TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT, including all schedules attached hereto
(collectively the "Agreement") is made as of August 24, 2006 (the "Effective
Date") by and between UGI Corporation, a Pennsylvania corporation ("UGI") and
Southern Union Company, a Delaware corporation ("Southern Union"). Both UGI and
Southern Union may be individually referred to as a "Party" or collectively as
the "Parties".
WITNESSETH
WHEREAS, UGI and Southern Union have entered into that certain Purchase and
Sale Agreement dated January 26, 2006 for the sale of substantially all of the
assets of Southern Union's PG Energy operating division and the capital stock of
PG Energy Services, Inc. (the "PSA"), including the Employee Agreement dated as
of January 26, 2006 (the "Employee Agreement"), as amended by the First
Amendment Agreement (the "Amendment") between Southern Union and UGI, which is
to be signed on or before the date of the closing of the transaction
contemplated by the PSA;
WHEREAS, pursuant to Section 6.6 of the PSA, and Exhibit 6.6 thereto, the
Parties are willing, pursuant to the terms and conditions of this Agreement, to
provide certain services and licenses during a transition period (each, a
"Transition Service" and, collectively, the Transition Services").
NOW, THEREFORE, in consideration of the agreements, covenants and
provisions in this Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, and intending to be legally bound
hereby, the Parties mutually agree as follows:
ARTICLE I
TRANSITION SERVICES
1.1 Transition Services. Each Party shall provide, or cause to be provided, to
the other Party (or the designee of the other party) the Transition Services
described on Schedule A hereto (collectively the "Transition Services" and each
individually a "Transition Service"). Each Party shall perform, or cause to be
performed, the Transition Services to be performed or caused to be performed by
it with the degree of care, skill and diligence with which it performs or causes
to be performed similar services for itself and its affiliates, consistent with
past practice. Nothing in this Agreement is intended to nor shall anything
herein require a providing Party to favor the receiving Party over its own
business in connection with the provision of Transition Services, so long as the
providing Party makes available, as reasonably requested, sufficient resources
and timely decisions, approvals and acceptances so that receiving Party receives
the agreed to Transition Services in a timely manner.
1.2 Personnel. Unless otherwise provided for to the contrary herein or any
schedule attached hereto, the providing Party, in providing Transition Services,
shall use such personnel and
employees as it deems appropriate, , consistent with its ordinary course of
business and there is no express or implied warranty that the services of any
particular employee or employees shall be used to provide Transition Services;
provided however, that the providing Party agrees that it shall designate and
use personnel and employees that possess the degree of skill, experience and
qualifications required to provide the Transition Service(s) they are so
designated to perform In addition, unless otherwise provided for to the contrary
herein or any schedule attached hereto, a providing Party may employ the
services of third parties to the extent such third party services are routinely
utilized to provide similar services to other businesses of the providing Party
or are reasonably necessary for the efficient performance of any of such
Transition Services. Each recipient of Transition Services may retain, at its
own expense, its own consultants and other professional advisers.
1.3 Period Transition Services Will Be Provided. Transitions Services shall be
provided as of the Effective Date and shall continue through the expiration of
the term relating to each Transition Service, as set forth in Schedule A, unless
(a) a receiving Party terminates a particular Transition Service in accordance
with the terms and conditions of this Agreement, (b) otherwise mutually agreed
by the Parties in writing or (c) this Agreement is terminated at an earlier
date.
1.4 Purchase of Additional or Modified Transition Services. From time to time, a
Party may request the other Party to provide or cause to be provided additional
or modified Transition Services that are not described in Schedule A. The Party
receiving the request shall use commercially reasonable efforts to accommodate
any reasonable requests, but is not bound to provide such additional or modified
Transition Services unless it agrees to do so and there is mutual agreement
concerning the amount the receiving Party is to pay for the additional or
modified Transition Services. In any event, the Party requested to provide
additional or modified Transition Services shall notify the requesting Party in
writing within two (2) business days if the request can be accommodated and
agrees to begin the provision of any additional or modified Transition
Service(s) within three (3) business days of their agreement to provide the
Transition Service(s).
