Contract E f v ó Generales...IN COMPLIANCE WITH PUERTO RICO'S INTERNAL REVENUE SERVICE CODE, SECTION 2906, ARTICLE 2, PUERTO RICO ELECTRIC POWER AUTHORITY IS EXCEMPT OF 6.6% TAX PAYMENT,

ContractE f_v

ó

'ORATE -SEW

PUERTO RICO ELECTRIC POWER AUTHORITY

Contract: 00078287

Release :

Executed: 07/06/2017

Printed : 07/06/2017

Page 1

Mail Invoice To:

AUTORIDAD DE ENERGIA ELECTRICA

DIVISION DE TESORERIAP.O. BOX 70253

SAN JUAN PR 00936-8253

Please Direct Inquiries to:

ANGELICA ROSARIO DAVILA

[email protected]: PROCUREMENT SUPV G3Phone: 787-521-3034

Fax .

Ext:

Vendor:

ORACLE CARIBBEANAMERICAN INTERNATIONAL PLAZA

250 MUNOZ RIVERA AVE.

SUITE 300

HATO REY PR 00918

Work Location:

HIRAM MEDERO, PE

EDIFICIO NEOS 8081110 AVENIDA PONCE DE LEON

PARADA 16.5

SANTURCE PR 00936

Title: ORACLE EBUSINESS MANAGE CLOUD SERVICES 2017-2018

** DUPLICATE COPY **

Total Value $913,106.00 USD

Pricing Method: FIXED

Contract Type : TECHNICAL SERVICESProject

Vendor Authorized Signature

Printed Name/Title

Date Signed Phone

** NOT TO EXCEED **

Start Date: 07/10/2017

End Date : OJ7/09/2018

Authorized Signature

ON O. CALDAS PAGÁNJefe dhargit+aai ~lEpinistros

u, -V7 -7az7 7J7 -St, -926kDate Signed Phone

Terms and Conditions - Text at End

Fac Standard Rev S/P Text Title

PH000001 004 S Y EQUAL OPPORTUNITYPH000002 005 S Y COMPLIANCE WITH LAWS.

fadames13107

Typewritten Text

2018-P00004

Contract: 00078287

Release .


Printed : 07/06/2017

Page 2

Fac Standard

Terms and Conditions - Text at End

Rev S/P Text Title

PH000004 005 S Y INFRINGEMENT

PH000006 016 S Y CLAUSULAS PARA PAGOS DE IMPUESTOS ESTATALES Y FEDE

PH000007 004 S Y APPLICABLE LAW

PH000011 006 S Y CHANGES TO ORDER.

PH000031 009 S Y CONFIDENTIALITY

PH000033 009 S Y FORCE MAJEURE

PH000037 007 S Y TERMINOS PARA RETENCION EN EL ORIGEN

PH000038 005 S Y NONWAIVER.

PH000040 007 S Y RELATIONSHIP OF THE PARTIES.

PH000057 005 S Y TERMINATION

PH000082 002 S Y ANTI -KICKBACK

Coverage

$1,000,000

Start

Insurance Requirements

End Insurance Description

01/04/2015 12/17/2016 PROFESSIONAL LIABILITY

Scope of Work

REQUISITION 177554

CONTRACT 78287PERSON OF CONTACT: ENG. HIRAM MEDERO

TELEPHONE: 787-521-4050

ORACLE EBUSINESS MANAGE CLOUD SERVICES 2017-2018

THIS CONTRACT IS GRANTED ACCORDING TO THE TERMS AND CONDITIONS OF PREPA

AND BY ORACLE PROPOSAL NUMBER PR-OD-MCS-10201772-20-MAR-2017

-SERVICES ORDERED:

CORE SERVICES- COMPUTER AND ADMINISTRATION SERVICES YEAR 1

FOR E -BUSINESS SUITE PROGRAMS:

ORACLE MANAGED CLOUD SERVICES OCPU

QUANTITY= 49

MANAGED CLOUD SERVICES - PROFESSIONAL APPLICATION USER -

QUANTITY= 650

MANAGED CLOUD SERVICES - SELF SERVICE APPLICATION USER

QUANTITY= 10,841

Contract0.C7RIC Ap

ó

CleFb?ATE51.- `.

PUERTO RICO ELECTRIC POWER AUTHORITY

MANAGED CLOUD SERVICES - ADDITIONAL PAYROLL MODULE FEEQUANTITY= 1

MANAGED CLOUD SERVICES - DEDICATED DISCOVERER - MODULE

QUANTITY= 1

SERVICE OPTIONS - YEAR 1

Contract: 00078287

Release :


Printed : 07/06/2017Page 3

,T2E,Jea

MANAGED CLOUD SERVICES - STORAGE UNIT - 200 USABLE GIGABYTES 10 TO < 15

USABLE TERABYTES

QUANTITY= 56

MANAGED CLOUD SERVICES - ADDITIONAL NON -PRODUCTION ENVIRONMENT - TIER 3

QUANTITY= 3

MANAGED CLOUD SERVICES - ENHANCED RECOVERY SERVICES - MAXIMUM AVAILABILITY

- OMCS OCPUQUANTITY= 28

- ENTITLEMENT AND ASSUMPTIONS

ACCORDING TO APPENDIX C TO THE ORDERING DOCUMENT BETWEEN BOTH PARTIES, ITC SPECIFIES THE ENTITLEMENT AND ASSUMPTIONS FOR THE ORACLE MANAGED CLOUD

