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Southwest Gas Corporation

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Description Page No.

Prepared Direct Testimony of Jose L. Esparza Jr. 1 Tab 10

1 IN THE MATTER OF SOUTHWEST GAS CORPORATION DOCKET NO. 20-02___

PREPARED DIRECT TESTIMONY OF JOSE L ESPARZA JR.

ON BEHALF OF SOUTHWEST GAS CORPORATION

FEBRUARY 26, 2020

2 Table of Contents Prepared Direct Testimony of Jose L Esparza Jr.

Description______Page No.

I. INTRODUCTION ...... 1

II. PROJECT GOVERNANCE AND OVERSIGHT ...... 3

III. SOFTWARE PROJECTS PREVIOUSLY DISALLOWED IN DOCKET NO. 18- 05031...... 6

IV. THE SOFTWARE PROJECTS/PURCHASES IN EXCESS OF $1 MILLION THAT CLOSED TO PLANT SINCE THE CERTIFICATION PERIOD IN THE COMPANY’S LAST GENERAL RATE CASE...... 13

Appendix A – Summary of Qualifications of Jose L Esparza Jr.

Exhibit No.___(JLE-1)

Exhibit No.___(JLE-2)

Exhibit No.___(JLE-3)

Exhibit No.___(JLE-4)

Exhibit No.___(JLE-5)

Exhibit No.___(JLE-6)

Exhibit No.___(JLE-7)

Exhibit No.___(JLE-8)

Exhibit No.___(JLE-9)

Exhibit No.___(JLE-10)

Exhibit No.___(JLE-11)

Exhibit No.___(JLE-12)

3 1 Southwest Gas Corporation Docket No. 20-02___ 2

3 BEFORE THE PUBLIC UTILITIES COMMISSION OF

4 Prepared Direct Testimony of 5 Jose L Esparza Jr

6 I. INTRODUCTION

7 Q. 1 Please state your name and business address.

8 A. 1 My name is Jose L Esparza Jr. My business address is 5241 Spring Mountain

9 Road, , Nevada 89150.

10 Q. 2 By whom and in what capacity are you employed?

11 A. 2 I am employed by Southwest Gas Corporation (Southwest Gas or Company) and

12 oversee the Company’s Information Services (IS) and Customer Engagement

13 function. My title is Senior Vice President Information Services and Customer

14 Engagement.

15 Q. 3 Please summarize your educational background and relevant business

16 experience.

17 A. 3 My educational background and relevant business experience are summarized in

18 Appendix A to this testimony.

19 Q. 4 Have you previously testified before any regulatory commission?

20 A. 4 No.

21 Q. 5 What is the purpose of your prepared direct testimony in this proceeding?

22 A. 5 To provide an overview of the project governance and oversight for approved

23 enterprise technology-related capital projects that are included in the Company’s

24 revenue requirement including to provide testimony supporting the

25 reasonableness and prudence of the software projects previously disallowed for

26 1 27 4 1 recovery in Docket No. 18-05031 and software projects/purchases that are in

2 excess of $1 million that have closed to plant in service since the certification

3 period in the Company’s last general rate case (GRC).

4 Q. 6 Please summarize your prepared direct testimony.

5 A. 6 My prepared direct testimony consists of the following key issues:

6  Provide an overview of the project governance and oversight for all technology-

7 related capital projects.

8  The reasonableness and prudence of the previously disallowed software

9 projects.

10  The reasonableness and prudence of six software projects/purchases that

11 have closed to plant in service since the certification period in the Company’s

12 last GRC.

13 Q. 7 Please describe why you are the person most knowledgeable about the

14 matters that are presented in your testimony.

15 A. 7 I am currently responsible for the Company’s IS function as well as the Enterprise

16 Project Management Office (EPMO), and as such I am familiar with the EPMO

17 functions and the IS capital projects presented for cost recovery in this case. In

18 addition to being the Senior Officer over IS and the EPMO, in my prior positions

19 as Director and Vice President I have served in numerous project management

20 governance leadership roles to ensure projects are managed properly and

21 delivered within the time frames and budget outlined in their project

22 documentation.

23 . . .

24 . . .

25 . . .

26 2 27 5

1 II. PROJECT GOVERNANCE AND OVERSIGHT

2 Q. 8 Please describe the project governance structure and oversight process at

3 Southwest Gas for technology-related capital projects.

4 A. 8 Southwest Gas maintains an EPMO to support technology-related capital

5 projects, a Portfolio Review Board (PRB) and Portfolio Advisory Council (PAC) to

6 centralize the governance of processes, tools, and resources to maximize the

7 business value of these capital projects. Southwest Gas also maintains a staff of

8 dedicated business analysts and project managers, and has developed project

9 management frameworks and processes to support each project. The Company

10 promotes Project Management Professional (PMP) certifications for EPMO

11 employees and consultants with the title of Project Manager in order to validate

12 the core competencies of those managing some of the company’s largest

13 initiatives.

14 The EPMO is founded on standards and practices from the Project

15 Management Institute (PMI) as a basis for its project governance. PMI is globally

16 recognized as a non-profit organization that creates the standards for project and

17 portfolio management practices that are written in the Project Management Book

18 of Knowledge (PMBOK), used to certify project management professionals. The

19 PMBOK provides guidance on project governance and includes specified criteria

20 to determine the appropriate project organizational structure.

21 Some other notable features associated with the Company’s EPMO project

22 management include:

23 o Each project is sponsored by a Company executive and typically

24 maintains a governance structure consisting of a Steering Committee,

25 Oversight Committee, a dedicated project manager from the EPMO, and

26 3 27 6

1 a project team.

2 o Each project will undertake a planning phase for purposes of identifying

3 the key objectives, governance structure with associated stakeholders,

4 scope, budget, duration, staffing decisions including system implementor

5 selection (if applicable) and need to hire other potential contractors, and

6 the identification of all project deliverables through project completion.

7 o Each project follows standard Southwest Gas procurement guidelines in

8 the evaluation and selection of the system implementation partner and

9 platform solution.

10 Q. 9 Please further describe the PRB and the PAC?

11 A. 9 The PRB is a resource to help improve and standardize policies, practices, and

12 tools to facilitate project portfolio management for significant capital and O&M

13 projects meeting the specified criteria for review. The PRB is a committee

14 consisting of director level company stakeholders that play an essential role in the

15 proposal review, capacity planning and tracking of enterprise portfolio projects.

16 The PRB serves the PAC as a technical resource to the council specifically

17 to provide recommendations on the initiation, planning, and maintenance of the

18 project portfolio. PRB members are the “Gate Keepers” of proposed projects for

19 the portfolio and their responsibilities include:

20  screening preliminary project proposals and documentation

21  ensuring consistent project prioritization and ranking assessment

22  monitoring project portfolio status

23  validating portfolio reporting information

24  proposing recommendations to the PAC for improved portfolio

25 management processes, procedures, and tools.

26 4 27 7

1 The PRB convenes periodically to assess project proposals, monitor the

2 status of active projects to support the company’s financial investments, and

3 review resource capacity to determine timing to launch new projects and

4 initiatives.

5 The primary purpose of the PAC is to institute portfolio governance and

6 sustain it with disciplined oversight. To that end, the PAC builds and maintains a

7 portfolio based upon corporate strategies/initiatives, risk profile and capital

8 distribution as determined by senior management. In addition, the PAC brings

9 together influential company leaders in conversation with each other to explore

10 and evaluate the business rationale and justification for requested projects. The

11 PAC also evaluates project requests against Company objectives and promotes

12 innovations in project and portfolio management. The PAC has ultimate authority

13 to oversee the management of major capital projects. They promote decision

14 transparency, standardized policies, accountability, and buy-in. A copy of the

15 PRB and PAC charters are attached hereto as Exhibits Nos.__ (JLE-01) and (JLE-

16 02), respectively.

17 Q. 10 Does Southwest Gas use contractors for certain EPMO projects?

18 A. 10 Yes, it frequently uses contractors for resource flexibility based upon the need of

19 the project. As mentioned above, considerations for system implementors and

20 other supplemental contractors are typically identified in the planning phase of a

21 project. Enterprise Resource Planning (ERP) system projects generally require

22 specialized technical and functional skills. Many ERP implementations require

23 subject matter expertise in systems integration, business process, and software

24 configuration. In many instances those skills are not readily available locally and

25 may vary according to the solution selected for implementation. The amount of

26 5 27 8

1 time that a consultant works on a project depends on the consultant’s role, scope

2 complexity, timeline, deliverables, and completion date. Consultant invoices and

3 timesheets are ultimately reviewed and validated by internal personnel

4 responsible for the project.

5 Q. 11 Has the oversight for technology-related capital projects materially

6 changed.

7 A. 11 No. The Company’s EPMO was established on the following principles: 1)

8 established governance mechanisms; 2) dedicated project managers; 3)

9 developed project management frameworks and processes. The Company has

10 experienced transition, growth, a strong desire to continually improve the

11 customer experience, and a need to upgrade technology that is necessary to

12 serve our customers. The process and framework around technology-related

13 capital projects remained constant throughout these changes. Specific to this

14 case, I provide testimony in support of the five software projects previously

15 disallowed for recovery in Docket No. 18-05031 and the software

16 projects/purchases in excess of $1 million that have closed to plant in service

17 since the certification period in the Company’s last GRC.

18 III. SOFTWARE PROJECTS PREVIOUSLY DISALLOWED IN DOCKET NO. 18-05031.

19 Q. 12 Please discuss the Commission’s previous disallowance of software

20 projects in Docket No. 18-05031.

21 A. 12 In Docket No. 18-05031, the Company presented five software projects for

22 recovery through general rates that were challenged. Those projects are (1) the

23 FSM Program, (2) the FOMS Phase I – Customer Service Project, (3) the FOMS

24 Phase II – Work Management Project, (4) the GIS Migration Project, and (5) the

25 Web Content Management Project.

26 6 27 9

1 The Commission disallowed 100 percent of the costs associated with these

2 projects, but indicated that Southwest Gas may again seek recovery of the costs

3 associated with the projects in a future general rate case.1 With the exception of

4 the GIS Migration Project, Southwest Gas resubmits these projects for recovery

5 of costs incurred.

6 Q. 13 Why is Southwest Gas not resubmitting the GIS Migration Project for cost

7 recovery?

8 A. 13 The GIS Migration Project is fully amortized.

9 The FSM Program

10 Q. 14 Please describe the FSM Program.

11 A. 14 The FSM Program or Financial Systems Modernization Program was

12 implemented to modernize and replace the Company’s legacy general ledger and

13 budgeting systems. Prior to the implementation of the FSM Program, Southwest

14 Gas used the Walker General Ledger software system that was implemented in

15 1986. After nearly 30 years of use, Southwest Gas needed to replace that system

16 to leverage improvements made in the software industry with respect to financial

17 systems for organizations of this magnitude. The Company brought in PWC as an

18 experienced partner to develop of a roadmap for a structured approach to

19 modernizing the company’s financial systems. The Company recognized the risk

20 associated with the replacement of an obsolete general ledger and assigned a

21 fully-dedicated Program Director to lead the software implementation with a

22 contracted qualified Program Manager. The project team followed standard

23 Company procurement procedures when conducting a formal Request for

24

25 1 See Docket No. 18-05031, Modified Final Order at Paragraph 627. 26 7 27 10

1 Proposal (RFP) to receive professional services from vetted System Implementer.

2 All processes were documented and retained for review.

3 Implementation of the FSM Program resulted in numerous benefits including

4 the elimination of the risk associated with maintaining an obsolete in-house

5 supported general ledger, improved financial and operational reporting

6 capabilities, increased process efficiency, and automated controls for additional

7 security. In addition, a copy of the Project Charter is attached hereto as Exhibit

8 No. __ (JLE-03).

9 Q. 15 Why did Southwest Gas undertake the FSM Program project?

10 A. 15 As described in the Program Charter, the system was nearly 30 years old and by

11 replacing it with a new system it was anticipated to result in reduced risk by moving

12 from an aging, unsupported 1980s system to a stable, upgradeable integrated

13 technology platform. The FSM Program consolidated the Company’s then-

14 existing financial systems onto an integrated platform. For example, prior to the

15 FSM Program, the Company’s budget system software was limited to basic data

16 gathering while consolidation, reporting and analysis of the budgets all had to be

17 performed using separate spreadsheets outside of that system. The FSM

18 Program also resulted in improvements in the supply chain processes, enhanced

19 financial and operational reporting, improved contract management, advanced

20 security control capabilities and automated accounting processes.

21 Q. 16 What was the total cost of the FSM Program?

22 A. 16 The total cost of the project was approximately $18 million, and the unamortized

23 net balance being proposed for recovery in this case is approximately $10.3

24 million (before allocation).

25 . . .

26 8 27 11

1 THE FOMS PHASE I – CUSTOMER SERVICE PROJECT

2 Q. 17 Please describe the FOMS Phase I – Customer Service Project (FOMS Phase

3 I Project)?

4 A. 17 In 2009, Southwest Gas embarked on an effort to analyze what new options might

5 be available in Work Management specifically the customer service arena. This

6 was the result of limitations in the operation of the Company’s legacy work

7 management solution – Mobile Service. The legacy Mobile Service work

8 management system was installed in approximately 2003. The asset

9 management process had become cumbersome as a result of increasing

10 requirements to collect compliance information related to work orders. Southwest

11 Gas deployed the asset management portion of Logica’s solution that provided

12 the functionality to track installation of assets and managed the compliance

13 related activities for those assets. The underlying technology of Mobile Service

14 was aging and was determined to be a risk since it could not accommodate the

15 compliance level data required going forward. The Company determined that a

16 single vendor, integrated solution for both Work Management/Compliance and

17 Customer Service Dispatching would be in the best interest of process efficiencies

18 for Southwest Gas. As a result, Logica’s Asset Resource Management (ARM)

19 suite of products was selected. Like the FSM Program governance model, added

20 a layer of project by assigning a fully dedicated Project Director to oversee the

21 project team. In addition, a copy of the Project Charter and Project Definition

22 Document is attached hereto as Exhibit No.__ (JLE-04).

23 Q. 18 Why did Southwest Gas undertake the FOMS Phase I Project?

24 A. 18 As further described in the Project Definition Document, the implementation of the

25 FOMS Phase I project addressed a key component of customer service by

26 9 27 12

1 introducing a more efficient method of assigning and distributing work orders and

2 customer service assignments to our field staff. The system also provided an

3 added benefit of linking asset records to compliance level activities performed on

4 those assets as well as providing an integrated solution for work management and

5 customer service dispatching. The newly implemented ARM suite added

6 customer scheduling efficiencies, enhanced field communications, and improved

7 tracking and reporting of compliance documentation for mitigate potential safety

8 risks through planned maintenance activities.

9 Q. 19 What was the total cost of the FOMS Phase I Project?

10 A. 19 The total cost of the project was approximately $13 million, and the unamortized

11 net balance being proposed for recovery in this case is approximately $4.3 million

12 (before allocation).

13 THE FOMS PHASE II – WORK MANAGEMENT PROJECT

14 Q. 20 Please describe the FOMS Phase II – Work Management Project (FOMS

15 Phase II Project)?

16 A. 20 The FOMS Phase II Project was initiated to mitigate several issues in the legacy

17 Work Management System (WMS) including components of the system that were

18 becoming unsupported, the aging of the internally developed construction

19 management scheduling tool, lack of functionality provided by the WMS system

20 and the vendor’s resistance to making necessary enhancements. The FOMS

21 project offered a single comprehensive solution while adding significant

22 functionality, such as automated and optimized scheduling, flexibility to implement

23 enhancements to increase customer satisfaction and ability to enhance the

24 system to meet regulatory requirements and enhance the customer experience.

25 In addition, a copy of the Project Charter and Project Definition Document is

26 10 27 13

1 attached hereto as Exhibit No.__ (JLE-04). As this project was Phase II of the

2 FOMS Phase I Project, the projects shared a Project Charter and Project

3 Definition Document.

4 Q. 21 Why did Southwest Gas undertake the FOMS Phase II Project?

5 A. 21 As further described in the Project Definition Document, the implementation of the

6 FOMS Phase II project addressed construction work that is considered “long

7 cycle” work for pipeline and service replacements. The new system provided a

8 more efficient method of assigning and distributing work orders and tracking

9 compliance requirements for our field staff, including leveraging new

10 functionalities such as real-time communications and automated scheduling and

11 dispatch. The new software also interacts with the Company’s Esri mapping

12 software an provides a visual representation of the Company’s pipeline facilities

13 for employees and contractors in the field. To enhance safety and reliability, the

14 software also provides field access to Company construction standards.

15 Q. 22 What was the total cost of the FOMS Phase II Project?

16 A. 22 The total cost of the project was approximately $9.8 million, and the unamortized

17 net balance being proposed for recovery in this case is approximately $4.4 million

18 (before allocation).

19 THE WEB CONTENT MANAGEMENT PROJECT – PHASE II

20 Q. 23 Please describe the WCM Project?

21 A. 23 Phase II of the Web Content Management (WCM) Project implemented the Oracle

22 Corporation’s WebCenter Sites solution. The primary objective of the WCM is to

23 allow Southwest Gas to publish content in a timely and efficient manner. The

24 project team selected a System Implementer to provide the necessary expertise

25 to assist with the implementation. The project team worked closely with the

26 11 27 14

1 selected vendor to ensure successful implementation of the product. The project

2 team established an effective methodology to create and manage multiple

3 websites/content with a unified “look and feel”. A copy of the Project Charter and

4 Project Definition Document is attached hereto as Exhibit No.__ (JLE-05).

5 Q. 24 Why did Southwest Gas undertake the WCM Project?

6 A. 24 Prior to the implementation of WCM Project, Southwest Gas did not have a web

7 content manager for its external website swgas.com. Multiple types of content

8 existed on the external facing site such as news releases, site maps, streaming

9 video, rebates, events, forms etc.). In addition, the “MyAccount” site provided the

10 customer with Billing and Payment information from the mainframe-based

11 Customer Information System. A 3rd-party hosted WCM solution was in place for

12 Southwest Gas’s microsite (swgasliving.com). During the course of the project,

13 content was migrated from swgas.com and swgasliving.com to the new WCM.

14 The WCM Project provided an efficient and effective system that not only fit the

15 requirements of the external web environment at Southwest Gas, but also

16 provided robust website authoring and creative and administrative capabilities to

17 enable web administrators and content contributors an effective methodology to

18 create and manage multiple websites’ content with relative ease and security.

19 This provided a platform to help ensure customers received improved

20 communications and streamlined internal processes to help provide the best and

21 latest information and service to customers in a timely manner.

22 Q. 25 What was the total cost of the WCM Project – Phase II?

23 A. 25 The total cost of the project was approximately $3.5 million, and the unamortized

24 net balance being proposed for recovery in this case is approximately $629,000

25 (before allocation).

26 12 27 15

1 IV. THE SOFTWARE PROJECTS/PURCHASES IN EXCESS OF $1 MILLION THAT

2 CLOSED TO PLANT SINCE THE CERTIFICATION PERIOD IN THE COMPANY’S

3 LAST GENERAL RATE CASE.

4 Q. 26 In addition to the previously disallowed software projects, is Southwest Gas

5 seeking recovery for the costs incurred for other software

6 projects/purchases that closed to plant since the certification period in the

7 Company’s last GRC?

8 A. 26 Yes. The Company is seeking recovery for the technology-related work orders

9 that closed to plant since August, 2018, which was the end of the certification

10 period in the Company’s last GRC. Attached as Exhibit No. __ (JLE-06) is a list

11 of all technology-related work orders greater than $100,000 in total costs that

12 closed to plant since August, 2018. Below, I provide further discussion on each

13 of the projects or initiatives where the costs incurred were greater than $1 million.

14 PROJECT NEXUS

15 Q. 27 Please describe Project Nexus.

16 A. 27 Project Nexus was designed to: 1) enhance the customer experience; 2) reduce

17 calls to the Company’s call center by providing self-service methods; 3) increase

18 efficiency by reducing occurrences of rescheduling appointments due to the

19 customer not being at the premise when the Company’s service technician

20 arrives; 4) provide seamless omnichannel customer experience, which is being

21 demanded by customers. To that end, Project Nexus is comprised of six work

22 orders that have closed to plant in service since the certification period in the

23 Company’s last rate case:

24  NEXUS SEW Self Service Accelerator (0061W0005325) – The NEXUS SEW

25 Self Service Accelerator is a customer engagement mobile platform that

26 13 27 16

1 provides self-service capabilities to Southwest Gas customers. The

2 Accelerator helps customers enjoy a seamless multi-channel experience by

3 providing end-to-end process automation for customer interactions. The

4 Accelerator powers the Southwest Gas mobile app, a digital tool which

5 customers had requested. The Accelerator automates customer notifications

6 via emails, text messages, mobile app push notifications

7  NEXUS Agent Desktop (0061W0004363) – The NEXUS Agent Desktop

8 technology centralizes customer information to provide the Company’s call

9 agents a deeper view of customer interactions and account data to aid in the

10 servicing of customer inquiries.

11  NEXUS Customer Facing Mobile App (0061W0004360)- The Mobile App

12 provides an enhanced level of customer service to customers. It provides an

13 added service option to customers who prefer to use apps to manage their

14 accounts and make payments. Customers also benefit from prompt outage

15 notifications via this app.

16  NEXUS Service Order Notification (0061W0004359)– The NEXUS Service

17 Order Notification technology allows Southwest Gas to proactively provide

18 customers with service updates (related to service turn-on, turn-off –

19 appointment confirmation, appointment reminder) via automated, process-

20 triggered text messages, automated phone calls, and/or emails.

21  NEXUS Hybris Marketing (yMKT) (0061W004364) – The Nexus Hybris

22 Marketing solution allows for support of Service Order Notifications and Self-

23 Service Accelerator. The software functions as a repository to store and

24 organize the transactional data (text messages, emails, etc.) in Project Nexus

25

26 14 27 17

1 to allow for targeted customer communications, such as safety messaging,

2 outage management and other customer service-related communications.

3  NEXUS Reclass & Security Enhance (0061W0005143) – The NEXUS Reclass

4 & Security Enhance software allowed for the functionality needed to meet

5 customer expectations for information in the app and texting communications.

6 The software provides security enhancements that upgraded the Southwest

7 Gas technical infrastructure to accommodate secure communication channels

8 between Southwest Gas and its customers. The NEXUS Reclass & Security

9 Enhance implementation also provided the customer with the option of opting-

10 in to receive communications via text.

11 Q. 28 Why did Southwest Gas undertake Project NEXUS?

12 A. 28 As described above, Project NEXUS was necessary because the Company

13 needed additional technology to interact with our customers in a seamless way

14 that has ultimately enhanced and improved their experience with the Company.

15 At the time, the Company’s technology and interaction options lagged. For

16 example, Project NEXUS developed the Company’s mobile application for iOS

17 and Android devices which allows for access and functionality consistent with the

18 Company’s web-based MyAccount. Prior to Project NEXUS, the Company did

19 not have a mobile application for customer interaction that allowed for access to

20 and functionality with the customer’s account.

21 Project NEXUS also did more than develop Southwest Gas’ mobile

22 application. The project also included software that provides the pertinent account

23 information for a customer onto a single screen for Southwest Gas customer

24 representatives. Prior to Project NEXUS, customer service representatives would

25 have to toggle between different screens to interact with the customer. Project

26 15 27 18

1 NEXUS created a screen that allows customer service representatives to access

2 the key customer data from a single screen. With the goal of minimizing the

3 amount of time a customer must wait for a service call, the project also included

4 a technology that allows for Southwest Gas to provide customers with automated

5 service updates.

6 A copy of the Charter for Project NEXUS is attached hereto as Exhibit No.__

7 (JLE-07).

8 Q. 29 Has this been previously presented to the Commission?

9 A. 29 No.

10 Q. 30 What was the total cost of the Project NEXUS?

11 A. 30 The total cost of the project was approximately $9.6 million, and the unamortized

12 net balance being proposed for recovery in this case is approximately $8.5 million

13 (before allocation).

14 OLTE Replacement Project

15 Q. 31 Please describe the OLTE Replacement project as well as the purpose of

16 the project?

17 A. 31 The OLTE Replacement Project (0061W0002738), also known as Project

18 HourGlass, modernized the 30-year old DOS-based employee time-tracking

19 system. The legacy OLTE was obsolete and lacked flexibility when responding to

20 compliance changes in the industry. The old system required a lot of manual

21 intervention for reporting information on employees. The new HourGlass system

22 provided user-friendly capabilities for employee time-off requests, employee

23 schedules entry, and data analytics. The HourGlass system integrates well with

24 most Human Resource and Payroll systems to streamline data transfer to support

25 business functions.

26 16 27 19

1 Q. 32 Why did Southwest Gas undertake the OLTE Replacement project?

2 A. 32 The OLTE Replacement project eliminated the risk of an inflexible, 30-year old

3 system that could no longer keep up with the speed of changes in industry

4 compliance requirements. The old system made compliance with state

5 regulations challenging from a tracking and reporting of employee time

6 perspective. The new system also better supports the requirements of a varied

7 location and mobile workforce. The new system also enhanced employee

8 efficiencies by providing a modern-day interaction (simplified layout and ability to

9 use a mouse) compared to the DOS-based interaction of the old system. A copy

10 of the Project Charter is attached hereto as Exhibit No. __ (JLE-08).

11 Q. 33 Has this project been presented to the Commission?

12 A. 33 No.

13 Q. 34 What was the total cost of the OLTE Replacement project?

14 A. 34 The total cost of the project was approximately $2.3 million, and the unamortized

15 net balance being proposed for recovery in this case is approximately $1.5 million

16 (before allocation).

17 VMware Licenses for VDI and NSX

18 Q. 35 Please describe what VMware licenses for VDI and NSX are and what the

19 purpose of this purchase serves?

20 A. 35 The Company purchased software licenses for Virtual Desktop Infrastructures

21 (VDIs) and software defined networking (NSX) (0061W0004332). The VDI

22 software licenses provide secure access to Company data by employees and

23 contractors from any location with an internet connection (work, in the field, home,

24 traveling, etc.). Additional capacity at the Switch data center in Southern Nevada

25 was purchased to support the additional VDIs (0061W0004876). The connections

26 17 27 20

1 are secured through a Virtual Private Network which is an encrypted path between

2 the end user’s computer and the location of the data. This secures the data in

3 transit. The VDIs provide further security insofar as the data is not stored on the

4 end users’ computer to mitigate the potential risk of an unauthorized data

5 exfiltration. VDIs run on servers and storage in the data center. The additional

6 VDI licenses that were purchased also required more computing resources. More

7 servers and extra storage capacity were procured to accommodate these new

8 VDIs.

9 VMware is virtualization software that allows for the consolidation of physical

10 servers and desktops. Multiple servers and desktops can be run on one physical

11 server using VMware software. NSX is the software-defined networking and

12 security platform for VMware. It provides the ability to programmatically create

13 networks for both virtual servers and virtual desktops. This is similar to the way

14 you would use switches and routers for physical networks. NSX can create

15 networks across data centers, private and public clouds, applications, and

16 containers. These networks can be provisioned quickly through automation to

17 remove manual tasks. NSX can also provide security for the virtual environment.

18 Security policies can be defined to create virtual firewalls, segmentation, intrusion

19 detection, and anti-virus. Both the network configuration and security policy are

20 attached to a virtual server or desktop and stay with it throughout its lifecycle. This

21 means wherever a virtual server or desktop is moved, the network and security

22 move with it. NSX also provides segmentation abilities. Virtual servers and

23 desktops can be segmented so they can be protected from lateral movement

24 within the data center. This means one virtual desktop or server cannot access

25 another one without authority. This can help prevent viruses or hackers from

26 18 27 21

1 moving around within the data center.

2 Q. 36 Why did Southwest Gas purchase the VDI and NSX software licenses?

3 A. 36 As stated above, the software licenses enhance the Company’s ability to perform

4 work by providing for secure access to the Company’s data from any location with

5 an internet connection. Without the VDI licenses, contractors and employee

6 access to Company data would be limited to time at the Company’s offices on a

7 Company-issued computer. In addition, without the VDI licenses, Southwest Gas

8 would need to provide contractors with Company-issued computers to access

9 Company data. VDIs also assist the Company with disaster recovery and field

10 operations insofar as employees can access Company data in the field or where

11 stationed for disaster recovery.