1.5 Modification of Procedures. A providing Party may make changes from time to
time to its standards and procedures for performing Transition Services for
which it is responsible hereunder. Notwithstanding the foregoing, unless
required by law, a providing Party shall not implement any substantial changes
affecting its provision of Transition Services unless:
(a) the providing Party has furnished the receiving Party with notice
thereof;
(b) the providing Party changes such procedures for its own businesses at
the same time; and
(c) the providing Party gives the receiving Party a reasonable period of
time (i) to adapt its operations to accommodate such changes or (ii) to reject
the proposed changes. In the event a receiving Party fails to accept or reject a
proposed change on or before a date specified in such notice of change, the
receiving Party shall be deemed to have accepted such change. In the event a
receiving Party rejects a proposed change but does not terminate this Agreement,
the receiving Party shall pay any charges resulting from the providing Party's
need to maintain different
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versions of the same systems, procedures, technologies, or services or resulting
from requirements of third party vendors or suppliers.
1.6 No Obligation to Continue to Use Services. A Party shall not have any
obligation to continue to use one or more Transition Services, and may terminate
a Transition Service by giving the providing Party 30 day's advance written
notice thereof.
1.7 Provider Access. To the extent reasonably required for the performance of
Transition Services hereunder, the receiving Party shall provide access to its
equipment, office space, plants, telecommunications and computer equipment and
systems, and any other areas and equipment.
ARTICLE II
COMPENSATION
2.1 Consideration. As consideration for Transition Services received, each
receiving Party shall pay to the providing Party the amounts specified on
Schedule A.
2.2 Audit Rights. The receiving Party shall have the right, at its expense, to
conduct or cause to be conducted a reasonable audit of the data, records or
other pertinent information specifically related to a dispute concerning the
provision of Transition Services hereunder. The receiving Party shall provide at
least two business day's advance notice of the audit, and shall conduct the
audit in such a manner so as to minimize disruptions to the providing Party's
business. If the providing Party objects to the scope of the audit requested,
the Parties shall work together, in good faith, to mutually reach agreement on
the proper scope of the audit.
2.3 Payment Terms. Each Party, in its capacity as a providing Party, shall
present the other Party with monthly invoices for the Transition Services it
provides. The format of such invoices shall include, without limitation, a brief
description of the applicable Transition Service, the billing period, applicable
rates and/or units, and such other information as the receiving Party may
reasonably request. The receiving Party shall pay by electronic funds transfer
or other method satisfactory to the providing Party in its reasonable
discretion, in full, the undisputed amount of the monthly invoiced amount within
thirty (30) days after the date the providing Party's monthly invoice was
received. Any undisputed amount not received by the payment due date shall be
subject to a late payment charge equal to the balance overdue times the "prime
rate" per annum, as announced from time to time by the Wall Street Journal, for
the number of calendar days from the payment due date up to and including the
date payment is actually made. If the receiving Party disputes any portion of
the amount due on any invoice, the receiving Party shall notify the providing
Party in writing of the nature and basis of the dispute as soon as reasonably
possible using the dispute resolution procedures set forth in Article III of
this Agreement. The Parties shall use their reasonable best efforts to resolve
the dispute prior to the payment due date.
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ARTICLE III
DISPUTE RESOLUTION
Should the Parties have any dispute arising under this Agreement, they
shall, for a period of at least fifteen (15) days following the initial notice
by one Party to the other Party of a dispute, each cause an appropriate officer
or officers to attempt in good faith to resolve the dispute.
ARTICLE IV
LIMITATION OF LIABILITY
To the fullest extent permitted by law and notwithstanding any other provision
of this Agreement, except for indemnity obligations otherwise set forth in this
Agreement, neither Party, nor their respective officers, directors, agents,
employees, successors or assigns, shall be liable to the other Party or their
affiliates or parents and their officers, directors, agents, employees,
successors or assigns, for any incidental, punitive, special, indirect, multiple
or consequential damages connected with or resulting from performance or
non-performance of this Agreement.