SERVICES ORDERED UNDER THIS ORDERING DOCUMENT. FOR ALL SERVICES IDENTIFIEDIN THIS APPENDIX C FOR WHICH THERE IS A DESIGNATED TIMEFRAME, IN THE EVENT

THAT ORACLE'S PERFORMANCE OF THE SPECIFIED ACTIVITIES, EXCEEDS THE

TIMEFRAME SET FORTH IN THE APPLICABLE SECTION, THEN YOU MAY BE REQUIRED TOPURCHASE APPLICABLE ADDITIONAL QUANTITIES OF SUCH SERVICES FROM ORACLE;

HOWEVER, IF ORACLE'S PERFORMANCE OF SUCH ACTIVITIES EXCEEDS THE SETTIMEFRAME BECAUSE ORACLE FAILED TO PERFORM SUCH ACTIVITIES AS WARRANTED,

THEN ORACLE SHALL RE -PERFORM THE DEFICIENT ACTIVITIES BEYOND THE

DESIGNATED TIMEFRAME AT NO ADDITIONAL CHARGE. IF PURCHASE OF ADDITIONALQUANTITIES IS REQUIRED AS DESCRIBED IN THIS PARAGRAPH, SUCH PURCHASE SHALL

BE VIA (I) AN ORACLE MANAGED CLOUD SERVICES ORDERING DOCUMENT, (II) AN

ORACLE MANAGED CLOUD SERVICES AMENDMENT, OR (III) FOR CERTAIN SERVICES, A

PURCHASE ORDER THAT REFERENCES THIS ORDERING DOCUMENT.

-ENVIRONMENT, VPN AND STORAGE ENTITLEMENT

ORACLE E -BUSINESS SUITE PROGRAMS - ENVIRONMENT :

STANDARD VPN'S= 1

PRODUCTION ENVIRONMENTS= 1PRODUCTION SUPPORT ENVIRONMENTS=2

Contract: 00078287

Release :


Printed : 07/06/2017

Page 4

NON -PRODUCTION ENVIRONMENTS = 3

USABLE STORAGE (IN GIGABYTES) = 9,600

ORACLE E -BUSINESS SUITE PROGRAMS - ENVIRONMENT 1 - ENHANCED RECOVERYSERVICES - MAXIMUM AVAILABILITYDISASTER RECOVERY ENVIRONMENTS= 1

USABLE STORAGE (IN GIGABYTES) = 2,400

- GOVERNANCE SERVICES

AS PART OF THE CORE SERVICES, WE WILL RECEIVE, PER 12 MONTH PERIOD THEFOLLOWING:

CUSTOMER MANAGEMENT LEAD= NAMED RESOURCECUSTOMER MANAGEMENT DELIVERY METHODOLOGY= REMOTE

ACCOUNT REVIEW FREQUENCY= QUATERLYACCOUNT REVIEW DELIVERY METHODOLOGY = ONSITE

SERVICE PLAN FREQUENCY= BI -WEEKLY

AVAILABILITY PLAN FREQUENCY= QUATERLYSERVICE REQUEST REVIEW FREQUENCY= BI -WEEKLY

SERVICE REVIEW FREQUENCY= QUATERLYSERVICE REVIEW DELIVERY METHODOLOGY= ONSITE

THE DELIVERY OF THE ENTITLEMENTS IDENTIFIED IN THE GOVERNANCE SERVICES

ENTITLEMENT TABLE ABOVE IS SUBJECT TO, AND SHALL NOT EXCEED, THE MAXIMUMOF 200 SERVICE DELIVERY DAYS PER YEAR. A "DAY" CONSISTS OF 8 HOURS.

-ORACLE MAY MAKE CHANGES OR UPDATES TO THE SERVICES (SUCH AS

INFRASTRUCTURE, SECURITY, TECHNICAL CONFIGURATIONS) DURING THE SERVICESPERIOD, INCLUDING TO REFLECT CHANGES IN TECHNOLOGY, INDUSTRY PRACTICES,AND PATTERNS OF SYSTEM USE. THE SCHEDULES ARE SUBJECT TO CHANGE ATORACLE'S DISCRETION; HOWEVER, ORACLE CHANGES TO THE SCHEDULES WILL NOT

RESULT IN A MATERIAL REDUCTION IN THE LEVEL OF PERFORMANCE OR AVAILABILITYOF THE APPLICABLE ORACLE MANAGED CLOUD SERVICES PROVIDED TO YOU FOR THE

DURATION OF THE SERVICES PERIOD.