12 As noted above, the NSX licenses provide security for the virtual

13 environment by allowing for the creation of virtual firewalls, segmentation,

14 intrusion detection, and anti-virus.

15 Q. 37 Was the purchase of the VDI and NSX licenses part of a project?

16 A. 37 No. The purchase of the VDI and NSX licenses were not part of a project, thus

17 no Charter was prepared. Instead, the purchase of the licenses is discussed in

18 the license justification memorandum attached hereto as Exhibit No.__ (JLE-09).

19 Q. 38 Has this been previously presented to the Commission?

20 A. 38 No.

21 Q. 39 What was the total cost of the purchase?

22 A. 39 The total cost of the project was approximately $2.6 million, and the unamortized

23 balance being proposed for recovery in this case is approximately $1.9 million

24 (before allocation).

25 . . .

26 19 27 22

1 GTS Purchasing Module

2 Q. 40 What is the GTS Purchasing Module and what was the purpose of the

3 project?

4 A. 40 Southwest Gas’ legacy GTS is a software application developed in-house over

5 twenty years ago to manage the nomination, confirmation, and scheduling of the

6 Company’s annual system throughput. Additionally, GTS provides settlement

7 functions for gas commodity and transportation costs, transportation customer

8 billing, processes that support regulatory filings for gas cost recovery, internal and

9 external financial accounting, and reporting functions. The GTS Purchasing

10 Module Enhancement Project (0061W0001012) was to rewrite a module for the

11 Purchasing subsystem (GASAQT) which is designed to support activities such as

12 Gas Acquisition, Gas Scheduling, and Settlements. Specifically, the GTS

13 Purchasing Module Enhancement Project created software to match the current

14 procedures to purchase, nominate and confirm natural gas supplies.

15 The software interacts with the Company’s upstream interstate pipelines’

16 systems and allows Southwest Gas to nominate and confirm gas supplies with

17 those upstream pipelines for the Company’s customers. Through the software,

18 the upstream pipelines’ systems return to Southwest Gas scheduled quantity

19 amounts of natural gas, which, subsequently are reduced to a settlement between

20 Southwest Gas and the company that Southwest Gas purchased the natural gas

21 supplies from. The updated module part of the software is currently used by the

22 Company for gas acquisition, scheduling and settlement. A copy of the Project

23 Charter and Project Definition Document is attached hereto as Exhibit No.__ (JLE-

24 10).

25

26 20 27 23 1 Q. 41 Why did Southwest undertake the GTS Purchasing Module project?

2 A. 41 The project provided Southwest Gas with the ability to appropriately interact with

3 the Company’s upstream interstate pipelines’ systems and schedule, acquire and

4 settle gas purchases. The Company’s old system is nearing obsolescence, has

5 limited functionality that is not aligned with today’s current business processes,

6 and lacks the ability to quickly adapt to changes in technology to keep up with

7 industry requirements. As noted, the updated module portion of the software is

8 currently used by the Company for gas acquisition, scheduling and settlement.

9 Q. 42 Has this been previously presented to the Commission?

10 A. 42 No.

11 Q. 43 What was the total cost of the GTS Purchasing Module project?

12 A. 43 The total cost of the project was approximately $2 million, and the unamortized

13 net balance being proposed for recovery in this case is approximately $1.2 million

14 (before allocation).

15 Video Conferencing Equipment Initiative

16 Q. 44 What was the Video Conferencing Equipment Initiative and what was the

17 purpose?

18 A. 44 In early 2017, Southwest Gas launched an initiative to expand internal

19 communication capabilities and collaboration via video conferencing equipment

20 (0061W0003622). The Company operates natural gas systems and has offices

21 in , and Nevada. Commonly, employees in one state will work

22 with employees in another state or with the corporate offices, which are located in

23 Las Vegas, Nevada. The Company implemented tools to leverage the network

24 infrastructure to support collaboration across service territories and to increase

25 communication efficiencies. The project developed a standardized support model

26 21 27 24

1 for video equipment as well as a repeatable process for material sizing to augment

2 future meeting areas.

3 Q. 45 Why did Southwest Gas undertake the Video Conferencing Equipment

4 Initiative?

5 A. 45 As noted above, The Video Conferencing Equipment Initiative was to further

6 facilitate internal communication and collaboration. The equipment is intended to

7 reduce or avoid the time and cost associated with certain travel; connect

8 dispersed staff without the need to travel and optimize attendance at meetings.

9 The equipment is essential for the large-scale projects such as CDMI. Under such

10 scenarios, the project teams are able to provide visual representation across all

11 of the Company’s service territories at the same time.

12 Q. 46 Was the purchase of the Video Conferencing Equipment Initiative part of a

13 project?

14 A. 46 No. The purchase video conferencing equipment was not part of a project; thus

15 no Charter was prepared. Instead, the purchase of the equipment is discussed in

16 the Request for Quote that was used to solicit offers from potential suppliers which

17 is attached hereto as Exhibit No.__ (JLE-11).

18 Q. 47 Has this been previously presented to the Commission?

19 A. 47 No.

20 Q. 48 What was the total cost of the Video Conferencing Equipment Initiative?

21 A. 48 The total cost of the project was approximately $1.9 million (before allocation).

22 Wireless and Network Modernization Initiative (WNMI)

23 Q. 49 What was the purpose of the WNMI?

24 A. 49 Southwest Gas kick-off a series of initiatives to enhance and reinforce wireless

25 and network capabilities for improved communications and operability. The WNMI

26 22 27 25

1 was comprised of infrastructure and software improvements to promote business

2 continuity while minimizing service interruption. The following provides a

3 description of the improvements that laid the foundation for a reinforced

4 technology infrastructure to improve available connectivity and communication.

5  Wireless Modernization Project (WMP) (0061W0002908): The WMP set the

6 stage for the implementation of the company-wide wireless improvement

7 efforts. This project completed a detailed architectural design for company-

8 wide wireless plans; IP address structures for company websites, and the plan

9 for server structures. Architectural designs were created and implemented to

10 provide guest server portals to protect company information by separating

11 external users from the production environment. The WMP also involved the

12 purchase and installation of wireless access points at Corporate and Southern

13 Nevada and the purchase and configuration of software throughout the

14 Company’s service territories.

15  The Network Lifecycle Refresh (NLR) Initiatives: The NLR expanded the roll

16 out of the improvement of the wireless network to the Company’s other

17 locations and also included regularly scheduled network replacement

18 equipment to strengthen connectivity and expand Wi-Fi coverage, and

19 enhance network performance at all Company locations, including the

20 Company’s corporate offices and Southern Nevada locations. The network

21 equipment replaced pursuant to the NLR included switches, routers, cabling,

22 and wireless access point (at those locations that were not replaced through

23 the WMP). For tracking and reporting purposes, the NLR contained separate

24 work orders created for each division and corporate- Northern Nevada

25

26 23 27 26 1 (0024W0004801), Southern Nevada (0021W0004802) and Corporate

2 (0061W0004815).

3  Switches (0021W0004077): This work order involved the purchase and

4 installation of of hardware switches for the wireless and network expansion

5 efforts in the Southern Nevada.

6  PBX Replacement and WiFi Implementation: The PBX Replacement and WiFI

7 Implementation involved the replacement of the aging Avaya PBX phone

8 system with a new Voice over IP (VoIP) system for all company offices. This

9 included installation and configuration of the new system, new phone lines,

10 new desk phones, and set up of emergency calling. Similar to the NLR, this

11 initiative contained separate work orders for each division and corporate –

12 Northern Nevada (0024W0004470), Southern Nevada (0021W0004469) and

13 Corporate (0061W0004325).

14  F5 Lifecycle Refresh – H1 (0061W0004907): The F5 is an application delivery

15 controller, and it performs multiple jobs including load balancing the traffic

16 between application servers as well as load balancing between data centers.

17 The F5 is used to send customer communications through the closest data

18 center when accessing the company web site. Another primary function of the

19 F5 is the use of its Web Application Firewall (WAF). Regular firewalls look at

20 IP addresses and ports. The WAF looks at the type of traffic and determines if

21 it’s normal for the type of application that is running. The F5 learns the normal

22 traffic and blocks any abnormal traffic. The lifecycle refresh replaced the old

23 hardware with new hardware.

24

25

26 24 27 27

1 Q. 50 Why did Southwest Gas undertake the WNMI

2 A. 50 The Company is heavily reliant on the network to conduct business. The Wi-Fi

3 coverage in most offices was nonexistent or of poor, intermittent quality. From

4 the corporate offices to the division operational centers, connectivity to the

5 Company’s network enables employees and contractors to access Company data

6 and provide safe and reliable service to our customers. The WNMI allows them

7 to perform their responsibilities more efficiently.

8 With respect to the replacement of network equipment, the normal lifecycle

9 replacement of network equipment is 5 or 6 years. The replacement of network

10 equipment optimized the system performance of the Company’s Wi-Fi and other

11 networked systems. In addition, the new routers and related components allows

12 the Company to handle emergency call even if the network is down. The

13 replacement of the networking equipment also enhances the Company’s security

14 by allowing for network segmentation.

15 The purchase of the equipment, software and improvements related to the

16 WNMI is further discussed in the documents attached hereto as Exhibit

17 No.__ (JLE-12).

18 Q. 51 Has this been previously presented to the Commission?

19 A. 51 No.

20 Q. 52 What was the total cost of the WNMI?

21 A. 52 The total cost of the WNMI was approximately $4.9 million (before allocation).

22 Q. 53 Does this conclude your prepared direct testimony?

23 A. 53 Yes.

24

25

26 25 27 28

APPENDIX A SHEET 1 OF 1

SUMMARY OF QUALIFICATIONS JOSE LUIS ESPARZA, JR.

Mr. Esparza is the Senior Vice President/Information Services & Customer

Engagement of Southwest Gas Corporation. His responsibilities include Information Services,

Enterprise Project Management Office, Energy Solutions, Customer Engagement, Corporate

Communications, and Call Center functions.

In his position, Mr. Esparza is responsible for aligning business and digital strategies and overseeing the strategic applications of digital solutions that further company goals. He is also responsible for developing policies and providing leadership for customer-facing functions related to overall customer experience, digital solutions, education and communications, call center operations, and customer relations.

Mr. Esparza began his career with Southwest Gas in 1996 as a meter reader in the

Central Arizona Division. Following the completion of his undergraduate degree, he transitioned into the government affairs department and held various positions with increasing responsibilities: Specialist/Government Affairs/ Central Arizona Division in 2004;

Administrator/Corporate Public Affairs 2005; Manager/Corporate Public Affairs in 2009. He then transitioned to leading customer-facing functions and was promoted to Director/Energy

Services and Corporate Communications in 2011; Vice President/Energy Solutions in 2012;

Vice President/Customer Engagement in 2018. He was then promoted to his current position as Senior Vice President/Information Services & Customer Engagement in 2019.

Mr. Esparza holds a Bachelor of Arts degree in Political Science and an Executive

Master of Business Administration degree from Arizona State University. He also dedicates his time as a board member for the Arizona Restaurant Association, Energy Solutions Center, and West Valley Child Crisis Center.

29 EXHIBIT NO.___(JLE-1) PAGE 1 OF 5  Version 1.6 August 28, 2019

  

        

Portfoliortfolio Review BoBoarda CharterCharter

30 EXHIBIT NO.___(JLE-1) PAGE 2 OF 5  Version 1.6 August 28, 2019

Contents

Executive Summary ...... 0 What is the Portfolio Review Board? ...... 1 PRB Mission ...... 1 PRB Authority ...... 1

PRB Roles and Responsibilities ...... 2 Membership ...... 2 Procedures ...... 2 Responsibilities - General ...... 2 Responsibilities - Portfolio ...... 3

i

31 EXHIBIT NO.___(JLE-1) PAGE 3 OF 5

Executive Summary Customer expectations, industry demands, and technology advancements continue to require the need for agility and responsiveness to organizational changes. The Southwest Gas mission is to enrich the lives of our customers and employees by providing a safe and reliable gas service. Our mission can be achieved through the selection, prioritization, and successful implementation of enterprise projects. A structured and well-defined Project and Portfolio Management (PPM) Governance helps to promote alignment with Company strategic objectives while mitigating financial risk. PPM provides value to the organization by supporting Company core values such as customer service excellence, financial stewardship, portfolio quality assurance, and safety. The centralized governance of projects, programs, resources, and processes helps to maximize the business value of the Company enterprise project portfolio. PPM provides the governance and tools to support:

x Demand Management x Financial Management x Portfolio Health Management x Value Management x Reporting Analytics x Communication

What is the Portfolio Review Board? The Portfolio Review Board (PRB) is a resource comprised of cross-functional company stakeholders. The PRB supports the governance and standardization of processes, practices, and tools to facilitate PPM for enterprise capital and O&M projects and/or programsǤŠ‡•‡”˜‡•–Š‡‘”–ˆ‘Ž‹‘†˜‹•‘”› ‘— ‹ŽȋȌƒ•–Š‡Dz ƒ–‡‡‡’‡”•dz‘ˆ’”‘’‘•‡†’”‘Œ‡ –•ˆ‘”–Š‡‡–‡”’”‹•‡’‘”–ˆ‘Ž‹‘Ǥ

PRB Mission The PRB strives to align the enterprise project portfolio with the Company Mission: …to enrich the lives of customers and employees within our Southwest communities by providing safe and natural gas service.

PRB Authority The PRB operates under the authority and direction of the PAC. The PAC reserves the right of final approval for decisions and recommendations on the enterprise PPM.

1

32 EXHIBIT NO.___(JLE-1) PAGE 4 OF 5

PRB Roles and Responsibilities

Membership PRB membership is determined by the PAC and should include the following:

x Accounting – one representative x Administration – one representative x Engineering Staff – one representative x Information Services (IS) – one representative x Operations – one representative x Regulatory – one representative x Other Key Stakeholder – one representative

The PAC will appoint a chairperson who shall serve for a one-year term in January that may be renewed for no more than two consecutive terms unless otherwise deemed necessary. The Portfolio Manager will act as scribe to summarize and post meeting minutes. The EPMO Director will attend meetings and act in an advisory role. With the permission of the membership, others may be invited to attend, observe, or contribute to meetings and activities.

Procedures The PRB will meet monthly or as needed and agreed to by the membership.

Quorum x A quorum is required for the membership to hold a meeting. x A quorum shall be defined as any number greater than ½ of the voting membership. x To constitute a quorum, one member or proxy in attendance must be from IS.

PRB Attendance x To vote on project approval, a PRB member must either be present at the meeting or remote via telephone. No proxy votes without attendance are allowed.

Responsibilities - General The Portfolio Manager will develop the meeting agenda with input from the PRB Chair and EPMO Director. An agenda will be provided to PRB members prior to the meeting date. The Portfolio Manager will arrange meetings and organize materials required to facilitate decision-making by the PRB.

Another PRB member will assume the responsibilities of the chairperson when the chairperson is unavailable.

The Portfolio Manager will record and publish summaries of major issues discussed, decisions, and action items. These meeting minutes will be distributed to all PRB members within 5 days of the meeting.

The chairperson will represent the PRB as a member of the PAC.

2

33 EXHIBIT NO.___(JLE-1) PAGE 5 OF 5

Responsibilities - Portfolio PRB members assume the following portfolio responsibilities: x Screen proposed projects and determine portfolio eligibility x Assess proposed project documentation for accuracy and funding x Categorize and prioritize new projects x Periodically review the portfolio o Identify project relationships and dependencies o Work with the PAC and EPMO to assist with project conflict resolution o Monitor overall progress and key developments of significant projects x Participate in discussions of portfolio quality assurance x Reconcile the portfolio project inventory to align with the I/S 3-year budget plan

3

34 EXHIBIT NO.___(JLE-2) PAGE 1 OF 5 Version 1.3 July 10, 2017

PORTFOLIO ADVISORY COUNCIL Charter

This charter establishes the Portfolio Advisory Council which serves to lead and promote the Project Portfolio Management Processes of Southwest Gas Corporation.

Purpose of the Portfolio Advisory Council

The primary purpose of the Portfolio Advisory Council (PAC) is to institute portfolio governance and sustain it with disciplined oversight. To that end, the PAC will build and maintain a portfolio based upon corporate strategies/initiatives, risk profile and capital distribution as determined by senior management.

In addition, the PAC brings together influential company leaders in conversation with each other to explore and promote innovations in project and portfolio management, and to oversee the management of major capital projects. They promote decision transparency, accountability, & buy-in.

The PAC will promote the use of standardized policies, practices and tools to facilitate the management and prioritization of significant capital and O&M projects within its purview.

Why is a Portfolio Advisory Council needed?

Utilities, government agencies, and private and public corporations all face the challenge of meeting numerous high priority needs with constrained resources. Project portfolio management practices provide a methodology for approving and monitoring a portfolio of projects in order to manage the risk involved in accomplishing the desired objectives, and strengthen the alignment of the portfolio to the company’s goals.

Faced with growing demands, increasing complexity of implementations, and a diverse array of priorities, the PAC (and the PRB under guidance of the PAC) evaluates potential projects in the context of overall strategic priorities.

The PAC approves portfolio management standards, policies and procedures developed and recommended by the Portfolio Review Board (PRB). With improved portfolio management practices, the Company is better able to produce a portfolio of projects that more effectively, reliably and efficiently delivers results that optimally address the company’s objectives.

Page 1 35 EXHIBIT NO.___(JLE-2) PAGE 2 OF 5 Version 1.3 July 10, 2017

Authority

The PAC is a cross-functional, decision-making and oversight group, composed primarily of senior executives. They are the owners of the project portfolio. The PAC operates under the expressed authority of the President, and the PAC operates and exercises its authority as a whole. No individual member, committee or task force can act unless authorized by the PAC.

Subordinate to the Portfolio Advisory Council is the Portfolio Review Board.

Final approval for decisions and recommendations for major portfolio management policy or procedural changes shall reside with the Portfolio Advisory Council. The PAC can, and has the authority to, override PRB decisions.

Membership

Membership is by appointment by the CEO or designate, and should include Officers representing the following functional areas:

• Finance or Accounting • Division Operations • IS • Engineering Staff • Regulatory • The Chair of the Portfolio Review Board • Other functional VPs as needed/appointed

The Portfolio Manager is also a member but does not have voting rights.

The Portfolio Manager will act as scribe to summarize and post meeting minutes.

With the permission of the membership, others may be invited to attend, observe or contribute to meetings and activities.

Procedures

The Portfolio Advisory Council will meet quarterly or as needed and agreed to by the membership.

Where voting is required, each member will have one vote, with the exception of the Portfolio Manager who has no vote.

Page 2 36 EXHIBIT NO.___(JLE-2) PAGE 3 OF 5 Version 1.3 July 10, 2017 • Quorum o A quorum is required for the membership to hold a meeting; a quorum shall be defined as any number greater than ½ of the voting membership.

• Chairperson o The membership will select a chairperson who shall serve for a one year term ending in January that may be renewed; o The Chairperson of the Portfolio Review Board cannot serve as Chairperson of the PAC; o Another PAC member, who is a voting member, will assume the responsibilities of the chairperson when the chairperson is unavailable; o The chairperson will seek consensus in the PAC but may, where considered necessary, call for a vote in which event the decision of an ordinary majority of the PAC shall prevail.

• Portfolio Manager o The Portfolio Manager will develop the meeting agenda with input from the chairperson. An agenda will be provided to all PAC members prior to the meeting date; o The Portfolio Manager will also arrange meetings and organize materials required to facilitate decision-making by the PAC; o The Portfolio Manager will record and publish a summary of major issues discussed, decisions, and action items. These meeting minutes will be distributed to all PAC members within five days of the meeting. Meeting minutes and a schedule of events will also be posted on the website, once a website becomes available.

PAC Responsibilities - General

Foster a project portfolio management philosophy that is state-of-the-art, comprehensive, and consistently applied; foster a culture of improvement and of candid internal disclosure of project information.

Select and prioritize projects based upon corporate strategic and tactical objectives, and optimize the portfolio to ensure maximum utility.

Provide input to the Budget Review Committee.

PAC Responsibilities – Portfolio

Determine standards and parameters by which to assess projects for worthiness and priority.

Set the project portfolio mix/balance based upon the company’s planned business strategies.

Page 3 37 EXHIBIT NO.___(JLE-2) PAGE 4 OF 5 Version 1.3 July 10, 2017 Provide portfolio policy guidance.

Periodically review the portfolio for: • Alignment with corporate strategy and goals • Overall portfolio health • Viability of each project • Prioritization of projects • Resource availability • Changes to the portfolio since the last review • Balancing of short term and long term goals • Balancing of risk

Work with the Portfolio Review Board to resolve priority, conflicts and dependency issues.

Consider and resolve appeals to any challenged Portfolio Review Board decisions.

Responsibilities – Projects

Encourage company-wide adherence to repeatable project management processes and standards.

When a qualified project manager is not available, work with the Portfolio Review Board and the project sponsor to determine whether to delay the project, re- prioritize other projects, or to contract for outside project management expertise.

Monitor overall progress and key developments of significant projects.

Intermittently, have the PRB conduct independent reviews of projects and project management processes, and implement changes as required. The Chairperson of the PRB will report the findings of the independent reviews to the PAC.

Participate in discussions of quality assurance review results with project manager, project sponsor, Oversight Committee, and, if appropriate, the project Steering Committee.

Responsibilities – Communication

The Portfolio Advisory Council is responsible for maintaining regular communication with the following:

• Portfolio Review Board – Through the PRB Chairperson, who is a member of the PAC, the PRB can receive regular direction and feedback.

• Sr Management – Through the following:

Page 4 38 EXHIBIT NO.___(JLE-2) PAGE 5 OF 5 Version 1.3 July 10, 2017 o The portfolio dashboard, published periodically o Updates, periodically, on: . The portfolio mix, heath, risk, . Significant projects, . Policy and project recommendations, and/or . Project or portfolio issues.

• Others – Broad organization presentation of PAC activities, as deemed necessary.

Page 5 39 EXHIBIT NO.___(JLE-3) PAGE 1 OF 35

Financial Systems Modernization

Program Charter

Southwest Gas Corporation [Confidential if applicable] [For Internal Use only if applicable] July 09, 2014 ©2000 - 2005 Method123 Ltd. All rights reserved 40 EXHIBIT NO.___(JLE-3) PAGE 2 OF 35 Financial Systems Modernization Program Charter

Document Control

Document Information Information Prepared by Wayne Biernacki File Name Program Charter Financial Systems Modernization.doc Project ID P13006 Method 123 owns the copyright for the use of this document Copyright Notice template

Document History Version Date Changes 0.1 07/07/2014 Draft Complete 1.0 09/08/2014 Final Version with recommended edits

Document Review Version Review Date Reviewer 0.1 07/18/2014 FSM Team Leads 0.1 07/24/2014 Program Oversight Committee 0.1 07/24/2014 Program Steering Committee

Document Approvals Role Name Signature Date Project Sponsor Roy Centrella Email signature on file 07/24/2014 Program Director David Randall Email signature on file 07/24/2014 Program Manager Wayne Biernacki Email signature on file 07/24/2014 Brad Harris, Matthew Email signature on file August Helmers, Theodore Wood 2014 Richard Fetveit, Chris Sohus, Program Oversight Fran Huchmala, Lisa Wamble Committee Byron Williams, Marilyn McGinnis, Sharon Braddy- McKoy, Lori Colvin Greg Peterson, Justin Brown, Email signature on file August Program Steering Ed Janov Jr., Roy Centrella, 2014 Committee Ken Kenny, Eric DeBonis, Anita Romero

41 Southwest Gas Corporation Page i July 9, 2014 EXHIBIT NO.___(JLE-3) PAGE 3 OF 35 Financial Systems Modernization Program Charter

Table of Contents 1 EXECUTIVE SUMMARY...... 1 2 PROGRAM DEFINITION ...... 1 2.1 BACKGROUND ...... 1 2.1.1 CURRENT STATE ...... 1 2.1.2 ROADMAP ...... 2 2.1.3 PRIMARY SYSTEMS INTEGRATOR SELECTION ...... 2 2.1.4 BOARD APPROVAL ...... 3 2.2 BUSINESS OBJECTIVES ...... 3 2.3 PROGRAM GUIDING PRINCIPLES ...... 4 2.4 SCOPE ...... 4 2.5 ORGANIZATIONAL CHANGE MANAGEMENT AND KNOWLEDGE TRANSFER ...... 6 2.6 APPLICATION SUPPORT TRANSITION ...... 6 2.7 HIGH LEVEL APPLICATION DIAGRAM ...... 7 2.8 FINANCIAL PLAN ...... 8 3 PROGRAM ORGANIZATION ...... 9 3.1 GOVERNANCE ...... 9 3.2 PROGRAM MANAGEMENT APPROVAL MATRIX ...... 9 3.3 KEY ROLES ...... 10 3.4 TEAM STRUCTURE ...... 12 3.5 RESPONSIBILITIES ...... 12 3.5.1 SPONSOR AND SPONSOR DELEGATE ...... 12 3.5.2 STEERING COMMITTEE ...... 13 3.5.3 OVERSIGHT COMMITTEE ...... 13 3.5.4 PROGRAM DIRECTOR ...... 14 3.5.5 PROGRAM MANAGER...... 15 3.5.6 PROJECT MANAGER ...... 16 3.5.7 TEAM LEADS ...... 17 3.5.8 TEAM MEMBERS ...... 18 3.5.9 SUBJECT MATTER EXPERTS (SME) ...... 19 3.6 SUPPORT FORUMS ...... 19 3.6.1 PROJECT MANAGEMENT OFFICE ...... 19 3.6.2 IS ARCHITECTURE / INFRASTRUCTURE REVIEW ...... 19 3.6.3 CONTRACT ADMINISTRATION ...... 19 3.6.4 IS ORACLE FORUM ...... 20 3.6.5 VENDOR SUPPORT ...... 20 3.7 STAKEHOLDERS ...... 20 3.8 RESOURCE PLAN ...... 21 4 IMPLEMENTATION PLAN/PROJECT APPROACH ...... 21 4.1 METHODOLOGY AND APPROACH ...... 21 4.2 PROGRAM AND PROJECT MANAGEMENT ...... 21 4.3 SYSTEM INTEGRATOR APPROACH ...... 22 4.4 PROGRAM TIME LINE ...... 22 4.5 MILESTONES ...... 23 4.6 SCOPE CHANGE MANAGEMENT ...... 24 4.6.1 SCOPE CHANGE MANAGEMENT PROCESS ...... 24 4.6.2 SCOPE CHANGE APPROVAL ...... 24 4.7 QUALITY MANAGEMENT ...... 25 4.7.1 QUALITY PLANS ...... 25

42 Southwest Gas Corporation Page ii July 9, 2014 EXHIBIT NO.___(JLE-3) PAGE 4 OF 35 Financial Systems Modernization Program Charter

4.7.2 TESTING TOOLS ...... 26 4.8 RISK MANAGEMENT ...... 26 4.8.1 LESSONS LEARNED ...... 26 4.8.2 ACTIONS TAKEN FROM LESSONS LEARNED FINDINGS...... 2 7 4.8.3 PROGRAM RISKS ...... 27 4.9 ISSUE/ACTION ITEM/DEFECT MANAGEMENT ...... 27 4.9.1 ISSUE DEFINITION: ...... 27 4.9.2 ISSUE ESCALATION LEVELS ...... 28 4.9.3 DEFECT MANAGEMENT ...... 29 4.10 COMMUNICATION MANAGEMENT ...... 29 4.11 PROGRAM COMPLETION CRITERIA ...... 29 5 PROGRAM CONSIDERATIONS ...... 31 5.1 ASSUMPTIONS ...... 31 5.2 CONSTRAINTS ...... 31 5.3 DEPENDENCIES ...... 31

43 Southwest Gas Corporation Page iii July 9, 2014 EXHIBIT NO.___(JLE-3) PAGE 5 OF 35 Financial Systems Modernization Program Charter

1 Executive Summary The Financial Systems Modernization Program was initiated to replace the Company’s legacy general ledger system and consolidate existing corporate financial systems onto an integrated platform. The program aims to consolidate and streamline core financial, supply chain and application support processes and functions, and enhance them to leverage the capabilities that come with new system functionality. Projects managed under the program include but are not limited to the following: x Implementation of the Oracle General Ledger (GL) led by Frank Nichols. x Modernization of Oracle E-Business Suite (EBS) supply chain applications led by Ryan Darwick. x Modernization of Oracle EBS human resource applications led by Bonnie Spencer. x Modifications to Powerplan to integrate the new Chart of Accounts (COA) led by Frank Nichols. x Implementation of Oracle Advanced Controls led by Sandy Terrin. x Rationalization and modernizing reporting led by Jordan Coons. x Implement a new bank reconciliations system to replace Walker Reconciliations (RECON) (Lead TBD). x Implementation of a new budget system, led by Chris Madsen with PM support provided by Robbin Sanchez.

