based on dollar value, with the first
level (all invoices) going to the affiliate analyst. Note: PacifiCorp currently has 4
approval levels, 1"t analyst (all invoices), then the rest are based on dotlar value, 2nd
Manager up to $50K, 3d Director up to $250K and VP over $250K. Approval logic will
drive invoice workflow by each invoice's account subtype and total to pay amount.
Customer has the option to define one alternate approver at each approval level for each
affiliate. Customer is responsible for communicating these specific requirements during
the Design phase.
Cost Allocation Forms & Aloorithms
Cost Allocation functionality enables a customer to distribute invoice charges back to
specific General Ledger (GL) strings based on Customer deflned accounting rules.
Through translation of these defined business rules, IBM can systematically allocate
invoices efficiently and effectively with minimal to no manual intervention.
MidAmerican Energy will use the same base settings, approval hierarchies, and
templates as Pacificorp. IBM will configure cost allocation logic to support
account and/or circuit-level allocations. The allocation methodology is the same as
PacifiCorp. IBM will work with Customer to define and configure the required GL
segments for each Participating Affiliate on the appropriate cost allocation forms
(account and/or circuit entities). Customer is responsible for communicating these
specific requirements during the Design phase. Additionally, Customer will be
responsible for providing the accounting strings and percentages, where applicable, in
an agreed upon format during the inventory build process. lBM will upload the agreed
upon data for calculating the allocations on each invoice received.
IBM will perform cleanup of existing allocations and configure new cost allocation strings
to generate allocations according to the options and rule set selected by Customer.
Customer has the option to allocate invoice charges to the:
a. Account: The entire amount of the invoice will be charged to the associated GL
string stored on the invoice's account. lf no accounting string is
present on the account, invoice cannot be approved for payment.
b. Circuit: Each inventory line item will be matched to circuit inventory to identify
which GL string should be used for that specific line item charge. lf no
match is found in inventory, Customer has the option to (1) spread the
line item amount equally or proportionally across all matched line
items or (2) roll up unallocated amounts to an account level
accounting string. lnvoice summary charges can be spread equally
or proportionally across all GL strings billing for that particular invoice.
c. Employee: IBM will configure the HR interface to populate the full GL string
for an employee. Customer will provide all required GL segments
within the HR file OR provide a lookup table for any segments that
cannot be provided at the employee level (e.9.: GL segment 1 = xyz
where circuit type is cellphone). IBM will then propagate 100% cost
allocation for the employee's assigned GL string to all circuits/services
owned by that employee.
Page 8 of 34
lnitial Electronic lnvoice Loadffesting: IBM will load invoices with circuit and sub-line
item detail when the telecom carrier provides such detailwithin their billformat. Any bill
format discrepancies will be researched and resolved by IBM and the telecom canier.
IBM is responsible for ordering future electronic feeds from telecom carriers as new
electronic formats become available. IBM will notify MidAmerican Energy Holdings
Company of the invoice format change. lf IBM has issues with the telecom carriers to
change the billing format, IBM will contact MidAmerican Energy Holdings Company of
the issue. MidAmerican Energy Holdings Companywill contact the telecom canier and
notify them to work with IBM on electronic file fonnaUfeed changes.
IBM is responsible for the reconfiguration of feeds caused by changes made by the
telecom canier supplying the feed provided that the new electronic feed from the carrier
is a standard and supported electronic format.
IBM will load manual invoices for MidAmerican Energy Holdings Company into the
Rivermine system at a minimum at the line item level This is necessary for circuit level
allocations. Majority of the smaller carriers have a twenty (20) day or less due date
term. Thus, IBM wil! load manual invoices into Rivermine within three (3) business days
of receipt.
d. Reporting (Claritv)
Clarity is the default reporting module that leverages data gathered through TEM
automation to enable Customers to make better and faster decisions about their voice,
data, and wireless networks. lt provides a range of capabilities from high-level
dashboards to deep, drill-down analysis to scheduling automatic distribution of reports.
Customer will utilize the same reports as PacifiCorp. IBM will update the custom
Accrual Report to incorporate the new allocation GL segments. The rest of the reports
standard & custom) are already configured for PacifiCorp and will be used by the other
affiliates. The availability of any standard report is dependent on data accuracy and
completeness stored in Customer's inventory and/or provided on a service providefs bill.
Customer has the ability to create ad-hoc reports to meet their specific reporting needs.
e.Application@
Apolication Users
IBM requires a list of users to be populated in the system in order for the users to be
authenticated via the IBM login screen. Note: Users are required to have a 12 character
minimum password. For security reasons, the affiliates will provide IBM their lP's for
accessing IBM/Rivermine. All other lP's won't allow a user to get to the production site.
lf Customer is planning to utilize Single Sign-on (SSO) functionality, this list of users is
still required during implementation so core IBM users can gain access to the
environment prior to the activation of SSO. All users must be associated to at least 1 or
more roles in order for them to access features and functionality of the application.
IBM will provide the standard user template to Customer to populate. Customer will
update user template with all user account information for each user expected to access
the environment. lnformation required includes a username, first name, last name,
email address, phone number, and the list of base roles/privileges for the user.
Page 9 of 34
Sinole Siqn-on (SSO)
Single Sign-on (SSO) enables a customer to authenticate into the Platform Services
without the need to manually sign into the environment. IBM supports Base64
encoded SAML versions 1.0, 1.1 and 2.0 (recommended).
IBM will setup the environment to redirect the end-user to a Customer specified URL
upon logout. Customer is responsible for providing URL for redirection.
Customer has to provide a public key (SSO Certificate) which IBM will installor
Customer can embed the key as part of the SAML response. The NamelD within the
assertion must be an exact match (case sensitive) to the username stored on the user's
IBM profile. Customer has to configure a link on their originating portal that willtake the
user to Platform Services. (Note: lf the IBM Portal is in scope, a separate URL has to be
configured)
Application Roles
IBM has a list of predefined application roles which grant a user ac@ss to specific
modules as well as privileges to take actions against particular entities within the
Platform Services.
Note: These roles are already setup for use. The standard application roles are listed
below.
o IBM Administratoro Customer
Administratoro Billing Analyst. Clarity Usero Contract Analysto Contract
Managero Credit Card
Processor. Default. Finance Managero lnventory
Engineer
. Managed
Service Supporto Order Requestor
o Project Admin
. Provisloning
Manager
o Provisioner
o Read-Only TEM
User
. Self Service
o Service Provider
o Service Provider
Manager
o Service Requestero System
Administratoro Telco lnterface
Administrator. Telecom Manager. User Administratorr Wireless Store
User
Customer will associate a minimum of one role per user during the application user
creation process.
Completion Criteria:
This activity will be considered complete when all work has been completed, moved into
Customer's TEM production Platform and complies with the descriptions functional
Page 10 of 34
requirements and specifications above. Within ten (10) business days from receipt,
Customer may reject acceptance of above functionalities by giving IBM written notice
that states in reasonable detail its requested revisions. IBM will make revisions and/or
re-perform any work necessary to make the functionalities conform to the requirements
set forth in this SOW.
Deliverable Materials:
o Updated Configuration Design Document
o User Manuals for Purchased Modules
Activitv 3: External Svstem lnterfaces
IBM will develop external system interfaces with Customer's systems to transmit
information detail to and from the configured environment. The definition of the file
layout, transmission method and transmission frequency will be defined during the
Design phase.
