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(“Effective Date”)
Thi
s Enterprise Program Agreement (“ enterprise agreement” or “agreement”) effective as of the Effective Date specified above incorporates by this reference the terms and conditions of that certain Software License and Services Agreement dated August 22, 2005 (OSIsoft agreement # 1013534) as amended (the “SLA”) by and between OSIsoft, LLC and the City of Burbank. Unless otherwise specified, all capitalized terms in this enterprise agreement have the meaning defined in the SLA.
References to “you” and “your” mean “Licensee,” and references to “we,” “us” and “our” refer to OSIsoft (unless, in context, “us” clearly refers to both Parties). “OSIsoft software” or “Our software” or “software product” refers to OSIsoft Products licensed under this SLA, unless clearly referring to software/products available through an online or other agreement.
Company Name: City of Burbank OSIsoft, LLC
Tax ID: 0503704301
Address: 164 W. Magnolia Boulevard
Burbank, California 91502
United States
Address: 1600 Alvarado Street
San Leandro, CA 94577
USA
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CO
MMERCIAL TERMS
Initial Term of enterprise agreement: 5 Years
Software
Enterprise Licensed Software
• E
nterprise Infrastructure Version 2.0 as further
described on https://www.osisoft.com/terms-and-
conditions/enterprise-agreement-software-
services/ (“Enterprise Infrastructure”)
Enterprise Add-on Products - Included in the Initial
Term at no additional fee. (Subscription fees for any
Renewal term TBD):
• P
I Integrator for Esri ArcGIS
• PI Integrator for Business Analytics –
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Standard and Advanced Edition
Annual Enterprise Services Fee
Your Annual Enterprise Services Fee for each year
during the Term shall be equal to 20% (“Enterprise
Services Rate”) of the License Fee Basis.
“License Fee Basis” shall be the Initial License Fee
plus any additional license fees paid hereunder for
Enterprise Licensed Software.
You will reimburse us for all reasonable out-of-pocket
travel or living expenses incurred in connection with
mutually agreed upon services provided by us in
accordance with the provision below Additional
Services.
Initial License Fee
You shall receive Enterprise Licensed Software for the
Assets specified in Exhibit A (“Licensed Assets”) for
an initial license fee of $873,000.00 USD
Net License Fee Due: $873,000.00 USD
Net Initial Enterprise Services Fee Due: $174,600.00 USD
Initial Invoice Total $ 1,047,600.00 USD
ENTERPRISE SERVICES (“Enterprise Services”)
Software Reliance Program (“SRP”). As part of Enterprise Services, you and your contractors will receive the benefits of SRP services to support the Enterprise Licensed Software. (All references to “OSIsoft Products” within the SRP terms shall mean the Enterprise Licensed Software.). Contractors will also have facilitated access to our relevant partner program.
Customer Success Manager. A global Customer Success Manager (“CSM”) will be assigned to your account to provide a reasonable amount of coordination and assistance for questions pertaining to architecture and deployment of Enterprise Licensed Software (as defined below), as well as project management. You will assign your own Program Manager ( your “Program Manager”) to manage the relationship with us. Your Program Manager is responsible for the identification of potential installations globally and to identify and make available your required resources. The CSM will strive to understand your business and develop domain knowledge to further facilitate collaboration in utilization of the Enterprise Licensed Software. We reserve the right to change the CSM at any time, but we will provide you with notice.
Enterprise Roadmap. With your collaboration, we will develop a roll out and update plan (“Enterprise Roadmap”) for the Enterprise Licensed Software.
The Enterprise Roadmap will meet your stated business objectives and resources and incorporate your requests, unless such requests fall outside of then-current OSIsoft’s service and product capabilities. The Enterprise Roadmap will specify what services we will provide on an annual basis during the term of the e nterprise agreement and for what areas you will have primary ATTACHMENT 1
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responsibility. Areas of consideration to be documented in the annual Enterprise Roadmap may include:
• Identification, prioritization and set target timelines for business and technical objectives where our products or services will be of assistance • Enterprise architecture considerations such as:
1. technical architecture diagram,
2. hardware and software requirements,
3. remote access requirements and plan,
4. selection of interfaces,
5. update and back-up strategy,
6. migration strategy.