These projects will all be managed to achieve the primary business objectives of the program, which include reducing the risks of operating unsupported technologies, improving reporting options, process improvements and automating controls. This program is critical to ensuring that the current and future needs of the business continue to be met and will require a significant commitment of dedicated internal resources, combined with experienced consultants and system integrators with proven methodologies and track records.

2 Program Definition 2.1 Background

2.1.1 Current State The financial systems can be decomposed into the following components: x The Walker General Ledger system implemented in 1986, runs on an IBM mainframe, and is no longer supported by the vendor. x The Walker RECON system is a custom built add-on to the Walker General Ledger system and supports the performance of bank reconciliations, positive pay validation, unclaimed property notifications, state reporting and reissue of deposit refund checks.

44 Southwest Gas Corporation Page 1 July 9, 2014 EXHIBIT NO.___(JLE-3) PAGE 6 OF 35 Financial Systems Modernization Program Charter

x The Budget System was developed in-house in 1987. System functionality is limited to basic data gathering while consolidation, reporting and analysis are performed using spreadsheets. x Southwest Gas Corporation’s (SWG) current supply chain and human resource applications run on a stable Oracle EBS 12.1 platform. ¾ The Oracle supply chain modules were implemented as stand-alone customized applications in 1999. Many of the customizations were brought forward in the subsequent upgrades. These customized modules do not leverage the native functionality and built-in integrations and have made ongoing maintenance and upgrades complex and costly. ¾ Oracle Human Resource applications were implemented in 2002 with minimal customizations. x The On-line Time Entry (OLTE) mainframe-based system was developed internally in 1992 to capture employee time on a biweekly basis. x PowerPlan (v10.4) was implemented in 2008-2010 for fixed asset accounting and work order management. SWG also uses the Tax Repairs, Power Tax, Tax Provisions, and the Depreciation Study modules. x Financial reporting is heavily dependent on manual data gathering and use of spreadsheets. Modern reporting tools and platforms are not fully utilized.

2.1.2 Roadmap In late 2013, SWG conducted an eight-week, consultant-led engagement (Financial Systems Roadmap) to develop a roadmap to replace its aging general ledger and budget systems and update its COA. During that engagement, SWG outlined a program to transform its business processes related to accounting, finance and supply chain to better position the company in the future. Following the roadmap, in November 2013 the Financial Systems Modernization Program was given approval to move forward with the initiation to conduct peer discovery calls, identify SWG project resources and complete an RFI and RFP process to select a System Integrator (SI).

2.1.3 Primary Systems Integrator Selection It was envisioned during the roadmap that several of the projects that would constitute the program would be led by one SI. With this in mind, the selection project to identify the primary SI was initiated in December 2013. The subsequent vendor selection process was guided by the objectives of the program. The selection process considered industry and application experience, fit of the proposed vendor team, the proposed solution and cost. The scores of the final vendor were validated via client reference calls, and Treasury Services performed a financial analysis. The results of the process were approved by the Steering Committee, and Infosys was selected as the program’s primary SI.

45 Southwest Gas Corporation Page 2 July 18, 2014 EXHIBIT NO.___(JLE-3) PAGE 7 OF 35 Financial Systems Modernization Program Charter

Program budgetary estimates prepared during the roadmap were refined during this process in preparation for Board approval.

2.1.4 Board Approval The business drivers, resource requirements, scope and timeline were presented to the Board of Directors on May 7, 2014. At that time, the program was authorized to proceed with a $19 Million budget. 2.2 Business Objectives The purpose of this program is to modernize the Company’s financial processes and supporting systems to better position the Company for the future. The main objectives of the program are: x Eliminate the risk of obsolescence related to the Company’s aging general ledger, bank reconciliation and budget systems x Improve financial and operational reporting capabilities x Provide a self- service, reporting and analysis platform x Establish a single source for reliable, accurate financial information x Reduce reliance on IS for reporting x Streamline Oracle EBS and budget related processes x Reduce existing Oracle EBS customizations x Leverage out-of-the-box features and reduce customizations x Increase process efficiency x Enable time for more value-added activities

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x Improve Controls x Automate controls including Access and Segregation of Duties x Manage configurations and system changes x Enable controls related to data quality and governance 2.3 Program Guiding Principles The program will adhere to the following guiding principles, established during the roadmap, reinforced during project initiation and governed by the program’s change control process. x Leverage investment in existing software vendors, utilizing software and features that have been purchased, but not deployed. x Enable scalable system architecture, supporting enhancements, integration and growth. x Minimize future customization, reducing total cost of ownership. x Utilize automation / system integration, supporting standardization and efficiencies. x Organize around a “platform” and rationalize any new best-of-breed solutions. 2.4 Scope The broad scope of this program includes the modernization of the technology and processes that impact the financial systems of SWG and the upgrading of the Oracle infrastructure and the related business functions. The preliminary scope includes the following: x Re-implement Oracle EBS with General Ledger ¾ Redesign COA ¾ Replace Walker RECON ¾ Reconfigure PowerPlan x Redesign Business Processes: ¾ Accounting ¾ Corporate Planning ¾ Application Support ¾ Supply Chain o Inventory Management o Purchasing o Contract Administration

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o Accounts Payable x Implement Capital and O&M budget systems x Implement Oracle Advanced Controls: ¾ Automate and document SOD and SOX controls ¾ Configuration management ¾ Preventative governance on data quality and transaction tolerances x Implement OBIEE: ¾ Transactional Reporting ¾ Out-of-the-box analytics using OBI Apps for Finance, HR, & SCM x Assess Additional Oracle Modules: ¾ iSupplier ¾ Supplier Lifecycle Management ¾ Sourcing ¾ Time and Labor

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2.5 Organizational Change Management and Knowledge Transfer At the program level, an external Organizational Change Management (OCM) firm will be engaged to ensure that business and application support functions are properly trained and prepared to adopt new processes and support the new system. The OCM firm will provide deliverables like the following:

Additionally, each project in the program will contain Training and Knowledge Transfer planning, monitoring and effectiveness assessments to ensure the adoption of the new processes and technology. Examples of deliverables expected from each project include the following (excerpt from final Primary SI SOW):

Training Deliverables Knowledge Transfer Deliverables Learning Needs Analysis Knowledge Transfer Plan Training Strategy Knowledge Repository Training Plan Knowledge Transition Checklist Training Schedule Knowledge Transition Dashboard Training Curriculum Draft Knowledge Transition Schedule Training Prototype Readiness Assessments Storyboard Train the Trainer Materials End User Training Materials Training Feedback document

2.6 Application Support Transition As part of the scope of this project, the application support structure, including roles and responsibilities to be used when the application is in production, will be defined and documented. The existing support structures will be reviewed and redesigned as needed to optimize processes required for long-term support of the newly deployed financial systems. The actual tactical transition to post-go-live support will be accompanied by detailed cutover plans, executed mock cutovers and business readiness assessments.

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2.7 High Level Application Diagram The program will impact the business application systems depicted below. Key financial integrations will be built or reconstructed with the implementation of the Oracle modules as well as new planning, reporting, reconciliation and controls systems.

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2.8 Financial Plan The following table summarizes the preliminary budget for the program:

TOTAL Oracle EBS: Contractor Labor: Infosys $ 8,475,000 PowerPlan (TBD) 700,000 PwC Advisory 1,047,187 Change Management (TBD) 1,075,000 Project Management 1,113,540 Total Contractor Labor $ 12,410,727

Backfill Labor - Internal $ 484,000 Backfill Labor - Contractor (IA) 480,000 Software (TBD) 1,101,000 Hardware - Pre-Project Oracle Training 161,896 Total Oracle ERP $ 14,637,623

Budget System: System Implementer (TBD) $ 800,000 Software (TBD) 1,071,000 Backfill Labor (Internal) 106,000 BPM Partners 82,000 Total Budget System $ 2,059,000

Other (AFUDC, Contingency, Etc.) $ 2,303,377

$ 19,000,000

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3 Program Organization 3.1 Governance The following chart outlines key roles, responsibilities and decision-making authority related to program governance. Each of the projects identified in the program will be governed in a consistent manner, using the same Steering and Oversight Committees, or a subset thereof. Each project may require a separate project team.

3.2 Program Management Approval Matrix The following table summarizes program management’s responsibilities for approving key program decisions and deliverables: Deliverable Sponsor Steering Oversight Program Committee Committee Leadership Program Charter Approve Approve Approve Key Vendor Selection Approve Approve Approve Program Resource Plan Approve Approve Approve Communications Plan Approve Review Review Change Management Plan Approve Review Review Approve (Scope, Time & Cost Impacts) Risk Management Plan Approve Approve Approve Test Strategy and Plan Review Approve Data Conversion Plan Review Approve Information Management Plan Review Approve

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Training Plan Review Approve Key Project Deliverables Approve Business Readiness Plan Approve Approve Approve Quality Gate Reviews Review Approve Go/No-Go Decisions Approve Approve Approve 3.3 Key Roles Role Name Title Department Sponsor Roy Centrella SVP/Chief Financial Officer Finance Sponsor Delegate Greg Peterson VP/Controller/CAO Controller Greg Peterson VP/Controller/CAO Controller Laura Hobbs SVP/HR & Administration Corporate Administration Ed Janov SVP/Corporate Development Corporate Development Steering Ken Kenny VP/Finance/Treasurer Treasury Services Committee (SC) Anita Romero SVP/Staff Ops & Technology Staff Operations Eric DeBonis SVP/Operations Division Operations Justin Brown VP/Reg. Affairs Reg. Affairs & Energy Res Sharon Braddy-McKoy Director/Human Resources Human Resources Lori Colvin Director/Accounting General Accounting Richard Fetveit Director/Technical SIO Technical Services Brad Harris VP/ Northern Nevada Division Division Operations Matt Helmers Manager/Operations Planning Division Operations Oversight Fran Huchmala Director/App & Tech Support Svcs Application Services Committee (OC) Marilyn McGinnis Manager/Contract Administration Contract Administration Chris Sohus VP/Southern Nevada Division Division Operations Lisa Wamble Director/Accounting Gas & Regulatory Accounting Byron Williams Director/Tax Tax Ted Wood Assistant Treasurer Treasury Services OC Auditor Greg Headlee Director/Internal Audit Internal Audit Program Director David Randall Director/Accounting Controller Program Manager Wayne Biernacki Program Manager Project Management Project Manager Laura Okey Project Manager Project Management Robbin Sanchez Project Manager Project Management Frank Nichols Manager/Accounting Control Accounting Control Ryan Darwick Admin/Contract Administration Contract Administration Bonnie Spencer Senior Analyst/Accounting Accounting Control Team Leads Chris Madsen Manager/Corporate Planning Corp Planning Financial Svcs Sandy Terrin Sr Analyst/IT Compliance & Admin IS Compliance & Admin Jordan Coons Internal Auditor II, Internal Audit Internal Audit Paresh Joshi Senior Analyst/Systems Application Services Annamarie Toms Analyst II Accounting Control Ashley Mavrogeorge Administrative Rep Human Resources Yolanda Silva Analyst II Accounting Control Team Members Cari Baalman I/T Auditor Internal Audit Deepa Varatkar Senior Analyst Corporate Planning Bob Christian Supervisor Accounting Control Jeff Carillo Supervisor External Financial Reporting

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Role Name Title Department Lisa Valerio Analyst II Internal Financial Reporting Dawn Borak Administrator Business Technology Sup Ed Daley Analyst II Business Technology Sup Kim Scott Analyst II Business Technology Sup Laura Scott Analyst II Business Technology Sup Tricia Moloney Analyst I Accounts Payable Rachel Kirkendall Supervisor Purchasing & Inventory Robert Buschow Administrator Purchasing & Inventory TBD (Aman Sharma) Weblogic Admin Technical Services Carol Milano Analyst/Systems Application Services Craig Cohen Analyst/Systems Application Services Jennifer Kane Analyst/Systems Application Services Krishnendu Deb DBA Technical Services Ashok Sarkar DBA Technical Services Peyush Chandra DBA Technical Services Andee Hughes Senior Analyst Internal Financial Reporting Ivan Holland Senior Manager Tax Jerry Vineyard Specialist Internal Financial Reporting Brian Henderson Analyst I Phx - Northern Darcy Boothe Analyst I NLV-Shatz Don Johnson Senior Analyst Corporate Planning Megan Shinen Analyst II Corporate Planning Matt Helmers Manager Division Operations Terry Molnar Administrator Payroll Belinda Thompson Supervisor CAP & Billing Control Brian Carmichael Administrator Risk Management - Tucson Cindy Zwerk Lead Storekeeper Warehouse (Tucson) Subject Matter Kelly Pudlick Sr Analyst/Bus. Tech Support Operations System Support Experts Laurie Priest Storekeeper Warehouse (NLV - Shatz) Lorie Petersen Admin/Bus. Tech Support Business Technology Sup Michelle Rekrut Supervisor Accounts Payable Natasha Williams Administrative Rep Purchasing & Inventory Starr Judie Analyst I Purchasing & Inventory Sylvia Shelly Corp Admin Coordinator Contract Administration Hugh Winesett Manager Application Services Ken Rohan Manager Technical Services Robert Elslager Analyst III Application Services Sheree Ruiz Senior Analyst/Accounting External Financial Reporting Laura Hoffman Supervisor Tax Toni Sikorski Analyst III Application Services Michael Ross Supv/Engineering Planning Systems Planning

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3.4 Team Structure

3.5 Responsibilities

3.5.1 Sponsor and Sponsor Delegate The Sponsor holds the final decision-making power to set priorities, approve the scope, and resolve project issues at the policy and strategic level and will be primarily responsible for: x Chairing the Steering Committee and associated meetings. x Guiding the project’s strategic direction to ensure corporate strategic alignment and executive support. x Making key financial and staffing decisions. x Overseeing the project budget and cost recovery strategy. x Approving change orders with a material commercial impact on the program contingency. x Communicating status, critical issues and changes to senior management and escalating issues to the CEO and Steering Committee, as required. x Completing the initial Project Prioritization and Risk Assessment matrices with the Program Director. x Working with the Program Director to establish the program organization, including Steering, Oversight and team members. x Issuing a Program Charter Memo to inform affected and interested departments and personnel about the start of the program. x Approving the Program Charter.

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x Approving project go/no go decisions x Authorizing acceptance of the final solution delivered by the project. x Approving deliverables described in the Project Charter. x Approving the long-term application support structure.

3.5.2 Steering Committee The Steering Committee has consultative decision-making rights to the Sponsor and will be primarily responsible for: x Authorizing the program management and team to proceed. x Serving as an executive level advisory committee to the Sponsor of the program and advising the Sponsor on key issues. x Supporting program staffing with appropriate internal resources. x Assisting with strategy and policy definition. x Driving broad organization-wide change management. x Providing executive communications support to the entire organization (top-down messaging). x Approving the Program Charter. x Approving project go/no go decisions x Determining the long-term application support structure.

3.5.3 Oversight Committee The Oversight Committee has consultative decision rights to the Program Director and will be primarily responsible for: x Staffing the project team with appropriately skilled employees. x Recommends to Program Director issues or changes that should be escalated to the Steering Committee and Sponsor. x Empowering and supporting decisions made by process teams. x Taking ownership of the project deliverables. x Creating service-level agreements with the departments, as needed. x Monitoring progress and priorities. x Reviewing the work performed by process teams for quality and consistency. x Advising the Program Director on issues pertaining to cross-functional process/procedural changes. x Supporting organizational change management.

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x Driving management level process changes and communications. x Acting as the communication liaison for their respective organization regarding program objectives, progress, and requests for input for requirements x Reviewing and approving the Program Charter created by the Program Manager. x Approving specific deliverables as described in the Program Charter. x Overseeing the progress of the project. x Assisting with the resolution of risks, issues, and change orders. x Providing high-level planning and coordination for the project. x Ensuring the team has everything needed to deliver successfully. x Making recommendations to Program Director and Steering regarding project issues and funding. x Confirming all project requirements and expectations have been delivered and adequately satisfied. x Recommending project go/no go decisions for major milestones. x Determining long-term application support structure.

3.5.4 Program Director The Program Director will be primarily responsible for: x Making decisions to manage and mitigate program and project level risks and issues. x Making scope change decisions recommended by the process teams or vendors that are within the boundaries of established budgets. x Making schedule change decisions that may affect major milestones but do not affect the go-live date. x Escalating issues or changes to the Sponsor. x Standardizing processes. x Facilitating the Steering Committee meetings and Sponsor updates. x Chairing the Oversight Committee meetings. x Ensuring the project is integrated with strategic direction, and corporate and external initiatives and projects. x Managing the program relationships and stakeholders. x Monitoring the OCM plan and progress. x Monitoring program progress and priorities.

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x Overseeing project-related activities, budgets, schedules and milestones. x Developing preliminary production system responsibility support matrix. x Recommending project go/no go decisions for major milestones. x Developing process strategy x Evaluating and selecting deployment options. x Coordinating communications x Determining long-term application support structure. x Ensuring Controls documentation supports sponsor certifications to the SEC.

3.5.5 Program Manager The Program Manager will be primarily responsible for: x Making decisions to manage and mitigate program and project level risks and issues. x Making non-commercial scope change decisions recommended by the process teams or vendors. x Making schedule change decisions that do not affect major milestones or the go- live date. x Managing program staff and reallocating existing resources as needed to maintain the schedule. x Escalating issues to the Program Director. x Managing vendor contracts and compliance. x Facilitating Oversight Committee meetings. x Leading daily project activities to meet project goals. x Reviewing project status from schedule, accomplishments, quality, and cost perspectives. x Prioritizing critical Project tasks. x Overseeing project activities, budgets, schedules and milestones as authorized by the Program Sponsor and Program Director. x Identifying IS requirements and dependencies. x Identifying Contract Administration requirements and adhering to established vendor management policies and agreements. x Complying with Project Management Office standards and communication updates. x Coordinating with Project Managers responsible for other initiatives.

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x Escalating issues for resolution to the Program Director and Sponsor. x Organizing training and communications with the teams to accomplish tasks and produce deliverables. x Creating and managing the OCM Plan and progress. x Undertaking the activities required to initiate, plan, execute, and close the project successfully. x Developing and selecting deployment options. x Establishing and managing program and project controls x Communicating project progress through periodic project status meetings or reports. x Validating post program completion and application owner responsibilities. x Developing and assigning project roles and responsibilities.

3.5.6 Project Manager The Project Manager will be primarily responsible for: x Making decisions to manage and mitigate project level risks and issues. x Managing the scope change process for a given project. x Making schedule change decisions that do not affect other projects in the program, major milestones or the go-live date. x Managing project staff to maintain the schedule. x Escalating issues to the Program Manager. x Managing vendor contracts and compliance. x Leading daily project activities to meet project goals. x Reviewing project status from schedule, accomplishments, quality, and cost perspectives. x Prioritizing critical Project tasks. x Managing project activities, budgets, schedules and milestones as authorized by the Program Manager. x Identifying IS requirements and dependencies. x Identifying Contract Administration requirements and adhering to established vendor management policies and agreements. x Complying with Project Management Office standards and communication updates. x Coordinating with Project Managers responsible for other initiatives.

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x Escalating issues for resolution to the Program Manager and Director. x Organizing training and communications with the teams to accomplish tasks and produce deliverables. x Managing the OCM Plan and progress. x Undertaking the activities required to initiate, plan, execute, and close the project successfully. x Developing deployment options. x Establishing and managing project controls. x Communicating project progress through periodic project status meetings or reports. x Validating post project completion and application owner responsibilities. x Developing and assigning project roles and responsibilities.

3.5.7 Team Leads The Team Leads have decision-making authority for process changes and improvements and are responsible for: x Serving as principal expert in their functional process area. x Participating in reengineering and standardization efforts. x Managing the scope, activities and deliverables of the work related to the functions involved in a given process. (First line of defense against “scope creep”) x Proactively leading, managing and monitoring their team and day-to-day work activities. x Reviewing/validating requirements, training materials, test scenarios and scripts. x Reviewing vendor deliverables and recommending changes required for acceptance. x Leading the implementation of process improvements and other related business and data governance changes. x Consulting and involving other key resources or SMEs as needed. x Making decisions and improvement recommendations that may impact people, process or systems (technology) as empowered by their management. x Undertaking all tasks allocated by the Program Manager specified in the approved schedule. x Reporting progress on the execution of tasks to the Program Manager on a frequent basis.

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x Escalating issues and risks to be addressed by the Program Manager. x Attending regularly scheduled team meetings. x Leading process area meetings with their respective teams. x Communicating project status to department and/or management. x Communicating with Oversight and Steering Committee members, as appropriate, to facilitate required decisions and changes as they relate to the program. x Recommending project go/no go decisions for major milestones.

3.5.8 Team Members The Team Members are primarily responsible for: x Owning knowledge transfer from the vendor during the implementation. x Bringing process and functional expertise to the team coupled with an understanding of the existing application(s). x Documenting business requirements. x Designing the to-be business processes. x Testing the application to ensure it meets the business needs and retaining testing documentation. x Designing and delivering training to the business community on the new processes. x Reviewing vendor deliverables and as needed recommending changes required for acceptance. x Assisting in the implementation of process improvements and other related business changes. x Consulting and involving other key resources or SMEs as needed. x Making improvement recommendations that may impact people, process or systems (technology) as empowered by their management. x Undertaking all tasks allocated by the Program Manager and Team Lead specified in the approved schedule. x Reporting progress on the execution of tasks to the Program Manager and Team Lead on a frequent basis. x Escalating issues and risks to be addressed by the Team Lead and Program Manager. x Attending regularly scheduled team meetings. x Attending process area meetings with their respective teams.

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x Communicating project status to their department and/or management. x Documenting key internal controls of the system, including analysis of control changes in relation to prior state.

3.5.9 Subject Matter Experts (SME) The SME’s are primarily responsible for: x Serving as expert in their functional process area. x Participating in reengineering and standardization efforts including participating in meetings and workshops, documenting requirements, and reviewing the design of the to-be processes, test plans, and training materials. x Reviewing vendor deliverables and as needed recommending changes required for acceptance. x Assisting with implementing improvements and other related changes. x Consulting on and involving other key resources or SMEs as needed. x Raising potential issues and risks to the Team Leads or Program Manager. x Communicating project status to their department and/or management as appropriate. 3.6 Support Forums The Program Manager will be the liaison and consult with the following forums during the program life cycle. These forums will provide feedback, recommendations, and policy guidance as needed as it relates to topics appropriate to each forum.

3.6.1 Project Management Office x Provide Program Management Methodology, Tools & Templates. x Project management support for projects on the program. x Reporting infrastructure for portfolio and status updates.

3.6.2 IS Architecture / Infrastructure Review x Forum as needed to review & vet technology decisions in play on the program. x Provide infrastructure support related to hardware and network requirements. x Assist with key program and project deliverables (i.e. Instance Management sSrategy)

3.6.3 Contract Administration x RFP support for new vendors x Contract management with existing program vendors (close out, warranty, etc.) x Drafting or consulting on new SOWs with existing vendors

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3.6.4 IS Oracle Forum x Forum to address program issues / defects that are tied to Oracle product x Facilitate design reviews related to application & technical architecture designs x Introduce external Oracle proposals to the FSM program for assessment

3.6.5 Vendor Support The Program Manager will be the primary interface for the vendors selected to participate in the program. Vendor management activities by the Program Manager include: x Contract Management x Deliverable acceptance x Scope Assessment Change Control x Staffing x Quality Control 3.7 Stakeholders Stakeholder / Group Stakeholder Interest Accounting Control High External Financial Reporting High Internal Financial Reporting High Gas and Regulatory Accounting High Accounts Payable High Payroll High Tax High Accounts Receivable High IS-Application Services Medium IS-Technical Services Medium Business Technology Support High Contract Administration High Purchasing High Inventory Management High Corporate Financial Planning and Analysis High Treasury Services High Human Resources Medium Revenue Requirements High Pricing Medium Demand Planning Low Supplier Diversity Reporting Low Division Warehouse Management High Division Construction invoicing High Call Center Processing of Deposit Check Refunds High Division Capital and O&M Budgeting High Division personnel handling Billable Damages Medium Division Preparations of performance appraisals Low Division Management of extension agreements Low

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3.8 Resource Plan The overall program duration is expected to be approximately 22 months, starting in July 2014 and concluding in April 2016. Identified Team Leads and Team Members are expected to be dedicated to the program during that time-period except for known planned work activities. SME Team Members may contribute between 25-50% of their time during the program duration. These contributions will be coordinated with the respective Team Leads. Sponsor, Oversight and Steering Committee members will participate during monthly updates, reviewing key deliverables and facilitating required business changes. This should not exceed 5% of their time during any given month over the course of the program.

Role Start Date End Date Finance Team 07/14/2014 04/30/2016 Supply Chain Team 07/14/2014 04/30/2016 Human Resource Team 08/14/2014 04/30/2016 Controls Team Lead 07/14/2014 04/30/2016 Controls Team 01/01/2015 04/30/2016 Reporting Team Lead 07/14/2014 04/30/2016 Budgets Team 0714/2014 04/30/2016 Technology Team 07/14/2014 04/30/2016 Subject Matter Experts 07/28/2014 04/30/2016

4 Implementation Plan/Project Approach 4.1 Methodology and Approach

The Primary SI for the Oracle Implementation follows a waterfall implementation approach to the Systems Development Life Cycle and this approach will be adopted by the program. x The EBS upgrade, COA redesign and GL implementation, Advanced Controls and Reporting projects will all follow this methodology. x The Powerplan COA update project will align to the key phases and times outlined in the Infosys model. x The Budgets and RECON replacement project implementation models will be defined when the software product and implementation partners are known. 4.2 Program and Project Management Projects and sub-projects defined in the program will adhere to the standards and policies set forth by the SWG PMO. Unique projects will be chartered with appropriate

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governance models established. Escalations and trigger levels to the Program Governance will be called out in each of the unique charters. 4.3 System Integrator Approach

4.4 Program Time Line The program schedule will be developed using Microsoft Project listing the key activities and timelines involved in implementing all projects in the program. The Oracle related projects are represented in the following timeline: x Powerplan efforts are expected to mirror the key milestones below. x The Budgets timeline will be confirmed once the selection process is completed. x The Recon replacement and administrative infrastructure will be coincident to the general ledger “go-live”.

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SWG Oracle Implementation – Key Activities

07/14 10/14 01/15 04/15 07/15 10/15 01/16 04/16

Requirements Gathering Milestones

Fit Gap Analysis Go Live

Functional Design Overall Project

CRP Training content creation

Technical Design Configuration and Build Data Conversion (DTC)

System Integration Testing (SIT)

Training Needs Analysis Content Development (ILT & WBT) Train the Trainer

Simulations development

User Acceptance (UAT)

End User Training

Performance Testing Cutover and Data Migration Go Live

Post Go Live Support (WS)

4.5 Milestones Milestone Description Start End Duration 1 Project Planning & Initiation 14-Jul-14 25-Aug-14 1.25 2 Business Requirement Gathering 21-Jul-14 27-Oct-14 3.25 3 Fit-gap Analysis 08-Sep-14 24-Nov-14 2.5 4 Functional Design 20-Oct-14 02-Feb-15 3.5 5 Conference Room Pilot –I (CRP) 20-Oct-14 03-Nov-14 0.5 6 Conference Room Pilot –II (CRP) 02-Feb-2015 09-Mar-15 1.25 7 Technical Design 26-Jan-15 20-Apr-15 2.75 8 Configuration and Build (BD) 23-Mar-15 29-Jun-15 3.25 9 Data Conversion (DTC) 09-Feb-15 06-Jul-15 4.75 10 System Integration Testing (SIT) - I 29-Jun-15 27-Jul-15 1 11 System Integration Testing (SIT) - II 28-Jul-15 31-Aug-15 1 12 Train the Trainer – I 30-Jun-15 07-Aug-15 1.25 13 Train the Trainer – II 14-Aug-15 28-Aug-15 0.5 14 User Acceptance (UAT) 31-Aug-15 26-Oct-15 1.75 15 Mock Run 1 25-Oct-15 31-Oct-15 0.25 16 Mock Run 2 08-Nov-15 14-Nov-15 0.25 17 End User Training 02-Nov-15 23-Dec-15 1.75 18 Performance Testing 09-Nov-15 07-Dec-15 1 Cutover (and delivery of Internal 19 07-Dec-15 04-Jan-16 1 Controls documentation to Accounting) 20 Go-Live 04-Jan-16 11-Jan-16 0.25 21 First month Support after Go Live 12-Jan-16 08-Feb-16 1 22 Second month Support after Go Live 09-Feb-16 07-Mar-16 1 23 Third month Support after Go Live 08-Mar-16 15-Apr-16 1.25 Quarter close & all deliverables 24 08-Mar-16 15-Apr-16 1.25 accepted

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4.6 Scope Change Management Scope change management at its highest levels includes defining the scope (capabilities), verification of deliverables, monitoring and controlling scope, and managing changes to approved scope. The program is authorized to modernize the Company’s financial processes and technologies and supporting Oracle systems as set forth in business objectives defined in section 2.2. Changes or new proposals made to modify or enhance the financial systems or EBS Oracle platform will be brought through the program’s change management process.