IBM will setup the following interfaces:
Combined
AP/GL
!Bru/
Customers'
Financial
System
Update the existing interface for
new divisions. This will be two
separate feeds/interfaces. One to
PacifiCorp SAP (already setup)
and one to MidAmerican Energy
Oracle.
Payment
Reconciliation
Customers'
Financial
System /
IBM
Batch
Transmits payment detail from
Financial lnstitution to IBM's
Financial Management (e.9.
payment number, payment date,
payment amount).
Customer must conform to
standard IBM lnbound AP file
layout. This will be two separate
feeds/interfaces. One from
PacifiCorp SAP (already setup)
and one from MidAmerican Energy
Oracle.
Customer's
HR System/
tBM
Customer must conform to
standard IBM lnbound AP file
layout. Transmits employee detail
from Customer's HR System to
IBM (e.9. employee number,
employee name, employee status,
Page 11 of34
by lBM
Completion Criteria:
This activity will be considered complete when allwork has been completed, moved
into Customer's TEM production Platform and complies with the descriptions functional
requirements and specifications above. Within ten (10) business days from receipt,
Customer may reject acceptance of above functionalities by giving IBM written notice
that states in reasonable detail its requested revisions. IBM will make revisions and/or
re-perform any work necessary to make the functionalities conform to the
requirements set forth in this SOW.
Deliverable Materials:o Updated Configuration Design Document
Activitv 4 - lnventorv Build
IBM will, with assistance from Customer, compile and load circuit inventory into the
Platform Services.
Wireline lnventorv Build
1) Customer has the option to utilize their existing inventory data sources to
enhance the inventory generated by lBM. For each circuit record, Customer
can populate additional data attributes on the XLS template (i.e. Location,
service type, GL coding) as required.a. Customer will populate general ledger/cost center information if circuit level
allocations are a requirement.
b. Customer cannot change the format of the XLS file
c. Customer cannot change any pre-populated data provided on the template
2) IBM will reload the revised XLS templates provided by Customer.
Completion Criteria:
This activity will be considered complete when allwork has been completed, moved into
Custome/s TEM production Platform and complies with the descriptions functional
requirements and specifications above. Within ten (10) business days from receipt,
Customer may reject acceptance of above functionalities by giving IBM written notice
that states in reasonable detail its requested revisions. As mutually agreed upon by the
parties, IBM will make revisions and/or re-perfonn any work necessary to make the
functionalities conform to the requirements set forth in this SOW.
Deliverable Materials:r Updated Configuration Design Document
Activity 5 - Web Based Training
!BM will provide access to six (6) standard web-based training sessions during the
Project.
Each session is approximately 90 minutes in length and includes the following content:
Page 12of 34
. General Environment Overview and Navigation Basics
. Order and Inventory Management Basics
. lnvoice Management Basics
. Advanced Finaricial Management (Audits, Disputes, Contracts)
. Reporting Basics
. Wireless Portal Order Management & Reporting
Completion Criteria:
This activity will be considered complete at the end of the Services.
Deliverable Materials:o User Manuals
2.4 Your Responsibilities
The completion of the proposed scope of work depends on the full commitment and
participation of your management and personnel. The responsibilities listed in this
section are in addition to those responsibilities specified elsewhere in this SOW, and are
to be provided at no charge to lBM. Delays in performance of these responsibilities that
have a material impact on IBM's ability to perform Services may result in additional cost
and/or delay of the completion of the project, and will be handled in accordance with
Appendix A-1: Project Change Control Procedure.
2.4.1 Your Projec"t Manager
Prior to the start of this project, you will designate a person called your Project Manager
who will be the focal point for IBM communications relative to this project and will have
the authority to act on behalf of you in all matters regarding this project.
Your Project Manage/s responsibilities include the following:
a. manage your personnel and responsibilities for this project;
b. serve as the interface between IBM and all your departments participating in the
project;
administer the Project Change Control Procedure with the IBM Project Manager;
participate in project status meetings;
obtain and provide information, data, and decisions within three working days of
IBM's request unless you and IBM agree in writing to a dffierent response time;
resolve deviations from the estimated schedule, which may be caused by you;
help resolve project issues and escalate issues within your organization, as
necessary;
review with the IBM Project Manager any of your invoice or billing requirements,
Such requirements that deviate from IBM's standard invoice format or billing
procedures may have an effect on price, and will be managed through the Project
Change Control Procedure in Appendix A-1; and
create, with IBM's assistance, the project plan for the performance of this SOW
which will include the activities, tasks, assignments, milestones and estimates.
c.
d.
e.
f.
g.
h.
Page 13 of 34
2.4.2 Your Other Responsibilities
You will:
2.7
j.if making available any facilities, software, hardware or other resources, obtain any
licenses or approvals related to these resources that may be necessary for IBM
and its subcontractors to perform the Services. IBM will be relieved of its
obligations that are adversely affected by your failure to promptly obtain such
licenses or approvals. You agree to reimburse IBM for any reasonable costs and
other amounts, including costs of litigation and settlements, that !BM may incur
from your failure to obtain these licenses or approvals;
be responsible for the identification of, interpretation of, and compliance with, any
applicable laws, regulations, and statutes that affect your existing systems,
applications, programs, or data to which IBM will have access during the Services,
including applicable data privacy, export, import laws and regulations, and product
safety and regulatory compliance for non-lBM products including those
recommended by lBM. You are solely responsible for obtaining advice of
competent legal counsel as to the identification and interpretation of any relevant
laws, rules and regulations that may affect your business and any actions you may
need to take to comply with such laws. IBM makes no representations or
warranties with respect to product safety or regulatory compliance of non-lBM
products;
Deliverable Materials
IBM will provide you with the tangible items listed in Appendix B, if any, which will be
provided as Type ll Materials.
Completion Griteria
IBM will have fulfilled its obligations under this SOW when one of the following first
occurs:
a. IBM accomplishes the activities set forth in the "lBM Responsibilities" section and
delivers to you the Materials listed, if any; or
b. You or IBM terminates the project in accordance with the provisions of this SOW.
Schedule
Subject to schedule extensions resulting from the Project Change Control Procedure,
the Services will be provided after mutual execution of this SOW and, subject to
extension for delays to the extent arising from circumstances that are beyond IBM's
reasonable control, not IBM's responsibility under this SOW, or otherwise not caused by
IBM (e.9., delays to the extent attributable to MEHC or a Participating Affiliate or a
carrier), shall be completed by the date that occurs 120 calendar days following the
execution of this SOW by both IBM and MEHC and the execution of an Affiliate
Addendum by each of the Participating Affiliates ('End Date"), or on another date as is
mutually agreed in writing between IBM and MEHC or as determined pursuant to the
project change request procedure.
Proiect Schedule
IBM suggests deploying core TEM software functionality in one phase estimated to
take approximately 4 months as outlined in the GANTT chart below. Schedule is
dependent on Custome/s ability to complete the following in a timely manner: (1)
2.5
2.6
Page 14of34
Provide interface requirements, (2) Compile inventory into Rivermine templates and
upload data, and (3) Execute user acceptance test activities.