• Define the necessary technical prerequisite requirements to deploy the Enterprise Licensed Software
• Site/Asset installation schedule, areas of responsibility and frequency of updates
• Identification and scheduling of Learning vouchers and Event vouchers, and Technical Advisory Services
• Administration items such as annual review expectations, true-up process and Travel and Living budget considerations
Taking into account your stated business objectives and resources, the Enterprise Roadmap will include a proposed schedule, recommendations on training for your personnel and end users, best practices, and other recommendations for operation of the Enterprise Licensed Software.
Prior to providing any services , we will work jointly with you to prioritize the activities defined in the Enterprise Roadmap. This Enterprise Roadmap will be updated annually based on your updated business objectives and resources and to account for material changes in the Licensed Assets (as defined in below. For avoidance of doubt, the preparation, development and update of the Enterprise Roadmap shall not be considered and shall not constitute "Success Services" or "Additional Services" unless mutually agreed in writing between us . Both OSIsoft and Licensee understand time is of the essence, and parties mutually agree to use good faith efforts to complete the Enterprise Roadmap as soon as reasonably practicable. OSIsoft further agrees to use good faith efforts to notify Licensee of any updates made to the Enterprise Roadmap as soon as reasonably practicable.
Reviews. Reviews will be conducted on an as -needed basis by the CSM , your Program Manager, and appropriate management personnel. These reviews may be conducted in person at a mutually agreed upon location or virtually, using web-based collaboration tools. These reviews shall be based upon a review report prepared by our team and supervised by the CSM, and will address any concerns identified by the CSM or your Program Manager, and be specifically focused on your opportunities and goals. The Enterprise Roadmap may be adjusted and modified at these meetings.
Installation of Enterprise Licensed Software. We will provide a single installation or upgrade service per each of your Sites per year for Enterprise Licensed Software in accordance with the mutually agreed Enterprise Roadmap. These installation services will be performed remotely by OSIsoft, and may include the use of an installation manager server installed on your network and ATTACHMENT 1
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connected to your deployment locations and computers (“Installation Management System”). On an exception basis as expressly agreed in the Enterprise Roadmap and subject to the SRP terms for On-Site Assistance, these installations may be performed manually on-site at your facilities. You will provide the Datastream Point configuration in electronic format for configuration of Interface(s) as set forth in the mutually agreed Enterprise Roadmap.
Success Services. In addition to the Enterprise Roadmap service and the installation and/or upgrade service described above, we will provide you with required assistance and information resources in your application of Enterprise Infrastructure for your particular needs, per the initiatives jointly agreed upon in the annual Enterprise Roadmap. OSIsoft will provide such services up to an annual amount of twenty-two (22) 8-hour days, valid for one (1) year from the initial Term year, and for each Term year thereafter commencing on each anniversary date of the Effective Date of this enterprise agreement (“guaranteed Success Services hours”). Guaranteed Success Services hours cannot be carried over from one Term year to the next, or to subsequent years. The scope of work for each Service engagement will be created by the CSM for your review and approval. The scope of work will include a description of the deliverables, your required participation, applicable costs, if any, and the anticipated scheduling. You shall bear complete responsibility for determining whether any concepts, preliminary designs, application recommendations or advice we provide you is appropriate for your operations. Our personnel delivering Services will strive to understand your business, but in no event do we represent that such personnel are experts in your particular industry. While your operational and business data will remain your confidential information, you acknowledge that we may utilize deliverables of general applicability which do not include your confidential information, to assist other customers or improve the Enterprise Licensed Software, even if such deliverables are based upon requirements that you provide us. These materials may include, but are not limited to, non-confidential application designs, architecture, general engineering or programming methodologies in common use or within a particular industry, algorithms, sample screens or enhancements to the Enterprise Licensed Software. These services will be performed remotely from our offices. On an exception basis as expressly agreed in the Enterprise Roadmap and subject to the Travel and Living Expenses terms of this agreement, these services may be performed on-site at your facilities. Examples of such service offerings are available here:
https://www.osisoft.com/-/media/Files/Legal/Usage-and-Service-Terms/EA-Service-offerings.ashx For classroom learning at our facilities, (1/2) half Service day is required per seat per day of learning.