4.6.1 Scope Change Management Process Changes to the scope will be handled as follows:

4.6.2 Scope Change Approval Scope changes will be managed as follows (by program level): x Process teams are authorized to approve: ¾ Changes to processes inside their functional area that do not require customization to the technology or new technology. ¾ Resource allocations with existing team members and SMEs ¾ Schedule changes that do not impact the project schedule. ¾ Intra-team work sequencing and prioritization. ¾ Deliverable acceptance recommendations. x Program Manager is authorized to approve: ¾ Scope or functional changes that have no commercial impact to the budget. ¾ Resource allocations with existing team members and SMEs ¾ Schedule changes that do not impact a milestone. ¾ Inter-team work sequencing and prioritization. ¾ Vendor deliverable acceptance. x Program Director is authorized to approve: ¾ Scope or functional changes that do not impact contingency budget.

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¾ Process integration decisions within control of the program. ¾ Schedule changes that may impact a milestone but do not impact go-live. ¾ Extra-team work sequencing, prioritization and coordination (supported by Oversight) x Program Sponsor is authorized to approve: ¾ Scope or functional changes that impact contingency budget. ¾ Process changes external to the program (supported by Steering). ¾ Key vendor approvals. ¾ Schedule changes that impact go-live. ¾ Go/No-Go decisions. ¾ Risk mitigation plans and changes. x Oversight & Steering Committees are authorized to approve: ¾ Human resources requests. ¾ Key vendor approvals. ¾ Go/No-Go decisions. ¾ Risk mitigation plans and changes. 4.7 Quality Management

4.7.1 Quality Plans Quality will be planned, designed and built into the program. The processes defined in the following table are being implemented to ensure both the program and the respective projects will adhere to rigorous quality standards. Process Description Requirements Management Documenting, analyzing, tracing, prioritizing business requirements, controlling the changes and communicating to relevant stakeholders. A continuous process to identify a capability expected in the business outcome of the program. Testing Strategy and Plan Strategy and detailed plans defining the systematic testing of the systems and processes, including the methods, workflow, responsibilities and coverage. Unit Testing Individual testing of the smallest testable parts of module configuration and / or development objects. Systems Integration Testing Validating all software module dependencies is functionally correct. Validate that data integrity is maintained between separate modules for the entire solution. User Acceptance Testing End user testing with the goal of assessing if the system can support day-to-day business and user scenarios and meet the capabilities outlined in the requirements.

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Data Conversion Testing Verification that the data from legacy systems to be used in the new solution is mapped and / or transformed properly. Performance Testing Testing executed to determine stability and responsiveness based on specific workloads of transactions. Mock Cutover Testing Simulated go-live cutover activities which mirror the actual steps and processes to be executed during the final cutover. Quality Gates Acceptance criteria reviews that are built into the key milestones of the program.

4.7.2 Testing Tools Quality management will require test management tools to track the requirements, test cases, scripts and record the results. The program will use Quality Center by Hewlett- Packard to accomplish this. Testing automation and its potential use will be addressed in the Testing Strategy and Plan. Documentation will be intended to satisfy documentation requirements of the integrated audit and compliance with section 404 of the Sarbanes Oxley Act of 2002.

4.8 Risk Management Risks will be managed actively on the program. Periodic reviews of the risk register will be conducted to assess probability, impact and mitigations to insure appropriate measures are being taken. New risks will be added and monitored as needed.

4.8.1 Lessons Learned Lessons learned were captured from peer discovery calls during the roadmap and reference checks for our primary SI. The results were compiled in the following table. The program has taken specific actions to mitigate each of the identified items.

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4.8.2 Actions Taken from Lessons Learned Findings The Management team has identified and, in most cases, acted on the following mitigation strategies based on the lessons learned: x The program is engaging a 3rd party Change Management specialty firm to provide focus and attention in this area throughout the program as well as monitoring effectiveness of the training and Knowledge Transfer processes. x Departments are providing dedicated resources in key areas like Human Resources, Supply Chain and Finance, backfilling as necessary. x Post Go-Live support for the Oracle EBS components has been extended to include the first-quarter closing in 2016. x Scope Management will focus on minimizing customization, enabling a solid governance policy to manage scope changes.

4.8.3 Program Risks The following table identifies current key risks and mitigations on the program.

4.9 Issue/Action Item/Defect Management

4.9.1 Issue Definition: The program defines issues as exceptions or problems raised that satisfy at least one of the following:

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x Have no clearly defined owner or solution x May have multiple alternative solutions, but no definitive answer x Could negatively impact the project scope, schedule, resources, budget, or quality x Are outside a team’s area of control and responsibility, and timely resolution will not be reached x May require project sponsor assistance to resolve x Is highly controversial, highly visible, or has far reaching impact Issues are not exceptions or problems raised that: x Are to-do list items, anticipated work plan activities, or tasks x Questions x Already have an identified or approved resolution x Are within a team’s area of control and responsibility x Will cause no risk or impact to the program or other teams/projects x Do not meet any of the defined “issue” criteria as outlined above

4.9.2 Issue Escalation Levels A key tenet in the governance of the program is the empowering of the process teams and leads to make decisions and resolve issues with minimal escalation. Ideally, 95% of all program issues will be resolved within the working teams and Program Management.

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4.9.3 Defect management Defects will be managed in Quality Center by Hewlett-Packard. This includes entry, assignment, resolution and reporting of all defects. 4.10 Communication Management A formal Communications Strategy is a deliverable of the program. The following are examples of program-related communications events that are planned to occur. Process Description Process Team Meetings Team meetings scheduled as needed to keep the team members informed of events, risks, issues, or potential changes. Project Team meetings The team leads will meet with program management weekly or as needed to discuss progress to date, task assignments, current risks, issues, and any changes. Project Oversight Committee meetings Monthly meetings are conducted to report on deliverables, milestones, and updates on key discoveries and issues as needed. Project Steering Committee meetings Meetings are conducted monthly or quarterly to report on key deliverables, milestones, and updates on key discoveries and issues as needed. Town Hall Meetings Periodic meetings at key milestones conducted to provide a broader team update to program status.

Departmental Status Meetings Team leads, team members, or SMEs will regularly attend scheduled departmental or functional meetings and provide project updates, recent key decisions, upcoming workshop topics, etc. Divisional / Business Update Meetings Program Director will provide updates at quarterly or annual divisional or VP staff meetings to apprise stakeholders of current events related to the program. Team status reports Generated weekly to keep the team aware of recent events. Project status reports Project status reports are distributed to the project sponsor, the oversight committee, and steering committee monthly.

Newsline email For updates to the enterprise on key events on the program around training and go-live.

Portfolio status report For monthly updates to the PRB. Communication mechanisms: Email, PowerPoint presentations, teleconference, Videoconference and face to face meetings 4.11 Program Completion Criteria Criteria Description Scope The program must have delivered the business objectives and functional scope described in this document and according to the scope defined in the charters of the sub-projects.

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Deliverables The project must have produced the deliverables specified in this document all deliverables documented in the Vendor SOWs aligned to the corresponding milestones unless waivers were accepted by the Program Director and Sponsor. Acceptance Three successful month end closings, including a quarter-end must occur. Defined Defect Severity Levels: x Critical: Major component or other mission critical function(s) are inoperable. No workaround is immediately available. x Major: Major module functionality is severely impaired, or necessary tasks cannot be performed that would impact business operations. No permanent workaround is available. x Minor: Function or sub-module operations are impaired. Operations can continue with reasonable workarounds agreed to with SWG. x Cosmetic: Function or product use is not impacted in any substantive way. Cosmetic in nature, with low or no impact to business processes. Workarounds are not required to complete business processes. Projects on the program will adhere to the following acceptance criteria: x All Integration and User Acceptance Testing scripts are executed x There are zero Critical or Major Defects open (w/o waiver) x There are fewer than 20 Minor Defects open (w/o waiver) x There are fewer than 50 Cosmetic Defects open (w/o waiver) x All open defects at Go-Live are closed by end of the warranty period. General Where possible, the project must have produced the deliverables on schedule, within budget, and within specification.

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5 Program Considerations 5.1 Assumptions x The resources identified in the charter are available and allocated to the program. x Effort and cost estimates provided by the staff and vendors are reasonable. x Cooperation, support, and representation from staff and vendor personnel will be provided as defined and agreed. x Team members are empowered by their management to make reasonable process decisions in their functional area. x SWG management recognizes this program as a priority and will provide additional resources if necessary. x Project scope will be controlled to stay within expected completion timeframes. SWG will adopt industry best practices to the extent possible. x External projects will not have a negative impact or generate unresolvable scheduling conflicts for the program. x User testing will be thorough and documented with full participation from all affected stakeholders. x Issues and defects discovered through testing are repairable or have adequate workarounds. x No issues with application changes or performance are identified. x End users will be available for scheduled training. x Designed training for involved personnel will be sufficient. x System controls and related changes from prior state will be documented to support officer SEC certifications on internal control. 5.2 Constraints x Resource availability x Other projects x Budget x Software & Hardware Infrastructure 5.3 Dependencies x Purchasing Card Project

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33 MEMORANDUM

To: Distribution

From: Eric DeBonis

Date: January 18, 2011

Subject: Field Operations Management System (FOMS) Project Charter

Ryan Hendrickson has been assigned Project Manager for the FOMS Project. During this assignment, Ryan will manage the implementation of Logica’s ARM 1.3 product suite and MapFrame’s Standard Viewer. As Project Sponsor, I have authorized Ryan to coordinate and manage the overall FOMS development and deployment effort.

Southwest Gas (SWG) will implement FOMS as the next generation of software that will replace MobileService and the Work Management System (WMS). It will be implemented in two phases. Phase 1 of the project will kick off in February 2011 and roll out in 2012. Phase 2 will kick off in April 2011 and roll out in 2013.

The major activities of the project will include the following:

x Develop a Project Definition Document x Conduct a Business Process Validation to determine how to adapt SWG business processes to realize optimal benefit from the new software x Complete data configuration, interface, and report development x Migrate production data from WMS to FOMS x Conduct system, integration, acceptance, and performance testing x Develop roll-out plans for Phases 1 and 2 x Prepare and conduct end user training

The primary project stakeholders will consist of a Steering Committee, an Oversight Committee, and a Project Team. The Project Team will be a blend of SWG and Logica personnel working closely together.

Please join me in welcoming Ryan to this assignment. Attached is the FOMS Project Organization Chart for additional information.

gm

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January 18, 2011 Page 2

Attachment FOMS Project Organization Chart

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January 18, 2011 Page 3

Distribution: Phil Andrew Ron Bassler Dan Bryant Gary Clark Bill Chunn Vern Del Carlo Byron Elkins Richard Fetveit Davis Flaten Luis Frisby Brad Harris Laura Hobbs Dennis Holden Fran Huchmala Dave Huish Joe Huish Jeff Maples Marti Marek Kate Mitchell Tom Muise Randy Ortlinghaus Dennis Redmond Sharon Rodriguez Anita Romero Jerry Schmitz Dave Schone Chris Sohus Bob Weaver Julie Williams

c Jim Gianoulakis Steve Jones Jim Kane Lorie Petersen Ken Rohan Jim Wunderlin

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108 EXHIBIT NO.___(JLE-5) PAGE 1 OF 34

MEMORANDUM

To: Distribution

From: Laura Hobbs

Date: October 10, 2013

Subject: Project Charter for Web Content Management Project (Phase II)

Please be advised that effective October 10, 2013, Swadha Rath has been assigned as the Project Manager for Phase II of Web Content Management Project. This project will cover the implementation of Oracle Corporation’s WebCenter as the Web Content Management System (WCMS). With the implementation of the WCMS individual departments will have the ability to manage their own content on external web environments. Automated workflows will streamline approval of the content before it is published.

The primary objectives of this project are to:

x Implement Oracle’s WebCenter as the web content management solution x Standardize the “look and feel” for external websites x Establish business process changes for authoring, approving and publishing content in a timely and efficient manner x Utilize a single tool and consistent methodology for managing web content x Manage current customer needs and be better prepared for emerging trends (e.g. personalization, social media, multiple languages, interactive platforms) x Allow transition to Mobile (iPhone, iPad) environments

During this assignment Swadha will work closely with the core project team and associated subject matter experts.

Please join me in welcoming Swadha to this assignment. Please give her your support in leading the group to a successful project completion.

FORM No. 126.1 (4/99) 109 EXHIBIT NO.___(JLE-5) PAGE 2 OF 34

Page 2

Distribution:

Anita Romero Bill Moody Debra Gallo Fran Huchmala Jose Esparza Reagan Monroe Robin Jenkins Yvonne Low

Angela Chan Albert Montoya Brett Aurich Boyan Mihaylov Hugh Winesett Ken Rohan Lee Sondeno Lydia Turnbeaugh Swadha Rath

Anthony Hills Bobbi Sterrett Brooks Congdon Christy Berger Karen Stanfield Meridith Strand Roger Voge Steve Spurlock Ted Wood Tina Norris Valerie Bailey

Copy:

Cindy Huff Ed Giesking Janina Cole Karen Haller Ken Briggs Ken Kenny Mary Mercer Sheridan Green Sonya Headen Steve Frehse

110 EXHIBIT NO.___(JLE-5) PAGE 3 OF 34

Page 3 Web Content Management Project (Phase II) Organization Chart

Sponsor

Laura Hobbs, SVP/HR Administration

Steering Committee Members:

Anita Romero, VP/Information Services Jose Esparza, VP/Energy Services Laura Hobbs, SVP/HR Administration

Oversight Committee Members:

Debra Gallo, Director/Govt. and State Reg. Affairs Fran Huchmala, Director/Application Services Reagan Monroe, Director/Business Technology Support Yvonne Low, Manager/Customer Engagement

Project Manager Swadha Rath

SME

Anthony Hills Core Team: Bobbi Sterrett Brooks Congdon Angela Chan, Energy Solutions & Customer Engagement Christy Berger Albert Montoya, Communications Brett Aurich, Information Services Karen Stanfield Boyan Mihaylov, Information Services Hugh Winesett, Information Services LeeAnn Foster Ken Rohan, Information Services Meridith Strand Lee Sondeno, Business Technology Support Lydia Turnbeaugh, Energy Solutions & Customer Engagement Roger Voge Steve Spurlock Ted Woods Tina Norris Valerie Bailey

Extended Team

WCMP PROJECT TEAM

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Web Content Management Project (WCMP) – Phase II

Project Definition Document

Southwest Gas Corporation [Confidential if applicable] [For Internal Use only if applicable] 6/16/2014 ©2000 - 2005 Method123 Ltd. All rights reserved 112 EXHIBIT NO.___(JLE-5) PAGE 5 OF 34 [Click here and type Project Name] Project Definition Document

Document Control

Document Information Information Prepared by Swadha Rath File Name WCM Project Definition Document.doc Project ID P13005/WO0001120 Method 123 owns the copyright for the use of this document Copyright Notice template

Document History Version Date Changes [Draft 0.1] 6/16/2014 Initial Version [1.0] [Date] [Section, Page(s) and Text Revised]

Document Review Version Review Date Reviewer [1.0] [Date] Albert Montoya Angela Chan Boyan Mihaylov Brett Aurich Chris DuBose Hugh Winesett Ken Rohan LeAnne Foster Lee Sondeno Lydia Turnbeaugh

Document Approvals Role Name Signature Date Project Sponsor Jose Esparza Project Steering Anita Romero Committee Jose Esparza Justin Brown Project Oversight Debra Gallo Committee Ken Briggs Reagan Monroe

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Richard Fetveit Yvonne Low Project Manager Swadha Rath

Table of Contents 1 EXECUTIVE SUMMARY...... 1 2 PROJECT DEFINITION ...... 1 2.1 BACKGROUND ...... 1 2.2 BUSINESS OBJECTIVES ...... 1 2.3 SCOPE ...... 2 2.4 HIGH LEVEL APPLICATION OR BUSINESS PROCESS DIAGRAMS ...... 3 2.5 KEY DELIVERABLES AND APPROVERS ...... 7 2.6 FINANCIAL PLAN ...... 9 3 PROJECT ORGANIZATION ...... 9 3.1 ROLES ...... 9 3.2 RESPONSIBILITIES ...... 12 3.3 STAKEHOLDERS ...... 15 3.4 RESOURCE PLAN ...... 16 3.5 PROJECT STRUCTURE ...... 16 4 IMPLEMENTATION PLAN/PROJECT APPROACH ...... 18 4.1 METHODOLOGY AND APPROACH ...... 18 4.2 OVERALL APPROACH ...... 18 4.3 PROJECT TIME LINE ...... 18 4.4 MILESTONES ...... 19 4.5 QUALITY PLAN ...... 21 4.5.1 CHANGE MANAGEMENT ...... 21 4.5.2 QUALITY MANAGEMENT ...... 22 4.5.3 RISK MANAGEMENT ...... 22 4.5.4 ISSUE/ACTION ITEM/DEFECT MANAGEMENT ...... 23 4.5.5 SCHEDULE MANAGEMENT ...... 24 4.5.6 COMMUNICATION MANAGEMENT ...... 24 4.6 COMPLETION CRITERIA ...... 27 5 PROJECT CONSIDERATIONS ...... 27 5.1 ASSUMPTIONS ...... 27 5.2 CONSTRAINTS ...... 27 5.3 DEPENDENCIES ...... 27 6 APPENDIX ...... 28 6.1 SUPPORTING DOCUMENTATION ...... 28

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1 Executive Summary

Primary objective of Phase 2 of Web Content Management (WCM) Project is the successful implementation of Oracle Corporation’s WebCenter Sites solution. The project team will select an System Implementer to assist with the implementation. The project team will work closely with the selected vendor to ensure successful implementation of the product. The project team will establish effective methodology to create and manage multiple websites/content. A single “look and feel” will be finalized for all external websites.

During the planning phase of the project an approach and timeline will be developed to move all SWG external web content to the new WebCenter Sites solution.

2 Project Definition

2.1 Background

Phase I of the project completed in May 2013 with the selection of Oracle Corporation’s WebCenter Sites as the WCM solution. The project team evaluated six products prior to recommending WebCenter Sites.

In August 2013, Phase II of the project was approved by the Project Review Board (PRB). Primary objective of Phase 2 was the successful implementation of WebCenter Sites and the redesign of Southwest Gas external websites. The project team would select system implementer to assist with the redesign and implementation efforts. In October 2013, a Project Charter was formally issued authorizing a project to recommend system implementer and proceed with the implementation of WebCenter Sites. In October 2013, Phase II of the WCM project was initiated. The primary activities for this phase were as follows: x Select system implementer x Redesign of the external websites x Implementation of WebCenter Sites

The project has been conducted by a project team with members representing the following departments:

x Business Technology Support x Content Management (only for vendor selection related activities) x Communications x Customer Engagement x Information Services (Technical Architecture Services, Applications Services, Hardware and Data Services)

A Project Oversight Committee and Project Steering Committee provide guidance to the project team members.

2.2 Business Objectives Primary objective of Phase II of Web Content Management Project (WCMP) was the successful implementation of Oracle Corporation’s WebCenter Sites solution. A System Implementer will be

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selected to assist with the implementation. The project team will work closely with the selected vendor to ensure successful implementation of the product. A single “look and feel” will be finalized for all external websites.

During the planning phase of the project an approach and timeline will be developed to move all SWG external web content to the new WebCenter Sites solution.

2.3 Scope

The high level scope for this project includes:

x Complete Re-Design of SwGas.com, SwGasLiving.com and MyAccount external facing websites into one consistent look and feel that is mobile friendly using responsive design. x Set up WebCenter Sites platform and configure it in all environments. x Set up Global assets and shared artifacts that will be shared across different websites based on branding and content strategy. x Set up & configure authoring, user roles and workflow. x Merge, integrate and deploy redesigned SwGas.com and SwGasLiving.com into one website and deploy inside of WebCenter Sites. x Write and test Content Migration Scripts, clean up and deploy required content to WebCenter Sites based on content strategy, inventory review and new designs. x Migrate all content from SwGas.com and SwGasLiving.com into the content locations inside WebCenter Sites. x The future state is a new interactive, responsive design for Southwest Gas sites on the new platform of WebCenter Sites that meets both the business goals and user experience of Southwest Gas customers on whatever device they choose to use.

Out of scope for this project: x Redesign of PAIUTE PIPELINE x Redesign of any sites not explicitly listed in scope x Changes to logic for MyAccount x Changes to data flow for MyAccount x Creation of any special applications for MyAccount payments

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2.4 High Level Application or Business Process Diagrams

Current flow for New or Revised Internet Web Page for swgas.com (SP 118.1, Procedure A)

Requesting a New or Revised Internet Web Page (SP 118.1, Procedure A)

Justification Approvals Development Testing Production/Close

Submit SWG Determine need, INTERNET1 or document SWG INTERNET justification, gather 2 internet Approval Approve applicable G-Form Design/Content requirements Requestor/ Department Coordinator

Forward SWG INTERNET1 or Approve SWG INTERNET Content 2 internet Approval G-Form Manager/ Director/VP Department Department

Test Web Page Define until satisfied, requirements and approve final open ARS Change layout, approve for Request Liaison production region ESS Internet Internet ESS )

Format pages, Receive final develop graphics/ signoff from all Submit link to test programming. parties, move into file Site Send to the Test production, close Server ARS ticket IS A/S Web Programmer(s)

Communicate Review request for Review results to integrity of ESS Internet information Liaison Director Manager/ BOATS Senior BOATS Senior

Approve Design/Content Executive VP/ Executive President/CEO

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Current flow for Maintenance of an Internet Web Page for swgas.com (SP 118.1, Procedure B)

Maintenance of an Internet Web Page (SP 118.1, Procedure B)

Justification Request Testing Approvals Production/Close

Identify Web Prepare electronic Verify Changes in page(s) for copy of change Test Region maintenance Requestor

Communicate request to ESS Verify and approve Approve Internet Liaison design, concept, Change and IS A/S Web and content Site Programmer Department Department Coordinator

Approve Changes for Production Open Change Region Request in ARS Liaison ESS Internet Internet ESS )

Receive approvals Format information from all parties, to web pages in move to Test Server Site Production, Close Region ARS ticket IS A/S Web IS A/S Programmer(s)

Note: Ongoing maintenance of an Internet Web Page, such as News Releases, Tariff updates, News to Use, Financial Information, and name and date change do not require a g-form.

For anything above and beyond routine maintenance and/or significant changes of an Internet page, please see New/Revised Internet Web Page flow chart.

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Current flows for swgasliving.com:

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2.5 Key Deliverables and Approvers Deliverable Components Approval Project Charter This is a short document that Sponsor sanctions and announces the project Team members Team members selected and Sponsor, Steering and approved Oversight Committees Project Definition This is a key document that Sponsor, Steering and Document identifies the overall project Oversight Committees management process for the project. The document represents all known elements of the project at the time of Sponsor approval. The overall project plan uses the PDD as a baseline; however the plan is dynamic and will change as the project progresses and receives approvals.

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Requirements document A list of all identified Core Team requirements for redesign of SWG external websites and implementation of WebCenter Sites. Vendor selection The core team will evaluate Core Team each vendor based on product demos and response to RFP. An Excel based vendor evaluation tool will be used to evaluate the vendors. Final recommendation A final recommendation will be Sponsor, Steering presented to Sponsor, Steering Committee and Oversight and Oversight Committees for Committee approval. Design documents Detailed design document Project Team developed by Primitive Logic. Functional requirements Detailed specifications for Project Team technical components. This will be developed by Primitive Logic Testing documents Testing Scenarios, Test Cases Project Team and Test Plans will be developed by Primitive Logic End User Training Training material will be Project Team Material developed by Primitive Logic Deployment Plan Deployment Plan will be Project Team developed by Primitive Logic. This plan will detail all the tasks with dependencies for the migration to Production. Project Plan Project plan will be developed Oversight & Steering by Primitive Logic and SWG Committees Project Managers Project financials A preliminary estimate has Oversight & Steering been provided. Committees with final approval of the Sponsor Final User Acceptance User Acceptance is required Oversight & Steering prior to implementing in a Committees and Sponsor production environment. Acceptance includes the application, reports and any customizations required for a production environment. Lessons Learned Lessons Learned will be Oversight & Steering conducted by the project team Committees and Sponsor Project Closure Project closure documents will Sponsor Documents be completed by SWG Project Manager

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2.6 Financial Plan A Financial plan will be created after the completion of Phase I and successful selection of a WCMS.

Expenditure Category Expenditure Item Expenditure Amount

3 Project Organization

3.1 Roles Southwest Gas Team: Role Name Title Department Project Sponsor VP/Energy Jose Esparza Solutions Energy Solutions Project Steering Committee SVP/Staff Ops & Anita Romero Technology Staff Operations VP/Energy Jose Esparza Solutions Energy Solutions Justin Brown VP/Regulation & Public Affairs Reg & Public Affairs Project Oversight Committee Dir/Govrnmnt & Debra Gallo State Reg Aff State Reg Affairs Dir/Application Applications Ken Briggs Services Services Dir/Business Business Reagan Monroe Technology Supp Technology Support Richard Fetveit Dir/Technology SIO Technical Services Mgr/Customer Customer Yvonne Low Engagement Engagement Project Manager Project Swadha Rath Project Manager Management Office Project Core Team Business SME Albert Montoya Analyst Communications

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Role Name Title Department Creative SME Business SME Customer Creative SME Angela Chan Admin Engagement OCS Developer Analyst Applications (MyAccount) Boyan Mihaylov (Programming) Services OCS Developer Analyst Applications (MyAccount) Chris BuBose (Programming) Services Application Admin Analyst Applications Developer Brett Aurich (Programming) Services Application Admin Analyst Applications Developer Todd Anderson (Programming) Services Applications Vendor Relations Hugh Winesett Manager Services Systems Technical Architect Ken Rohan Manager Architecture Business Technology Support Business SME Lee Sondeno Analyst (BTS) Creative SME Lydia Customer Production Artist Turnbeaugh Supervisor Engagement Subject Matter Experts Energy Efficient Anthony Hills Technology Bobbi Sterrett Conservation Brooks Congdon Pricing & Tariffs State Regulatory Christy Berger Affairs Corp & Admin Karen Stanfield Services Meridith Strand General Counsel Key Account Paul Johnson Management (KAM) Scott Gross Safety Sonya Headen Communications Steve Spurlock Scada Support Ted Wood Treasury Teresa Cantwell Customer (Beam) Engagement Tina Norris Engineering Staff Valerie Bailey Supplier Diversity Testing Team Content Gerry Rice Management Customer Lorri Davidson Engagement

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Role Name Title Department Customer Joanna Arballo Engagement Dana Sadeghi Ashworth DSM Patsy Tinderholt Energy Solutions Fuel for Life Jude Tikute Human Resources State Regulatory JJ Prucnal Affairs Technical Support Team Architecture (Application & Enterprise) Ken Rohan Information Services Application Admin (Technical System Admin) Brett Aurich Todd Anderson Information Services OCS Developer Boyan Mihaylov Chris Dubose Information Services Albert Montoya (Primary) Developer Brett Aurich Communications Todd Anderson Information Services DBA Peyush Chandra Information Services Network and Network Michael Security Rawlinson Robert Woodfin Information Services User Security Kathy Dize Information Services Active Directory Louis Lindsay Information Services Linux Roberta Garcia Information Services WebLogic Bart Stough Information Services Organizational Change Management Organizational Jason Gardner Trainer Development Management Mgr/Technology Project Keith Sutton Proj Portfolio Management Mgr/Application Application Services Lorie Petersen Svcs - OCS Application Services Mgr/Application - Regulatory, Gas Mary Mercer Svcs Supply & Legal Contracts

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Role Name Title Department Analyst II/Contract Contract Contract Management Jan Howell Admin Administration Associate General Legal Keith Brown Counsel Legal Affairs

Primitive Logic Team: Role Name Title Department Engagement Lead Andy Lin Ross Plank Delivery Manager Jason Faries QA Lead Ken Toghia OCM Lead Iris Howard Creative Director Dan D'Alesio Art Director Alex De Solar Ryan Beckemeyer User Experience/ Trent Nguyen Information Architect Copywriter Shanna Sabet CMS Architect Matthew Soh WebCenter Sites Developer Hani Aldhafari Lead Front-End UI Engineer Tim Hunold Edward Front-End UI Engineer Hotchkis

3.2 Responsibilities

Project Sponsor

Responsibilities of Project Sponsor include:

1. Create and/or approve a Project Charter informing all stakeholders that a project has officially begun and authorizing the Project Manager to manage the project. 2. Provide overall leadership to the project to ensure the Company’s needs are met. 3. Work with the Project Manager and affected departments to complete the project organization including project team membership and Oversight and Steering Committee membership (as appropriate). 4. Communicate business issues or changes to the appropriate levels of the project organization as

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necessary. 5. Provide executive communication to the Company about the project as needed. 6. Remove obstacles and constraints. 7. Review/approve final deliverables 8. Authorize scope changes.