-THE STATEMENT OF WORK MAY DEFINE PROVISIONING AND MANAGEMENT PROCESSES

APPLICABLE TO THE SERVICES (SUCH AS CAPACITY PLANNING), TYPES ANDQUANTITIES OF SYSTEM RESOURCES (SUCH AS STORAGE ALLOTMENTS), AS WELL AS

ANY SERVICES DELIVERABLES. YOU ACKNOWLEDGE THAT USE OF THE SERVICES IN A

Contract: 00078287

Release :


Printed : 07/06/2017

Page 5

MANNER NOT CONSISTENT WITH THE SPECIFICATIONS SET FORTH IN THE STATEMENT

OF WORK MAY ADVERSELY AFFECT SERVICES PERFORMANCE AND/OR MAY RESULT IN

ADDITIONAL FEES. IF THE SERVICES PERMIT YOU TO EXCEED THE ORDERED QUANTITY(E.G., SOFT LIMITS ON REFRESHES), THEN YOU ARE RESPONSIBLE FOR PROMPTLY

PURCHASING ADDITIONAL QUANTITY TO ACCOUNT FOR YOUR EXCESS USAGE.

-STATEMENT OF WORK SCHEDULES

(1) INFRASTRUCTURE SERVICES FOR @ORACLE SCHEDULE

(2) APPLICATION MANAGEMENT SERVICES SCHEDULE

(3) FOR ORACLE E -BUSINESS SUITE PROGRAMS: APPLICATION MANAGEMENT SERVICES

FOR ORACLE E -BUSINESS SUITE SCHEDULE

(4) REFRESH SCHEDULE

(5) SECURITY PRACTICES FOR @ORACLE SCHEDULE

(6) GOVERNANCE SERVICES SCHEDULE

(7) DEFINITIONS SCHEDULE. THE DEFINITIONS IDENTIFIED IN THE DEFINITIONS

SCHEDULE APPLY TO THIS ORDERING DOCUMENT AND ALL SCHEDULES WITHIN THESTATEMENT OF WORK AS REFERENCED IN THIS SECTION I.

(8) ENHANCED RECOVERY SERVICES - MAXIMUM AVAILABILITY SCHEDULE(9) ENHANCED RECOVERY SERVICES ENTITLEMENT SCHEDULE

(10) BACKUP ENTITLEMENT SCHEDULE

(11) REFRESH ENTITLEMENT SCHEDULE

(12) SERVICE OPTIONS FOR @ORACLE SCHEDULE

- FEES

IN ACCORDANCE WITH APPENDIX A OF ORACLE'S PROPOSAL:

CORE SERVICES AND SERVICE OPTIONS FEES:

YEAR 1 FEE $913,106.00

IN MONTHLY PAYMENTS: 11 MONTHLY PAYMENTS OF $76,092.17, ONELAST PAYMENT, ON MONTH TWELVE: $76,092.13

-HOSTING LOCATION

MANAGED CLOUD SERVICES ENVIRONMENT(S) WILL RESIDE ON INFRASTRUCTURELOCATED AT ORACLE'S U.S. DATA CENTER(S); THE INFRASTRUCTURE ON WHICH OUR

ENVIRONMENT RESIDES WILL NOT BE MOVED OUTSIDE OF THE U.S.; WITHOUT OURCONSENT; IN THE EVENT THAT ORACLE RELOCATES THE INFRASTRUCTURE ON WHICH

OUR ENVIRONMENT RESIDES TO A THIRD PARTY DATA CENTER, ORACLE WILL PROVIDE

US WITH NO LESS THAN 180 DAYS ADVANCE WRITTEN NOTICE OF SUCH CHANGE.

Terms and Conditions - Text

PH000001 004 EQUAL OPPORTUNITY

EQUAL OPPORTUNITY.

Contract: 00078287

Release

Executed; 07/06/2017

Printed 07/06/2017

Page 6

By accepting this Purchase Order, the Seller certifies that it will notdiscriminate on the basis of race, color, national origin, sex, religion,age, disability, veteran status or ín any way otherwise prohibited by law

and will indemnify Buyer against any claims arising from such unlawful

discrimination by Seller.

PH000002 005 COMPLIANCE WITH LAWS.

COMPLIANCE WITH LAWS.

Seller warrants that the Materials, Services or Work Product shall be

performed, produced, priced, sold and delivered in strict compliance withall applicable local, domestic and international laws, rules and

regulations.

PH000004 005 INFRINGEMENT

INFRINGEMENT.

Seller shall hold harmless, defend and indemnify Buyer , its affiliatesand its and their respective employees, officers and directors from and

against all claims, demands, losses or damages, costs or expenses(including attorneys' fees and other expenses incident thereto) arising

out of any infringement, or any alleged infringement, of any intellectual

property rights, including rights arising under any patent, copyright,trademark, license and trade secret, in connection with any Material, WorkProducts, or Services, except to the extent any infringement resulted from

designs provided by Buyer to Seller. Without limiting the foregoing, the

Seller shall, at its own expense (1) procure for the Buyer an irrevocableroyalty -free license or right to continue using such Materials, Work

Product or Services (ii) with Buyer's prior written approval, replace theinfringing Material, Work Product, or Services with substantially equal

but non -infringing Materials, Work Product or Services or (iii) with

Buyer's prior written authorization, modify the infringing Materials, WorkProduct or Services so it becomes non -infringing; provided that no such

replacement or modification shall in any way amend or relieve Seller ofits warranties and guarantees set forth in this Order.