For onsite learning, (1) one full Service day is required for each day of learning, and the learning is limited to a maximum of (12) twelve students per day.
Confidentiality. Subject to the requirements for disclosure set forth in this paragraph and the liability limitations of this agreement, OSI soft shall not disclose, publish or authorize others to disclose or publish any critical infrastructure information ("CII") as defined in 6 Code of Federal Regulations 29.2 (as it may be amended, updated or replaced) that has been identified by you expressly as CII prior to its disclosure to OSIsoft. Upon your notice to us that CII need be disclosed, OSIsoft will make reasonable commercial efforts to make a United States citizen not convicted of a felony within the past seven (7) years under any United States or state law, promptly available during its regular business hours for Services within the United States, in order to receive such CII. This confidentiality obligation shall continue so long as such information continues to be protected critical infrastructure information.
Migration of Third Party Historical Data. We will provide you with a one-time assistance at the beginning of this enterprise agreement, as agreed in the Enterprise Roadmap, in migrating data from third party historian software to the Enterprise Infrastructure. You must provide us with data from the third party historian in a format compatible with one of our existing interfaces. We will supply you with the technical requirements to prepare such data files. We will convert the data supplied by you into a data file that is compatible with the Enterprise Infrastructure. We will not validate the data. Data ATTACHMENT 1
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validation is your sole responsibility. The scope of the migration does not include migration of calculations or applications.
Vouchers.
You will receive two different types of vouchers:
(i) Learning Vouchers: You will receive one (1) learning voucher per $5,000 USD paid to us for Enterprise Services per year. These vouchers may be used for standard training courses at our training locations at a rate of one (1) voucher per one (1) seat per training day. You may request that a standard or custom training course be conducted onsite at one of your facilities. Twelve (12) learning vouchers are required for onsite training, per day, regardless of the number of students. Onsite training is limited to a maximum of twelve (12) students per day. An additional six (6) learning vouchers (not per day; in total) will be required for a custom training course, to cover our additional preparation time.
(ii) Event Vouchers: These vouchers may only be redeemed for admission to one of our user's events at a rate of one (1) seat per $40,000 USD paid to us for Enterprise Services per year.
From time to time w e may make other services or admission to other events available for purchase with these vouchers. Vouchers are valid for one (1) year from each anniversary date of the Effective Date of this enterprise agreement and cannot be carried over to subsequent years. In no event may vouchers be redeemed for anything other than the foregoing including, without limitation, software products, professional services or cash, unless otherwise expressly agreed by you and us.
Vouchers cannot be sold, bartered, swapped or exchanged.
Travel and Living Expenses. You will reimburse us for all reasonable out-of-pocket travel or living expenses incurred in connection with mutually agreed upon services provided by us under this enterprise agreement, including without limitation onsite installations, onsite training sessions, kickoff meetings, periodic reviews or any other visit to your premises by our services personnel. Travel and living expenses will be charged in addition to any vouchers redeemed or services fees paid for such services. We will incur such expenses in compliance with our then-current travel and living expenses policy, which will be provided to you upon request.
Additional Services. For Services not included in the Enterprise Services or Success Services described above, including but not limited to services or time required as a result of your not meeting any technical prerequisites (such as not having the appropriate hardware prepared as specified by us), such additional services will be subject to our then-current field services rate. Such field services may be performed by OSIsoft or OSIsoft subsidiaries. See https://resources.osisoft.com/support/osisoft-services/ for examples of Additional Services. The rate will be on a per person per day basis and in US$ or local currency as applicable. As of the Effective Date this rate is $2,000 USD/person/day. We will provide an estimate using the then -current applicable rates upon request.