Project Steering Committee

Responsibilities of Project Steering Committee include:

1. Provide overall project direction and vision. 2. Approve the project scope. 3. Approve resources and funding for the project. 4. Provide financial oversight. 5. Provide direction for escalated issues. 6. Review and approve scope change requests. 7. Provide direction for go/no-go decisions.

Project Oversight Committee

Responsibilities of Project Oversight Committee include:

1. Provide direction and oversight. 2. Attend regular status meetings. 3. Respond to issues requiring resolution. 4. Review and approve scope change requests. 5. Communicate to/from business area counterparts regarding the project. 6. Represent division/business area interests. 7. Provide project resources and commitment to meet deadlines. 8. Upward and downward communication regarding the project status or issues created by the project.

Project Manager

The Project Manager will be primarily responsible for planning, directing and coordinating the activities of project to ensure that the chartered scope of project is completed.

Responsibilities of Project Manager include:

1. Develop and maintain project plan.

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2. Communicate project status and escalate issues to the Oversight Committee, Steering Committee and Project Sponsor. 3. Facilitate the development of the Statement of Work and contract agreement. 4. Oversee the completion and approval of project deliverables as described in the project work plan. 5. Request additional resources as needed to resolve technical, business, and other issues. 6. Within the context and parameters of the project, provide for team member skills development and mentoring, as appropriate. 7. Coordinate with other project managers and department managers to assure understanding and appropriate action on inter-project dependencies, relationships and priorities. 8. Along with the designated vendor relationship person (if any), manage vendor relationships, contracts and performance (including problem resolution) as appropriate for this project. 9. Transition project to maintenance/support mode. 10. Manage project team members and activities, and provide project leadership and motivation.

Project Team Members Responsibilities of Project Team members include:

1. Provide input, subject matter expertise and advice to the project. 2. Participate in the planning, development and execution of the work plan and tasks 3. Assist with definition of project scope and requirements. 4. Coordinate with departments and internal subject matter expects to define requirements. 5. Approve key functional deliverables. 6. Ensure all company policies and practices are followed throughout the projects lifecycle. 7. Communicate and/or resolve issues of a technical nature in project meetings. 8. Escalate functional issues that cannot be resolved at a team level. 9. Attend regular project status meetings 10. Participate in project meetings by providing input and statuses. 11. Participate in issue identification and resolution. 12. Participate in project document creation. 13. Participate in vendor selection. 14. Assist with the Statement of Work and contract agreement as needed. 15. Create new procedures, if required. 16. Participating in the QC of migrated data. 17. Support and sign off on acceptance testing.

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3.3 Stakeholders Stakeholder / Group Stakeholder Interest Internal: Business Technology Support Content contributors, content authors, content managers/moderators. Change in business process. Staff needs to be trained in new WCM application and modified business processes. Corporate Communications Same as above Energy Efficient Technology Same as above Strategic Outreach and Same as above Communications Engineering Staff Same as above Legal Affairs Same as above Natural Gas Vehicle Same as above Pricing & Tariffs Same as above Shareholder Services Same as above but since this is hosted by Wells Fargo, WCM training will not be required. Coordination with Wells Fargo may be required. State Reg Affairs Same as above Supplier Diversity Same as above Treasury Same as above but since this is hosted by Thomson and Reuters. WCM training will not be required. Coordination with Thomson may be required. IS – Technical Services Support web servers, application servers, database servers, workstation and other networking needs for the WCMS IS – Applications Services Support WCMS after implementation HelpDesk Field calls from WCM users and route to appropriate resources Project Management Enterprise level coordination with other projects (e.g. Business Content Management Project) that may have an impact on availability of resources and conflicting implementation schedules. Contract Admin Vendor contract Legal Affairs Review legal disclaimers, terms and conditions etc.

Applications/External Services: OCS (Online Customer Provide Account related information (bills, payments Services) - (In house) etc) from mainframe application from Mainframe OCV- (In house) Outage maps Rhino Web hosting for swgasliving.com Thomson & Reuters Web hosting for Investment Relations web pages Wells Fargo Hosting Shareholder Services HR Employment Safety??

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3.4 Resource Plan Role Start Date End Date Project Manager October 2013 June 2015 Project Team As Needed (November 2013) June 2015 SME As Needed (August 2014) June 2015 Contracts As Needed (January 2014) August 2014 Legal As Needed (June 2014) August 2014 3.5 Project Structure

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4 Implementation Plan/Project Approach

4.1 Methodology and approach

Phase II of this project focuses on selection of Systems Implementer, redesign of SWG external websites, and implementation of WebCenter Sites as the web content management system. For this phase the following methodology and approach will be used: x Initiation – Project charter issued and formal kickoff of project x Planning – Develop resource, communications, and risk plans. Select System Implementer. Develop project budget and schedule x Executing – x Monitoring and Controlling – x Closing –

4.2 Overall Approach

Step 1: Select System Implementer utilizing following steps:

x Initial vendor presentations by 7 vendors x Complete RFP documents and templates to be sent to vendors x Complete formal bid packages to be sent to vendors x RFP documents and bid package sent to all 7 vendors x Obtain a completed response for RFP documents from each of the vendors x Obtain formal bid quotes from each of the vendors x Select three vendors and invite them for oral presentations x Conduct oral presentations from top three vendors x Check references for top three vendors x Select vendor x Get approvals from Oversight Committee, Steering Committee and Project Sponsor x Begin contract negotiations

Step 2: Select new “look and feel” for swgas.com and swgasliving.com Step 3: Select content migration strategy Step 4: Implement solution Step 5: Conduct lessons learned Step 6: Project closure

4.3 Project Time Line

High level timeline for the project:

x Project charter issued –October 2013 x Vendor shortlist –November 2013 x Initial Vendor demos –December 2013 - January 2014 x RFP issued –January 2014

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x Bid received and top 3 vendors selected – March 2014 x Presentations from top 3 finalists – April 2014 x Recommendation for System Implementer – May 2014 x SOW and Contracts – June 2014 – August 2014 x Project work – August 2014 – April 2015 x Project closure – May 2015

4.4 Milestones

System Implementer Selection – Major Milestones

Major Milestone Target Project approved by PRB 8/21/2013 Project Charter Issued 10/10/2013 Preliminary vendor demonstrations 12/10/2013 – 1/6/2014 RFP released 1/21/2014 Bid received 3/5/2014 Top 3 vendors selected 3/31/2014 Top 3 finalists presentation and evaluation 4/15/2014 – 5/5/2014 Final Vendor recommended 5/6/2014 Oversight Committee approval 5/7/2014 Steering Committee and Sponsor approval 5/27/2014 SOW and Contract Signed 8/8/2014

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Implementation – Key Milestones

Major Milestone Target SPRINT 0.0 8/18/2014 – 10/3/2014 Project Implementation Start 8/18/2014 Content Inventory 8/22/2014 Dev & QA Environment Setup 9/5/2014 Site Map of Current Site 8/25/2014 Creative Brief 8/29/2014 Updated Business Requirements 9/12/2014 Document (BRD) Functional Requirements 9/26/2014 Document/Specifications Stage & Production Environment Setup 9/26/2014 IA Blueprint and Site Map 9/29/2014 Usability Test 10/3/2014 Exploratory UI Demo 10/3/2014 SPRINT 0.1 10/6/2014 – 10/24/2014 Conceptual Wireframes 10/13/2014 Conceptual Design Comps 10/20/2014 Browser Based Prototype 10/24/2014 SPRINT 0.2 10/27/2014 – 11/14/2014 Author/Editor Training Session 1 11/3/2014 – 11/14/2014

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RELEASE 0 11/14/2014 First Content Migration 11/14/2014 Automated Build Scripts 11/14/2014 SPRINT 1.1 11/17/2014 – 12/5/2014 Visual Style Guide 11/24/2014 SPRINT 1.2 12/8/2014 – 12/26/2014 Design Comps 12/16/2014 Annotated Wireframes 12/16/2014 UI Templates 12/26/2014 SPRINT 1.3 12/29/2014 – 1/16/2015 Author/Editor Training Session 2 1/12/2015 – 1/16/2015 RELEASE 1 1/16/2015 Second Content Migration 1/16/2015 First Set of Pages Released to Production 1/16/2015 SPRINT 2.1 1/19/2015 – 2/6/2015

SPRINT 2.2 2/9/2015 – 3/6/2015 Knowledge Transfer Sessions (Document 2/23/2015 – 3/6/2015 Review/Overviews) RELEASE 2 3/6/2015 Second Set of Pages Released to 3/6/2015 Production SEO 3/6/2015 Metrics 3/6/2015 Project Implementation Finish 3/16/2015

4.5 Quality Plan

The purpose of the Quality Plan is to summarize the methods this project will use to ensure that the project reaches its goals and meets quality standards as defined in this document. The Quality Plan is comprised of the following Change Management, Quality Management, Risk Management, Issue/Action Item/Defect Management, Schedule Management, Communication Management and Completion Criteria elements:

4.5.1 Change Management

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Process Description Scope changes Changes to project scope will be documented via a Scope/Design Change Request Form which will be submitted to the Oversight Committees for review and approval. A feasibility review of the change will be completed by the Project Team. The change requestor will be notified by the Project Manager of approval results. Process/organizational change Changes to business processes or organizations will management be documented and submitted to the Oversight Committee and Steering Committee for review and approval. Program/Infrastructure changes Any changes made to Southwest Gas developed applications, vendor applications or technical infrastructure will be documented using the Southwest Gas change management process (Remedy ITSM Change Requests) and will be subject to formal approval by the appropriate change committees.

4.5.2 Quality Management

A detailed Quality Management Plan will be developed during the implementation phase of the project.

Process Description Testing strategy Will be addressed in the Testing Strategy deliverable. Content Migration Will be addressed in the Content Migration Plan.

4.5.3 Risk Management

Risk management plan will be developed for identifying, assessing, and prioritizing risks of different kinds. Risk assessment will start early in the project and will evolve as the project progresses. Project risks that will adversely impact the success of the project will be documented in a Risk Register. Each risk will be evaluated and a risk management plan will be followed to manage the risk. One of the following approaches will be applied:

Approach Description Accept Severity of the risk is low enough that we will do nothing about the risk unless it occurs Avoid Make the risk cease to be a possibility. Completely eliminate the possibility of the risk Mitigate Some work is done on unacceptable risks to reduce either their probability or their impact to a point where their severity falls below the maximum risk tolerance level Transfer Give responsibility for the risk to someone outside the project

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4.5.4 Issue/action item/defect management

For the system selection phase of the project, there will be no defect management plan. Defect management will developed during the implementation phase of the project. Issues and action items will be identified throughout the life of the project and managed in two separate excel documents. The documents will track information similar to the following: x Item #, Description, Code (open, closed, canceled etc), Date Identified, Identified By, Due Date, Date Complete, Completed By, Completion Comments

Issues will be reviewed by the project team, prioritized, and assigned to project team members for resolution. Issues that cannot be resolved by the Project Team will be escalated to the Oversight Committee, Steering Committee or Sponsor as necessary for their assistance in resolution of wide range of ongoing issues and open problems that occur throughout a project. Open issues must be documented, reviewed and (more importantly) resolved in a timely manner. Open issues that cannot be resolved by the core project team are escalated to the Oversight Committee so that decisions can be made quickly. Timely issue resolution allows the project effort to continue to move forward.

Issues are items that are identified during a project and may influence the success of the project. Typically, they fall into one of three areas: 1. They were not anticipated. 2. They are normal tasks that cannot be completed. 3. They are external factors that need to be overcome.

Issue Management Procedures

An issue is anything that may impede the progress of the project. Once the issue is identified, typically by a team member, it must proceed through a resolution process. The resolution process starts with the project manager who is responsible for the following tasks: x Categorize the issue x Define issue priority x Review issues and status x Assign issue to an owner x Document the issue in the project issues log

Typically, issues fall into one of the following categories: x Software bugs x Configuration issues x Data migration issues x Project issues x Resource issues

The prioritization of each issue should be defined in one of the following ways: High - Definite impact on project progress Medium - Possible impact on project progress Low - No impact on the progress of the project

The issues identified during the project will be reviewed, at a minimum, weekly with the core project team and the project manager. The status of the issues and the progress made on resolution of the issues will be discussed in detail at that time. In addition, a summary of the project issues log will be incorporated into the bi-weekly status report.

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Issue Resolution Process

Below are the steps involved in the issue resolution process:

Step Description Submitting Anyone may submit a project issue to the project manager Logging The project manager records every issue in the log and updates the status of issues Screening The project manager, together with the core project team, reviews the submitted issues and determines if the issues are relevant to the scope of the project Accepting The project accepts the issue if it may impede the progress or success of the project Deferring The project can defer an issue if it is contingent on another issue that has not been resolved Rejecting The project can reject an issue if it is not relevant to the project Prioritizing The project manager, together with the core project team, prioritizes the issue based on its impact on other tasks Investigating The project manager assigns the issue to a team member(s) for & resolution resolution determination. The team member(s) should identify the determination appropriate resolution for the issue Deferring The project manager can defer an issue resolution if it is contingent on resolution another issue that has not been resolved Monitoring The project manager monitors the progress and the status of each and tracking issue. In addition, the project manager follows up on all open issues and identifies their anticipated resolutions

4.5.5 Schedule Management The project schedule will be maintained using MS Project as the tool to track task progress and completion. The project manager and team members will provide regular updates to the project schedule by reporting percent complete for each of the assigned tasks. The project manager will be responsible for reviewing the project schedule and addressing issues impacting targeted delivery dates.

The project manager will track major milestones and inform the Oversight Committee, Steering Committee and Sponsor when critical project schedule adjustments are needed.

4.5.6 Communication Management

Project Managers spend 70% - 90% of their time in communications. Both formal and informal communication will be used for the project. A Communications Management Plan has been developed to further define the communication requirements for the project. The Communications Management Plan defines the following:

x Communication requirements based on roles x What information will be communicated x How the information will be communicated

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x When will information be distributed x Who does the communication x Who receives the communication

The communications management plan has been developed utilizing the following steps:

Process Description Initiation Process – Identify Identify all individuals who may be affected by the stakeholders project or may affect the project. Determine their ability to influence the project or project results (positively or negatively). Planning Process – Plan Determine the type, format, frequency, mode of communications information to be distributed. Determine the distribution list for the information. Executing Process – Distribute Distribute information and manage stakeholder information expectation Monitoring and Controlling Process – Report performance Report Performance

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Communication Matrix: The following table identifies the communications requirements for this project.

Communication Objective of Medium Frequency Audience Owner Deliverable Type Communication Project Team Review status of the project x Face to Face Weekly x Project Team Project Manager x Agenda Meetings with the team. x Meeting Minutes Sponsor Report on the status of the x Face to Face Monthly x Project Project Manager x Agenda Meetings project to project sponsor Sponsor x Meeting Minutes and seek advice on any issues Steering Report on the status of the x Face to Face Monthly x Steering Project Manager x Agenda Committee project to project oversight Committee x Meeting Minutes Meetings committee and seek advice on any issues Oversight Report on the status of the x Face to Face Monthly x Oversight Project Manager x Agenda Committee project to project oversight Committee x Meeting Minutes Meetings committee and seek advice on any issues Stakeholders Review key deliverables x Face to Face As needed x Stakeholders Project Manager x Agenda Meetings with stakeholders x Meeting Minutes Project Status Report the status of the x Email Monthly x Project Project Manager x Project Status Reports project including activities, Sponsor Report progress, costs and issues. x Project Steering Committee x Project Oversight Committee x Project Team x Stakeholders EXHIBIT NO.___(JLE-5) x PMO PAGE 32OF 34 140

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4.6 Completion Criteria Criteria Description Initiation Phase Project Charter and Project Brief documents are complete Complete Planning Phase Requirements document, Project Definition documents are Complete complete Execution Phase Vendor demos and Vendor evaluations are complete Complete Closing Phase Complete Vendor selection and Lessons Learned documents are complete

5 Project Considerations

5.1 Assumptions

x Core project team members will be able to dedicate time to this project. x SWG testing team will be able to dedicate time to the testing of the application. x Web design decision will be made by the team with the help of an internal focus group. Design approvals will be done by Oversight Committee, Steering Committee, and Sponsor. Final approvals on the recommended design will be done by CEO. x Content authors are willing and able to take on the additional responsibility of entering the content for their departments x Content approvers are willing and able to take on the additional responsibility of approving the content for their departments x Project has Senior Management support. x Project has Senior Management support on any business process redesign to support the project objectives. 5.2 Constraints

Resource Constraint – Same resources shared between multiple projects. This could have an impact on the project timeline.

5.3 Dependencies No dependencies have been identified at this time. Project /Initiative Type Description

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6 Appendix 6.1 Supporting Documentation

142 Southwest Gas Corporation Page 28 8/15/2014 EXHIBIT NO.___(JLE-6) PAGE 1 OF 1 SOUTHWEST GAS CORPORATION NEVADA TECHNOLOGY-RELATED WORK ORDERS GREATER THAN $100,000 IN TOTAL COST CLOSED TO PLANT IN SERVICE AUGUST 2018 - NOVEMBER 2019

Date First Line Work Order Transferred to Total Amount Line No. Number Work Order Description Plant Excluding CIAC CIAC AFUDC No. (a) (b) (c) (d) (e) (f)

Northern Nevada 1 0024W0004559 4G Modems - NONV Jun-19 113,574 0 0 1 2 0024W0004470 PBX Replc and WiFi Implementation Sep-19 205,054 0 0 2 3 0024W0004801 Network Lifecycle Refresh 2019-NNV Sep-19 604,912 0 0 3 4 0024W0004382 NNV EWS and Printers Project Nov-19 142,305 0 0 4

Southern Nevada 5 0021W0004077 Switches Feb-19 223,590 0 0 5 6 0021W0004569 4G Modems - SONV Jun-19 194,050 0 0 6 7 0021W0004469 PBX Replc and WiFi Implementation Sep-19 335,512 0 0 7 8 0021W0004802 Network Lifecycle Refresh 2019-SNV Sep-19 254,132 0 0 8

System Allocable 9 0061W0003416 Windows 10 Migration Jan-18 152,262 0 0 9 10 0061W0004117 Test Servers (5) at H1 for Project Sep-18 428,122 0 0 10 11 0061W0002738 OLTE Replacement Nov-18 2,352,156 0 79,151 11 12 0061W0001012 GTS Purchasing Module Dec-18 1,985,846 0 0 12 13 0061W0004359 NEXUS Service Order Notification Dec-18 1,387,823 0 0 13 14 0061W0004354 GDDR - Mainframe BC/DR Solution Jan-19 546,916 0 0 14 15 0061W0004360 NEXUS Customer Facing Mobile App Jan-19 1,431,616 0 0 15 16 0061W0003555 Litigation Hold Feb-19 339,932 0 0 16 17 0061W0003621 Lease Accounting Project Feb-19 724,438 0 0 17 18 0061W0003584 PowerPlan Upgrade Mar-19 735,461 0 0 18 19 0061W0004172 New Enterprise and SCADA Firewalls Mar-19 462,698 0 0 19 20 0061W0004263 NetMotion Licenses Mar-19 118,250 0 0 20 21 0061W0004332 VMware licenses for VDI and NSX Mar-19 2,319,805 0 0 21 22 0061W0002908 Wireless Modernization Project Apr-19 993,052 0 0 22 23 0061W0003100 Balancing Report Portal Apr-19 202,389 0 0 23 24 0061W0003606 COYL Phase II Apr-19 200,198 0 0 24 25 0061W0003641 Treasury Management System Apr-19 165,951 0 0 25 26 0061W0002687 ERP Invoicing Business Improve Jun-19 694,558 0 0 26 27 0061W0004876 VDI Capacity Expansion - H1 Jun-19 281,444 0 0 27 28 0061W0004907 F5 Lifecycle Refresh - H1 Jun-19 420,485 0 0 28 29 0052W0005001 VK-X1000 Laser Microscope - SOC Aug-19 150,467 0 0 29 30 0055W0003903 SCADA SPS Model Upgrade Project Aug-19 282,919 0 0 30 31 0061W0003622 Video Conferencing Equipment Sep-19 1,867,799 0 0 31 32 0061W0004325 PBX Replc and WiFi Implementation Sep-19 737,429 0 0 32 33 0061W0004443 IVR Enhancements Sep-19 275,399 0 0 33 34 0061W0004815 Network Lifecycle Refresh 2019-Corp Sep-19 1,180,5560034 35 0061W0005325 SEW Self Service Accelerator Sep-19 3,421,000 0 0 35 36 0061W0004363 NEXUS Agent Desktop Oct-19 2,563,965 0 0 36 37 0061W0004364 NEXUS Hybris Marketing (yMKT) Oct-19 643,181 0 0 37 38 0061W0005143 NEXUS Reclass & Security Enhance Oct-19 126,843 0 0 38

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Nexus Project

Charter

Southwest Gas Corporation [Confidential if applicable] [For Internal Use only if applicable] October 11, 2018 ©2000 - 2005 Method123 Ltd. All rights reserved 144 EXHIBIT NO.___(JLE-7) PAGE 2 OF 23 Nexus Project Charter

Document Control

Document Information Information Prepared by Cheryl Stavely File Name Nexus Project Charter.docx Project ID P17001 Copyright Notice Method 123 owns the copyright for the use of this document template

Document History Version Date Changes 1.0 10/11/2018 Approved Charter

Document Review Version Review Date Reviewer

Document Approvals Role Name Signature Date Project Sponsor Jose Esparza Approved via email 9/14/2018 Project Steering Jose Esparza Approved via email 9/14/2018 Committee Ngoni Murandu Approved via email 10/10/2014 Eric DeBonis Approved via email 10/3/2018 Project Oversight Yvonne Low Approved via email 8/28/2018 Committee Reagan Monroe Approved via email 8/8/2018 Preston Weaklend Approved via email 8/28/2018 Denise DiTrapani Approved via email 8/28/2018

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Table of Contents 1 EXECUTIVE SUMMARY...... 1 2 PROJECT DEFINITION...... 1 2.1 BACKGROUND...... 1 2.2 BUSINESS OBJECTIVES ...... 2 2.3 SCOPE ...... 2 2.3.1 PHASE 1SCOPE ...... 2 2.3.2 NOT IN SCOPE ...... 6 2.3.3 PHASE 2SCOPE – CUSTOMER COMMUNICATIONS AND ANALYTICS ...... 7 2.4 HIGH LEVEL APPLICATION DIAGRAM...... 8 2.5 KEY DELIVERABLES AND APPROVERS ...... 8 2.6 FINANCIAL PLAN...... 8 3 PROJECT ORGANIZATION ...... 9 3.1 ROLES...... 9 3.2 RESPONSIBILITIES ...... 9 3.3 STAKEHOLDERS ...... 12 3.4 RESOURCE PLAN ...... 12 3.5 STRUCTURE...... 13 4 IMPLEMENTATION PLAN/PROJECT APPROACH ...... 14 4.1 METHODOLOGY AND APPROACH (IBM ASCEND)...... 14 4.2 OVERALL APPROACH...... 15 4.3 PROJECT TIME LINE ...... 15 4.4 MILESTONES...... 16 4.5 QUALITY PLAN ...... 17 4.5.1 CHANGE MANAGEMENT...... 17 4.5.2 QUALITY MANAGEMENT...... 17 4.5.3 RISK MANAGEMENT...... 17 4.5.4 DECISION TRACKING ...... 17 4.5.5 ISSUE/ACTION ITEM/DEFECT MANAGEMENT ...... 18 4.5.6 COMMUNICATION MANAGEMENT ...... 18 4.6 COMPLETION CRITERIA ...... 18 5 PROJECT CONSIDERATIONS ...... 19 5.1 ASSUMPTIONS ...... 19 5.2 CONSTRAINTS...... 19 5.3 DEPENDENCIES...... 20 6 APPENDIX ...... 20 6.1 SUPPORTING DOCUMENTATION ...... 20

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1 Executive Summary

The Nexus Project is being implemented as the result of the Customer 360 and Omnichannel Communication Center Request for Proposal (RFP) Recommendation. SAP was selected as the solution and IBM as the implementer (bringing in Smart Energy Water (SEW) as a sub-contractor). Phase 1 of the Nexus Project will provide service order notifications to customers via emails, text notifications and robocalls. To further enhance the Customer Experience, the Southwest Gas mobile app will be deployed for iOS and Android containing much of the functionality currently available within MyAccount as well as the capability to pay with a credit or debit card. To assist the Customer Service Representatives (and other departments) by providing pertinent account information on a single screen, the SAP Service Cloud Agent desktop deployment will improve the customer experience when a customer needs to call Customer Assistance. Service Cloud will provide data for analysis in identifying why customers are contacting Customer Assistance, providing insights for continuous improvement of the Customer Experience. The final improvement in the Customer Experience from Phase 1 of the Nexus Project will be the launch of an IBM and Apple developed application (Tech En Route) for the Field Technicians to use to indicate when they are on their way to a customer’s location. The customer will then receive a notification with the visual map representation of the route the Field Technician is taking along with the name and picture of the Technician. The customer will be able to watch the Tech’s route in real time. The following sections of this document explain how the project will be executed from the Southwest Gas perspective. IBM deliverables are included in the link to the Nexus SharePoint site at the end of this document.

2 Project Definition

2.1 Background

Southwest Gas launched a Customer Experience Improvement initiative in 2016, focused on improving Customer satisfaction. That initiative began with separate focus areas, one of those being the Texting Notifications Project, which was relaunched in October 2017 as the Customer Communication Center Project. In research gathering, as well as the Request for Proposal (RFP) execution and solution acceptance, additional capability has been acquired that will expand the Customer Experience Capabilities for Southwest Gas (SWG). The newly acquired SAP software solution along with IBM as the implementer, will provide a customer facing Mobile application, an internal use Agent Desktop providing a

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‘SuperScreen’ for Customer Assistance and other departments, as well as a internal use mobile app for providing ‘Tech En Route’ capabilities for our customers. The comprehensive solution will be implemented by IBM and managed going forward as the Nexus Project.

2.2 Business Objectives

The Nexus Project is being implemented to achieve the following Business Objectives: 1. Improve customer satisfaction by enhancing the customer experience for interactions with SWG to require less effort. 2. Reduce calls to Customer Assistance by providing alternate self-service methods to transact or answer questions. 3. Increase efficiency by reducing occurrences of rescheduling appointments due to the customer not being at the premise when the Technician arrives. 4. Develop and implement continuous improvements to the customer’s journey using analytics, surveys and artificial intelligence capabilities. 5. Utilize technology to digitally transform the customer experience.

2.3 Scope

The Nexus Project is defined as having two Phases. This Project Charter addresses Phase 1. Phase 2 will be defined as an Addendum to the Nexus Project Charter.