Montt 1 Month 2 Month 3 Mont} 4 Month 5
2.8 Services Fees
The Services will be conducted on a fixed price basis. The fixed price fees for
performing the Services defined in the SOW will be $30,837.25 to be invoiced to the
Participating Affiliates as provided in the table below ("Services Fees"). This fixed price
is inclusive of any travel and living expenses and other reasonable expenses incurred in
connection with the Services. All charges are exclusive of any applicable taxes.
Participating
Affiliate
Address Amount
7013340
MidAmerican Energy
4299 NW Urbandale Drive
Urbandale. lA 50322 $15.360.40
7517957
Northern NaturalGas
11 11 S. 103d Street .
Omaha. NE 68124 $10.541.72
3233535
MidAmerican Energy Holdings
CompanyCustomer
4299 NW Urbandale Drive
Urbandale. lA 50322 $1.392.32
7404664
Kem River Gas Transmission
2755 East Cottonwood Parkway
Ste.300
Salt Lake Citv, UT 84121 $3,542.81
IBM will invoice Customer the foregoing amounts, plus applicable taxes, on or after the
first date on which all of the Participating Affiliates successfully "go-live." Pricing terms
with respect to any additional fees resulting from the project change control procedure
shall be documented in a project change request signed by IBM and MEHC.
I
I sor*"r" DeploymentE
Page 15 of 34
2.9
Payment of undisputed amounts is due upon receipt of invoice, payable within 30 days.
Payment may be made electronically to an account specified by IBM or by other means
agreed to by the parties. ln the event of late payment, IBM reserves the right to suspend
the provision of Services and to charge interest on amounts overdue.
lf any authority imposes a duty, tax, levy, or fee, excluding those based on IBM's net
income, on the Services, then Customer agrees to pay that amount as specified in an
invoice, unless Customer supplies exemption documentation. Additional taxes and tax-
related charges may apply if IBM personnel are required to perform Services outside
their normal tax jurisdiction. As practical, IBM will work to mitigate such additional tax
and tax-related charges and will inform Customer in advance if these additional charges
apply and are payable by Customer.
Additional Terms and Conditions
"Enterprise' means any legalentity (such as a corporation) and the subsidiaries it owns
by more than 50 percent. Unless otherwise agreed in writing, the term "Enterprise'
applies only to the portion of the Enterprise located in the United States.
2.9.1 Materials
'Materials' are literary works or other works of authorship (such as software programs
and code, documentation, reports, and similar works) that IBM may deliver to Customer
as part of a Service. The term 'Materials' does not include licensed programs and other
items available under their own license terms or agreements. IBM will identify Materials
that IBM will provide to Customer and such Materials will be identified in this SOW as
"Type I Materials,' "Type ll Materials," or otherwise as both parties agree. lf not
specified, Materials will be considered Type ll Materials.
2.9.2 Rights in Materials
Customer will own the copyright in Materials created as part of the Services that are
identified as "Type I Materials," and they will each constitute a "work made for hire" to
the extent permissible under U.S. copyright law. lf any such Type I Materials are not
works made for hire under applicable law, IBM assigns the ownership of copyrights in
such Materials to Customer.
Customer grants IBM an irrevocable, nonexclusive, worldwide, paid-up license to use,
execute, reproduce, display, perform, sublicense, distribute, and prepare derivative
works based on, Type I Materials; provided that IBM will remove any and allof
Customer's confidential, proprietary or other identifying information linking such
Materials to Customer prior to any external use of such Materials.
IBM or its suppliers will own the copyright in Materials created as part of the Services
that are identified as "Type ll Materials." IBM grants Customer an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform,
and distribute (within Customer's Enterprise only), copies of Type ll Materials.
IBM or its suppliers retains ownership of the copyright in any of IBM's or its suppliers'
works that pre-exist or were developed outside of this SOW and any modifications or
enhancements of such works that may be made under this SOW. To the extent such
works are embedded in any Materials, such works are licensed in accordance with their
separate license provided to Customer, if any, or othenrise as Type ll Materials.
Notwithstanding anything else to the contrary, but without waiver of a party's patent
rights, each party is free to use in its business activities the ideas, concepts, and know-
Page 16 of 34
3.
how that are developed or provided by either party (orally or in writing) in the
performance of the Services.
Each party grants only the licenses and rights specified in this SOW. No other licenses
or rights (including licenses or rights under patents) are granted either directly, by
implication, or otherwise.
Each party agrees to reproduce the copyright notice and any other legend of ownership
on any copies made under the licenses granted in this section.
2.9.3 Warranty
IBM warrants that it witl perform the Services in a professional and workmanlike manner
and in accordance with the cunent description (including any completion criteria)
contained in this SOW. ln the event of IBM's failure to perform the Services in
accordance with the foregoing wananty, IBM shall re-perform the Services in
conformance with the terms of this SOW.
THIS WARRANTY IS CUSTOMER'S EXCLUSIVE WARRANW AND REPLACES ALL
OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY
WARRANTY OF NON.INFRI NGEM ENT.
IBM does not warrant unintenupted or error-free operation of any Material or Service or
that IBM will conect all defects. Notwithstanding, the foregoing disclaimer does not
negate IBM's express warranty obligations under this SOW. Unless otherwise specified
in this SOW, (i) Services do not include provision of any update, revisions or error
correction for Materials, and (ii) IBM provides Materials, non-lBM products and non-lBM
services WITHOUTWARMNTIES OF ANY KIND. However, non-lBM manufacturers,
developers, suppliers, or publishers may provide their own warranties to Customer.
Notwithstanding the foregoing, to the extent IBM subcontracts any of the Services
hereunder, clause (ii) does not relieve IBM of primary responsibility for the Services or
negate IBM's express warranty obligations under this SOW.
I ntel lectual Property Protection
3.1 Third Party Glaims
lf a third party asserts a claim against Customer that a Material that lBM provides to
Customer under this SOW infringes that party's patent or copyright, IBM will defend
Customer against that claim at IBM's expense and pay all costs, damages, and
attorney's fees that a court finally awards against Customer or that are included in a
settlement approved by lBM, provided that Customer:
a. promptly notifies lBM in writing of the claim;
b. allows IBM to control, and cooperates with IBM in, the defense and any related
settlement negotiations; and
c. is and remains in compliance with the Material's applicable license terms and
Customer's obligations under section 2.9.2 (Rights in Materials) above.
3.2 Remedies
lf such a claim is made or appears likely to be made, Customer agrees to permit lBM, in
IBM's discretion, to enable Customer to continue to use the Material, or to modify it, or
replace it with one that is at least functionally equivalent. lf none of these alternatives is
commercially reasonably available, then on IBM's written request, Customer agrees to
Page 17 of 34
4.
promptly retum the Material to lBM and discontinue use, IBM willthen give Customer a
credit equal to the amount Customer paid lBM for the creation of the Material.
3.3 Claims for Which IBM is Not Responsible
IBM has no obligation regarding any claim based on any of the following:
d. anything provided by Customer or a third party on Customer's behalf that is
incorporated into a Material or IBM's compliance with any designs, speciflcations,
or instructions provided by Customer or a third party on Custome/s behalf;
e. a Material's use other than in accordance with its applicable licenses and
restrictions;
f . any modification of a Material made by Customer or by a third party on Customer's
behalf or the combination, operation, or use of a Material with any product,
hardware device, program, data, apparatus, method, or process; or
g. the distribution, operation or use of the Material outside Custome/s Enterprise.
