ADDENDUM NO. 1 Collective 7000146159

ISSUE DATE: August 11, 2017

The following provisions shall be considered part of the Contract Documents and solicitation modifications of Request for Proposals Number 7000146159 and shall be incorporated therewith.

Item No. 1: Statement of Work # 10553375. This document is hereby revised as follows:  The Statement of Work # 10553375 is deleted in its entirety and replaced with Statement of Work # 10553375 rev. 8-10-17.

Offerors are hereby notified that they shall make adjustments to their Proposals on account of this Addendum. It will be construed that each Offeror’s Proposal is submitted with full knowledge of all modifications and supplemental data specified herein.

______Offeror Company Name Signature: ______Printed Name: ______Title: ______Date: ______Company/Vendor: Name of Project: Light Detection and Ranging (LiDAR) Survey Services

Statement of Work # 10554475 STATEMENT OF WORK NO. 10554475 This Statement of Work No. 10554475 (“SOW”) is between (“Company”) and the City of San Antonio, acting by and through City Public Service Board (“CPS Energy”) issued pursuant to the Master Agreement dated (the “Agreement”).

Capitalized terms not defined in this SOW have the meaning provided in the Agreement. This SOW defines the specific requirements, work effort, milestones and schedule for the Services that Company provides to CPS Energy related to the Project (defined herein).

The terms of the Agreement shall control unless this SOW clearly indicates otherwise. Notwithstanding the immediately preceding sentence, in the event that this SOW expressly provides that certain provision therein shall control over specified provisions of the Agreement (“Special Terms”) and such Special Terms are agreed to by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of the Agreement, any such Special Terms shall control, but only for the purposes of this particular SOW.

1. Introduction/Background. The following is a general description of the Project and highlights the Project’s background and what is to be gained by the Project (the “Project”):

CPS Energy requires Airborne Survey Supplier to provide software and support services for a Light Detection and Ranging (“LiDAR”) project.

LiDAR enables owners of geographically distributed assets to model and remotely investigate equipment condition and performance. CPS Energy expects that Company will implement the Work Management Software which includes visualization, simulation, and analytics capabilities to allow CPS Energy to optimize grid asset investment and maintenance decisions at the enterprise level.

CPS Energy will recognize the following benefits as a result of implementing the Work Management Software:  Complete 3D model of electrical network and surrounding environment, including vegetation, buildings, street-level features, and objects;  Analytical tools enable users to accurately identify network risks from vegetation intrusions, network clearances, and asset conditions;  Improved safety and reliability as well as reduced operating costs result by shifting traditional in-field practices to the office;  Innovative asset management strategies optimize programs based on known network conditions and risks; and,  Affordable reporting and visualization is possible via network-wide-scale cloud computing, storage, and web-based delivery.

2. Services. Company agrees to provide the following Services (the “Services) : Company will provide LiDAR survey services using industry-utilized airborne and ground survey standards. Company will provide those industry standards to CPS Energy. The Services will include, but not be limited to, LiDAR data, flight and data acquisition, mapping and digital data conversion, compilation, and processing. Services include supporting tools, functionality, and visualization layers, that will be included in the solution deployment for CPS Energy’s service territory and are described in detail in the remainder of the section that follows below. Company will provide relevant utility-grade LiDAR services for:  3D network data acquisition and quality assurance  Web Portal Company based – dashboard and data reporting  3D network model software interface  Vegetation Management  Asset Condition/Hazard Identification  Asset Matching/Conflation  Support, training, and documentation  Cybersecurity and safety  Reporting and project management.

Company will be responsible for the creation and delivery of a 3D LiDAR network model for the illustrated proposed pilot area area of CPS Energy’s distribution and transmission network. The area is 54 square miles, and contains 6 distribution circuits comprised of 788 overhead primary conductor miles, 976 overhead secondary conductor miles and 49,671 poles. Proposed Pilot Area

3. Availability of Services. Subject to the terms and conditions of the Agreement and this SOW, Company will use best-efforts to provide Services for 8 hours per day, 5 days per week throughout the term of this SOW. Unless otherwise provided for herein, all work will be performed remotely and on-site at CPS Energy’s locations in San Antonio, TX during normal business hours, Monday through Friday, 8:00 a.m. – 5:00 p.m. excluding CPS Energy, federal or state holidays.