2.3.1 Phase 1 Scope The Initial infrastructure setup requires the following as in scope: x Procure new infrastructure required to run HANA on-premise. o Includes: SAP Cloud Platform Integration (SCP), SAP Cloud Connector (SCC) and Solution manager (Solman) x Provision servers to support Hybris Self Service Accelerator (ySSA) and Hybris Marketing (yMKT) on-premise. x Provision and stand up four non-production environments: o Development (DEV) o Testing (TEST) o User Acceptance Testing (UAT)

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o Training (TRN) x Provision and stand up the Production environment at the Las Vegas Datacenter (H1). x Provide for Disaster Recovery/Failover to the Phoenix Data Center (H2). x Stand up JIRA for Agile development requirements and Sprint executions x Conduct Performance testing x Develop automated test scripts to be handed over to SWG for use in HP Application Lifecycle Management (ALM) Quality Center x Utilize HP ALM Quality Center (now MicroFocus) for User Acceptance Test script development, testing execution and documentation.

Phase 1 will be delivered in four (4) Releases. The scope of each release is identified below: Release 1 – ySSA Customer notifications (SMS, Email, Robocall) x Stand up the ySSA module x Implement SMS/Email/RoboCall messaging for service order confirmations, reminders and completions x Allow customers to opt-in for SMS while creating their order in MyAccount x Allow the CSR to capture a customer opt-in for SMS via the OCS Operational Tools x Implement two-way SMS and Robocall providing an opportunity for the customer to ‘Reschedule’ or ‘Cancel’ x Integration between OCS and ySSA – expected to be via web services x Develop internal application (under OCS) for the Cancel/Reschedule process x Standing up the Messaging Gateway o Amazon SES – Email o Twilio – SMS and RoboCall x Develop/configure reporting/analysis capability of ySSA

Release 2 – Customer Facing Mobile Application ● Design, build and deploy a customer-facing mobile application for Apple iOS and Google Android using the ySSA platform. The mobile app will leverage the MyAccount functionality using OCS web services. The ySSA platform for mobile apps includes the following customer-facing modules:

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a. Provide thumbprint, or facial recognition log in capability b. Customer profile – customer contact information c. Usage – views into current usage over the past 13-month period d. Billing – bill payment options of ACH and credit card, ability to see outstanding and previously paid bills, bill inserts e. Notifications – customer contact notification preferences and notification history, company letters (pdf’s) f. Compare – compare single premise usage over the past 24 month period against itself (bar graph comparing) (i.e. January 2017 to December 2018) g. Outage – view of outages in the area including ability to search by address. Also, includes the ability to see if the address is affected by the outage. h. Service – includes start, stop and move interactions i. Contact Us – provide information to the customer regarding ways to contact SWG j. FAQs – frequently asked questions that can be configured based on SWG needs k. Payment locations l. Voice activated functionality – a microphone feature that includes basic commands that a customer can use, such as “pay bill” or “view bill” x Implement Billing notifications: bill is ready, payment reminder, payment processed, payment delinquent, and returned payments x Deploy Outage notifications x Deploy MyAccount update notifications x Deploy additional channel for service – push notifications x Reporting for the mobile app and customer preference activity x Reporting for notifications x Integrate with OCS for the MyAccount capabilities selected for the mobile app x Implement changes to MyAccount for functionality determined to be included in Release 2 due to the mobile app requirements

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Release 3 - Agent Desktop x Develop and implement a “Super Screen” to provide CSRs (and other departments) with a 360-degree view of customer interaction and data to aid in servicing customer questions. The scope of the release includes: x Implement the SAP Hybris Sales Cloud (ySC) framework and integration capabilities x Design a “Super Screen” which provides a current view of the account. x Implement ySC with integration to yMKT, ySSA and OCS x Develop initial data load for ySC x Develop synchronization for ySC required data from OCS x Implement Service Cloud ticket functionality x Implement integration with CIC x Implement wrap up code (reason for the call) within ySC x Configure ySC reporting x Implement the ability to see all of the communications to the customer x Implement the Customer Intent and Next Best Action capability o Initial capability is configured based on rules, does not use IBM Watson in Phase 1 x Implement the Outage map lookup based on the account x Implement ability to find payment locations for the customer while on a call x Ability to see a pending service order based on the premise and/or customer prior to the order completion and account being established for the new tenant in CSS

Release 4 – Tech En Route x Develop and implement capability to notify the customer when the Tech indicates that he is en route to the customer’s location for a service order. o Not all service orders will receive Tech En Route notifications. The business will determine which orders, specifically those where entry to the premise is required. DNP, OFF, and TC 010 orders specifically will not be included. x Implement a map based solution for the customer to have a visual presentation of the Tech’s route while initiated and until the Tech arrives. x Provide the Tech’s first name and picture to the customer

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x Develop a mobile app for the Tech to select the order and initiate the en route communication x Integrate with FOMS-CS for the Tech’s service orders

2.3.2 Not In Scope The following have been identified as out of scope for Phase 1 of the Nexus Project:

1. Developing automation behind the ‘Cancel’ and ‘Reschedule’ responses. It is expected that the back office (CSRs or CABO) will work these manually; cancelling orders and contacting the customer to reschedule, when ‘Reschedule’ is provided by the customer as a response to SMS or RoboCall. 2. Handling any customer response to a notification Email. Information will be provided in the context of the email to call Customer Assistance if they need to reschedule or cancel. 3. CARE and LIRA on the mobile app are not in scope. 4. Guest functionality for creating a service order or making payments will not be included in the initial rollout of the mobile app. 5. Any language other than English is out of scope for Phase 1 6. Functionality requiring changes to CSS 7. Allowing credit cards for Automatic Payments 8. Any functionality not identified in the approved Statement of Work 9. Any functionality or data collection where Personally Identifiable Information (PII) would be processed on the mobile app a. Since co-applicant on a start order currently requires PII, it is out of scope for the mobile app 10. Any changes to OCS not required for the Nexus Project functionality directly a. Removing PII from OCS 11.Customer Survey capabilities – expected to be part of Phase 2 12.IVR enhancements not specifically needed for Nexus functionality 13.Interfacing to/from the future SWG Data Warehouse

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2.3.3 Phase 2 Scope – Customer Communications and Analytics Phase 2 will focus on the Hybris Marketing solution and Analytics for continuous improvement of the Customer Experience. The specific requirements and deliverables will be addressed in a subsequent Statement of Work as well as an Addendum to the Project Charter.

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2.4 High Level Application Diagram

2.5 Key Deliverables and Approvers Deliverable Approval Charter Memo Sponsor Project Charter Document Oversight Committee and Steering Committee Communications Plan Oversight Committee and Steering Committee Nexus Support Model Oversight Committee and Steering Committee Project Closure Memo Sponsor Lessons Learned None

2.6 Financial Plan Phase 1of the Nexus Project will be tracked using multiple work orders which distinguish functionality as well as expected implementation targets. Expenditure Category Expenditure Item Expenditure Amount Capital Software $ 630,000 Capital Professional Services $6,870,000

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Capital Hardware $710,000 O&M Cloud and on-prem support $420,000 Total $ 8,630,000

3 Project Organization

3.1 Roles The following table shows the Southwest Gas roles and organization. See IBM SOW #1 for the IBM project support organization. Role Name Title Department Sponsor Jose Esparza VP Customer Engagement Steering Jose Esparza VP Customer Engagement Ngoni Murandu VP/CIO Information Services Eric DeBonis SVP Operations Oversight Yvonne Low Director Customer Engagement Reagan Monroe Director Bus Technology Support Denise DiTrapani Manager Call Center Preston Weaklend Manager Div Operations

Project Team Boyan Mihaylov *Tech Lead App Services Christopher DuBose Developer App Services Angela Chan Admin Customer Engagement Bobbi Sterrett Manager Customer Engagement Gloria Garcia Analyst Customer Engagement Gavin Hastings *Contractor Customer Engagement Levie Carlisle BA & QA Lead PMO Cindi King Admin BTS Tama Schroder Analyst BTS Larretta Mathews Supervisor Call Center Project Manager Cheryl Stavely Sr Project PMO Manager Program Manager Andrew Hartnett *Contractor PMO

3.2 Responsibilities Project Sponsor The Project Sponsor will be primarily responsible for: x Overall leadership to the project to ensure the Company’s needs are met x Executive communication to the Company about the project as needed x Removal of obstacles and constraints x Review and approval of final deliverables

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x Authorization of scope changes x Approve long term application support structure

Project Steering Committee The Project Steering Committee will be primarily responsible for: x Approving the project scope x Approving resources and funding for the project x Providing financial oversight x Providing direction for escalated issues x Providing direction for go/no-go decisions

Project Oversight Committee (CEC Working Group) The Project Oversight Committee will be primarily responsible for: x Providing direction and oversight x Attending regular Oversight Committee meetings x Responding to issues requiring resolution x Review and approval of scope change requests x Communication to/from business area counterparts regarding the project x Representing division/business area interests x Providing project resources and commitment to meet deadlines x Upward and downward communication regarding the project status or issues x Determine long term application support structure

Project Manager The Project Manager will be primarily responsible for: x Develop and assign project roles and responsibilities x Coordinate with non-core team resources and management for project support x Collaborating with IBM on developing and maintaining the project plan x Overseeing SWG resource’s task completion and keeping the project progressing

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x Serving as point person for coordination with IBM x Communicating project status and issues with the Program Manager, Oversight Committee, Steering Committee and Project Sponsor x Producing project documents (Project Charter, Lessons Learned etc.) x Develop preliminary production system responsibility support matrix x Validate post project completion application owner and responsibilities x Facilitate any Project Change Requests (IBM PCRs) x Review and approve vendor invoices and manage project costs

Project Team Members The Project Team members will be primarily responsible for:

x Provide IBM requirements for the Nexus Project x Review and approve IBM SOW #1 deliverables x Provide final copy for all customer notifications and the mobile app x Develop OCS/MyAccount Functional and Technical documentation for Nexus changes x Develop and implement any OCS/MyAccount changes x Develop test scenarios and scripts for OCS/MyAccount changes x Participate in Performance testing x Accept and migrate IBM developed test cases into HP Quality Center x Participate in User Acceptance testing x Develop new/modified business processes for SWG resources impacted by the Nexus Project x Develop training specific to OCS changes x Conduct application user training (includes Service Cloud/Agent Desktop and Tech En Route ) x Working with IBM to manage testing activities (SWG QA Lead)

Project Subject Matter Experts The Subject Matter Expert members will be primarily responsible for: x Serving as expert in their functional process area.

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x Participating in business process analysis including attending meetings and workshops, identifying requirements, and reviewing the design of the to-be processes, UAT test plans, and training materials. x Assisting with implementing improvements and other related process changes in their departments. x Consulting with and involving other key resources or SMEs as needed. x Raising potential issues and risks to the business analyst and project manager. x Communicating project status to their department and/or management as appropriate.

3.3 Stakeholders Stakeholder / Group Stakeholder Interest Customer Engagement Customer Communications Lori Gallear (CAST) Mobile app functionality, OCS/MyAccount changes, credit card payments, Call Center changes Ken Kudlak (Application OCS/MyAccount changes, CIC interface, Twilio and Services) Amazon SES support Eric Valentine (I/S) SAP Infrastructure Ken Rohan (I/S) System Architecture Denise DiTrapani (Call Center) Agent desktop, mobile app and OCS/MyAccount changes Preston Weaklend (Operations) Tech En Route application for Service Techs Customer Service Tech En Route application for Service Techs SWG IT resources (Core Provide SWG expertise to IBM (and SEW) on Infrastructure and MSS) infrastructure and oversee contractor access to SWG infrastructure

3.4 Resource Plan Role Start Date End Date SMEs 5/1/2018 6/1/2018 Tech Lead 5/1/2018 6/30/2019 Business Analyst/QA Lead 5/1/2018 6/30/2019 MyAccount Developers 5/1/2018 6/30/2019 CIC Developer 2/1/2019 5/31/2019 BTS – CAST 5/1/2018 6/30/2019 Call Center – Core team support 5/1/2018 6/30/2019 Call Center – Testers 2/1/2019 4/30/2019 IT Infrastructure resources 6/1/2018 9/30/2019 Customer Engagement 5/1/2018 4/28/2019

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FOMS-CS Developer 2/1/2019 6/30/2019 FOMS-CS Support 2/1/2019 6/30/2019 Customer Service 2/1/2019 6/30/2019

3.5 Structure

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4 Implementation Plan/Project Approach

4.1 Methodology and approach (IBM Ascend)

This project is leveraging the IBM Ascend project methodology which breaks the project down into the following stages: Plan, Explore, Realize, Deploy and Sustain. Within these stages IBM and the client agree to completing deliverables within each stage to progress the project. The IBM Ascend method is based on a combination of SAP & IBM methods and approaches to deliver a project with success. This method is a structured approach to the delivery process. It allows work to be divided into distinct phases, with deliverables and tasks, that help project teams to better plan, execute and manage their work. IBM Ascend Method aims to assist by providing implementation project teams with recommendations in each phase, a practice description (the how) with list of deliverables (the what), and accelerators (such as templates, examples, guides and web links) in a user-friendly format. The IBM Ascend Method powered by SAP Activate supports implementation projects of SAP implementations to: ● Manage risk proactively ● Provide a sustainable foundation through transparency of all implementation activities ● Support for Hybrid/Agile and Waterfall delivery approaches Ascend leverages elements of the IBM Global Business Services (GBS) Agile framework to define a common hybrid approach for implementing package applications in an Agile way. It acknowledges that a pure Agile approach cannot be applied due to the integrated nature of package applications, but that Agile concepts can be used to achieve implementation benefits

Before exiting a stage, there will be a stage gate review which will review deliverables for each stage, ensure sign-off and appropriate approvals have been received and formally document the end of the stage. The Project Nexus Project Plan outlines these deliverables and will be updated as they are approved. If approvals for the stage’s deliverables have not been obtained, but project leadership is willing to progress, IBM will develop a plan to close out deliverables in the next stage. This plan will be tracked as part of the Project Nexus Risks, Issues, Decisions and Action log.

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4.2 Overall Approach

The Nexus Project will rely heavily on the implementer, IBM, to provide expertise and resources for the Agile Methodology, Automated testing and QA testing. SWG will conduct the User Acceptance Testing for each release. SWG will need to bring on additional resources for the new SAP skillset requirements for the Hybris Marketing on-premise solution. The ySSA module and the customer facing mobile app are expected to be supported via a Managed Services Agreement with a third-party provider. The overall implementation approach is to leverage and utilize the OCS web service capability as well as the previously built OCS integration to the Customer Service System (CSS) using Legasuite. This approach reduces data needed in the new applications as well as reducing time to develop the business rules regarding CSS data, as OCS has already performed this work. As CSS is expected to be replaced, it was agreed upon to not update CSS directly form the new applications, for this project.

4.3 Project Time Line The project schedule will be developed using Microsoft Project listing the key activities and timescales involved in implementing this project. The following shows the initial timeline per IBM SOW #1.

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4.4 Milestones The milestones listed below include schedule as well as SOW #1 specific milestones. Milestone Target Completion of the Prepare and Explore 6/2018 Stages 50% Completion of Release 1& 2 Build 8/2018 Release 1 Go-Live 10/2018 Release 2 Go-Live 12/2018 Release 3 Go-Live 4/2019 Release 4 Go-Live 6/2019 Project Completion 7/2019

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4.5 Quality Plan

4.5.1 Change Management Process Description Scope changes Will be addressed with an approved Scope Change Request document and an IBM Project Change Request (PCR) as needed. Process/organizational change Customer Engagement will collaborate with the management Project Management Office and external vendor for Organizational Change Management(OCM) for SWG notifications regarding the Nexus project.

4.5.2 Quality Management Process Description Testing strategy IBM is responsible for the Testing Strategy and Testing plans for SOW #1. Data OCS developers will develop and maintain the conversion/synchronization process to synchronize the limited data needed for ySC, yMKT and ySSA..

OCS developers will create a customer id for all CSS contacts and as new ones are added to CSS/OCS.

4.5.3 Risk Management Risks will be tracked and managed using IBM’s Risks, Actions, Issues Decisions (RAID) log.

The following identify some specific risks known at this time: x Physical Meeting and Testing room constraints. Several projects are underway concurrently impacting the limited space at the corporate campus. o Mitigation is to use IBM office space for workshops, while it is available. x Other projects such as the Data Warehouse and Bill Print projects may result in resource conflicts which could impact deliverable dates. The Project Managers will work together to coordinate, where possible. x The introduction of credit/debit cards as payment options on the mobile app increases the complexity of delivering the mobile app on the aggressive timeline established. The credit/debit card processor and implementation approach, for taking those payment types, has not been finalized at this time.

4.5.4 Decision Tracking Major decisions will be tracked separately from minor requirements and scope decisions in the IBM RAID log.

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4.5.5 Issue/Action Item/Defect Management

Issues and Action Items will be tracked on the RAID log. Once the Explore Stage is complete then the Nexus Project Plan will be used to track action items as tasks. Defects will be tracked in one of two places depending on when the defect is identified. (1) JIRA will be used to track defects identified in unit testing. (2) HP Quality center will be used to identify defects during User Acceptance Testing.

4.5.6 Communication Management Process Description Weekly IBM Project Status Weekly meeting held with the core IBM and SWG teams. Presentation summarizes progress against the plan, issue summary, action items review, and upcoming activities. Nexus Bi-weekly update meetings Updates to the Sponsor and CIO, CEC directors are also included. Minutes distributed. SWG Project Team Meetings As needed, SWG only team meetings to review SWG tasks, issues, action items etc. Monthly Oversight Committee Meeting Nexus project updates are provided to the CEC (CEC) Working Group (aka Nexus Oversight Committee) Monthly Steering Committee Meeting Review progress against the plan, issue summary, accomplishments/next steps, financial report, and risk report. Minutes distributed.

4.6 Completion Criteria Criteria Description User Acceptance Testing For each release the User Acceptance Testing results must be Signoff accepted prior to moving toward implementation. No SEV 1 or SEV 2 defects remain for either Functional or Visual defects. Go/No go Decisions The Steering Committee will provide Go/No go decision for each release prior to it being deployed into production and/or activated. Final Acceptance and Each Release will have a Final Acceptance and Sign off for Sign off IBM milestones. Lessons Learned Lessons Learned are documented prior to closing the project. Project closure memo Required to close out the project.

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5 Project Considerations

5.1 Assumptions

x SWG will not have access to the ySSA code or the code developed for the mobile app (iOS and Android). It is expected that Managed Services will be procured for support prior to go-live. x The Mobile app cannot go to production unless credit card capability is ready. x A short code will be acquired for SMS communications. This is needed for mass communications to mitigate being blacklisted and messages not being sent as expected. x A “Train the Trainer” process will be used. IBM will train resources designated by SWG on ySC (SuperScreen and Service Cloud functionality) o BTS and/or the Call Center will train end users x Active Directory Authentication and Single Sign On capability will be used for SWG Users in the new applications. x The IBM team will need AD credentials and VDI access to the SWG network. x JIRA (hosted Nexus Project) will be used for all SWG and IBM developer resources through unit testing and QA activities. Many of the JIRA users will be off-shore resources and will not have Active Directory credentials or access to the SWG network. x A VPN tunnel will be needed for Smart Energy Water (SEW) resources to test the OCS Web Services. x OCS/MyAccount changes will be implemented in the code base that includes the two-hour appointments (FOMS-CS initiative). x FOMS-CS software (ARM 1.4.1) will not be upgraded to ARM 2.0 during the timeframe of the Nexus Project. x The Customer Service Modernization project (CSM) CIS implementation will not ramp up to where the Nexus core team resources are heavily impacted (though May 2019). 5.2 Constraints

The following constraints have been identified for the Nexus Project: x No Personally Identifiable Information (PII) is allowed to either reside or traverse through the new applications.

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x The PII identified as included in the PII restriction has been identified as follows: o Social Security number (last 4 is also restricted) o Driver’s License number o Passport ID o U.S Government-issued ID o State or Country-issued ID x The Project should not result in data being replicated unless deemed necessary. Attempts to restrict data replication will be part of the project. x Go-Live target dates for Release 3 (Agent Desktop) and Release 4 (Tech En Route) are restricted to not occur during the busy season, identified as October 1st through April 1st. 5.3 Dependencies Project /Initiative Type Description FOMS-CS Integration Nexus is dependent upon the FOMS-CS two-hour appointment initiative being implemented as planned in August 2018.

6Appendix

6.1 Supporting Documentation All project documentation may be found on the Nexus Project SharePoint site using the link below: Nexus Project Sharepoint site

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HourGlass

Project Charter

Southwest Gas Corporation [Confidential if applicable] [For Internal Use only if applicable] 8/15/2016 ©2000 - 2005 Method123 Ltd. All rights reserved 167 EXHIBIT NO.___(JLE-8) PAGE 2 OF 18 HourGlass Project Charter

Document Control

Document Information Information Prepared by Laura Okey File Name Project Charter - PHG Project ID P16008 Method 123 owns the copyright for the use of this document Copyright Notice template

Document History Version Date Changes SP 0.1 8/15/2016 Initial Draft SP 0.8 9/14/2016 Distribution version for team review SP 1.0 10/3/2016 Distribution version for Oversight and Sponsor review and Approval SP 2.0 10/7/2016 Final Approved Version

Document Review Version Review Date Reviewer SP 0.14 9/29/16 Cyndi Haas SP 0.8 9/19/2016 Terry Molnar Lucas Miller 9/29/2016 Rich Crane SP 0.8 9/20/16 AnnaMarie Toms

Document Approvals Role Name Signature Date Project Sponsor Greg Peterson 10/7/2016 Project Oversight Sharon Braddy-McKoy 10/7/2016 Committee Terri Grooms 10/7/2016 Lisa Wamble 10/7/2016 Fran Huchmala 10/7/2016 Reagan Monroe Jr. 10/7/2016

Ken Briggs 10/7/2016

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Table of Contents 1 EXECUTIVE SUMMARY...... 1 2 PROJECT DEFINITION ...... 1 2.1 BACKGROUND ...... 1 2.2 BUSINESS OBJECTIVES ...... 1 2.3 SCOPE ...... 2 2.4 HIGH LEVEL BUSINESS PROCESS DIAGRAM ...... 3 2.5 KEY DELIVERABLES AND APPROVERS ...... 3 2.6 FINANCIAL PLAN ...... 4 3 PROJECT ORGANIZATION ...... 4 3.1 KEY ROLES ...... 4 3.2 RESPONSIBILITIES ...... 5 3.2.1 PROJECT SPONSOR ...... 5 3.2.2 OVERSIGHT COMMITTEE ...... 5 3.2.3 PROJECT MANAGER ...... 6 3.2.4 TEAM LEADS ...... 7 3.2.5 TEAM MEMBERS ...... 8 3.2.6 SUBJECT MATTER EXPERTS ...... 9 3.3 STAKEHOLDERS ...... 9 3.4 PHASE 1 RESOURCE PLAN ...... 9 3.5 STRUCTURE ...... 11 4 IMPLEMENTATION PLAN/PROJECT APPROACH ...... 12 4.1 APPROACH ...... 12 4.2 PROJECT TIME LINE ...... 12 4.3 MILESTONES ...... 13 4.4 QUALITY PLAN ...... 13 4.4.1 SCOPE CHANGE MANAGEMENT ...... 13 4.4.2 QUALITY MANAGEMENT ...... 13 4.4.3 RISK, ACTION ITEM AND ISSUE MANAGEMENT ...... 13 4.4.4 DEFECT MANAGEMENT ...... 13 4.4.5 COMMUNICATION MANAGEMENT ...... 14 4.5 COMPLETION CRITERIA ...... 14 5 PROJECT CONSIDERATIONS ...... 15 5.1 ASSUMPTIONS ...... 15 5.2 CONSTRAINTS ...... 15 5.3 DEPENDENCIES ...... 15 6 APPENDIX ...... 15 6.1 SUPPORTING DOCUMENTATION ...... 15

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1 Executive Summary To provide our employees with compensation policies and practices that are consistently and accurately applied in compliance with Federal and state laws, SWG will create an integrated solution of processes and systems to replace the On-line Time Entry system (OLTE). The new time and attendance solution will be a one stop location for capturing time, managing leave, and documenting shifts. It will be easy, accurate, and support mobile technology access. Unlike OLTE, which requires employees to have knowledge of time entry policies, the new solution will embody this knowledge, allowing employees to focus on simply capturing the hours they work.

2 Project Definition 2.1 Background SWG employees, timekeepers and managers use the OLTE system to capture and approve time for payroll purposes. OLTE is an internally developed mainframe system with a user interface that presents learning and operating challenges which can lead to misinterpretation of overtime and special pay rules, which in turn leads to errors in employees’ time. OLTE also does not allow for easy employee access from any work location, requiring the use of timekeepers Companywide to enter time on employees’ behalf. SWG owns, but has never implemented Oracle Time and Labor (OTL). OTL has been evaluated at least twice as a replacement for OLTE, most recently during the Financial Systems Modernization (FSM) project in 2014. The FSM evaluation was for a straight replacement of OLTE and did not include identification of new requirements, opportunities for business process improvements or standardization and simplification of compensation policies and their application. In an effort to transform the time and attendance processes and system, Project HourGlass was approved and initiated by the Project Review Board in June 2016. 2.2 Business Objectives By modernizing the time and attendance process, SWG will be able to meet the following business objectives: x Regulatory Compliance o Provide a foundation that provides flexibility in responding to regulatory changes. x Technology o Offer a cost effective solution that is easy to learn and operate and promotes accurate capturing of employee time and attendance. o Support the requirements of a varied location and mobile workforce. Please note that the decision to either deploy Company-owned

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devices, or allow for the use of personal devices to enter time, is not within the scope of this project. However, the ability to support the use of mobile technology should be considered when evaluating the available solutions. o Promote the hiring, training and retention of an effective workforce by providing relevant technological tools to support business needs and to improve the user experience. x Accuracy o Ensure consistent application of compensation policies. o Provide the tools necessary to enable standard business processes. x Knowledge Transfer o Capture legacy knowledge of functional experts before retirements expected by the end of 2017. 2.3 Scope The scope of the project will be executed in a phased approach. Sponsor approval will be required before proceeding to the second phase. Business processes considered in scope include: x Time Management – the capture, entry and approval of worked and paid absence time, and calculation of applicable compensation policies for payroll purposes. x Leave Management –the request, approval, capture and calculation of paid time off for payroll and team management. x Shift and Schedule Management – the documentation of employee shifts for the purposes of enabling calculation of compensation policies and ensuring department coverage. x Business Analytics and Reporting – the capture, reporting and tracking of key process indicators related to time and attendance for employee and compliance management. Phase 1 of the project consists of the activities necessary to assess the current state of processes and policies, identify improvement opportunities, complete peer discovery, define the desired future state and requirements, and select the right technology to support the requirements. Phase 2 of the project involves the activities necessary to implement the solution selected in phase 1. Not within scope of the phase 2 implementation: x Leave of absence management changes

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x Compliance tracking solution x Changes to the paid time off plan, with the exception of California requirements Not within scope, but considered a parallel effort, is the analysis and modification of compensation policies. During Phase 1, a flexible solution will be selected that can handle today’s and future compensation policy needs. Changes to existing policies will need to be defined by early second quarter 2017 to be included in the implementation.

2.4 High Level Business Process Diagram e oye l Emp ime Keeper (Rep, MA) (Rep, Keeper ime T upervisor S

2.5 Key Deliverables and Approvers Deliverable Approval Project Charter Project Sponsor As-Is Processes Key Business Stakeholders Requirements Business Owners (Acctng, HR) Recommended Solution Oversight and Sponsor Phase 2 Implementation Plan Oversight and Sponsor Phase 2 Cost Estimate Project Sponsor To-Be Processes Key Business Stakeholders Functional Specifications Project Team

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Technical Specifications Project Team Test Plan Project Team Training Plan Key Business Stakeholders Configuration Project Team and Support

2.6 Financial Plan This is a capital project under work order 0061W0002738. Total costs are estimated at $2.2 million, and will be refined at the end of Phase 1 when the solution is selected. Project financials will be tracked and reported monthly to the Oversight Committee. A mid-project re-estimation, in accordance with PMO standards, will be conducted to determine the project is still on track with total projected costs.