This lntellectual Property Protec'tion section states IBM's entire obligation and
Customeis exclusive remedy regarding any third party intellectual property claims.
Limitation of Liability
4.1 ltems forWhich IBM May be Liable
Circumstances may arise where, because of a default on !BM's part or other liability,
Customer is entitled to recover damages from lBM. Regardless of the basis on which
Customer is entitled to claim damages from IBM (including fundamental breach,
negligence, misrepresentation, or other contract or tort claim), IBM's entire liability for all
claims in the aggregate arising from or related to each Service or otherwise arising
under this SOW will not exceed the amount of any actual direct damages up to the
greater of $100,000 or the charges for the Service that is the subject of the claim.
This limit also applies to any of IBM's subcontractors and its program developers. lt is
the maximum for which IBM and its subcontractors are collectively responsible. The
following amounts are not subject to a cap on the amount of damages (including the
limitations on liability set forth in this Section 4):
a. payments referred to in Section 3 (lntellectual Property Protection) above and in
Section 1 1 (lndemnification) below;
b. damages for bodily injury (including death), and damage to real property and
tangible personal property for which IBM is legally liable; and
c. damages for the unauthorized disclosure, misuse, or misappropriation of
confidential information by IBM in violation of its confidentiality obligations under
this SOW.
4.2 ltems for Which IBM is Not Liable
Subject to the exceptions set forth above, except as expressly required by law without
the possibility of contractual waiver, under no circumstances is lBM, its program
developers or its subcontractors liable for any of the following even if informed of their
possibility:
d. loss of, or damage to, data;
e. special, incidental, exemplary, or indirect damages or for any economic
consequential damages; or
f. lost profits, business, revenue, goodwill, or anticipated savings.
Page 18 of 34
a-
b.
Personnel and Processes
5.1 Assignment of Personnel
Each party will assign personnel that are qualified to perform the tasks required of such
party under this SOW and will be responsible for the supervision, direction, and control
of its personnel. Subject to the foregoing, each pafi may determine the assignment of
its personnel and its contractors. The parties agree that personnel of one party assigned
in connection with this SOW will not be considered employees, agents or
representatives of the other party. Each party is solely responsible for the compensation
and benefits provided to its employees, and for its compliance with all laws and
regulations governing the employment of its respective employees, including laws
governing wages and benefits, discrimination and harassment, employment contracts
(whether express or implied, or written or oral), labor practices, workers' compensation,
disability, and unemployment insurance.
5.2 Subcontrac{ors
IBM may engage subcontractors to provide or assist in providing the Services, in which
case IBM remains responsible for the fulfillment of its obligations under this SOW and for
the performance of the Services.
Resources and Databases
6.1 Gustomer Provided Resources
As reasonably required by IBM to fulfill its obligations under this SOW, Customer agrees
to:
provide IBM with sufficient and safe access to Customer's facilities, systems,
information, personnel and resources; and
prior to Customer making facilities, software, hardware, networks or other similar
resources available to lBM, obtain any licenses or approvals for IBM or its
subcontractors to use, access, and modifu such resources.
lBM is not responsible for any delay in performing or failure to perform Services caused
by Customefs failure to i) timely provide such access, ii) promptly obtain such licenses
or approvals, or iii) perform Custome/s other responsibilities under this SOW.
6.2 Data and Databases
Except as otherwise agreed to in this SOW, Customer is responsible for (i) any data and
the content of any database Customer makes available to IBM in connection with this
SOW (ii) the selection and implementation of procedures and controls regarding access,
security, encryption, use and transmission of data, and (iii) backup and recovery of the
database and any stored data.
6.3 IBM Business Partners
!BM has signed agreements with certain organizations (called "lBM Business Partners")
to promote, market, and support certain products and services. Customer may order
IBM Services that are promoted or marketed to Customer by IBM Business Partners or
other suppliers, however, such Business Partners and suppliers remain independent and
separate from lBM. IBM is not responsible for the actions or statements of IBM
Business Partners or other suppliers, and, any obligations either has to Customer, or
any products or services they supply to Customer under their agreements.
Page {9 of 34
6.4 Notices and Communications
Any notice by either party to the other shall be delivered to the office of the designated
representative of the other party, or, if deposited in the mail properly stamped with the
required postage and addressed to the office of such representative. The parties'
designated representatives and addresses for purposes of notice shall be as set forth in
this SOW or as otherwise designated by a party in writing. Either party may change the
name or address of the designated recipient of notices by delivery of a notice of such
change as provided for in this Section. Notwithstanding the foregoing, with regard to the
to the day to day communications related to IBM's performance of Services (for which
notice is not expressly required hereunder), the parties may communicate by email and
other electronic means.
6.5 Assignment and Resale
Neither party may assign this SOW, in whole or in part, without the prior written consent
of the other. Any attempt to assign without consent is void. The assignment of this
SOW, in whole or in part, within the Enterprise of which either party is a part or to a
successor organization by merger or acquisition does not require the consent of the
other. IBM is also permitted to assign its rights to payments without obtaining
Customer's consent. lt is not considered an assignment for IBM to divest a portion of its
business in a manner that similarly affects all of its customers.
Customer agrees not to resell any Service without IBM's prior written consent and any
attempt to do so is void.
6.6 Compliance with Laws
IBM will comply with all applicable laws and regulations and all applicable executive,
judicial and administrative orders that apply to IBM as an information technology
services provider or regulates IBM's business. Without limiting the generality of the
foregoing, IBM will, to the extent applicable to IBM as described in the foregoing
sentence, comply with the Foreign Gonupt Practices Act, Executive Order No. 1'1246, as
amended, with Section 503 of the Rehabilitation Act of 1973, the Vietnam Era Veterans'
Readjustment Assistance Act of 1972, as amended, and the Veterans' Employment
Opportunities Act of 1998, as amended, with Executive Order No. 12432, as amended,
and with 29 C.F.R. 471, Appendix A to Subpart A.
Unless otherwise expressly agreed in this SOW, IBM is not performing Customer's
regulatory or management obligations and is not responsible for determining the
requirements of laws applicable to Customer's business, including those relating to
Services that Customer acquires under this SOW, or that IBM's provision of or
Customefs receipt of particular Services under this SOW meets the requirements of
such laws. Notwithstanding anything in this SOW to the contrary, neither party is
obligated to take any action that would violate law applicable to that party.
Each party will comply with applicable import and export control laws and regulations,
including those of the United States that prohibit or limit export for certain uses or to
certain end users.
6.7 Dispute Resolution
Each partywill allow the other a reasonable opportunity to comply before it claims that
the other has not met its obligations under this SOW. The parties will aftempt in good
faith to resolve all disputes, disagreements or claims relating to this SOW and shall
follow the procedures set forth in Appendix A.
Page 20 of 34
7.
6.8 Force Maieure Events
Neither party is responsible for failure to fulfill any non-monetary obligations due to
events beyond its control ("Force Majeure Events"). Delays in delivery or in meeting
completion dates due to Force Majeure Events willautomatically result in extension of
completion dates for a reasonable period of time to account for the delay that is
athibutable to such Force Majeure Events.