ARTICLE V
INDEMNIFICATION AND INSURANCE
5.1 (a) UGI Indemnification. To the extent of the responsibility and liability
UGI has agreed to assume under this Agreement, UGI shall indemnify and hold
harmless Southern Union and at Southern Union's option, defend Southern Union,
and its officers, directors, employees, agents, subcontractors, and assigns from
and against any and all claims and/or liability for damage to property, injury
to or death of any person, including Southern Union and its employees, or any
other liability incurred by Southern Union including all expenses, legal or
otherwise, caused wholly or in part, by any act or omission, negligent or
otherwise, by UGI or UGI's affiliates and their officers, directors, employees,
agents, subcontractors, and assigns arising out of or connected with the
Transition Services provided by UGI or UGI's affiliates under this Agreement,
regardless of whether caused in part by a Party indemnified hereunder, unless
caused by the gross negligence or intentional misconduct of the indemnified
Party.
5.1 (b) Southern Union Indemnification. To the extent of the responsibility and
liability Southern Union has agreed to assume under this Agreement, Southern
Union shall indemnify and hold harmless UGI and at UGI's option, defend UGI, and
its officers, directors, employees, agents, subcontractors, and assigns from and
against any and all claims and/or liability for damage to property, injury to or
death of any person, including UGI and its employees, or any other liability
incurred by UGI including all expenses, legal or otherwise, caused wholly or in
part, by any act or omission, negligent or otherwise, by Southern Union or
Southern Union's affiliates and their officers, directors, employees, agents,
subcontractors, and assigns arising out of or connected with the Transition
Services provided by Southern Union or Southern Union's affiliates under this
Agreement, regardless of whether caused in part by a Party indemnified
hereunder, unless caused by the gross negligence or intentional misconduct of
the indemnified Party.
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5.2 Indemnification Procedures. If either Party intends to seek indemnification
under this Article V from the other Party with respect to any claim or action,
the Party seeking indemnification shall give the other Party notice of such
claim within fifteen (15) days of the commencement of, or actual knowledge of,
such claim or action. Such notice shall describe the claim in reasonable detail,
and shall indicate the amount (estimated if necessary) of the claim that has
been or may be sustained by said Party. To the extent that the other Party will
have been actually and materially prejudiced as a result of failure to provide
such notice, such notice will be a condition precedent to any liability of the
other Party under the indemnification provisions of this Agreement. Neither
Party may settle or compromise any claim without the prior consent of the other
Party; provided, however, said consent shall not be unreasonably withheld.
5.3 Survival of Indemnification. The indemnification obligations of each Party
under this Article V shall continue in full force and effect regardless of
whether this Agreement has expired or been terminated and shall not be limited
in any way by any limitation on insurance, on the amount or types of damages, or
by any compensation or benefits payable by the Parties under Worker's
Compensation Acts, disability benefit acts or other employee acts.
5.4 Insurance During the term of this Agreement, each Party agrees to maintain,
at its own cost and expense, appropriate insurance, of the type and at the
levels necessary to cover its insurable obligations under this Agreement. Each
Party may elect to self-insure as to one or more risks under this Agreement.
ARTICLE VI
NOTICES AND DEMANDS
6.1 Notices. Except as otherwise provided under this Agreement, all notices,
demands or requests which may be given by any party to the other Party shall be
in writing and shall be deemed to have been duly given on the date delivered in
person, or sent via fax or e-mail, or on the next business day if sent by
overnight mail, or on the date of the third business day after deposit, postage
prepaid, in the United States Mail via Certified Mail return receipt requested,
and addressed as set forth below:
If to UGI:
John C. Barney
UGI Utilities, Inc.
Senior Vice President - Finance and Chief Financial Officer
jbarney@ugi.com
610-796-3537 (voice)
610-796-3606 (fax)
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If to Southern Union:
Willie C. Johnson
Vice President
willie.johnson@sug.com
713-989-7515 (voice)
713-989-1213 (fax)
with a copy to:
Monica M. Gaudiosi
Senior Vice President- Associate General Counsel
Monica.gaudiosi@sug.com
713-989-7567 (voice)
713-989-1213 (fax)
6.2 Change of Address. The address to which notices, demands, requests,
elections and other communications are to be given by either Party may be
changed by written notice to the other Party.