3 Project Organization 3.1 Key Roles Role Name Title Department Sponsor Greg Peterson VP/Controller/CAO Controller Steering Greg Peterson and the Committee (SC) ERP Governance Board Sharon Braddy-McKoy Vice President/HR Human Resources Terri Grooms Director/Comp & Human Resources Benefits Lisa Wamble Director/Accounting Gas & Regulatory Accounting Oversight Committee (OC) Fran Huchmala Director/App & Tech Application Services Supp Reagan Monroe Jr. Director/Bus Tech Business Technology Support Supp Ken Briggs Director/App Services Application Services Project Manager Laura Okey Project Manager Project Management Team Members Rich Crane Business Analyst Business Technology Support Diane Truex Analyst I Payroll Admin/Div HR & Human Resources Cyndi Haas Projects Analyst Lucas Miller III/Programmer App Svcs / Finance & Admin Craig Cohen Analyst/Systems App Svcs / Finance & Admin

Subject Matter Experts / Division POCs Terry Molnar Admin/Payroll Payroll Admin/Bus Tech Annamarie Toms Supp Oracle Business Support Rose Capono Generalist II/HR Human Resources SAZ Ronica Thompson Generalist II/HR Human Resources CAZ Tammy Short Admin/Div HR Human Resources SNV Elizabeth Casci Generalist III/HR Human Resources NNV

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Role Name Title Department Monica Badgette Admin/HR Human Resources Corp Deborah Jacobs Analyst II/HR Human Resources Compensation Associate General Meredith Strand Counsel Legal Affairs

3.2 Responsibilities

3.2.1 Project Sponsor The Project Sponsor holds the final decision-making power to set priorities, approve the scope, and resolve project issues at the policy and strategic level and will be primarily responsible for: x Participating in the Oversight Committee and associated meetings. x Guiding the project’s strategic direction, scope and objectives to ensure corporate strategic alignment and executive support. x Making key financial and staffing decisions. x Overseeing the project budget and cost recovery strategy. x Approving change orders with a material impact. x Communicating status, critical issues and changes to senior management and escalating issues to the CEO as required. x Working with the Project Manager to establish the project organization, including Oversight and team members. x Issuing a Project Charter Memo to inform affected and interested departments and personnel about the start of the program. x Approving the Project Charter. x Approving project go/no go decisions. x Authorizing acceptance of the final solution delivered by the project. x Approving the long-term application support structure.

3.2.2 Steering Committee The Steering Committee for this project will be provided by the Enterprise Resource Planning (ERP) Governance Board. The board has consultative decision-making rights to the Sponsor and will be primarily responsible for: x Serving as an executive level advisory committee to the Sponsor of the project and advising the Sponsor on key issues. x Supporting project staffing with appropriate internal resources.

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x Assisting with strategy definition. x Driving broad organization-wide change management. x Providing executive communications support to the entire organization (top- down messaging). x Managing dependencies and prioritizing activities affecting ERP systems.

3.2.3 Oversight Committee The Project Oversight Committee has consultative decision rights to the Project Manager and will be primarily responsible for: x Staffing the project team with the right people. x Empowering and supporting decisions made by the team. x Monitoring project progress and priorities. x Advising the team on cross-functional process/procedural changes. x Driving organizational and process changes and communications. x Acting as the communication liaison for their respective organization regarding project objectives, progress, and requests for input for requirements. x Assisting with the resolution of risks, issues, and change orders. x Providing high-level planning and coordination for the project. x Ensuring the team has everything needed to deliver successfully. x Confirming all project requirements and expectations have been delivered and adequately satisfied. x Recommending project go/no go decisions for major milestones. x Determining long-term application support structure.

3.2.4 Project Manager The Project Manager will be primarily responsible for: x Undertaking the activities required to initiate, plan, execute, and close the project successfully. x Managing project activities, budgets, schedules and milestones as authorized by the Project Sponsor. x Managing project staff and allocating resources needed to execute the schedule. x Making decisions to manage and mitigate project level risks and issues.

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x Escalating issues or changes to the Oversight Committee and Sponsor. x Managing the scope change process. x Making schedule change decisions that may affect major milestones but do not affect the go-live date. x Facilitating Oversight Committee meetings and Sponsor updates. x Recommending project go/no go decisions for major milestones. x Prioritizing critical project tasks. x Complying with Project Management Office standards and communication updates. x Identifying Contract Administration requirements and adhering to established vendor management policies and agreements. x Managing vendor contracts and compliance. x Coordinating with Project Managers responsible for other initiatives. x Managing the Change Management Plan and progress. x Develop preliminary production system responsibility support matrix.

3.2.5 Team Leads The Team Leads have decision-making authority for process changes and improvements and are responsible for: x Serving as principal expert in their area. x Managing the scope, activities and deliverables of the work (first line of defense against scope creep). x Leading reengineering and standardization efforts. x Proactively leading, managing and monitoring day-to-day work activities. x Developing requirements, training materials, test scenarios and scripts. x Approving and developing deliverables and recommending changes required for acceptance. x Leading the implementation of process improvements and other related business and data changes. x Leading the testing of the system and process changes to ensure they meet the business needs. x Designing and delivering training (if required) to the end users. x Consulting and involving other key resources or SMEs as needed.

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x Making decisions and improvement recommendations that may impact people, process or systems (technology) as empowered by their management. x Undertaking all tasks assigned by the Project Manager. x Escalating issues and risks to be addressed by the Project Manager. x Attending and participating in regularly scheduled team meetings. x Reporting progress on the execution of tasks to the Project Manager. x Communicating project status to home department and/or management. x Communicating with Oversight members, as appropriate, to facilitate required decisions and business changes. x Recommending project go/no go decisions for major milestones.

3.2.6 Team Members The Team Members are primarily responsible for: x Bringing process and functional expertise to the team coupled with an understanding of the existing business process. x Documenting requirements. x Making improvement recommendations that may impact people, process or systems (technology) as empowered by their management. x Consulting and involving other key resources or SMEs as needed. x Designing the to-be business processes. x Development of test cases and testing of system or process changes to ensure they meet the business needs. x Designing and delivering training (if required) to the end users. x Assisting in the implementation of process improvements and other related business changes. x Undertaking all tasks assigned by the Project Manager and Team Lead. x Escalating issues and risks to be addressed by the Team Lead and Project Manager. x Attending and participating in team meetings. x Reporting progress on the execution of tasks to the Team Lead and Project Manager. x Communicating project status to their department and/or management.

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x Documenting key internal controls of the system, including analysis of control changes in relation to prior state.

3.2.7 Subject Matter Experts and POCs The Subject Matter Expert members will be primarily responsible for: x Bringing process and functional expertise to the team. x Making improvement recommendations that may impact people, process or systems. x Participating in business process analysis including attending meetings and workshops, identifying requirements, and reviewing the design of the to-be processes, UAT test plans, and training materials. x Assisting with implementing improvements and other related process changes in their departments. x Consulting with and involving other key resources or SMEs as needed. x Raising potential issues and risks to the Team Lead and Project Manager. x Assist with the testing of system or process changes to ensure they meet the business needs. x Attending and participating in team meetings as needed. x Communicating project status to their department and/or management as appropriate.

3.3 Stakeholders Stakeholder / Group Stakeholder Interest Accounting/Payroll Business Process Owner Human Resources Policy Owner Operations Division Users App Services/Financial Application Support for OLTE and Oracle BTS/OBS Business Technology Support and Training Legal Affairs Labor Laws

3.4 Phase 1 Resource Plan Role Availability Start Date End Date Payroll 10 hrs/week total 6/13/2016 12/31/2016 Business Analysts (1) 15 hrs/week each 6/13/2016 12/31/2016 Human Resources (1) 10 hrs/week 6/13/2016 12/31/2016 Tech lead (1) 10 hrs/week 6/13/2016 12/31/2016

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3.5 Structure

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4 Implementation Plan/Project Approach 4.1 Approach

The project will be implemented in a phased approach with authorization received by the Sponsor before proceeding with the next phase. Project team members may change as the project proceeds from one phase to another. In Phase 1 the project team will analyze the current state, review state and federal regulations and consult with peer companies to define business requirements to identify and recommend a solution and implementation schedule. Phase 2, implementation of the solution, will depend on the solution selected, but may follow an incremental delivery schedule to continuously deliver business benefit and functionality based on requirement priority, complexity and resource capacity.

4.2 Project Time Line The project schedule will be developed using SharePoint and Microsoft Project, listing the key activities and timescales involved in implementing this project. Phase 1: July – January 2017 x Current State Analysis x Peer Discovery x Requirements Definition x Solution Selection x Project Plan and Cost Estimate for Phase 2

Phase 2: Duration TBD Target Implementation prior to 9/30/2017 x Contract Negotiation x Functional Design x Technical Design x Configuration x Testing x Training x Go-Live

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4.3 Milestones x Phase 1 Milestone Target Peer Discovery Complete September 2016 Requirements Complete September 2016 Selection RFP Distributed October 2016 Solution Selection and End Phase 1 January 2017 Phase 2 Implementation September 2017

4.4 Quality Plan The management processes to be undertaken during this project are summarized in the following table.

4.4.1 Scope Change Management The project manager is responsible to ensure all changes follow procedures listed in this change control process. The Sponsor and Oversight Committee is responsible for the approval of changes during the project. The process will be as follows:

VALIDATE ACTION CLOSE IDENTIFY ANALYZE CONTROL (Verify the (Execute (Verify (Identify and (Analyze (decide change is decision, actions is document schedule, whether to valid and including complete and the required cost and execute the requires revising close change change) effort impact) change) management) plans) request)

4.4.2 Quality Management Process Description Requirements Management Documenting, analyzing, tracing, prioritizing business requirements, controlling the changes and communicating to relevant stakeholders. A continuous process to identify a capability expected in the business outcome of the project. Testing Strategy This will be addressed in the Testing Strategy in Phase 2. Training Strategy This will be addressed in the Training Strategy in Phase 2.

4.4.3 Risk, Action Item and Issue Management Initial project risks are documented using the Initial Project Risk Assessment. On- going risks, actions, and issues will be tracked on the project SharePoint site, enabling the team and project manager to monitor and control the status of each item.

4.4.4 Defect Management This will be addressed in the Testing Strategy in Phase 2.

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4.4.5 Communication Management The following table defines the recurring, routine communication within the Oversight Committee, and project teams. The timing provided in the table below is typical of most projects and is flexible as the progress of the project warrants.

Process Description Project Team Meetings Team meetings scheduled as needed to keep the team members and SMEs informed about key milestones, schedule, risks, issues, or potential changes. Team Lead Meetings The team leads will meet with project manager semi-weekly or as needed to discuss progress to date, task assignments, current risks, issues, and any changes. Project Oversight Committee Monthly meetings are conducted to Meetings report on deliverables, milestones, and updates on key discoveries and issues as needed. Minutes distributed to Oversight, Project Team and other Stakeholders. Departmental Status Team leads, team members, or SMEs Meetings will regularly attend scheduled departmental or functional meetings and provide project updates, recent key decisions, upcoming workshop topics, etc. Project Status Reports Project status is reported to the project sponsor, the oversight committee, stakeholders, the project team, and IS management monthly through the IS Management Status, Portfolio Status and Oversight Minutes.

Portfolio Status Report Updated monthly or as needed for the PRB.

Communication Email, PowerPoint presentations, Mechanisms: teleconference, Videoconference and face to face meetings

4.5 Completion Criteria The following table lists the criteria that must be met for closure of the project to be approved.

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Criteria Description Scope The project must have operated within the scope specified by this document. Deliverables The project must have produced the deliverables specified in this document and/or the Project Plan. Acceptance The stakeholders must have identified all project deliverables as complete. General Where possible, the project must have produced the deliverables on schedule, within budget, and within specification.

5 Project Considerations 5.1 Assumptions

x On-premise solution would be Oracle Time and Labor (OTL) and the initial project budget is based on this assumption. x Request for proposal process will be followed to select a cost effective solution that best meets business requirements. x OTL will be evaluated against business requirements along with other solutions. x Existing compensation policies will be implemented, unless modifications have been defined. 5.2 Constraints

x No implementation during fourth quarter. x All project resources are part-time. x Other activities involving the same applications and resources as defined in the dependency table. 5.3 Dependencies Project /Initiative Type Description

6 Appendix 6.1 Supporting Documentation Project Brief Initial Risk Assessment Project Prioritization Worksheet

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MEMORANDUM

To: Carl Landre, Ngoni Murandu, Anita Romero

From: Luca Cotrone

Date: July 2, 2018

Subject: Contract Approval

Attached for your approval are an amendment to our Enterprise License Agreement (ELA) with VMware, a quote from Dell, and a contract change order. Dell owns VMware and is acting as a value-added reseller for this transaction.

This change order is for adding licensing for virtual desktops and NSX. The additional virtual desktop licensing is needed to account for growth. NSX is VMware’s software defined networking product. NSX will be a key piece of our automation initiative. Software defined networking will enable the automated provisioning of entire application stacks. We will use this with VMware’s vRealize Automation to prepare automated provisioning for the new CIS application.

Included in this proposal is the Enterprise Plus version of NSX. This includes other features that will strengthen the visibility and security of the VMware environment. Enterprise Plus includes vRealize Network Insight that gives us visibility into communications within the VMware environment. This allows us to see which virtual machines are talking to each other. NSX also allows the assignment of security features at the VM level. Virtual firewalls can be created for individual VMs and policies for what a VM can talk to can be defined. As the VM is moved between hosts, data centers, or clouds, the security policies will follow with it.

Also included in this proposal is the use of a Technical Account Manager (TAM) for 5 years, professional services credits for installation and configuration of NSX, the hybrid purchasing program for adding small amounts of licenses, and credits for using VMware on AWS. The TAM will help with issue management, escalation and resolution, and provide best practices and educational sessions. We have had a TAM for the past year and have found it to be very beneficial.

The total cost of this proposal over 5 years is $4,700,287, which is $2,337,458 of capital and $2,362,829 of O&M. Although this item is included in the 2018 capital and O&M budgets, there will be unfavorable variances in each. There will be an unfavorable capital variance of approximately $1,837,450 and an unfavorable O&M variance of approximately $40,000 in 2018. The three year budget plan will

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Page 2 be adjusted to account for this additional maintenance. At the end of the 5-year term, ongoing maintenance will be $452,960.

Please authorize this purchase by signing the attached documents where indicated. Separate work order and material requisition E-Forms will be submitted for this purchase. Call me at extension 7172 if you have any questions or concerns.

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GTS Purchasing Module Enhancement

Project Definition Document

Southwest Gas Corporation Confidential For Internal Use only January 6, 2014 ©2000 - 2005 Method123 Ltd. All rights reserved 188 EXHIBIT NO.___(JLE-10) PAGE 3 OF 20 GTS Purchasing Module Enhancement Project Definition Document

Document Control

Document Information Information Prepared by Lynn Snyder \\swgas.com\swgshr\lvc\prj\GTS Purchasing Module File Name Enhancement\4 Planning Phase\Proj Definition Doc Project ID P12012 Method 123 owns the copyright for the use of this document Copyright Notice template

Document History Version Date Changes 1.0 01/28/2014 Initial document

Document Review Version Review Date Reviewer 01/28/2014 Kathy Bechtol 01/28/2014 David Casey 01/28/2014 Raghu Govindaraj 01/28/2014 Ramakrishna Kothapeta 01/28/2014 Ophelia Matol 01/28/2014 Mary Mercer 01/28/2014 Tamil-Selvan Nagamuthu 01/28/2014 John Olenick 01/28/2014 Anil Potu 01/28/2014 Chris Pytel 01/28/2014 Anita Reubens 01/28/2014 Eric Rost 01/28/2014 Jeanne Sterling 01/28/2014 Robert Tricarico

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Document Approvals Role Name Signature Date Project Sponsor Randy Gabe e-mail approval 03/12/2014 Project Steering Randy Gabe e-mail approval 03/12/2014 Committee Greg Peterson e-mail approval 03/18/2014 Anita Romero e-mail approval 03/04/2014 Project Oversight Fran Huchmala e-mail approval 02/07/2014 Committee John Olenick verbal approval 01/28/2014 Lisa Wamble e-mail approval 02/05/2014 Project Manager Lynn Snyder On-line approval 03/18/2014

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Table of Contents 1 EXECUTIVE SUMMARY...... 1 1.1 BACKGROUND...... 1 1.2 BUSINESS OBJECTIVES...... 1 1.3 SCOPE...... 2 1.4 KEY DELIVERABLES AND APPROVERS...... 3 1.5 FINANCIAL PLAN ...... 3 2 PROJECT ORGANIZATION ...... 4 2.1 ROLES ...... 4 2.2 RESPONSIBILITIES ...... 5 2.3 STAKEHOLDERS ...... 9 2.4 RESOURCE PLAN ...... 9 2.5 STRUCTURE ...... 10 3 IMPLEMENTATION PLAN/PROJECT APPROACH ...... 11 3.1 OVERALL APPROACH...... 11 3.2 PROJECT TIME LINE ...... 11 3.3 MILESTONES ...... 11 3.4 QUALITY PLAN ...... 11 3.4.1 CHANGE MANAGEMENT ...... 12 3.4.2 QUALITY MANAGEMENT ...... 12 3.4.3 RISK MANAGEMENT...... 12 3.4.4 ISSUE/ACTION ITEM/DEFECT MANAGEMENT ...... 13 3.4.5 COMMUNICATION MANAGEMENT ...... 13 3.5 COMPLETION CRITERIA...... 13 4 PROJECT CONSIDERATIONS ...... 14

4.1 ASSUMPTIONS ...... 14 4.2 CONSTRAINTS ...... 15 5 APPENDIX ...... 15

5.1 SUPPORTING DOCUMENTATION ...... 15

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1 Executive Summary

The purpose of this project is to rewrite the Purchasing subsystem (GASAQT) that consists of the following (Gas Acquisition, Gas Scheduling and Settlements) within the Gas Transaction System (GTS) application. The current subsystem was written over 15 years ago and fundamentally does not fully match the current business model of the Gas Purchases and Transport (GP&T) department and Southwest Gas (SWG).

1.1 Background

The GTS application was developed 15 years ago. The purpose of the GTS is to record and calculate information related to every unit of gas which is forecast, purchased, sold, transported, stored, vaporized, or liquefied by SWG, including settlement, billing, and accounting information. The GTS is designed to support the daily operations of the Gas Acquisition, Gas Scheduling, Volume Determination, Gas Settlements, Gas Accounting, Transportation and Large Customer Billing functional areas contained within SWG. The GTS is organized into subsystems to support these processes. Gas Acquisitions is the purchasing subsystem of the GTS with a primary purpose to assist Gas Buyers in developing an optimal Daily Supply Plan. This subsystem does not fully match the current business model of the GP&T department. Some of the functionality and business rules that are included in the subsystem are out- of-date and are no longer applicable, which makes it cumbersome for the user to navigate through the system. The current application architecture is heavily patched to facilitate the current business operations. Supporting the existing application’s technological shortfalls and out-of-date design anomalies has become a significant risk. These same risks are compounded by the time restricted business requirements of the department. Minor changes and enhancements require extensive impact analysis and testing. The new design will make use of newer technologies and design methodologies that will be cleaner, easier, and safer to maintain in the future.

1.2 Business Objectives

x Create a streamlined application that supports the business model and offers an efficient user interface by having fewer screens to navigate x Create a better understanding of the business rules for the development staff and Application Support Group

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x Provide a knowledge transfer framework that supports cross-training for application support. x Bring new functionality into the system, which reduces manual effort and/or time consuming processes involving other applications x Integrate and complete a large number of change requests from the backlog x Create appropriate user, support, and technical documentation for reuse x Make the application easier to maintain with the use of new technology tools and current industry coding standards and features x Eliminate the inherent risk the development team encounters when working with the legacy objects that skirt the limits of the development tools because of the volume of code and size of the files

1.3 Scope

The scope of the project will be implemented in a single phase. x The project consists of tasks necessary to produce business requirements, workflows, and scope of work document. It also consists of tasks necessary to produce a detailed project plan and cost proposal. x The project involves the tasks necessary to complete data conversion, application interfaces, testing, and training requirements. x The project involves the implementation of the rewritten GTS purchasing module and the conducting of lessons learned after initial roll out.

The scope of the project to x Identify or confirm project team members x Formalize Oversight Committee members x Formalize Steering Committee members x Document business/functional requirements and associated workflows x Document system or technical requirements x Develop a Project Definition Document x Develop a Business Requirement Document (BRD) x Develop a project plan that includes assigned tasks and timeline for completing activities x Complete data conversion and data migration strategy and plan

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x Complete testing strategy and plan x Complete training strategy and plan x Complete communication plan x Complete production implementation x Conduct Lessons Learned x Define and document the application support structure, including roles and responsibilities to be used when the application is in production.

1.4 Key Deliverables and Approvers Deliverable Sponsor Steering Oversight Committee Committee Project Charter Approve Review Review Project Definition Document Approve Approve Approve Communications Strategy Approve Approve Approve Data Conversion & Migration N/A N/A Review Strategy Testing Strategy N/A N/A Review Training Strategy N/A N/A Review Implementation Strategy N/A N/A Review

1.5 Financial Plan Work order 0061 W0001012 with an estimate of $500,000 has been authorized for this project. Expenditure Category Expenditure Item Expenditure Amount Contractor Services $500,000

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2 Project Organization

2.1 Roles Role Name Title Department Sponsor Randy Gabe VP/Gas Resources Gas Resources Steering Randy Gabe VP/Gas Resources Gas Resources Greg Peterson VP/Controller/CAO Controller Anita Romero SVP/Staff Ops & Information Services Technology Management/Staff Operations Oversight John Olenick Dir/Gas Supply Gas Supply Fran Huchmala Dir/Application Application Services Services Lisa Wamble Dir/Regulatory Gas & Regulatory Accounting Accounting Project Team Robert Aytes Supv/Gas Scheduling Gas Scheduling Kathy Bechtol Analyst III/Gas Tran Gas Systems Support Sys Support Staff David Casey Supv/GTS Systems Gas Systems Support Staff Raghu Govindaraj Sr. Analyst/Systems Regulatory, Gas Supply & Legal Ramakrishna Ramakrishna PMO and Regulatory, Kothapeta Kothapeta, LLC. Gas Supply & Legal Ophelia Matol Analyst III/Gas Tran Gas Systems Support Sys Support Staff Mary Mercer Mgr/Application Regulatory, Gas Supply Services & Legal Tamil-Selvan Sr. Analyst/Systems Regulatory, Gas Supply Nagamuthu & Legal John Olenick Dir/Gas Supply Gas Supply Anil Potu Contractor/Project Regulatory, Gas Supply Consulting Specialist & Legal Inc. Chris Pytel Analyst/Systems Regulatory, Gas Supply & Legal Anita Reubens Admin/Gas Purchases Gas Purchases and & Transport Transport Eric Rost Admin/Gas Purchases Gas Purchases and & Transport Transport Jeanne Sterling Sr. Analyst/Accounting Contract Audit Robert Tricarico Sr. Analyst/Accounting Contract Audit Project Lynn Snyder Project Manager II PMO Manager

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2.2 Responsibilities

Project Sponsor The Project Sponsor will be primarily responsible to x Work with the project manager and affected departments to complete the project organization including project team membership and Oversight and Steering Committee membership x Complete initial Project Prioritization and Risk Assessment matrices working with the project manager or designee x Review the initial Project Prioritization and Risk Assessment matrices with the project manager and revise as mutually agreed or as future circumstances dictate x Communicate business issues or changes to the appropriate levels of the project organization as necessary x Participate in Project Management Steering Committee meetings as appropriate to resolve conflicts and priorities related to sponsored projects that are part of the project portfolio x Issue a Project Charter Memo to inform affected and interested departments and personnel about the start of the project x Approve the Project Definition Document created by the project manager including criteria for final project acceptance and completion/closure x Approve specific deliverables as described in the Project Definition Document and/or project plan and upon request; provide input on key project-related decisions x Approve project scope and objectives as they pertain to corporate strategic direction x Approve project go/no go decisions x Authorize acceptance of the final solution delivered by the project

Project Steering Committee The Project Steering Committee will be primarily responsible to x Review and approve the Project Definition Document created by the project manager including criteria for final project acceptance and completion/closure x Ensure the project objectives and plans are compatible with corporate strategic objectives

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x Provide project direction and obtain project funding and resources consistent with SWG business priorities x Communicate project vision to Oversight Committee and Project Manager x Approve specific deliverables as described in the Project Definition Document and/or project work plan x Provide resolution of key project-related decisions or escalated as requested by the Oversight Committee x Review and approve Oversight Committee recommendations x Obtain approval for substantive changes in Company procedures, policies, staffing, and operations that are needed for or driven by the project x Confirm all project requirements and expectations have been delivered and adequately satisfied x Approve long term application support structure

Project Oversight Committee The Project Oversight Committee will be primarily responsible to x Act as communication liaison for their respective organization on project objectives, progress, and requests for input for requirements x Review and approve the Project Definition Document created by the project manager including criteria for final project acceptance and completion/closure x Provide Project Team resources and other support as requested x Approve specific deliverables as described in the Project Definition Document x Oversee the progress of the project x Resolve all high-level risks, issues, and change requests x Provide high-level planning and coordination of the project x Ensure the project team has everything it needs to deliver successfully x Make recommendations to Steering Committee regarding project issues and funding x Confirm all project requirements and expectations have been delivered and adequately satisfied x Recommend project go/no go decisions for major milestones x Determine long term application support structure

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Project Manager The Project Manager will be primarily responsible to x Deliver the project on time, within budget, and to specification x Manage project staff and project stakeholders x Undertake the activities required to initiate, plan, execute, and close the project successfully x Communicate project progress through periodic project status meetings or reports x Validate post project completion application owner and responsibilities x Define project roles and responsibilities x Develop preliminary production system responsibility support matrix

Project Team Members The Project Team members will be primarily responsible to x Contribute subject matter expertise for this business/user, technical, or end-user support perspective x Undertake all tasks allocated by the project manager specified in the approved project plan x Report progress of the execution of tasks to the project manager on a frequent basis x Escalate issues and risks to be addressed by the project manger x Attend regularly scheduled team meetings x Participate in developing requirements and recommendations x Contribute to evaluation x Communicate project status to department and/or management x Recommend project go/no go decisions for major milestones

In addition, the following identifies the responsibilities of project team members by department or job function:

Gas Transactions Systems Support (GTSS) x Define Test Scenarios x Perform User Acceptance Testing

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x Develop Training Materials x Conduct User Training for the application x Provide reference materials for end-users and business owners

Business Analyst (BA) x Conduct interviews with associated stakeholders to obtain and organize business objectives x Act as the liaison between the end-user and systems analysts to integrate business needs with technical capabilities x Define and record functional requirements through the design of workflow diagrams, charts, and manuals x Define, develop, and implement end-user test plans and other QA assessments x Participate in integration testing, functionality testing, and acceptance testing x Conduct Defect meetings

Developers/Analyst Team x Design and develop the application based on the Business/Functional specifications x Perform unit testing of the application x Develop data migration and integration conversion scripts x Develop batch jobs and schedules x Develop interfaces x Develop and participate in integration testing, regression testing, and support user acceptance testing. x Define, develop and coordinate the Implementation strategy x Perform data conversion activities

Subject Matter Experts (SMEs) x Provide current manual and process details x Provide requirements for the new application x Provide data conversion verification acceptance

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x Communicate procedures to other project personnel x Participate and provide final user acceptance before production implementation (go-live)

2.3 Stakeholders Stakeholder / Group Stakeholder Interest Project Sponsor Ensure the project scope and objectives pertain to corporate strategic direction Project Steering Committee Ensure the project scope and objectives pertain to corporate strategic direction Project Oversight Committee Ensure the project team has everything it needs to complete the project successfully Project Team Project team members are responsible for (and therefore have a key interest) this project Regulatory, Gas Supply, and Provide support as it relates to the migration, Legal (Application Services) configuration, or programming in the GTS application Gas Purchases and Transport Application user Gas Scheduling Application user Contract Audit Application user Gas Systems Support Staff As owner and primary support of GTS, ensure successful data migration External Contractors Application user

2.4 Resource Plan To ensure the project is fully resourced, the following general resource list has been specified. A detail plan will be provided later in the Project Planning phase. Role Start Date End Date Project Sponsor (1) May 2013 December 2015 Project Manager (1) May 2013 December 2015 Project Steering Committee (3) May 2013 December 2015 Project Oversight Committee (3) May 2013 December 2015 Core Project Team (15) May 2013 December 2015

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2.5 Structure GTS Purchasing Module Enhancement Project As of 02/04/2014

Project Sponsor Randy Gabe

Steering Committee Randy Gabe Greg Peterson Anita Romero

Oversight Committee Fran Huchmala John Olenick Lisa Wamble

PMO Project Manager Lynn Snyder

Gas Systems Support Gas Purchases and Regulatory, Gas Supply Gas Scheduling Staff Transport & Legal Rob Aytes David Casey John Olenick Mary Mercer

Gas Systems Support Gas Purchases and PMO & Regulatory, Gas Contract Audit Staff Transport Supply & Legal Bob Tricarico Ophelia (Lea) Matol Eric Rost Ramakrishna Kothapeta

Gas Systems Support Gas Purchases and Regulatory, Gas Supply Contract Audit Staff Transport & Legal Jeanne Sterling Kathy Bechtol Anita Reubens Tamil-Selvan Nagamuthu

Regulatory, Gas Supply & Regulatory, Gas Supply Legal & Legal Raghu Govindaraj Anil Potu

Regulatory, Gas Supply & Legal Chris Pytel

Core Project Team

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3 Implementation Plan/Project Approach

3.1 Overall Approach

The project schedule will be developed using Microsoft Project listing the key activities and timescales involved in implementing this project.