ENTERPRISE LICENSING
Enterprise Licensed Software Definitions.
“Asset” means those Power Generation assets, Transmission and Distribution assets , & Meters identified in Exhibit A on the effective date and thereafter as may be adjusted during the Term of this ATTACHMENT 1
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agreement.
“Licensed Asset Capacity” means the capacity of each Asset measured as specified in Exhibit A.
“Operating Data” is (i) data generated directly by operation of the Asset, including all analyses, calculations and derivatives thereof, and (ii) market, environmental, meteorological data or other information that is used to operate the Asset.
“Enterprise Licensed Software” is our commercial proprietary software system comprised of certain database, visualization, analytic and interface products as described in the then -current accompanying documentation and specified above.
Scope of License.
Qualified Assets Only. You may use the Enterprise Licensed Software only for the purpose of processing the Operating Data generated by the Asset.
Additional Assets. You may add Assets to Exhibit A upon written notification to us or in connection with each Annual Review as provided below.
Your Usage. You may use unlimited copies and quantities of Enterprise Licensed Software (including Datastream Points) for the purpose of:
(i) processing Operating Data generated by the Asset up to the Licensed Asset Capacity as may be revised in accordance with this enterprise agreement; and
(ii) redundancy and failover options, development systems, test systems, research and development, pilot plants, analysis of financial data pertaining to the Asset, and operation of a central Enterprise Licensed Software system to monitor other Enterprise Licensed Software systems installed throughout your organization.
Enterprise Services Maintenance. As a condition to retaining your licenses to Enterprise Licensed Software, you agree to maintain a current Annual Enterprise Services Fee for all Enterprise Licensed Software purchased hereunder.
ENTERPRISE PROGRAM PRICING
Licensing and Enterprise Services Rate Adjustments.
Licensed Asset Capacities. Licensed Asset Capacities are measured in the Asset Pricing Metrics shown for each Asset in the Pricing Table below. The “ Baseline Asset Capacity ” shall be the Licensed Asset Capacity of each Licensed Asset as shown in Exhibit A on the Effective Date of this enterprise agreement.
Material Change in Licensed Asset Capacities. A material change in the Licensed Asset Capacity shall be defined as at least a 10% increase or decrease in the quantity, as defined by the total Licensed Asset Capacity of an Asset classification in the aggregate, as measured from the Baseline Asset Capacity of the Asset (“Material Change”).
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Ordering and Annual License Review. You shall order, as needed, additional Enterprise Licensed Software for new Assets (including but not limited to any new asset classifications by amendment to this agreement) or increased Licensed Asset Capacity , at any time during the Term, in accordance with the Section Ordering and Delivery below.
In addition to your ability to order additional licenses, you and we will perform an annual Enterprise Software license review (the “ Review Period”), commencing in the twelfth month following the Effective Date, unless otherwise agreed. You will provide us with all reasonably requested information necessary to determine whether you are using the Enterprise Licensed Software within the purchased license limits. If the annual review reveals that you are using any Enterprise Licensed Software to process data generated by additional Assets, or there is a Material Change in Licensed Asset Capacity of an Asset that results in an increased quantity, you shall purchase the required Enterprise Licensed Software licenses at the License fee specified below. We will also include such new Licensed Assets in the Enterprise Services fee, which shall be assessed (i) for the new Licensed Assets or Licensed Asset Capacity at a daily -prorated amount of the Enterprise Services Rate for the remainder of the then-current year, and/or (ii) added to the annual Enterprise Services fee due for the new Review Period if made as a result of the current annual review.