Other Principles of Our Relationship
Neither party grants the other the right to use its (or any of its Enterprise's) trademarks,
trade names, or other designations in any promotion, publication, or Web site without
prior written consent.
This SOW and any Services Transaction under it do not create an agency, joint venture,
or partnership between Customer and lBM. Each party is free to enter into similar
agreements with others to develop, acquire or provide competitive services and
deliverables.
Customer authorizes lnternational Business Machines Corporation and its subsidiaries
(and their successors and assigns, contractors and IBM Business Partners) to store and
use Customer's business contact information wherever they do business, solely in
connection with IBM products and services or in furtherance of IBM's business
relationship with Customer.
No right or cause of action for any third party is created by this SOW, nor is IBM
responsible for any third party claims against Customer except as described in the
lntellectual Property Protection section above or as permitted by the Limitation of
Liability section above for bodily injury (including death) or damage to real or tangible
personal property for which IBM is legally liable to that third party.
Where approval, acceptance, consent or similar action by either party is required under
this SOW, such action will not be unreasonably delayed or withheld.
Governing Law
The rights, duties, and obligations of each party are valid only in the United States of
America except that all licenses are valid as specifically granted.
Both parties agree to the application of the laws of the State of New York to govern,
interpret, and enforce all of Customer's and IBM's respective rights, duties, and
obligations arising from, or relating in any manner to, the subject mafter of this SOW,
without regard to conflict of law principles. TO THE FULLEST EXTENT PERMITTED
BY I-AW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLYARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS SOW. EACH PARTY FURTHER
WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL
HAS BEEN WAIVED WITH ANY OTHER ACTION ]N WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED.
Nothing in this SOW affects any statutory rights of consumers that cannot be waived or
limited by contract.
lf any provision of this SOW is held to be invalid or unenforceable, but would be valid
and enforceable if appropriately modified, then such provision will apply with the
modification necessary to make it valid and enforceable consistent with its objective. ln
any case, the remaining provisions of this SOW remain in full force and effect.
8.
Page 21 of 34
9.Modifications
No modification, alteration or change to the terms of this SOW shall be valid and
enforceable against a party unless agreed in a writing executed by the authorized
representatives of IBM and MEHC (or in the case of a modification impacting a particular
Participating Affiliate only, a writing executed by the authorized representatives of IBM
and such Participating Affiliate).
lnsurance
IBM shall, prior to commencing work, have secured and continuously carry with insurers
having an A.M. Best lnsurance Reports rating of A-:Vll or better, except with respect to
IBM's Global Property lnsurance (lBM uses a Captive lnsurance Gompany, which is not
rated, however, the insurance companies that reinsure IBM's Captive lnsurance
Company have an AM Best Rating of A- or better and Solvency of Vll), the following
minimum coverages and limits as set forth below: (i) Workers' Compensation - statutory
limits; (ii) Employers' Liability - IBM shall maintain employers' liability insurance with a
minimum single limit of $500,000 each accident, $500,000 disease each employee, and
$500,000 disease policy limit; (iii) Commercial General Liability - IBM shall maintain
commercial general liability insurance, written on an occunence basis, with limits not
less than $1,000,000 per occurence/$2,000,000 general aggregate for bodily injury and
property damage and shall include the following coverages: (a) Premises and operations
coverage; (b)contractual liability; (c) Product liability; and (d) property damage liability;
(iv) Business Automobile Liability - IBM shall maintain business automobile liability
insurance, with a minimum single limit of $1,000,000 each accident for bodily injury and
property damage, with respect to IBM's vehicles whether owned or non-owned; (v)
Excess Liability - IBM shall maintain excess liability insurance with a minimum limit of
$1,000,000 each occurrence/aggregate on a following form basis to be excess of the
insurance coverage and limits required in employers' liability insurance, commercial
general liability insurance and business automobile liability insurance above; and (vi)
Professional Enors and Omissions (E&O) - !BM shall maintain professional enors and
omissions insurance covering damages arising out of negligent acts, erors, or
omissions committed by IBM in the performance of this SOW, with a liability limit of not
less than $1,000,000 each claim. The Commercial General Liability and Automobile
Liability policies required herein shal! include provisions or endorsements naming
Customer, its majority owned or management controlled parent, affiliates, subsidiary
companies, or joint-ventures as additional insureds. To the extent of IBM's negligent acts
or omissions and only with respect to liability arising out of this SOW, the commercial
general liability and business automobile liability policies required by this SOW shall be
primary insurance with respect to the interests of Customer and not contributory and IBM
waives its right to subrogation under such policies and the insurer will have no right of
recovery or subrogation against Customer, its majority owned or management controlled
parent parent, affiliates, subsidiary companies, or co-venturers under such polcieis. IBM
will continue its insurance coverages for the term of this SOW as long as such coverage
remains commercially available in the market place. Should any of the above described
policies be cancelled before the expiration date thereof, notice will be delivered in
accordance with the policy provisions. A certificate of insurance shall be furnished to
Customer confirming the issuance of such insurance prior to commencement of work.
lndemnification
IBM specifically and expressly agrees to indemnify, defend, and hold harmless
Customer and its officers, directors, and employees (hereinafter collectively
10.
11.
Page 22of 34
"lndemnitees") against and from any and all claims, demands, suits, losses, costs and
damages of every kind and description, including attorneys'fees and/or litigation
expenses, in each case, that are finally awarded by a court or included in a settlement
approved by lBM, and are brought or made against any of the lndemnitees to the
proportionate extent resulting from or arising out of the negligent acts or omissions or
willfu! misconduct of IBM or its employees (collectively, "Representatives') with respect
to (i) loss of or damage to any real or tangible personal property of Customer, (ii) bodily
injury to or death of any person(s), (iii) wokers' compensation, unemployment
compensation, or similar such laws or obligations applicable to employees of IBM; and
(iv) IBM's subcontractors of any tier claiming rights under this SOW; provided that the
lndemnitees promptly notify IBM in writing of the claim; and allow IBM to control, and
cooperate with IBM in, the defense and any related settlement negotiations. IBM's
indemnity obligations owing to lndemnitees under this Section are not limited or
increased by any applicable insurance coverage identified in Section 10 of this SOW.
12. Site Regulations; Personnel Risk Assessments
IBM shall make itself aware of and adhere to all on-site Customer work site regulations
made available to IBM with respect to any IBM employees performing Services at a
Customer work site. ln the event the scope of work is altered to include the performance
of Services at Custome/s work site, IBM shall comply with Customer's background
check requirements, drug testing requirements or other access requirements that are
applicable to such on-site IBM personnel; provided that IBM's reasonable costs shall be
reimbursed by Customer. Upon Customer's request, lBM promptly shall provide
certifications of authorized representatives of lBM, certifying as to IBM's compliance with
such requirements with respect to any such personnel assigned to perform on-site wok,
in such form as may be reasonably requested by Customer.
13. Publicity
Neither party shall advertise or publish the fact that Customer has contracted to
purchase work from lBM.
14, Data Security
IBM agrees that it shall comply with the requirements with respect to security of
Customer data as set forth in Appendix E.