4. Project Schedule. The table below summarizes the work activities and effort estimates planned for the completion of this Project:

Activity Name Work Effort (x days) Schedule (Week #)

Set Up 15 days Project Start 1 day Week 1 Utility Data Gathering 5 days Week 1 Flight Planning 10 days Weeks 2-3 Web Portal Setup 15 days Weeks 1-3 Pilot 40 days Weeks 4-11 Data Acquisition 15 days Weeks 4-6 Data Quality Assurance 35 days Weeks 5-11 Critical Defect Reproting 35 days Weeks 5-11 Publishing Data to Portal 30 days Weeks 6-11 Training, Workshops and Presentations 20 days Weeks 12-15 End User Training 5 days Week 12 Findings Report 1 day Week 14 Benefits Relization Workshops and Action Plan 40 days Weeks 12-15

5. Location of Services. The Services will be provided at off-site, on-site, and remotely.

6. Deliverables. In addition to the Services, the Company will deliver each of the following (the “Deliverables”) within the phase or time frame stated below:

Phase / Time Deliverable Description Frame (15 Wk Duration) 3D network data acquisition  Collect the 3D network data for the defined Proposed Pilot area. Weeks 1-6 and quality assurance  Via small fixed wing aircraft that will scan the entire distribution and transmission network of the identified as the Proposed Pilot area.

 Company will provide a best-in-class geospatial data acquisition, providing an accurate asset and environment database.

 The aircraft, the data collection equipment, and the corresponding flight plans will be the responsibility of the network data acquisition team.  Services include collecting multiple types of data that will be used to build a complete model and visualization of not only the distribution and transmission networks, but also the surrounding environment that lies close to the network (e.g., vegetation, street level features).  The data will go through an extensive data quality assurance process. The data quality assurance process involves a combination of computer algorithms and human interaction in order to deliver a 3D model that accurately depicts reality along with structural and safety issues. When the data processing has been completed, it will be published into the Work Management Software via the web portal.

 LiDAR and airborne data acquisition will be supplied to CPS Energy in a file format to be determined by the parties in writing.

 CPS Energy will interface with the Work Management Software will be through Company’s web-based portal, which gives CPS Energy access to the data and reports gathered from the network. Web Portal – dashboard and  The Portal will include a dashboard that will display key data reporting network metrics. Weeks 6-11  Additional functions include user role administration, which gives CPS Energy the ability to create and modify roles, rights, and security settings.  The Portal will provide access to any number of approved CPS Energy employees at no additional cost or no seat license fees.  Software will provide an integrated software platform where the 3D network model can be visualized along with supplemental imagery, elevation data layers, and multiple base map layers.  The 3D network model will represents the complete electrical network, including every pole and wire along with their circuits, connectivity, and voltages.  The full network (Transmission->Sub-transmission- Work Management >Distribution->Low Voltage->Premise Attachment) will be Software provided as well as asset attribute and location information (e.g., Weeks 6-11 pole height, conductor clearances).  The 3D model will be highly interactive and have an extensive library of visualization which can be user- configured to meet the requirements of a specific job function. The integrated software platform will be able to provide enhanced vegetation management, clearance and pole asset condition management; and precise asset identification and geolocation capture to support activities such as GIS conflation. Vegetation Management  Software will provide inspection and risk analysis reporting of Weeks 6-11 vegetation encroachments onto the distribution and transmission network according to CPS Energy defined requirements.  The 3D network model identifies network pole spans and classifies line conductors by voltage, for which varying risk profiles may be established.  Management Software will provide conductor simulations that account for thermal expansion, wind movement, and electrical ionization/arcing characteristics.  Based on the established risk profile for a given conductor, proximity zones are modeled around the network objects (e.g., conductors, spans, poles) to identify vegetation encroachments and calculate associated attributes such as clearance distances and encroaching vegetation volume. The Software will provide this information as layers through its visualization library which, combined with analytics, will provide visual context for targeted risk identification.