ARTICLE VII
CONFIDENTIALITY
7.1 Obligation. The Parties hereto or their affiliate have entered into that
certain Confidentiality Agreement dated January 13, 2006 (the "Confidentiality
Agreement"). Without limiting the application of the Confidentiality Agreement,
all documents or information furnished by a Party hereunder shall be subject to
the Confidentiality Agreement.
ARTICLE VIII
TERM
This Agreement shall commence as of the Effective Date, and shall continue
until the expiration of the terms of all of the Transition Services as set forth
in Schedule A, unless terminated earlier under the termination provisions of
this Agreement.
ARTICLE IX
DEFAULT
9.1 Default. If any party (hereafter called the "Defaulting Party") shall fail
to perform or default in the performance of any of its material obligations
under this Agreement (other than a payment default), the party entitled to the
benefit of such performance (hereinafter referred to as a "Non-Defaulting
Party") may give written notice to the Defaulting Party specifying the nature of
such
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failure or default and stating that the Non-Defaulting Party intends to
terminate this Agreement with respect to the Defaulting Party if such failure or
default is not cured within ten (10)1 days of such written notice. If any
failure or default so specified is not cured within such ten (10) day period,
the Non-Defaulting Party may elect to immediately terminate this Agreement with
respect to the Defaulting Party; provided, however, that if the failure or
default relates to a dispute contested in good faith by the Defaulting Party,
the Non-Defaulting Party may not terminate this Agreement pending the resolution
of such dispute in accordance with Article III hereof. Such termination shall be
effective upon giving a written notice of termination from the Non-Defaulting
Party to the Defaulting Party and shall be without prejudice to any other remedy
which may be available to the Non-Defaulting Party against the Defaulting Party.
9.2 Termination of Obligations. Each receiving Party specifically agrees and
acknowledges that all obligations of the providing Party to provide the
Transition Services shall immediately cease upon the termination of this
Agreement. Upon the cessation of the providing Party's obligation to provide any
Transition Service to a Recipient, the receiving Party shall immediately cease
using, directly or indirectly, the Transition Services (including, without
limitation, any and all software of the Provider or third party software
provided through the Provider, telecommunications services or equipment, or
computer systems or equipment).
9.3 Survival Upon Expiration or Termination. The provisions of Article III
(Dispute Resolution), Article IV (Limitation of Liability), Article V
(Indemnification), Article VII (Confidentiality) and Article XI (Miscellaneous)
shall survive the termination or expiration of this Agreement unless otherwise
agreed to in writing by the Parties.
ARTICLE X
FORCE MAJEURE
Any failure or omission by a Party in the performance of any obligation
under this Agreement shall not be deemed a breach of this Agreement or create
any liability, if the same arises from any cause or causes beyond the control of
such Party, including, but not limited to, the following, which, for purposes of
this Agreement shall be regarded as beyond the control of each of the Parties
hereto: acts of God, fire, storm, flood, earthquake, governmental regulation or
direction, acts of the public enemy, war, rebellion, insurrection, riot,
invasion, strike or lockout; provided, however, that such Party shall resume the
performance whenever such causes are removed. Notwithstanding the foregoing, if
such Party cannot perform under this Agreement for a period of forty-five (45)
days due to such cause or causes, the affected Party may terminate the Agreement
with the defaulting party by providing written notice thereto.
ARTICLE XI
MISCELLANEOUS
11.1 Complete Agreement; Construction. This Agreement is the entire agreement
between the parties with respect to the subject matter hereof and shall
supersede all previous negotiations, commitments and writings with respect to
such subject matter.
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11.2 Other Agreements. This Agreement is not intended to address, and should not
be interpreted to address, the matters specifically and expressly covered by
other agreements between or among the Parties.
11.3 Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts has been signed by each of the
parties and delivered to the other Parties.
11.5 Waivers. The failure of any Party to require strict performance by any
other Party of any provision in this Agreement will not waive or diminish that
Party's right to demand strict performance thereafter of that or any other
provision hereof.
11.6 Amendments. This Agreement may not be modified or amended except by an
agreement in writing signed by each of the Parties hereto, provided that UGI may
assign all or part of its rights, but not its obligations, under this Agreement
to one or more of its direct or indirect wholly owned subsidiaries.
11.7 Assignment. This Agreement may not be assigned by any Party, other than
pursuant to a corporate reorganization or merger, without the consent of the
other Party.