3.2 Project Time Line The project schedule will be developed using Microsoft Project listing the key activities and timescales involved in implementing this project.

3.3 Milestones Milestone Target Completion of requirements gathering for the following GTS processes: 1. Counterparty and Business Associate 1. Q4 2013 2. Purchase Agreement and Deal Entry 2. Q1 2014 3. Purchasing/Scheduling Information 3. Q1 2014 4. Swap Deals 4. Q2 2014 5. Flowday Diversion 5. Q2 2014 6. Nomination Process 6. Q2 2014 Impact Analysis for the following GTS processes: 1. Counterparty and Business Associate 1. Q1 2014 2. Purchase Agreement and Deal Entry 2. Q1 2014 3. Purchasing/Scheduling Information 3. Q1 2014 4. Swap Deals 4. Q2 2014 5. Flowday Diversion 5. Q2 2014 6. Nomination Process 6. Q2 2014 Development x Q3 2014 – Q3 2015 User Acceptance Testing x Q4 2015 Training x Q4 2015 Implementation x Q4 2015

3.4 Quality Plan The management processes to be undertaken during this project are summarized in the following table.

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3.4.1 Change Management Process Description Scope changes The project manager is responsible to ensure all changes follow procedures listed in this Change Control Process. The oversight committee and steering committee are responsible for the approval of all changes during the project. The process will be as follows: x Changes to project scope will be documented via a Scope/Design Change Request Form and submitted to the project committees for approval as-needed x The project manager will complete an analysis of each change request for severity, need, and impact to project scope, cost, time, and resources x The project manager will be responsible for implementing all approved changes x The project manager will be responsible to approve emergency changes. Emergency changes are characterized as changes necessary to avoid negative impact on users. Process/organization change If applicable, changes to business processes or management organizations will be documented in the Project Change Management Strategy deliverable Program changes Customization to software code will be documented via the SWG Action Request System (ARS) Change Requests, and submitted for formal approval by the appropriate change committees

3.4.2 Quality Management Process Description Testing strategy This will be addressed in the Testing Strategy Training strategy This will be addressed in the Training Strategy Data conversion& migration This will be addressed in a Data Conversion & Data Migration Strategy and Plan

3.4.3 Risk Management All project risks are documented using the Initial or Ongoing Project Risk Assessment/Risk Log. Details of each risk are input in the applicable worksheet, enabling the project manager to monitor and control the status of the risk.

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3.4.4 Issue/Action Item/Defect Management

All project issues are documented using an Issues Log. The details of each issue are entered to enable the project manager or Business Analyst to monitor and control the issue status. Application defects will be tracked in Quality Center.

3.4.5 Communication Management The following table defines the recurring, routine communication within the Steering Committee, Oversight Committee, and project teams. The timing provided in the table below is typical of most projects and is flexible as the progress of the project warrants.

Process Description Requirement workshops/meetings The project team will meet as needed to discuss and document business/functional requirements Project Team meetings The project team will meet weekly or as needed to discuss progress to date, task assignments, current risks, issues, and any changes Project Oversight Committee meetings Monthly meetings are conducted to report on project deliverables, milestones, and updates on key discoveries and issues as needed Project Steering Committee meetings Meetings are conducted every quarter to report on key project deliverables, milestones, and updates on key discoveries and issues as needed Project Sponsor meetings Meetings are conducted monthly to discuss progress to date, risks, issues, and any changes prior to the scheduled steering committee meetings Project status reports Project status reports are distributed to the project sponsor, oversight committee, and steering committee monthly Communication means The primary means of communication is the Company’s e-mail system. The communication direction requires communication by the project manager to and from team members and other stakeholders. Acceptable attachments will be Microsoft Word, Excel, PowerPoint, Project, Visio, or PDF file formats.

3.5 Completion Criteria The following table lists the criteria that must be met for closure of the project to be approved. Criteria Description Scope The project must have operated within the scope specified by this

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document. Deliverables The project must have produced the deliverables specified in this document and/or the Project Plan. Acceptance The stakeholders must have identified all project deliverables as complete. General Where possible, the project must have produced the deliverables on schedule, within budget, and within specification

4 Project Considerations

4.1 Assumptions

To identify and estimate the duration of the tasks required to complete the evaluation, certain assumptions are made. If an assumption is proven invalid, adjustments to the project plan will be made accordingly. Within this project, it is presumed that: x The number of resources identified in the project schedule will be available x Cooperation, support, and representation from the business will be provided as defined and agreed x Cooperation, support, and representation from staff personnel will be provided as defined and agreed x Cooperation, support, and coordination from qualified contract personnel will be provided x Successful identification of Business/Functional Requirements x External Business Requirements do not interfere with the progress of the project x Project scope will be controlled to stay within expected completion timeframes x Scheduling conflicts with projects in progress involving departments within, Contract Audit, Gas Purchases and Transport, Gas Scheduling, Pricing and Tariffs, Gas Transaction System Support, and Regulatory, Gas Supply and Legal will not have an effect on this project x User testing will be thorough with full participation from all affected stakeholders x Issues discovered through testing are repairable or have adequate workarounds x No issues with application changes or performance are identified x Availability for personnel scheduled for training x Designed training for involved personnel will be sufficient

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x Implementation date contingent on GP&T comfort in testing results and winter implementation risks

4.2 Constraints

The implementation plan will have to be scheduled around the following constraints identified: x Resource availability x Other projects

5 Appendix

5.1 Supporting Documentation x Project Risk Assessment/Risk Log x Project Prioritization Matrix x Business/Functional Requirements Log x Functional Workflows

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Video Conferencing Equipment

Request for Quote

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Table of Contents 1 INTRODUCTION ...... 1

1.1 OVERVIEW ...... 1 1.2 DEFINITIONS ...... 1 1.3 CONFIDENTIALITY OF INFORMATION ...... 1 1.4 POINT OF CONTACT ...... 1 2 BACKGROUND ...... 2 2.1 COMPANY BACKGROUND ...... 2 2.2 PROJECT BACKGROUND ...... 2 2.3 OBJECTIVES AND SCOPE ...... 2 2.4 SWG PROJECT RESOURCES ...... 3 2.5 PROJECT TIMELINE AND CONSTRAINTS ...... 3 3 CURRENT STATE -- NETWORK ...... 3 4 RFQ PROCESS AND SUPPLIER GUIDELINES ...... 3 4.1 TERMS AND CONDITIONS...... 3 4.1.1 Quote Preparation and Related Supplier Costs ...... 3 4.1.2 Variation and Termination of RFQ Process ...... 4 4.1.3 Disposition of Quotes ...... 4 4.1.4 Publicity ...... 4 4.2 ACKNOWLEDGEMENT AND INTENT TO RESPOND ...... 4 4.3 QUOTE SUBMISSION ...... 4 4.4 QUOTE FORMAT ...... 5 4.5 CRITICAL DATES AND ACTIVITIES ...... 5 4.6 RFQ QUESTIONS AND CLARIFICATIONS ...... 6 4.7 NOTIFICATION OF AWARD ...... 6 4.8 SUPPLIER DUE DILIGENCE ...... 6 5 SCOPE OF WORK ...... 7

5.1 GENERAL REQUIREMENTS ...... 7 5.2 IMPLEMENTATION ...... 7 5.3 SUMMARY OF INSTALLATION SERVICES TO BE PROVIDED ...... 8 5.4 TRAINING ...... 8 5.5 TESTING ...... 8 5.6 TECHNICAL ARCHITECTURE ...... 8 5.7 PROJECT MANAGEMENT ...... 9 5.8 SUPPORT AND MAINTENANCE SERVICES AGREEMENT ...... 9 6 EVALUATION CRITERIA ...... 9 7 FORMAT AND CONTENT OF SUPPLIER RESPONSE ...... 10 7.1 OVERVIEW ...... 10 7.2 CONTENT FOR WRITTEN QUOTES ...... 10 8 OTHER INFORMATION ...... 10 8.1 ACRONYMS ...... 10 8.2 ATTACHMENTS ...... 10

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1 Introduction 1.1 Overview Southwest Gas Corporation (SWG, Southwest Gas or “Company”) is issuing this Request for Quote (RFQ) to solicit offers from potential Suppliers to provide hardware and hardware installation services required to implement Video Conferencing at SWG in their defined Tier0 conference rooms. This document has been created to provide information necessary to create a detailed Quote which identifies a solution to satisfy the business requirements and services for the project management, implementation, testing and training of video conferencing equipment in the Company’s Tier0 conference rooms. Your company has been selected to receive this RFQ. 1.2 Definitions All entities receiving this RFQ and/or respondents to this RFQ are referred to as "Supplier". Supplier's response to this RFQ is referred to as the "Quote.” The Supplier that is chosen through SWG’s selection process is referred to as the "Award Recipient." 1.3 Confidentiality of Information The existence of this RFQ, any information set forth herein or in any documentation attached hereto or subsequently disclosed to Supplier, whether orally or in writing, is strictly confidential. The business relationship between SWG and its Suppliers and all information that results from such relationship shall be treated by each party as the “Confidential Information” of the other party, as defined in the Mutual Non-Disclosure Agreement (NDA) executed between SWG and Supplier. By receipt of, and continuing to read this RFQ, Supplier agrees that all information contained in this RFQ and exchanged pursuant to this RFQ shall be subject to and governed by the terms and conditions of the NDA. 1.4 Point of Contact Supplier and Supplier personnel may not have any unauthorized contact with any SWG personnel, including senior management, in relation to this RFQ or the requested Services outlined herein. Failure to observe this restriction may result in Supplier's immediate disqualification from the RFQ process. Please direct any questions or comments about this RFQ, the RFQ process or Supplier selection process to: Name Mary McCrary or Luca Cotrone Address 5241 Spring Mountain Road, LVA-566 Las Vegas, Nevada 89150-0002

Phone 702-364-3421 (Mary) 702-876-7172 (Luca)

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Email [email protected] [email protected]

2 Background 2.1 Company Background Southwest Gas Corporation (SWG) is a regulated public utility principally engaged in the purchase, transportation, and distribution of natural gas; providing service to more than 1.9 million residential, commercial, and industrial customers throughout Arizona and Nevada, and parts of northeastern and southeastern California. SWG employs approximately 2,300 employees. SWG is regulated by three state commissions and is divided into five operating divisions: Southern Nevada, Northern Nevada, Southern Arizona, Central Arizona, and Southern California, with the corporate headquarters in Las Vegas, Nevada. Southwest Gas Corporation is a subsidiary of Southwest Gas Holdings, Inc.; which is a publicly- traded company (NSYE: SWX). Paiute Pipeline Company, a wholly-owned subsidiary of Southwest Gas Corporation, owns and operates an interstate natural gas transmission pipeline. Paiute is regulated by the Federal Energy Regulatory Commission. Additional company information can be found at https://www.swgas.com and at https://www.swgasholdings.com/

2.2 Project Background SWG has initiated a project to modernize video conferencing. In August 2017, Southwest Gas engaged with a third party to review the Company’s current video conferencing configuration, and provide a comprehensive, company-wide solution to support business requirements. In late September 2017, we received their recommendation for the Company’s conference rooms. 2.3 Objectives and Scope The Project objectives are to: 1. Purchase all the video conferencing equipment necessary to outfit the Company’s Tier0 conference rooms. 2. Obtain price for each Tier of room by room size, and purchase equipment to fully outfit a sampling of the rooms. 3. Obtain maintenance support options and pricing. 4. Train employees in the use and support of the systems. The Business objectives are to:

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1. Create an effective and reliable video conferencing experience for the users. 2. Reduce/avoid the time and cost associated with travel; connect dispersed staff without travel; optimize attendance; time-share scarce talent. 3. Leverage existing mobile infrastructure to conduct video conferencing meetings. 4. Provide white glove support of Tier0 video conferencing equipment. Note: The Company is not looking for alternatives to the hardware configurations requested in this RFQ, nor do we want abstract or speculative schemes to improving our video conferencing approach. 2.4 SWG Project Resources SWG will provide a project manager and core project team which will include members of the Information Services and Facilities departments. Additional resources may be made available for consultation throughout the Project as needed. 2.5 Project Timeline and Constraints SWG expects to initiate the project immediately following contract execution with a Supplier. Supplier will be responsible for preparing and recommending a Solution timeline and Project Plan to meet the overall scope. Supplier must be able to provide delivery of listed equipment no later than December 29, 2017. See Attachment B: Cost Schedule tab for list of Tier0 equipment required by December 29, 2017.

3 Current State -- Network A network diagram is provided in Attachment E.

4 RFQ Process and Supplier Guidelines This is an invitation-only competitive process. The RFQ sets out the step-by-step process and conditions that apply. 4.1 Terms and Conditions Supplier's participation in the RFQ process, including retaining any copies of this RFQ or submitting a Quote to SWG is deemed to mean that Supplier agrees to comply with all the terms and conditions of this RFQ, the NDA, and the RFQ process.

4.1.1 Quote Preparation and Related Supplier Costs Any costs and expenses incurred by Supplier in responding to this RFQ—in providing any information in connection with this RFQ; in providing any Supplier presentations and follow-up presentations; in participating in any related negotiation activities prior to execution of an Agreement; and any other activities in support of, or associated with Supplier’s Quote to this RFQ or Supplier's

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participation in the RFQ process—will be solely borne by, and be the sole responsibility of the Supplier and are not reimbursable by SWG under any circumstances, regardless of the conduct or outcome of the process.

4.1.2 Variation and Termination of RFQ Process SWG will be the sole judge of the qualifications of all prospective Suppliers and reserves the following rights: x Revise or recall this RFQ at any time x Modify the RFQ process and its timetable x Accept other than the lowest-priced offer x Reject any or all submittals without recourse x Make no guarantee of a contract, express or implied, from this RFQ x Incur no obligation or liability to anyone by issuance of this RFQ or action by any party relative hereto. This RFQ is issued in good faith but does not guarantee an award of a contract or represent any commitment to purchase.

4.1.3 Disposition of Quotes All Quotes and other information and materials submitted by a Supplier in response to this RFQ will become the property of SWG and will be retained by SWG. With a properly executed Non-Disclosure Agreement in place, SWG reserves the right to share, with any third-party advisers and consultants of SWG, this RFQ and any Supplier Quotes and other information and materials received in response to this RFQ or during the RFQ process in order to assist SWG in the evaluation of the Supplier.

4.1.4 Publicity Supplier is not permitted to announce or release any information regarding this RFQ, the Project or Services described herein, or SWG’s proposed usage of a third-party Supplier for this or any other initiatives, without SWG’s prior written approval. 4.2 Acknowledgement and Intent to Respond Supplier must submit a written confirmation of intent to bid, via email, to the SWG point of contact no later than the date and time shown in Table 1: Critical Dates and Activities - Activity Code B. 4.3 Quote Submission Supplier’s Quote in response to this RFQ shall be submitted to the SWG point of contact no later than the date and time shown in Table 1: Critical Dates and Activities - Activity Code E. Quotes received after this time will not be considered. The sealed Quote shall contain one original and one duplicate hard copy, and one

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electronic copy sent via email to the SWG point of contact in a format compatible with Microsoft Office. Please note that it is the Supplier's responsibility to ensure that the Quote and all other required documents are received at the address named by the closing date and time specified. SWG is aware that information contained in the Quotes indicates the Supplier's current operations. Therefore, use of this information shall be confined to this request and will be treated as confidential. Quotes should provide information regarding any potential work stoppages, unavailability of key personnel and other material constraints which may occur during the term of the RFQ process and/or the term of equipment acquisition and installation, if Supplier is the Award Recipient. 4.4 Quote Format Sufficient information must be provided to allow a thorough evaluation of each Supplier's Quote. Supplier must furnish all information in the format and order requested under this RFQ including in accordance with such requirements set forth in Section 7 and throughout the RFQ process and provide a complete Quote, including completing all documents and requests for information, comments or clarification per the instructions contained in this RFQ or otherwise requested by SWG and its advisers. Any deviations or exceptions to SWG’s requirements must be (a) clearly noted as a deviation or exception to SWG’s requirements; and (b) accompanied with an explanation of why Supplier has deviated from, or is unable to satisfy SWG’s requirements, along with any alternatives, suggestions and assessments of such deviation or exception and its material impact to the overall Solution and SWG’s objectives. Incomplete Quotes which do not comply with SWG’s requirements may be disqualified. The Quote must be signed by a person, or persons, duly authorized to bind the Supplier to contracts. All Quotes (including all pricing and any supplementary information) must remain valid and capable of acceptance by SWG for a minimum of 180 days from date of receipt by SWG. Quote format must be compatible with current version Microsoft Office (Microsoft Word, Excel, PowerPoint, Project) in non-PDF format so that Quote content will allow editing, commenting, copy and paste functions (for matrix scoring purposes). PDF formats may only be provided if such documents relate to collateral materials (such as annual reports, etc.) and provided they allow copy and paste functions. 4.5 Critical Dates and Activities The key activities and completion dates ("Critical Dates") for this RFQ process are set forth below in Table 1: Critical Dates and Activities. Suppliers will be evaluated on their responsiveness to the Critical Dates. SWG, in its sole discretion, may decide to terminate any relationship with Suppliers that fail to comply with the Critical Dates, and rescind this RFQ and any implied or expressed agreements

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between the parties (Supplier and SWG). At any time during the RFQ process, SWG may change these activities (including adding, subtracting or varying such activities) or dates in its sole discretion. The Critical Dates are as follows: Table 1: Critical Dates and Activities (all times are in the Pacific Time Zone)

Code Activity Critical Date Time A RFQ distributed 10/13/17 B Acknowledgment and Intent to Respond 10/17/17 12 noon C Written questions from Suppliers due 10/19/17 12 noon D SWG responses to Suppliers 10/23/17 5:00pm E Supplier Quote due 10/30/17 4:00pm F Not used G Not used H Not used I Not used J Not used K Award Recipient Notified 11/1/17

4.6 RFQ Questions and Clarifications Suppliers shall aggregate their questions and requests for clarification and submit them via e-mail to SWG contact no later than the date shown in Table 1: Critical Dates and Activities - Activity Code C. Use the format provided in Attachment B: Supplier Questions tab. Such requests for clarification, and the response by SWG, will be supplied in writing to all parties that have received copies of the RFQ, without identifying the source of the inquiry on or before the date shown in Table 1: Critical Dates and Activities - Activity Code D. 4.7 Notification of Award A contract will be awarded to suppliers based on the evaluation process. After the contract is awarded, SWG will notify the participants that were not selected via email. 4.8 Supplier Due Diligence This RFQ is intended to provide Suppliers with sufficient information to build firm, detailed Quotes, but it is each Supplier’s responsibility to request any additional information necessary to finalize its Solution for the Services and negotiate and execute the Agreement. The Agreement will not contain provisions providing for

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post-signing due diligence or any related pricing adjustments. SWG makes no representations or warranties regarding the accuracy or completeness of the information contained in this RFQ. Each Supplier is responsible for making its own evaluation of information and data contained in this RFQ and in preparing and submitting a Quote.

5 Scope of Work The following information should be used as the scope guideline, and provide the basis for Supplier pricing and Quote. SWG shall provide access to business and/or technical resources (as required) to complete and/or assist with these tasks: 5.1 General Requirements x Provide cost of equipment and equipment installation by completing Attachment B: Cost Schedule tab. x Provide equipment maintenance support options by completing Attachment B: Cost Schedule tab. x Provide equipment integration with: o MS Outlook o Skype for Business o Checkpoint Firewall. 5.2 Implementation Suppliers are responsible for providing implementation services via their recommended delivery model(s). If the Supplier does not provide implementation services, it is their responsibility to partner with vetted third-party implementers subject to SWG’s approval. The partnered entities’ cost will be included and annotated in the Quote. The partner should participate in the development of the Quote. The Supplier’s team will be able to lead and perform the following activities in conjunction with the SWG team: x Deliver a project plan with appropriate milestones and deliverables that illustrates how they will complete the Services within the proposed timeline, and what SWG resource commitments are expected. x Remove all existing equipment. x Install all cameras and flat panel displays necessary for each conference room, including wall mounting, display stands, network connections, and any other equipment necessary for video conferencing. x Install ceiling and/or tabletop microphones and necessary cabling based on the requirements of the room. Provide integrated speakers with video conferencing equipment and/or connect to existing ceiling speakers. Install

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and connect new ceiling speakers if room requires additional audio coverage. x Provide and install any switchers necessary for changing between video sources. Provide and install all touch panels, interface boxes, wireless content sharing devices, tabletop connectivity, and cable management required for the room. x Install and configure any software required to control video conferencing equipment. 5.3 Summary of Installation Services to be Provided The preferred supplier(s) to this project will be expected to meet the following objectives: x Offer a solution that meets the requirements identified in Sections 2.3 and 5.1. x Assist SWG in implementing best practices and procedures and redesign business processes for Video Conferencing. x Implement the solution in a way that preserves “best practices” and seeks opportunities to adopt others, particularly those delivered with the new system. x Provide training and support for all levels of users and administrators to ensure preparation for system use. 5.4 Training x Provide initial training for all users and roles. x Provide in-room instructions for operating video conferencing equipment. 5.5 Testing x Test functionality of all video conferencing equipment in each room. x Test video conferencing between multiple sites. x Test video conferencing between SWG conference rooms and external participant. x Test video conference with third party software, such as Skype for Business, Webex, GoToMeeting, Zoom, etc. x Performance Testing. 5.6 Technical Architecture x Provide appropriate technical documentation for software, hardware, and/or interface architecture, such as As-Built drawings, functional system diagrams, equipment lists, etc. x Provide detailed documentation on the security features of the equipment.

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5.7 Project Management x Provide project plan for solution implementation. x Provide communication plan. x Coordinate all activities with SWG Project Manager. x Manage Supplier resources and any third-party resources subcontracted by the Supplier. x Manage risks and proactively identify problems and issues. x Ensure project deliverables are of acceptable quality and delivered as scheduled. 5.8 Support and Maintenance Services Agreement x The Supplier will provide support services agreement options to support each Tier level room’s equipment, including “white glove” support for Tier0 level rooms.

6 Evaluation Criteria SWG will evaluate Suppliers based on criteria, including, but not limited to, the following: x Conciseness and consistency of the Quote. Marketing materials will not be considered as part of the Quote response. x Quotes should not be excessively verbose. Suppliers must limit the delivered pages to those required to provide the requested information. x Quotes should be consistent. Information should not be repeated. x Executive Summary o The Executive Summary must clearly and succinctly detail how the Supplier’s proposed approach will enable SWG to accomplish its business and Project objectives. x Supplier Company Information o The Supplier must clearly demonstrate the Supplier’s expertise in the relevant industry and business area, the depth and breadth of the Supplier’s bench of resources to support the project, and the financial strength of the Supplier. x Proposed Solution Fit o SWG will evaluate Supplier's written response to the RFQ. SWG will consider the completeness and fit of the proposed Solution with SWG’s Project requirements and desired approach.

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o Cost / Timeline – Evaluation will be based on careful consideration of the cost of the equipment and the timeframe in which the equipment can be provided. SWG will assess costs as outlined in Attachment B: Cost Schedule tab. SWG will use its own best judgment and consideration in evaluating and selecting Suppliers, with the final selection to be based upon its sole discretion and decision regarding the best overall fit of a Solution and Supplier.

7 Format and Content of Supplier Response 7.1 Overview Attachment B includes the Supplier Response Template to be addressed and/or responded to in the Quote. Quotes must comply with the requirements set forth in Section 4.4: Quote Format. 7.2 Content for Written Quotes The written Quote must be a single document. For the electronic copy of the Quote submitted via email, attachments should be embedded in the Quote and available as standalone documents. Please do not provide marketing brochures as a part of your Quote. They may be submitted separately. A complete Quote will include: x Completion of Attachment B: Cost Schedule. x Responses to Attachment C: RFQ Information System and Cloud Questionnaire. x The Supplier’s proposed Tier support agreement. x An Executive Summary (see Section 6: Evaluation Criteria). x Supplier Company Information (see Section 6: Evaluation Criteria). 8 Other Information 8.1 Acronyms x NDA – Mutual Non-Disclosure Agreement. x PST/PDT – Pacific Standard Time or Pacific Daylight Time. x RFQ – Request for Quote. x SWG – Southwest Gas, or Southwest Gas Corporation. 8.2 Attachments Attachment A not used Attachment B RFQ Supplier Response Template Attachment C RFQ Information System and Cloud Questionnaire

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Attachment D not used Attachment E Wide Area Network Diagram Attachment F not used Attachment G not used

Southwest Gas Corporation Page 11 10/11/17219 EXHIBIT NO.___(JLE-12) PAGE 1 OF 7

MEMORANDUM

To: Distribution

From: Anita Romero

Date: November 9th, 2016

Subject: Project Charter for Wireless Modernization

Please be advised that as of September 2016, Joanna Tejeda was assigned as the Project Manager of the Wireless Modernization Project. During this assignment, Joanna will be working closely with Mike O’Donnell and Kathy Dize, and will report directly to Keith Sutton. I will serve as Project Sponsor of this project. Background & Business Need:

Our wireless solution today has several technical challenges and is in need of an upgrade to support and secure our growing business needs. Today, there are several wireless signals that make it confusing for our employees on which one to connect to and may not be consistent across offices. It is also ineffective in protecting our critical infrastructures availability and confidentiality as some of the signals provide limited to no means of authentication and allows employees to access a potentially unsafe network. The proposed wireless upgrade project will be designed to provide a secure and dependable wireless solution for our business. The plan will be to evaluate all coverage areas to see if they need to be expanded, implement dedicated wireless connections, and provide a secure guest wireless solution. The success of the rollout requires the collaboration of the business and Information Services. In addition, employees will need to be educated on the effective use the new wireless solution. Project Objectives: To provide a secure and reliable Enterprise and Guest Wireless network solution for Southwest Gas Corporate (A, B, C), North Operations, and South Operations facilities. Other division offices will be scoped in another project and district offices may follow. Wireless network would be divided into four specific networks: 1. Enterprise – Internal network for Company owned computer systems. 2. Employee – Internet access for Company owned devices (cellular phones, tablets). 3. Guest Access – Registered guests provided access to the Internet. 4. Miscellaneous - Devices that require wireless connection but unable to utilize the same authentication mechanisms (e.g. auto shop, etc.).

Policy will be written to require that no un-named guests would be allowed to use the wireless network.

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Page 2

Joanna will schedule Project team meetings, Oversight Meetings and Steering Meetings as necessary. Once a recommendation is completed, it will be presented to the Steering Committee. The primary project stakeholders will consist of a Steering Committee, an Oversight Committee and a Project Team. Kick-off meetings will be scheduled with each group. Attached are the Project Team Member lists for Core Team, Oversight Committee and Steering Committee.

Core Team: Joanna Tejeda Mike O'Donnell Stephen Votta Larry Rosenbusch Ken Bloch Rich White Dave Petroski Jim Anderson Tracy Silas

Oversight Committee: Kyle Stephens Dan Bryant Richard Fetveit Mike O'Donnell Reagan Monroe Yvonne Low John Olenick

Steering: Anita Romero Karen Haller Jose Esparza Chris Sohus Randy Gabe

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