 Network risk can be visualized by span or by vegetation risk zones in order to identify patterns, which allow utilities to prioritize mitigation response. Reports of vegetation analytics can filter and assess risk so that treatment can be prioritized—or deferred—to align with strategic management programs.  The Work Management Software will have functionality to predict growth at the individual tree level and trend analysis.  Software will report various location and measurement information depending on the network asset being analyzed. The analytics provided will identify risks identified relative to CPS Energy’s specific requirements. Asset Condition/Hazard Identification  Software will provide a Conductor Clearance to Ground Assessment Report including each conductor’s proximity to the Weeks 6-11 ground. All risks are identified relative to CPS Energy’s specific requirements.  Software will provide a Pole Characteristic Assessment Report that identifies the height and lean angle for each individual network pole along with the height of any foreign attachment.  Company will provide support, training, workshops and documentation for the CPS Energy business requirements, Support, training, and establishment, setup, and utilization of the Work Management documentation Weeks 12- Software. 15  Company will provide access training for Web portal, and Work Management software.  Company will provide the following: o A highly experienced and qualified project team with expertise in geospatial data acquisition and processing, vegetation management, GIS conflation, asset management, and project management. Reporting and project o A local project representative. management. Weeks 12- o A project schedule and milestones. 15 o A web-ex associated with analyzing production reports and project updates. o A final report and Benefits Realization Plan  The final report will be an on-site presentation to CPS Energy Executive team.

7. Acceptance Criteria. In addition to the requirements set forth in the Agreement, the Services and/or Deliverables are subject to the following Acceptance Criteria: Phas Category Description e Company will provide on-site training sessions for CPS Energy identified end-users. Pilot Data Start-up and 1 Mobilization Company will provide an electronic copy of a user guide describing the features of the software solution. Company will provide a project schedule and milestones. Company will provide supporting documentation on the process of the Data Acquicition including the aircraft, the data collection equipment, and the corresponding flight plans. Pilot Data Acquicition Company will provide supporting documentation on the 2 Complete completion of the Data Acquicition process. If, during the data processing portion of this project, any abnormal condition is detected that looks somewhat hazardous, an Abnormal Findings Report will be generated and sent to the appropriate CPS Energy field representative. Company shall provide a quality assurance process. CPS Energy end-users are able to log into the web portal and access data files. Pilot Data Quality 3 CPS Energy end-users are able to log into Work Assurance Completed Management Software solution platform and acess 3D network model. Company shall provide a field survey review to verify accuracy of the data. Company will provide an electronic copy of Asset Condition and Hazard Identification Reports and Vegitation Management Reports to include unsafe network issues pertaining to failed structures or attachments, vegetation encroachment, and unsafe conductor clearances. Company will conduct an onsite presentation of completed Pilot Final Report and pilot network coverage, relevant statistical analysis, and 4 Benefits Realization key findings along with a concise report describing the Plan technology and business benefits. After delivery, all data and support materials, final delivery and subsequent work produced by the Respondent becomes property of CPS Energy who will own all exclusive rights the data. This data may not be shared outside of CPS Energy without written approval from either CPS Energy legal or executive management teams.

8. Acceptance Process. Unless otherwise agreed by both parties in writing, CPS Energy will accept Deliverables following this process: a. Company will present the Deliverables to CPS Energy for review and approval. b. CPS Energy will review the Deliverables and provide Company feedback within five (5) business days. c. Company will revise the Deliverables and re-submit the updated Deliverables to CPS Energy within two (2) business days. d. CPS Energy will approve the Deliverables within two (2) business days.