PH000006 016 CLAUSULAS PARA PACOS DE IMPUESTOS ESTATALES Y FEDECLÁUSULAS PARA PAGOS DE IMPUESTOS ESTATALES Y FEDERALES

EN CUMPLIMIENTO CON LA SECCIÓN 2906 DEL ARTICULO 2, DEL CÓDIGO DE RENTAS

INTERNAS DE PUERTO RICO, LA AUTORIDAD DE ENERGIA ELÉCTRICA ESTÁ EXENTA DELPAGO DEL ARBITRIO GENERAL DEL 6.6%. ADEMÁS, A PARTIR DEL 15 DE NOVIEMBREDE 2006, ESTÁ EXENTA DEL PAGO DEL IMPUESTO A LA VENTA Y USOS (IVU) ESTATAL

Y MUNICIPAL POR VIRTUD DE LA SECCIÓN 2508 DE LA LEY 117 DEL 4 DE JULIO DE

2006, CONOCIDA COMO LA LEY DE JUSTICIA CONTRIBUTIVA.

Contract: 00078287

Release :


Printed : 07/06/2017

Page 7

* LAS FACTURAS TIENEN QUE DETALLAR EL CONCEPTO DE LA COMPRA O SERVICIO.

LOCAL AND FEDERAL TAXES CLAUSE

IN COMPLIANCE WITH PUERTO RICO'S INTERNAL REVENUE SERVICE CODE, SECTION

2906, ARTICLE 2, PUERTO RICO ELECTRIC POWER AUTHORITY IS EXCEMPT OF 6.6%

TAX PAYMENT, ALSO, STARTING ON NOVEMBER 15TH, 2006; AND IN ACCORDANCE TO

LAW 117 OF 4TH OF JULY OF 2006, KNOWN AS "LEY DE JUSTICIA CONTRIBUTIVA";PREPA IS EXCEMPT OF "IVU (IMPUESTO A LA VENTA Y USOS ESTATAL Y MUNICIPAL)"TAX PAYMENT.

INVOICES SHALL INCLUDE ALL DETAILS RELATED TO GOOD OR SERVICE PURCHASED.

PH000007 004 APPLICABLE LAWAPPLICABLE LAW.

This Order will be governed by and construed in accordance with the laws

of the Commonwealth of Puerto Rico without regard to its principlesregarding conflicts of laws. Exclusive jurisdiction and venue for any

action arising hereunder will be in Puerto Rico, whether in Federal orCommonwealth Court.

PH000011 006 CHANGES TO ORDER.

CHANGES TO ORDER.

No modifications, changes or substitutions of Materials, Services or Work

Product or extra charges of any kind or change in or cancellation of or

waiver of or exception to any of the terms or conditions of this Orderwill be recognized unless authorized by Buyer in writing. Buyer may

direct, in writing, changes, including additions to or deletions from thequantities of Materials, Work Product or Services originally ordered, or

in the specifications or drawings. Unless otherwise agreed to by theparties, íf any such change causes an increase or decrease in the cost of,or the time required for performance hereunder, an equitable adjustment

shall be made in the price and/or delivery schedule. Any claims foradjustment shall be asserted by Seller no later than thirty (30) days from

the date of Seller's receipt of notice of such change. Nothing contained

herein shall excuse Seller from proceeding with a change directed by Buyerprior to negotiation of any adjustment. Notwithstanding the foregoing,

mutually agreeable adjustments for any changes under this Order may bemade by a written Order revision from one party which is confirmed in

writing by the other party.

PH000031 009 CONFIDENTIALITY

Contract: 00078287

Release :


Printed : 07/06/2017

Page 8

CONFIDENTIALITY.

This Order and all plans, drawings, designs and specifications which maybe supplied by Buyer to Seller shall remain the property of Buyer and any

information derived there from or otherwise communicated to the Seller inconnection with this Order shall be regarded by Seller as strictlyconfidential and shall not, without the prior written consent of Buyer, be

disclosed to any third party or made use of by Seller.

PH000033 009 FORCE MAJEURE

FORCE MAJEURE.

Neither party shall be in breach of the Order to the extent that any delay

or default in performance is due to Force Majeure. The term "Force

Majeure" will mean any cause which is not within the control of the party

claiming force majeure and which, by the exercise of due diligence, suchparty is unable to prevent or overcome, including but not limited to,flood, fire, tornado, governmental order, insurrections, riots and wars.Within seven (7) days of the commencement of an event of Force Majeure,

the party affected thereby will provide the other party with writtennotice of the event. Any event of Force Majeure shall not affect Buyer'sright of termination as set forth in TERMINATION Section hereof.

PH000037 007 TERMINOS PARA RETENCION EN EL ORIGENINFORMACION SOBRE RETENCIÓN EN EL ORIGEN

LA AUTORIDAD RETENDRÁ EL EQUIVALENTE AL 7% DE TODO PAGO POR SERVICIOS

PRESTADOS QUE SE EFECTÚE BAJO ESTE CONTRATO, DE CONFORMIDAD CON EL CÓDIGO

DE RENTAS INTERNAS DE PUERTO RICO DE 1994, SECCIÓN 1143, SEGUN ENMENDADA.NO OBSTANTE, SE DISPONE QUE LA RETENCIÓN A EFECTUARSE POR LA AUTORIDADBAJO LAS DISPOSICIONES DE LA PRESENTE CLÁUSULA PODRIA AUMENTAR A:

20% EN CASO DE QUE EL PROFESIONAL FUERA UN INDIVIDUO NO RESIDENTECIUDADANO DE LOS ESTADOS UNIDOS DE CONFORMIDAD CON EL CÓDIGO DE RENTAS

INTERNAS DE PUERTO RICO DE 1994 , SECCIÓN 1147; O UN 29% EN CASO DE QUE

EL POFESIONAL FUERA UN INDIVIDUO NO RESIDENTE Y NO CIUDADANO DE LOS

ESTADOS UNIDOS, O UNA CORPORACIÓN O SOCIEDAD EXTRANJERA NO DEDICADA AINDUSTRIA O NEGOCIO EN PUERTO RICO, DE CONFORMIDAD CON EL CÓDIGO DE RENTAS

INTERNAS DE PUERTO RICO DE 1994, SECCIONES 1147 Y 1150.

SI EL DEPARTAMENTO DE HACIENDA HA EMITIDO UN CERTIFICADO DE RELEVO A FAVOR

DEL PROFESIONAL, ES RESPONSABILIDAD DE ÉSTE, SOMETER COPIA DEL RELEVO ALA AUTORIDAD PARA CADA ANO NATURAL, DE LO CONTRARIO, LOS PAGOS SEGUIRÁN

SUJETOS A LA RETENCIÓN EN EL ORIGEN. TODA FACTURA DEBE DETALLARSE POR

CONCEPTOS (SERVICIOS, MATERIALES, EQUIPO, ETC.) PARA IDENTIFICAR LAS

Contract: 00078287

Release :

Executed: 07/06/2017Printed : 07/06/2017Page 9

PARTIDAS SUJETAS A RETENCIÓN Y EVITAR DESCUENTOS INDEBIDOS.

LA AEE PUEDE TERMINAR ESTE CONTRATO UNILATERALMENTE, EN CASO DE QUE EL

CONTRATISTA NO OBSERVE CUALQUIERA DE LAS CLÁUSULAS ANTERIORES, PORCUALQUIER FALLA EN EL CUMPLIMIENTO CON CUALQUIERA DE LAS DISPOSICIONES DEL

CONTRATO, INCLUYENDO ESTE ADDENDUM, MEDIANTE LA PREVIA NOTIFICACIÓN PORESCRITO AL CONTRATISTA DENTRO DEL TERMINO DE TREINTA DIAS ANTES DE COBRAREFECTIVIDAD LA TERMINACIÓN.

PH000038 005 NONWAIVER.

NONWAIVER.

No waiver by any party of any condition, or of any breach of any provisioncontained in this Order, in any one or more instances, will be deemed tobe or construed as a further or continuing waiver of any such condition or

breach or waiver of any other condition or of any breach of any otherprovision.

PH000040 007 RELATIONSHIP OF THE PARTIES.RELATIONSHIP OF THE PARTIES.

Seller is an independent contractor. This Purchase Order does not create apartnership or joint venture between Seller and Buyer. Seller is not an

agent of Buyer, and Seller has no authority to act on behalf of Buyer.Except as otherwise provided in this Purchase Order, Seller will provide

any and all labor, supervision, materials, and equipment necessary toprovide the Materials, Services or Work Product as set forth in thisOrder, and Seller will obtain any and all permits and authorizationsrequired by applicable law to provide such Materials, Services or Work

Product. Seller will control the means and manner of the providing of the

Materials, Services or Work Product. Seller's personnel will not be

considered employees of Buyer, and Buyer will not provide Seller'spersonnel with wages, salaries, or benefits.

PH000057 005 TERMINATION

TERMINATION.

Buyer may, at its option, cancel any unfulfilled Order, in which event

Buyer's only obligation shall be to pay for Materials shipped or Work

Product or Services performed prior to the receipt cancellation; provided,however, that if this Order covers Materials manufactured to Buyer's

specifications, upon receipt of notice of cancellation, Seller shall stopall performance except as otherwise directed by Buyer, and if Seller isnot in breach of this Order, Buyer shall pay Seller's actual, direct,unavoidable and reasonable costs resulting from such termination, not to

Contract: 00078287

Release :


Printed : 07/06/2017

Page 10

exceed the total price of the Materials, Work Product or Services statedin this Order. Upon such payment, title to any Materials or Work Product,including uncompleted Materials or Work Product, shall pass to Buyer. Inthe event of default by Seller in the performance of any obligation

hereunder, including time of delivery, or in the event it becomes apparentthat delivery cannot be accomplished within the time specified, Buyer may,at its option, cancel this Order entirely, without penalty or liability(except for Materials received and accepted.) A11 provisions necessarily

requiring survival beyond any termination of this Order, including, butnot limited to, those relating to audit, choice of law, confidentiality,

indemnity, title and warranty shall survive any such termination.