11.8 Successors and Assigns. The provisions to this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the Parties and their
respective successors and permitted assigns.
11.9 Title and Headings. Titles and headings to sections herein are inserted for
the convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.
11.10 Governing Law. The validity, performance, and enforcement of this
Agreement, unless expressly provided to the contrary, shall be governed by the
laws of the State of New York without giving effect to the principles of
conflicts of law of such state.
11.11 Consent to Jurisdiction. The Parties hereby irrevocably submit to the
exclusive jurisdiction of the courts of the State of New York located in the
Borough of Manhattan and the federal courts of the United States of America
located in the Southern District of the State of New York over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby, and each Party irrevocably agrees that all claims in
respect of such dispute or proceeding shall be heard and determined in such
courts. The Parties hereby irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the venue
of any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby brought in such court or any defense of
inconvenient forum for the maintenance of such dispute. Each Party agrees that a
judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by applicable law.
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11.12 Severability. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
Parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
11.13 Laws and Government Regulations. Each Party shall be responsible for
compliance with all laws and governmental regulations affecting its businesses
and its provision of Transition Services pursuant to this Agreement.
11.14 Relationship of Parties. Nothing in this Agreement shall be deemed or
construed as creating the relationship of principal and agent, partnership or
joint venture between the Parties, it being understood and agreed that no
provision contained herein, and no act of the Parties, shall be deemed to create
any relationship between the parties other than the relationship of buyer and
seller of services nor be deemed to vest any rights, interests or claims in any
third parties, other than a successor or permitted assignee under Section 11.7
hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
UGI CORPORATION.
- -------------------------------------
Name Printed: Robert H. Knauss
Title: Vice President and General
Counsel
SOUTHERN UNION COMPANY
- -------------------------------------
Name Printed: Robert M. Kerrigan, III
Title: Vice President, Assistant
General Counsel & Secretary
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Schedule A
TRANSITION SERVICES
ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
1 Accounting/Financial Provide general accounting and $8,000/month for 5/31/2007
financial reporting services that 8/06 services.
are necessary to close PGE's and $2,000/month for
PGES' general ledger and prepare each month
its financial statements as of and thereafter (monthly
through the date of closing. charges subject to
Provide reasonable access to review and change
personnel, records, data and per agreement of
reports to assist SUCO in closing parties to this
SUCO's books and to prepare the transaction).
working capital adjustment per the
PSA./UGI
2 Accounting/Financial Provide reasonable access to $1,600 (W-2 support) 1/31/2007
personnel to assist SUCO with $1,600 (1099 support)
1099/W-2 issues relating to
pre-closing matters, on an as
needed basis./UGI
3 Tax Complete and file all Pennsylvania $120 per occurrence 5/31/2007
monthly sales and use tax returns
for PG Energy for August, 2006./UGI
4 Tax Provide reasonable access to Direct costs 5/31/2007
personnel to assist SUCO with tax
return preparation and any
necessary audit support. Provide
access to tax workpapers and
electronic data pertaining to
pre-closing matters on an as needed
basis./UGI
5 Accounting/Financial Provide reasonable access to Direct costs 5/31/2007
systems and personnel pertaining to
pre-closing matters, on an as
needed basis, including permitting
audits of services and systems,
etc. by SUCO
ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
personnel, consultants or SUCO's
outside auditors./UGI
6 Benefits Provide workers compensation claims Direct costs 1/31/2007
administration for claims made
prior to closing date./UGI
7 Purchasing Provide procurement card (P-Card) Direct costs 11/30/2006
administrative services and provide
PO and agreement processing, as
currently provided for Southern
Union Corporate, PEI Power, and PG
Energy until such time each has
fully migrated off the current
P-card program with JPMorgan
CHASE./UGI
8 Provide private office space for No charge 5/31/2007
two full-time Southern Union
payroll employees (John Shields &
Rochelle Roman) (Request 2nd floor
offices)./UGI
9 I.T./Systems Provide time entry maintenance for No charge unless 5/31/2007
the payroll system as currently maintenance exceeds
provided./UGI four hours ($60/hour
as required)
10 Regulatory Provide OPS/PADEP regulated Continue charge in 5/31/2007
services for PEI Power (i.e. annual place as of closing
leakage surveys, annual reporting date
to the Office of Pipeline Safety,
etc.), as per current agreement
between PG Energy and PEI Power./UGI
11 If either Party determines that it Direct charge 5/31/2007
needs access to personnel, data or (salary converted to
systems pertaining to the other hourly rate plus
Party's business, the responding benefit) per hour
party shall
2
ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
provide reasonable access to such
personnel, data or systems./UGI
12 Allow SUCO to leave furniture No charge 10/1/2006
currently on 2nd floor of One PEI
Center. Allow reasonable access to
the building to remove furniture.