9. Fees. The fees for the Services and the Deliverables are as follows:

Phase Description Cost 1 Pilot Data Start-up and Mobilization 2 Pilot Data Acquicition Complete 3 Pilot Data Quality Assurance Completed 4 Pilot Final Report and Benefits Realization Plan Total Cost Final Price for Completion of LiDAR Pilot

10.Payment Schedule. Company agrees to the following payment terms, including any milestone payments or other conditions related to payments as set forth herein:

Phase Deliverable / Service 1 Pilot Data Start-up and Mobilization 2 Pilot Data Acquicition Complete 3 Pilot Data Quality Assurance Completed 4 Pilot Final Report and Benefits Realization Plan TOTAL

11.Additional Warranties. In addition to any warranties stated in the Agreement for Deliverables or Services, Company gives the following additional warranties, if any, specific to this SOW: None

12.Term. The Term set forth in the Agreement shall govern this SOW, unless a Special Term is set forth below: The Initial Term of this SOW shall commence on the date of last signature below and continue for a term of one (1) year. The parties, in writing, may agree to renew the SOW for a successive term, the length of which shall be mutually agreed upon by the parties, but in no event shall exceed one (1) year.

13.Insurance. Minimum Insurance Requirements. Company agrees to carry and keep insurance in full force during the Term of this SOW sufficient to fully protect CPS Energy from all damages, claims, suits and/or judgments including, but not limited to, errors, omissions, violations, fees and penalties caused or claimed to have been caused by, or in connection with the performance or failure to perform under the Agreement by Company, Company’s agents or employees, a Company Subcontractor, or its agents or employees. The minimum amount of insurance as required shall be in accordance with Addendum A titled “Minimum Insurance Requirements.” Company’s insurance shall be primary to and non-contributory with any self-insurance and/or insurance maintained by CPS Energy. Should the Minimum Insurance Requirements of CPS Energy change, Company shall be notified in writing and Company shall have sixty (60) days to meet the new requirements. Should the new requirements add materially to Company’s cost, Company should notify CPS Energy and request adjustment in Company’s compensation.

14.Expenses. Unless otherwise approved by CPS Energy in writing in advance, Company shall bear all of its expenses in connection with the performance of the Services and development and delivery of the Deliverables. Notwithstanding the foregoing, the following expenses shall be deemed pre-approved: Travel Related Expenses as set forth in Addendum D.

15.Primary Contacts. The following persons will be the primary contacts for the Parties as it relates to this SOW.

CPS ENERGY Senior Director Director – Transmission and Engineering & Asset Distribution Asset Management Management Name: Richard Medina Name: George Tamez Phone Number: 210-353-2507 Phone Number: 210-353-4678 Email Address: [email protected] Email Address: [email protected] COMPANY [Title] [Title] Name: Name: Phone Number: Phone Number: Email Address: Email Address: [Title] [Title] Name: Name: Phone Number: Phone Number: Email Address: Email Address:

16.Other Requirements or Special Conditions (if applicable):

17.Amendment. All changes to the terms of this SOW, including any change in the scope of Deliverables or Services, modification of the description or due date of the Deliverables or Services, or a change in fees due shall be subject to the Change Authorization Order process set forth in the Agreement.

18.Authorization. Each party represents and warrants that all consents or approvals required of third parties (including, but not limited to, its Board of Directors or partners) for the execution, delivery and performance of this SOW have been obtained and that each Party has the right and authority to enter into and perform its covenants contained in this SOW.

19.Addenda. The following selected addenda shall be attached hereto, if applicable, and incorporated herein by reference:

Addendum A: Minimum Insurance Requirements

Addendum B: Business Questionnaire

Addendum C: Subcontracting

Addendum D: Guideline for Business Travel Expenses

Addendum E: Specifications

Addendum F: Materials

Exhibit A: Change Authorization Order

Signature Page Follows] The City of San Antonio, acting by and through City Public Service Board

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