15. Audit
IBM shall keep accurate and complete accounting records related to the Services Fees,
charges, and expenses under this SOW in accordance with generally accepted
accounting principles. Customer, or its audit representatives, shall have the right upon
prior reasonable notice to examine, audit, and copy the records, vouchers, and other
financial documents required to validate the Services Fees, charges or expenses under
this SOW. Such documents shall be available for examination, audit and reproduction for
three (3) years after completion or termination of this SOW. Such examination or audit
may not occur more than once per year and Customer and its audit representatives
agree to comply with IBM's security and confidentiality requirements and shall not be
entitled to any cost information or information related to other IBM customers.
16. Termination
Customer may terminate this SOW by giving IBM not less than 30 days written notice.
Should IBM: (a) become insolvent; (b) file a petition under any chapter of the bankruptcy
laws or is the subject of an involuntary petition; (c) make a general assignment for the
Page 23 of 34
17.
benefit of its creditors; or (d) have a receiver appointed, Customer may terminate this
SOW following thirty (30) days written notice to IBM and IBM's failure to promptly cure
any such default. Customer will have the right, in addition to terminating this SOW, to all
and other rights or remedies available at law, under contract and in equity.
Either party may terminate this SOW if the other party materially breaches this SOW and
fails to cure such breach within thirty (30) days after receiving written notice of such
breach from the non-breaching party.
Upon termination of this SOW, Customer agrees to pay IBM for all charges for Services
IBM provides that conform to the requirements of this SOW and any products and
Materials conforming to the requirements of this SOW that IBM delivers through the
effective date of termination and reimbursable expenses IBM incurs through the effective
date of termination.
ln the case of termination or expiration of this SOW, provisions that by their nature are
intended to survive such termination or expiration shall remain in full force and effect
untilfulfilled
Confidential Information
Definition of Gonfidential lnformation. As used in this SOW, the term 'Confidential
lnformation" means any nonpublic material or information of the other party, including
but not limited to a party's research, development, products, product plans, services,
lists, markets, software, developments, inventions, processes, formulas, technologies,
designs, drawings, madceting, finances, or other business information or trade, secrets
that the disclosing party has designated as confidential, or that the receiving party knows
or reasonably should have known was confidential at the time of disclosure. Without
limiting the foregoing, the software and any databases (including any data models,
structures, non-Customer specific data and aggregated statistical data contained
therein) of IBM shall constitute Confidential lnformation of lBM, and Customer data
(including without limitation all Customer carrier related data, hosted passwords and
user identities) shall constitute the Confidential lnformation of Customer.
Nonuse and Nondisclosure. The. Parties acknowledge that during the performance of
this SOW, each party will have access to certain of the other party's Confidential
lnformation or Confidential lnformation of third parties that the disclosing party is
required to maintain as confidential. Each party agrees that it will not, directly or
indirectly, disclose the Confidential lnformation of the other party under any
circumstiances or by any means to any third person without the prior written consent of
the other party. Each party further agrees that it will restrict access to the Confidential
lnformation of the other party to those of its personnel, agents, and/or consultants, if any,
who have a need to have access to the Confidential lnformation to perform the work or
other obligations of such party called for by this SOW or, in the case of Customer, to use
and enjoy the Services as contemplated by this SOW, and who have been advised of
and have agreed in writing to treat such information in accordance with the terms of this
Section 17 (CONFIDENTIALIry) of this SOW. ln addition, each party agrees that,
subject to any rights or licenses expressly granted in this SOW, such party will: (i) not
reproduce the Confidential lnformation and will hold in confidence and protect the
Confidential lnformation from dissemination to, and use by, any third party; (ii) not create
any derivative work from Confidential lnformation of the other party; and (iii) return or
Page 24 ol 34
destroy all Confidential lnformation of the other party in its possession upon termination
or expiration of this SOW.
Exceptions. Notwithstanding the foregoing, the provisions of this Section 17
(CONFIDENTIALITY) shall not apply to Confidential lnformation that (a) is generally
known to the public at the time disclosed; (b) is or becomes generally known to the
public through no fault of the recipient party; (c) is rightfully communicated to the
recipient party by persons not bound by confidentiality obligations with respect thereto;
(d) is already in the recipient party's possession free of any confidentiality obligations
with respect thereto at the time of disctosure; (e) is independently developed by the
recipient party without access to or use of the Confidential lnformation of the other party;
or (f) is approved for release or disclosure by the disclosing party in advance without
restriction. Notwithstanding the foregoing, each party may disclose Confidential
lnformation to the limited extent required (i) in order to comply with the order of a court or
other governmental body, or as otherwise necessary to comply with applicable law or
regulation, provided that the party making the disclosure pursuant to the order shallfirst
have given written notice to the other party and will provide assistance to the disclosing
party to obtain a protective order; or (ii) to establish a party's rights under this SOW,
including to make such court filings as it may be required to do.
Further, IBM acknowledges that Customer, to the extent it is a regulated utility, or any of
its duly authorized representatives, may from time to time discuss and disclose certain
matters, including IBM's pricing and terms for the Services, with state public service
commissions or other regulatory authorities whose involvement or approval results from
Customer's status as a regulated utility; provided that such disclosures are required by
applicable law or govemmental order or are reasonably necessary to obtain an approval,
permit or order from a regulatory authority and, to the extent permitted by applicable law,
Customer provides reasonable written notice to IBM to permit IBM to obtain a protective
order. Customer shall undertake, in making any such disclosures, to convey to such
person the importance of maintaining confidentiality with respect to the information
provided or the matters that are discussed. IBM hereby consents to such discussions
regarding and disclosures of such information in connection with such regulatory
proceedings that are held as a result of Customer's status as a regulatory utility, subject
to compliance with the obligations in this paragraph.
Protection. Confidential lnformation of the other party will be made available by a party
to its employees only on a nneed to know" basis and only after notifying such employees
of the confidential nature of the Confidential lnformation and after having obligated them
to the nonuse and nondisclosure obligations of this Section 17 (CONFIDENTIALIW) of
this SOW (or to nonuse and nondisclosure obligations at least as protective of the
Confidential lnformation as those in this Section 17 (CONFIDENTIALITY) of this SOW).
Each party agrees to take all reasonable precautions to protect the confidentiality of
Confidential lnformation of the other party as required by this Section 17
(CONFIDENTIALITY) and, upon written request by the other party, to destroy or return
to that party any of that party's Confidential lnformation in its possession, including any
such Confidential lnformation contained in any other documents.
Neither this Section 17 (CONFIDENTIALIW) nor any disclosure of Confidential
lnformation made under it grants the receiving party any right or license under any
trademark, copyright or patent now or subsequently owned or controlled by the
Page 25 of 34
disclosing party, Subject to each party's obligations of confidentiality under this Section
17 (CONFIDENTIALITY), the receipt of Confidential lnformation under this SOW will not
in any way limit the receiving party from: (1) developing, manufacturing, marketing or
providing lo others products or services which may be competitive with products or
services of the disclosing party (2) developing, manufacturing, marketing or providing
products or services to others who compete with the disclosing party; (3) assigning its
employees in any way it may choose; or (4) entering into any business relationship with
any other party.
Ownership of Customer Data. Customer retains all right, title and interest in and to all
of Customer's Confidential lnformation including Customer data. subject only to the
lirnited right granted to IBM under this SOW to use such Confidential lnformation as
necessary to provide the Services. IBM retains all right, title and interest in and to all of
IBM's Confidential lnformation.