13 Batch and prepare payable $600 (expected to be 11/1/2006
documentation for shipping to a single occurrence)
SUCO./UGI
14 Provide reasonable access to No charge unless 5/31/2007
personnel for training purposes as activity exceeds
relates to functions, duties, etc. more than four hours
of personnel performing tasks per occurrence
previously performed by transferred ($60/hour)
employees./UGI/SUCO
15 Allow for storage of a PEI Power No charge 10/1/2006
owned trailer at PG Energy's Bridge
Street location./UGI
16 Accounting/Financial Provide services to UGI to assist Direct Costs 11/30/2006
in closing process (includes SUCO
resources: F. Rainey and B.J.
Herbert)/SUCO
17 I.T./Systems Provide services and provide for Payroll and
the use of applications currently incentive
residing on the alpha box, or any compensation
other server (including SUCO processing - cost of
payroll), or any other excluded IT postage and direct
asset currently located on PG costs of personnel,
Energy property as such services if any
are currently provided. When SUCO
has no further use for any of the
excluded assets, they will be
assigned to UGI. /UGI
SYSTEMS LISTING/ RESPONSIBILITY
18 I.T./Systems Oracle Application Clone/SUCO Direct Costs 5/31/2007
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ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
19 I.T./Systems Lawson/UGI Paid directly by UGI 5/31/2007
20 I.T./Systems Ingress software, hardware and Direct Costs 5/31/2007
applications (including but not
limited to:
- Paybase32 - UGI
- DEC/Alpha Server-UGI
- SU Util Windows server-UGI
- Contractor billing
SYSTEM-UGI
- Project Estimating
SYSTEM-UGI
- Productivity system-UGI
- P-Card system-UGI
- Fleet system-UGI
- Utility billing system-UGI
- Docushare-UGI
Operating Budget Preparation
system-/UGI
21 I.T./Systems Power Plant Clone/SUCO Direct Costs 5/31/2007
SERVICES LISTING/ RESPONSIBILITY
22 I.T./Systems Application availability Direct Costs 5/31/2007
troubleshooting and break/fix (SUG
Change Control Required)-SUCO
23 I.T./Systems Functional support and setup/UGI Paid directly by UGI 5/31/2007
24 I.T./Systems 7X24 Help Desk Support/SUCO Direct Costs 5/31/2007
25 I.T./Systems Add and configure printers/UGI Direct Costs 5/31/2007
26 I.T./Systems Workflow notification mailer No charge 5/31/2007
support/SUCO/UGI
27 I.T./Systems Workflow administration/SUCO/UGI No charge 5/31/2007
28 I.T./Systems Unix administration/SUCO Direct Costs 5/31/2007
29 I.T./Systems Oracle system administration/UGI Paid directly by UGI 5/31/2007
30 I.T./Systems Granting of full access to cloned Direct Costs 5/31/2007
instance to all necessary data
privileges such as SYSADMIN, APPS,
and APPLMGR passwords, and Unix,
Telnet and FTP access/SUCO
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ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
31 I.T./Systems Disaster recovery/restoration N/A 5/31/2007
services-not available
NETWORK ADMINISTRATION/
RESPONSIBILITY
32 I.T./Systems Management of network Direct Costs 5/31/2007
infrastructure/SUCO
33 I.T./Systems Remote VPN access and support/SUCO Direct costs 5/31/2007
DATABASE ADMINISTRATION/ $5,000/month (for 5/31/2007
RESPONSIBILITY items 34-38)
34 I.T./Systems Provide cloned PGE production 5/31/2007
instance at cut-over/SUCO
35 I.T./Systems Daily hot backups and restore 5/31/2007
capability/SUCO
36 I.T./Systems Monitoring of database including 5/31/2007
but not limited to:/SUCO
- DB and application server down
- Concurrent managers
- Tablespaces and indexes
- Storage parameters
- Archive logs
- CPU Utilization
- Memory Utilization
- Disk Utilization
37 I.T./Systems Application of maintenance packs 5/31/2007
for break/fix or Oracle support
resolution/SUCO
38 I.T./Systems Application of one-off bug fix 5/31/2007
patching/SUCO
DEVELOPMENT ACTIVITIES/
RESPONSIBILITY