PH000082 002 ANTI -KICKBACK

Seller represents that no unrecited consideration, kickbacks, fees,payments, gifts, entertainment, or things of value were given to or

requested by any Buyer employee as an inducement to enter into or continue

this Order, and that Seller further agrees to immediately report any suchrequest, demand, or occurrence relating to any Buyer employee or thisOrder to: Puerto Rico Electric Power Authority, Material Management

Division Head Office, P.O. Box 3670151, San Juan, Puerto Rico 00936-0151;

Telephone: 787-521-3268, or 787-521-3310. Seller shall adhere to Buyer'sExpected Ethical Conduct Standards as defined in PREPA's Code of Ethic orLeyes de Ética which ís available at:

http://www.prepa.com/spanish.asp?url=http://www.aeepr.com/suministros.asp

* * * End of Contract * * *

ORACLE' MANAGED CLOUD SERVICES ORDERING DOCUMENT

Oracle Caribbean, Inc.American International Plaza,250 Muñoz Rivera Avenue Suite 300,San Juan, PR 00918-1819

Customer NameAutoridad de EnergíaEléctrica de Puerto Rico Customer Contact Hiram Medero

Customer Location 1110 Ponce De Leon Avenue,Lucchetti Building 7 Floor,Santurce, PR 00908

Phone Number 787-521-4050

Email Address [email protected]

Agreement: Oracle License and Services Agreement - 2010-000034 Service and ProductsAgreement and Oracle License and Services Terms signed between Oracle Caribbean,Inc. and Office of Management and Budget on May 31st 2010, as amended.

Ordering Document Number: PR-OD-MCS-10201772-07-JUL-2017

This Ordering Document incorporates by reference the terms of the agreement specified above and all amendmentsthereto (the "Agreement"). As used in this Ordering Document, "you" or "your" shall refer to the Customer defined above.Capitalized terms not otherwise defined herein or in applicable Schedules shall have the meaning ascribed to them in theDefinitions Schedule and Data Processing Agreement.

1. Services OrderedYou have ordered the following services ("Core Services"):

X Computer and Administration Services

The Core Services and any Service Options ordered by you (collectively, the "services", "Managed Cloud Services"or "Oracle Managed Cloud Services") are detailed in the following Appendices, which are attached to andincorporated into this Ordering Document by reference.

X Appendix A: Services Ordered and Fees X_ Appendix C: Entitlement and AssumptionsX Appendix B: Statement of Work X Appendix D: Programs Supported

The Managed Cloud Services ordered under this Ordering Document are (i) listed in Appendix A and described inthe Schedules referenced in Appendix B (such Schedules, collectively constitute the "Statement of Work"), (ii)subject to the Entitlement and assumptions identified in Appendix C, and (iii) subject to the terms and conditions ofsuch Schedules within the Statement of Work, the Agreement, and this Ordering Document. As part of the CoreServices, you may access in your Environment(s) the Oracle Programs identified in Appendix A, Appendix C and/orAppendix D, as applicable, to this Ordering Document.

In order to acquire and continuously receive any Service Option(s) purchased under this Ordering Document, youare required to continuously maintain the Core Services.

Managed Cloud Services do not include program licenses, technical support, or education services.

OnDemand_Managed Cloud Services Ordering Document for OLSA_v051415_PR_ENG Page 1 of 17

2. FeesYou agree to pay Oracle in accordance with Appendix A of this Ordering Document.

Oracle Managed Cloud Service Year 1 Fee Total Fees

Core Services and Service Options Fees 913,106.00 913,106.00Total Fees $ 913,106.00 $ 913,106.00

You agree and acknowledge that you have not relied on the future availability of any services, programs or updatesin entering into the payment obligations in this Ordering Document; however, the preceding does not relieve Oracleof its obligation during the Services Period to deliver services that you have ordered per the terms of this OrderingDocument.

3. Hosting LocationYour Managed Cloud Services Environment(s) will reside on Infrastructure located at Oracle's U.S. Data Center(s);The Infrastructure on which your Environment resides will not be moved outside of the U.S.; without your consent; inthe event that Oracle relocates the Infrastructure on which your Environment resides to a third party Data Center,Oracle will provide you with no less than 180 days advance written notice of such change.

4. Rights Granted, Ownership and RestrictionsFor the duration of the Services Period and subject to your payment obligations, you have the non-exclusive, non -assignable, worldwide limited right to access and use the Managed Cloud Services, including anything developed byOracle and delivered to you as part of the services, solely for your internal business operations, and subject to theterms of this Ordering Document and the Agreement. Your use of Oracle Programs is subject to your licenseagreement for such programs. You may allow your Users to use the services for this purpose and you areresponsible for your Users' compliance with the Agreement and this Ordering Document.

You retain all ownership and intellectual property rights in and to your data. Oracle or its licensors retain allownership and intellectual property rights to the services, Oracle Programs, and derivative works thereof, and toanything developed or delivered by Oracle or on behalf of Oracle under this Ordering Document.

You may not, and may not cause or permit others to:

A. remove or modify any program markings or any notice of Oracle's or its licensors' proprietary rights;

B. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish ordownload any part of the services (the foregoing prohibitions include but are not limited to review of datastructures or similar materials produced by programs), or access or use the services in order to build orsupport, and/or assist a third party in building or supporting, products or services competitive to Oracle;

C. perform or disclose any benchmark or performance tests;

D. perform or disclose any of the following security testing of the Environment or associated infrastructure:network discovery, port and service identification, vulnerability scanning, password cracking, remote accesstesting, or penetration testing; and

E. license, sell, rent, lease, share, transfer, assign, distribute, host, outsource, permit timesharing, service bureau,subscription, or software as a service use, or otherwise commercially exploit or make available the services,Oracle Programs, Environments or other Oracle materials to any third party, other than as expressly permittedunder the terms of this Ordering Document.