This SOW is the complete agreement between Customer and IBM regarding its subject matter.
and replaces any prior oral or written communications between Customer and lBM. ln entering
into this SOW, neither party is relying upon any representation that is not specified in this SOW,
including without limitation, any representations concerning i) estimated completion dates,
hours, or charges to provide any Service; ii) the experiences or recommendations of other
parties; or iii) results or savings Customer may achieve. Additional or different terms in any
written communication from Customer (such as a purchase order) are void.
This SOW is confidential and each party agrees not to disclose the terms of this SOW to any
third party (excluding its respective affiliates provided they are bound by nondisclosure
requirements with respect thereto) without the other party's prior written consent, except as
required by law.
Once signed, unless prohibited by local law or specified otherwise, any reproduction of this
SOW made by reliable means (for example, photocopy or facsimile) is considered an original.
By signing below, each party agrees to the terms of this SOW.
ByBy
Agreed to:
MidAmerican Energy Holdings Company
- '--
t/'
Authorized $ignature
Title: SVP & Chief Administrative Officer
Name: Maureen E. Sammon
Date:?l>l f S
Enterprise number:
Enterprise address:
Agreed to:
lnternational Business Machines Corporation
'tAuthorized Signature
Title: Business Unit Executive
Name (type or print): Harry K. Ching
Date: 71212013
Agreement number:
IBM address: 2300 Dulles Station Blvd
Herndon, VA 20171
Page 26 of 34
Appendix A: Projec't Procedures
A - 1: Proiect Ghange Control Procedure
The following process will be followed if a change to this SOW is required:
a. A Project Change Request (PCR) will be the vehicle for communicating change.
The PCR must describe the change, the rationale for the change and the effect the
change will have on the project.
b. The designated Project Manager of the requesting party will review the proposed
change and determine whether to submit the request to the other party.
c. Both Project Managers will review the proposed change and agree to implement it,
recommend it for further investigation, or reject it.
d. Customer will not be charged for any such investigation, unless agreed to by
Customer in writing. A PCR must be signed by authorized representatives from
both parties to authorize investigation of the recommended changes. IBM will
invoice you for any such charges per the terms of this SOW. The investigation will
determine the effect that the implementation of the PCR will have on price,
schedule and other terms and conditions of this SOW.
e. A PCR must be accepted by authorized representatives from both parties to
authorize implementation of any agreed changes to the SOW. Until a change is
agreed to, both parties will continue to act in accordance with the latest agreed
version of the SOW.
t. A PCR that has been signed by authorized representatives from both parties
constitutes a change authorization for purposes of this SOW.
A - 2: Deliverable Materials Acceptance Procedure
Except for Status Reports, Project Plans/Schedules, and Student Course Materials,
deliverable Materials as defined herein will be reviewed and accepted in accordance
with the following procedure:
a. One electronic draft of the deliverable Materialwill be submitted to your Project
Manager. lt is your Project Manager's responsibility to make and distribute
additional copies to any other reviewers.
b. Within five business days of receipt, your Project Manager will either accept the
deliverable Material or provide the IBM Project Manager a written list of requested
revisions. lf IBM receives no response from your Project Manager within five (5)
business days, then the deliverable Materialwill be deemed accepted.
c. The IBM Project Manager will consider your timely request for revisions, if any,
within the context of IBM's obligations underthis SOW.
d. Those revisions agreed to by IBM will be made and the deliverable Materialwill be
resubmitted to your Project Manager, at which time the deliverable Material will be
deemed accepted.
e. Those revisions not agreed to by IBM will be managed in accordance with
Appendix A-1: Project Change Control Procedure.
f. Any conflict arising from this deliverable Materials Acceptance Procedure will be
addressed as specified in the Escalation Procedure set forth in Appendix A-3.
Page 28 of 34
A - 3: Escalation Procedure
The following procedure will Qe followed to resolve a conflict arising during the
performance of this SOW.
a. When a conflict arises between you and lBM, the project team member(s) will first
strive to work out the problem intemally.
b. Level 1: lf the project team cannot resolve the conflict within two working days,
your Project Manager and the IBM Project Manager will meet to resolve the issue.
c. Level 2: !f the conflict is not resolved within three working days after being
escalated to Level 1, your Executive Sponsor will meet with the IBM Project
Executive to resolve the issue.
d. lf the conflict is resolved by either Level 1 or Level 2 intervention, the resolution will
be addressed in accordance with the Project Change Control Procedure set forth in
Appendix A-1.
e. lf the conflict remains unresolved after Level 2 intervention, then the parties shall
have the rights and remedies set forth in this SOW. During any conflict resolution,
IBM agrees to continue to provide Services and Customer shall continue to perform
its payment obligations hereunder; provided that in no event shall a party be
precluded from exercising any of its rights and remedies hereunder following a
material breach by a party of its obligations hereunder. The parties shall use good
faith efforts to amicably resolve any disputes remaining upon completion of
Services in accordance with the dispute resolution provisions set forth in this SOW.
Page 29 of 34
Appendix B: Materials
B-1: Proiect Plan
Purpose: IBM and Customer will work jointly to develop a baseline project; IBM will
deliver project plan containing the tasks, dates and resources assigned to the project
Gontent: Deliverables with associated due dates
Delivery:
IBM will deliver one (1) copy of this document in softcopy format.
B-2: Configuration Design Document
Purpose: A written document to specify the configuration of metadata, triggers and
other items in the IBM application specific to the requirements. lncludes Data
Migration/Conversion Data Strategy, a written document describing the data migration
and inventory management.
Content: Base and customer specific settings and logic.
Delivery:
IBM will deliver one (1) copy of this document in softcopy format.
B-3: User Manuals (per Modules purchase)
Purpose: Defines the product functionality
Gontent: IBM provides documentation for each module Customer has purchased as
well as documentation for the System Administration capabilities
Delivery:
IBM will deliver one (1) copy of this document in softcopy format at project closure.
Page 30 of 34
Appendix C: Sample Project Change Request
PCR Date:Requested by:PCR Number:
This PCR must be approved by both parties and signed below on or before the offer expiration date before the
PCR can be implemented. This offer will expire on {insert mm/dd/yyyy}, unless extended by IBM in writing. All
other terms in the referenced SOW not affected by this PCR remain in fullforce and effect.
The parties agree that this PCR modifies the existing referenced SOW as follows:
{insert language regarding the changes to the SOW here}
{insert language regarding the impact of the changes here... sample text is below}
lf extending the date: The new End Date is:
lf adding hours: The additional estimated services hours for this PCR are {Number of hours}, at
$iHourly rate) per hour, for additional estimated professional services charges of ${Fee total}.
lf adding Fixed Fee Services: The additional fixed fee for performing the Services defined in this PCR
is ${Fee total}.
lf adding T&L: The additional estimated travel and living expenses (including actual transportation and
lodqinq, and per diem meal expenses) for this PCR are ${Expenses}.
- PCR:Approval
ln entering into this PCR, you are not relying upon any representation made by or on behalf of IBM that is not
specified in the SOW, including, without limitation, the actual or estimated completion date, number of hours to
provide any of the Services, charges to be paid, or the results of any of the Services to be provided under the
SOW. Each of us agrees that the complete agreement between us about these Services consists of 1) this
Project Change Request, and 2) the referenced SOW including any previous mutually-approved PCRs..