Pricing Table
Asset Classification License Fee/ Asset Pricing Metric
• Power Generation Assets,
Transmission and Distribution
(T&D) Assets:
• Meters
$639 per megawatt capacity of Power
Generation Assets; per megawatt
annually for T&D (MW)
$1.50 a meter
If you have ceased operating a Licensed Asset and all use of the Enterprise Licensed Software containing the Operating Data generated therefrom or there is otherwise a Material Change in Licensed Asset Capacities resulting in a decrease in the Licensed Asset Capacity, then your Annual Enterprise Services Fee will be reduced by the Enterprise Services Rate multiplied by the applicable License Fee specified in the table above in our Annual Enterprise Services Fee calculation for the then-currently Licensed Assets in and for the new License Year. Notwithstanding the foregoing, in all events if you retain at least one Asset under this enterprise agreement, you will pay a minimum of $ 174,600 USD for Enterprise Services per Review Period.
Term. This enterprise agreement will remain in effect for a period of 5 years from the Effective Date (“Initial Term”). You and we each have the right to terminate this enterprise agreement, for any or no reason and with immediate effect, at the end of the Initial Term or any one-year successive anniversary for which it continues (each year the “Renewal Period”), by providing thirty days’ prior written notice of the intent to terminate. Following the Initial Term, for so long as you make payment of your Annual Enterprise Services Fee, and this enterprise agreement is not otherwise terminated in accordance with its terms, it will renew for successive Renewal Periods. Either party may terminate this enterprise agreement if the other party breaches any material term, and such breach remains uncured for thirty (30) days after receiving notice thereof. Termination of this enterprise agreement by either party will be a nonexclusive remedy for breach without prejudice to any other right or remedy of such party. The rights and obligations of the parties contained in Section "Confidentiality" will survive the termination ATTACHMENT 1
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of this enterprise agreement. In the event of termination or expiration in accordance with this section, the Enterprise Conversion Procedure section below shall apply.
Pricing Protection. During the Renewal Period, and for so long as you do not allow any lapse in your Annual Enterprise Services Fee for the Enterprise Licensed Software, we will increase your Enterprise Services Rate and Enterprise Licensed Software license fees via a one- time step change of 5 % for the first Renewal Period and for each annual subsequent Renewal Period by the percentage increase in the monthly Consumer Price Index for All Items, U.S. City Average, All Urban Consumers (base year 1982-84=100) over the rates and fees applicable from the beginning of the immediately preceding Renewal Period (subject to a minimum increase of 3% and maximum increase of 6% in each Renewal Period).
Your Annual Enterprise Services Fee must remain current to maintain the license rights set forth in this enterprise agreement. Should this subscription lapse at any time during the Initial Term or Renewal Period, the Enterprise Conversion Procedure section shall apply. Additionally, all Enterprise License Fee payments under any payment plan shall be accelerated and become immediately due and payable. All License fees and Annual Enterprise Services Fees paid are nonrefundable.
Enterprise Conversion Procedure. After the Initial Term, in the event you do not maintain Enterprise Services or if this enterprise agreement is otherwise terminated in accordance with the Term section above, your usage limits for the Enterprise Licensed Software will be inventoried as further described below, and converted to the license levels then -currently in use by you, using the license units as defined in your SLA and the nearest OSIsoft Product sizes in o ur then-current applicable price list.
You will no longer be eligible to receive any Enterprise Services ; and all pricing, except as set forth below, shall be canceled. You shall provide us an inventory of all OSIsoft Software that has been installed, including the number of PI Servers, number of Datastream Points configured within each Server, number of Individual Users and Interface Nodes. We will have the opportunity to perform an audit to validate this inventory and you will pay our then-current field service rates for the time required to complete this audit should it reveal that you have underreported by 5% of the final agreed upon audit outcome. For the inventoried OSIsoft Products, you may purchase annual SRP services at our then-current applicable list price. Any future expansions of these systems or any additional OSIsoft Products will be available from us at our then-current applicable list price, under the terms of your SLA.
Ordering and Delivery.