5. Program Licenses and Technical Support

OnDemand_Managed Cloud Services Ordering Document for OLSA_v051415_PR_ENG Page 2 of 17Cs

You acknowledge that the Managed Cloud Services acquired hereunder were bid by Oracle separately from anyOracle Program licenses and other services, that you may acquire Oracle Program licenses without acquiringManaged Cloud Services or other services, and that the fees for Managed Cloud Services do not include associatedprogram licenses or technical support. You acknowledge that (i) you have separately acquired and will continue tomaintain for the duration of the Managed Cloud Services the licenses and Oracle Software Update License &Support (also referred to as "Premier Support"), or any equivalent successor Oracle technical support offering, forany necessary Oracle programs, including those for which the Managed Cloud Services are provided, (ii) you willmaintain licenses and technical support for any Third Party Software or Required Software used in yourEnvironment, and (iii) your use of such programs and technical support are governed solely by the agreement(s)under which such licenses and technical support are obtained.

To facilitate Oracle's performance and your use of the services, Oracle may use Oracle VM programs to virtualizeyour Managed Cloud Services Environment(s). Solely during the services term, your licensing requirements withrespect to processor -based Oracle Programs that are utilized within the soft partitioned virtualized Managed CloudServices Environment(s) shall be based on the quantity of processors of such Oracle Programs that are installedand/or running in such environment(s). At the end of the Services Period, the foregoing shall no longer apply, andyour licensing requirements with respect to processor -based Oracle Programs shall be determined based on theterms under which such programs were licensed and Oracle's then current policies for soft and hard partitioning.

6. ObligationsYou acknowledge that Oracle's ability to perform the services depends upon your fulfillment of the followingobligations:

A. You are responsible for your, your users' and your third parties' use of and access to networks, systems andall Environments, including use of and access to your data and for compliance by you and such third partieswith the terms of the Agreement, this Ordering Document (including this Section 6), and the Statement ofWork. By federating or otherwise associating your and your Users' usernames, passwords and accounts withOracle, you accept responsibility for the confidentiality and timely and proper termination of user records inyour local (intranet) identity infrastructure or on your local computers. Oracle is not responsible for any harmcaused by your Users, including individuals who were not authorized to have access to the services but whowere able to gain access because usernames, passwords or accounts were not terminated on a timely basisin your local identity management infrastructure or your local computers.

B. You are responsible for identifying and authenticating all Users, for approving access by such Users to theManaged Cloud Services, for controlling against unauthorized access by Users, and for maintaining theconfidentiality of usernames, passwords and account information.

C. You are responsible for acquiring and maintaining all applicable software, equipment, and telecommunicationsrequired to connect to the Managed Cloud Services via a network connection that meets Oracle'sspecifications.

D. As reasonably required by Oracle, you (including your officers, agents and employees) will provide Oracle with(i) timely assistance and cooperation, (ii) complete and accurate information, and (iii) access to the relevantfunctional, technical and business resources with adequate skills and knowledge to support the performanceof services.

E. You shall obtain at your sole expense any and all rights (including license rights) and consents from third partiesnecessary for Oracle and its subcontractors to access Third Party Software (including any Required Software)or perform the services under this Ordering Document. Unless specified otherwise in the Statement of Work,you are solely responsible for maintenance of, the performance of, any testing of, and resolving any issuesrelated to, Third Party Software, and any other software transitioned into your Environment(s) without Oracle'sprior consent, as well as the impact that such Third Party Software and such other software may have on theManaged Cloud Services.


F. You shall defend and indemnify Oracle against liability arising under any applicable laws, ordinances orregulations from your termination or modification of the employment of any of your employees in connectionwith any services under this Ordering Document.

G. For any services that involve on -site delivery, Oracle will deliver such services to the customer address(es)specified in the Ordering Document during local business hours, excluding local public holidays. You andOracle may mutually agree in writing that such services be delivered at other location(s). You agree to usereasonable efforts to schedule on -site services by each on -site Managed Cloud Services resource for aminimum of eight (8) continuous hours of services per day.

H. Notwithstanding anything to the contrary in the Agreement or this Ordering Document, you may not assign thisOrdering Document or give or transfer the Managed Cloud Services, or an interest in them, to anotherindividual or entity. If you desire that Managed Cloud Services be acquired by another entity, such otherentity may order services under a separate contract. If you grant a security interest in any of the ManagedCloud Services, the secured party has no right to use or transfer those services.

You shall not use or permit use of the services, including by uploading, emailing, posting, publishing orotherwise transmitting any material, including your data, for any purpose that may (i) menace or harass anyperson or cause damage or injury to any person or property; (ii) involve the publication of any material that isfalse, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm;(iv) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (v) constitute an infringement ofintellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances orregulations. In addition to any other rights afforded to Oracle under the Agreement and this OrderingDocument, Oracle reserves the right, but has no obligation, to take remedial action if any material violates therestrictions in the foregoing sentence (the "Acceptable Use Policy"), including to remove or disable access tosuch material. Oracle shall have no liability to you in the event that Oracle takes such action. You agree todefend and indemnify Oracle against any claim arising out of a violation of your obligations under thisparagraph.