Agreed to:Agreed to:
Customer Name:lnternational Business Machines Corporation
By (Authorized Signature):By (Authorized Signature):
Name (type or print):Name (type or print):
Date:Date:
PCR Estimated Start Date (remove if not applicable):Statement of Work Name:
PCR Estimated End Date (remove if not applicable):Statement of Work Number:
IBM Fax Number:
IBM lnternet lD:
Page 31 of34
Appendix D: Affiliate Addendum
Affiliate transac{ion document for IBM Statement of Work between MidAmerican Energy Holdings
Company and IBM
[Affiliate Name] ("Affiliate') acknowledges that all purchases by it will be governed under the
terms of the IBM Statement of Work, which was agreed to and signed by lnternational
Business Machines Corporation and MidAmerican Energy Holdings Company ('MEHC") July
2,2013 fSOW"). Affillate further acknowledges and agrees that it shall be bound by the
terms of any amendments to the SOW that may be made after the date hereof pursuant to
any written agreement between IBM and Affiliate or between IBM and MEHC. Affiliate hereby
waives noticsof any such subsequent written agreement between IBM and MEHC.
Agreed to:
lAffiliate Namel
Agreed to:
lnternationa! Business Machines
Gorporation
By:By:
(Authorized signature)(Authorized signature)
Title:Title:
(print)(print)
Date:
Your address:
Page 32 of 34
1.
Appendix E: Additional Data Security Requirements
Any information and data provided by Customer to IBM (electronically or otherwise)
and used by IBM in the performance of its obligations under this Transaction
Document ("Data") shall remain at alltimes the property of Customer. lt shall be
identified, clearly marked and recorded as such by IBM on all media and in all
documentation. IBM shall not use Data, and shall not permit any subcontractor to use
Data, for any purpose other than the purpose of performing the services set forth in
this Transaction Document.
During the term of the Transaction Document, lBM shall,piijvide Customer with notice
regarding the physical location of all Data. Such notice shall be provided at least
forty-eight hours in advance.
IBM shall implement measures designed to prgtbct Data from any unauthorized
access, corruption, loss, damage, or destniction in accordance with this Attachment 1
to Exhibit 3. IBM shall require its subcontiactors to implement substantiatly similar
measures to secure and protect their respective systerns and facilities'iinaccordance
with this Attachment 1 to Exhibit 3. Such.measrres shall include appropriate
physical, electronic and managerial procedures to safeguard and secure the Data
both in transit and at rest inacgordance with this Attachment 1 to Exhibit 3.
IBM shall make Data available to Customer's authorized users at all times as set forth
in the Transaction Document. tlpon written request, IBM shall provide Customer with
all applicable keys with respect to encrypted Data for which IBM has responsibility for
encryption under lhis,,Transaction'Document.
IBM shall report to Customer, within'forty-eight hours of discovery, any and all
instances;,,ihcluding potential instances where there is reasonable evidence of
suspicious aCtivity of unauthorized access, corruption or loss, damage or destruction
to thq Data occ0ning on any system maintained by IBM or any subcontractor of IBM
(of anyii.gr). ln each such case, IBM shall investigate such instance and provide
Custonier-rarjth the results of such investigation along with a remediation plan for
Customer's aprproval promptly after such investigation. Upon such approval, IBM
shall implement Cuch plan in accordance with a schedule that is agreed upon
,between the Customer and the lBM. Such implementation shall be at IBM's sole cost
afi'd expense to theextent such instance resulted from IBM's failure to comply with its
obligations regarding the security of Data. IBM shatl provide updates on the
investigation and'idmediation at a frequency agreed upon after the initial notification
untilthe,i.e-mediqtion plan has been fully implemented.
IBM agrees to comply (and require its subcontractors, with respect to laws that
regulate such subcontractor's business in the performance of their obligations related
to this Transaction Document, to comply) with applicable laws and regulations with
respect to the protection and security of the Data (as such laws and regulations are
amended from time to time) that are applicable to IBM as an information technology
services provider in the performance of Services under this Transaction Document
and at all times during the term of this Transaction Document, the data center(s) used
by IBM (or its subcontractors) to provide the Services under this Transaction
2.
3.
4.
5.
6.
fuaT DRT,fT
8.
o
Document shall be SSAE 16 Type ll certifled. At Customer's written request, IBM
shall provide Customer with evidence of such certification,
7. IBM agrees to provide Customer with such information and access to IBM's premises
(upon giving reasonable notice) as Customer may reasonably require to validate that
IBM is complying with the obligations referred to in this Attachment 1 to Exhibit 3.
Such information and access shall be during normal business hours, conducted in a
manner that minimizes disruption to IBM's business, may not occur more than once
per year, and Customer agrees to comply with IBM's security and confidentiality
requirements and shall not be entitled to any cost information or information related to
other IBM customers.
ln the event of termination of this Transaction Document IBM shall, when directed to
do so by Customer, (i) erase and instruct all its subcontractorc to erase all Data from
the IBM's systems and magnetic data; and /or (ii) transfer all Data from IBM's
systems, and cause its subcontractors to transfer all Data from their respective
systems, to storage media designated by Customer or othenrise directly to
Customer's systems, as determined by Customer.
The provisions set forth above apply to all IBM subcontractors as indicated, to the
extent and during such periods as they are in possession of any Data.
10. lBM will follow Customer's reasonable requirements for all remote access to
Customer resources provided to lBM in writing. IBM will maintain accurate rec-ords of
employees or subcontractors who will have remote access to Customer resources
and the country of origin of individual remote access. Upon reasonable cause,
Customer reserves the right to deny any individual remote access to Customer's
resources. So long as IBM makes diligent efforts to promptly replace any individual
so removed. IBM shall not be liable foiany service level agreements that are not met
as a direct result of such,removal.
NOf DR,A TT
ATTACHMENTB
AFFILIATE ADDENDUM
Exhibit 1
Affiliate Addendum
Affiliate transaction document for IBM lnternational Passport Advantage Transaction Document
between MidAmerican Energy Holdings Gompany and IBM
PacifiCorp (.Affiliate') acknowledges that all purchases by it will be governed under the terms
of the IBM lnternational Passport Advantage Agreement Transaction Document (MidAmerican
Energy Holdings Company -SaaS IPAA TD-20130430), which was agreed to and signed by
lntemational Business Machines and MidAmerican Energy Holdings Company ("MEHC') July
2,2013 ('Transaction Document'). Affiliate further acknowledges and agrees that it shall be
bound by the terms of any amendments to the Transaction Document that may be made after
the date hereof pursuant to any written agreement between IBM and Affiliate or between IBM
and MEHC. Affiliate hereby waives notice of any such subsequent written agreement
between IBM and MEHC.
Agreed to:
PacifiGorp
Title: Sr. Director, Technology Management
Agreed to:
lnternational Business Machines
Corporation
By:
(Authorized sig nature)
Name: Robert S. Metcalf Name:
(print)
Date: July 3, 2013
(print)
Date:
Your address:
PacifiCorp
Lloyd Center Tower
825 NE Multnomah
Portland, OR 97232
Your IBM customer number:
Enterprise number: 5816142
IPM Number:181157
Passport Advantage Site number:
Ship to address: Same as above
Bill to address: 1177 S. Belt Line Road
Coppell, TX 75019