39 I.T./Systems Modification of PO Print Program to Paid directly by UGI N/A
include new PNG logo and company
name/UGI
40 I.T./Systems Modification of check print program Paid directly by UGI N/A
to include new PNG logo and company
name/UGI
41 I.T./Systems Modification of check print program Paid directly by UGI N/A
to accommodate new bank account/UGI
42 I.T./Systems Modification of Positive Pay Paid directly by UGI N/A
interface to accommodate new bank
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ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
account/UGI
43 I.T./Systems Setup of new AP bank accounts/UGI Paid directly by UGI N/A
44 I.T./Systems Development of new interface Paid directly by UGI N/A
inbound to GL for Payroll
Accrual/UGI
45 I.T./Systems Development of new interface Paid directly by UGI N/A
inbound to Power Plant for labor
distribution/UGI
PROCESS CHANGES TO UGI/
RESPONSIBILITY
46 I.T./Systems Vendor maintenance/UGI (A)
47 I.T./Systems Item maintenance/UGI (A)
48 I.T./Systems Accounting Flexfield value (A)
maintenance/UGI
49 I.T./Systems Running closing processes and (A)
closing applications/UGI
50 I.T./Systems Maintaining employee hires and (A)
terminations for use in approval
hierarchy/UGI
51 Mail If any mail, (including No charge 5/31/2007
electronic), invoices, bills,
notes, checks, payments, etc.
(materials) are sent to either
Party post-closing that are
necessary for, intended for, or
relate to the other's business,
said Party will send the material
to the other Party, as soon
thereafter as practical. /UGI/SUCO
52 Acctg/Financial/ If either Party determines that any Direct cost (hourly 5/31/2007
Regulatory/Litigation/ information retained by the other salary equivalent
Other Party is necessary for its business plus benefits)
operations; to satisfy regulatory
filings or data requests; is
necessary for investigations,
proceedings or permitting; or is
requested for any other reasonable
business need, the Providing Party
shall use all
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ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
reasonable effort to provide such
information to the Requesting Party
as soon thereafter as practical.
/UGI/SUCO
53 If either Party determines that the Direct cost (hourly On-going
other Party's personnel are needed salary equivalent
to testify, to provide affidavits plus benefits)
or other assistance or support for
regulatory proceedings,
investigations, litigation,
permitting, etc.; then the
Responding Party shall provide
access to said personnel to the
extent such access does not
unreasonably conflict with the
immediate needs and interests of
the Responding Party. /UGI/SUCO
54 If either Party determines that it Direct cost (hourly On-going
needs access to data or systems salary equivalent
pertaining to the Business, the plus benefits)
Responding Party shall provide
access to such personnel and/or
systems. /UGI/SUCO
SERVICE LEVELS
55 I.T./Systems The Providing company shall N/A 5/31/2007
provide, or cause to be provided,
transition services with the same
degree of care and skill as it
exercises in performing or causing
to be provided shared services for
PGE/SUG prior to the closing date.
Receiving company shall assure that
decisions are made, requests are
responded to and questions are
resolved on a timely basis such
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ITEM DESCRIPTION OF SERVICE/ TERMINATION
NUMBER SUBJECT AREA RESPONSIBILITY PRICE DATE
- ------ ---------------------- ------------------------------------ --------------------- -----------
that Providing company may
accomplish its obligations in a
timely manner.
NOTE:
(A) Service is noted to clarify that UGI acknowledges this responsibility and
will complete the task via employees or contracted staff - paid directly by
UGI.
8