Ordering Additional Licensed Asset Capacity or New Licensed Assets. You and we have agreed to the Licensed Assets specified in Exhibit A. The Licensed Assets or Licensed Asset Capacity will be increased by our acceptance of your o rder, made at any time during the Initial Term and at each Review Period as necessary, for additional Enterprise Licensed Software for use with new Licensed Assets, or for a material increase in the Licensed Asset Capacity. At the time of your request, and at each Review Period as necessary, you will submit an order to us for the Enterprise Licensed Software licenses and you shall pay the corresponding Enterprise License fees and Enterprise Services fees required to cover any additional Assets or material increase in the Licensed Asset Capacity at the prices stated in this enterprise agreement.
Additional Copies. You or your affiliates may also submit requests for additional copies of any Enterprise Licensed Software at any time to support your existing Licensed Assets and Licensed Assets Capacities, without payment of additional license fees. Such requests may be submitted in any form mutually agreeable to you and us. Electronically delivered is the default method.
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Availability. Enterprise Licensed Software is only available from us directly and not through any third- party distributor or sales channel.
GENERAL CONDITIONS
Affiliate Eligibility. An "affiliate" means any entity that controls, is controlled by, or is under common control with you. For purposes of this enterprise agreement, "control" of an enti ty means having ownership of more than fifty percent (50%) of the voting equity or beneficial interest of such entity.
Affiliates that you would like to add to this enterprise agreement are listed in the attached Exhibit A.
You may add affiliates to this enterprise agreement by providing us with written or electronic notice containing the contact information for each relevant affiliate specified in Exhibit A. Upon our consent, not to be unreasonably withheld or delayed, such affiliates will be added to this enterprise agreement and Exhibit A will be deemed amended accordingly. Affiliates on Exhibit A are entitled to use and order Enterprise Licensed Software and shall be bound by this enterprise agreement as “you” or “your”. Notwithstanding the foregoing, any such a ffiliate shall remain eligible to receive the benefits of this enterprise agreement only so long as it continues to qualify as a affiliate as defined in this section. Should an affiliate no longer qualify as such under this e nterprise agreement, then you will notify us and such change of ownership or control shall be considered an assignment, subject to the Assignment section below, of the OSIsoft Products then being used by such affiliate for purposes of this enterprise agreement, and such affiliate will no longer be eligible to order any Enterprise Licensed Software or receive Enterprise Services under this enterprise agreement. You and any affiliate that purchases OSIsoft Product licenses shall be jointly and severally liable for any breach of this enterprise agreement by any affiliate.
Assignment. You may assign Enterprise Licensed Software licensed under this enterprise agreement if you provide us with prior written notice. The usage limits for any assigned Enterprise Licensed Software will be converted to the license levels then-currently in use by Licensee, using the license units as defined in our then-current standard Software License and Services Agreement and the nearest Server sizes in o ur then-current applicable price list ( “Converted Software”). You will provide us with all information reasonably necessary to determine the appropriate license sizes for the Converted Software. You hereby acknowledge that as a condition to any assignment, we may require the assignee to: (i) purchase up to one year of support and maintenance services at our then-current rate; (ii) pay our then-current license fees for the software assigned; and (iii) execute our then-current standard Software License and Services Agreement. Except as otherwise specified in writing by us, orders submitted by the assignee will be in accordance with our then-current list price. Any attempted assignment or transfer of the Enterprise Licensed Software or this enterprise agreement, whether by operation of law, as a result of your change in control (as defined in the Affiliate Eligibility s ection above) or otherwise without complying with this section shall be null and void.
Scope of Enterprise Agreement. Unless otherwise specified, this enterprise agreement supersedes all prior contracts, understandings or arrangements with respect to the subject matter hereof and any existing of our software products within your possession or control shall be subject to the terms and conditions of the SLA and this e nterprise agreement, as applicable. Any pricing provided herein cannot be combined with any other discounts including , without limitation, any discounts for volume purchases. We may refuse any orders submitted by you or an affiliate pursuant to any other pricing contract, understanding or arrangement.
Compliance with Laws. OSIsoft agrees to perform all of its obligations under this enterprise agreement in accordance with all applicable federal, state and local laws, rules and regulations.
Starting February 1
st, 2023 or when OSIsoft obtains the insurance described in this paragraph, whichever is sooner, and for the remaining Term of this enterprise agreement, OSIsoft shall maintain ATTACHMENT 1
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Technology Professional Liability (Errors and Omissions) Insurance appropriate to OSIsoft’s profession, with limits no les s than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by OSIsoft in this agreement, and shall, but not limited to, claims involving infringement of intellectual property (excluding patent infringement and misappropriation of trade secret), including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, as well as credit monitoring expen ses with limits sufficient to respond to these obligations. You and your officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of OSIsoft.
Indemnity. To the fullest extent provided by law, OSIsoft shall defend any action brought against you and your elected officials, officers, and employees to the extent that it is based on a claim arising out of OSIsoft’s gross negligence or willful misconduct in the performance of its work required under this agreement, and indemnity you for any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded or paid in settlement in any such action, provided that: (i) you promptly notify OSIsoft in writing of the claim; (ii) you grant OSIsoft sole control of the defense and settlement of the claim, provided OSIsoft may not enter into any settlement that admits liability, infringement or misuse thereof or pays any fines or penalties on your behalf without your prior written consent, which shall not be unreasonably withheld; and (iii) you provide OSIsoft with all assistance, in formation and authority reasonably required for the defense and settlement of the claim, at our expense.
IP Indemnity. The terms of OSIsoft’s IP indemnity are set forth in Section 6 of the SLA and shall apply to Enterprise Licensed Software provided to you by OSIsoft under this Enterprise Agreement.
Limitation of Liability. Our limitations of liability set forth in the SLA shall not apply to OSIsoft’s grossly negligent or willful acts or omissions occurring on your premises in the course of O SIsoft’s performance of Enterprise, Success, or Additional Services thereon, to the extent such acts or omissions cause bodily injury, death, or damage to tangible property.
You will provide reasonable information and cooperation to us to provide us with an understanding of your application of the Enterprise Licensed Software. With your prior written consent only, which will not be unreasonably withheld, we may use your non-stylized name in our customer lists.
You and we have executed this enterprise agreement as of the Effective Date through each of your and our duly authorized representative, respectively . Each individual signatory above hereby represents and warrants that they have full corporate power and authority to execute this enterprise agreement and bind you and us respectively to the terms and conditions of this enterprise agreement.
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Exhibit A
Initial Affiliates, Licensed Assets and Asset Capacities
1) Site Name: Magnolia Power
Project
4) Site Name: Water Meters
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Legal Name: City of Burbank Affiliate Legal Name:
Contact Name, Phone
& Email:
Contact Name, Phone &
Email:
Physical Street
Address:
W. Magnolia Blvd Physical Street Address: *all sites*
City, State, Zip Code: Burbank, CA 91502 City, State, Zip Code:
Country: USA Country:
Baseline Asset
Capacity
310 MW Baseline Asset Capacity 35,000 Meters
2) Site Name: Lake One Power
Plant
5) Site Name:
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Legal Name: City of Burbank Affiliate Legal Name:
Contact Name, Phone
& Email:
Contact Name, Phone &
Email:
Physical Street
Address:
N Lake St. Physical Street Address:
City, State, Zip Code: Burbank, CA 91502 City, State, Zip Code:
Country: USA Country:
Baseline Asset
Capacity
48 MW Baseline Asset Capacity
3) Site Name: Electric Meters 6) Site Name:
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Site Status
(if existing site, list the
Business Partner #):
New Site
Existing Site
BP #: _ _ _ _ _ _ _
Legal Name: City of Burbank Affiliate Legal Name:
Contact Name, Phone
& Email:
Contact Name, Phone &
Email:
Physical Street
Address:
*all sites* Physical Street Address:
City, State, Zip Code: City, State, Zip Code:
Country: Country:
Baseline Asset
Capacity
57,000 Meters Baseline Asset Capacity
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