7. Services PeriodCore Services shall be provided for three years beginning on the effective date of this Ordering Document (the"Services Period", also referred to as "services term"), unless earlier terminated in accordance with this OrderingDocument. The duration of Service Options is specified in Appendix C.

8. TerminationYou may terminate this Ordering Document (and all services hereunder) for convenience by: (i) providing ninety (90)calendar days prior written notice to Oracle, and (ii) paying Oracle for all services performed through the effectivedate of termination. The termination shall be effective on the requested termination date, provided that Oracle hasreceived payment of the fees for all services performed through the effective date of termination.

If either you or Oracle breach a material term of this Ordering Document and fail to correct the breach within thirty(30) days of written specification of the breach, then the non -breaching party may terminate this Ordering Document(and all services hereunder) upon written notice to the other party. If Oracle terminates the Ordering Document asspecified in the preceding sentence, you must pay within 30 days all amounts that have accrued prior to suchtermination, as well as all sums remaining unpaid for the Managed Cloud Services ordered under this OrderingDocument plus related taxes and expenses. Except for breach of payment obligations, the non -breaching party mayagree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonableefforts to cure the breach.

Oracle may temporarily suspend your password, account, and access to or use of the Managed Cloud Services if (i)your licenses and/or technical support for the Oracle programs specified in this Ordering Document lapse, (ii) youviolate a restriction set in forth in Section 4 (Rights Granted, Ownership and Restrictions) or Section 6.1 (theAcceptable Use Policy) of this Ordering Document, (iii) in Oracle's reasonable judgment, the services or anycomponent thereof are about to suffer a significant threat to security or functionality; or (iv) your Environment(s)


malfunctions or otherwise affects network access within or to Oracle's Data Center(s) or another customer'senvironment. Oracle will provide advance notice to you regarding any such suspension in Oracle's reasonablediscretion based on the nature of the circumstances and, if permitted by law, will provide a description of the cause ofsuch suspension. Oracle will use reasonable efforts to re-establish the affected services promptly after Oracledetermines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however,during any suspension period, Oracle will make available to you your data as existing in the Environment on the dateof suspension. Oracle may terminate this Ordering Document and the services hereunder if any of the foregoingcauses of suspension is not cured within 30 calendar days after Oracle's initial notice thereof. Any suspension byOracle of the services under this paragraph shall not excuse you from your obligation to make payment(s) under thisOrdering Document.

Following termination of the services, (i) Oracle shall refund the unused portion of fees paid for the period for whichservices are terminated (except that Oracle shall not be obligated to refund or otherwise reimburse any setup feesidentified in Appendix A), (ii) your right to access and use the Oracle Programs specified in this Ordering Documentwithin the Environment(s) shall terminate, and (iii) you may otherwise use such programs subject to the terms of theAgreement and applicable order under which such program licenses were acquired.

Within seven (7) calendar days after the end of the Services Period, Oracle will deliver to you a final DecommissionBackup containing your data.

Following termination of the services, (i) your right to access and use the Oracle Programs specified in this OrderingDocument within the Environment(s) shall terminate, and (ii) you may otherwise use such programs subject to theterms of the Agreement and applicable order under which such program licenses were acquired.

9. Warranty and DisclaimersThe sole and exclusive warranty for services provided to you is that Oracle warrants that the services will beprovided in all material respects in accordance with the Managed Cloud Services specifications set forth in theSchedules under the Statement of Work defined in Appendix B of this Ordering Document. TO THE EXTENTPERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIEDWARRANTIES OR CONDITIONS, INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS ORENVIRONMENTS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORYQUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

ORACLE DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR -FREE.YOU ACKNOWLEDGE THAT ORACLE DOES NOT CONTROL THE TRANSFER OF DATA OVERCOMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECTTO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONSFACILITIES. ORACLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHERDAMAGE RESULTING FROM SUCH PROBLEMS.

10. Exclusive RemedyIf the services provided to you for any given month during the Services Period were not in accordance with thewarranty specified in this Ordering Document, you must provide written notice to Oracle no later than five (5)business days after the last day of that particular month. Your notice must identify the services that were deficientand describe the deficiency (including the Service Request number notifying Oracle of the deficiency in service), andmust be submitted to [email protected]. If applicable, Oracle will remit a services fee credit forsuch month calculated at 10 percent of 1/3 of the payment amount for the applicable quarter as set forth in thePayment Schedule table in Section 1 of Appendix A, for Oracle's failure to provide the services as warranted. Thecredit will be in the form of a credit towards any outstanding balance for Managed Cloud Services owed to Oracle,and the remittance of such credit WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND ORACLE'S SOLELIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THIS ORDERING DOCUMENT.

11. Limitation of LiabilityNEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, ORCONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS


ORDERING DOCUMENT), DATA OR DATA USE. ORACLE'S AGGREGATE LIABILITY FOR ALL DAMAGESARISING OUT OF OR RELATED TO THIS ORDERING DOCUMENT, WHETHER IN CONTRACT OR TORT, OROTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THESERVICES UNDER THIS ORDERING DOCUMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUND OR CREDIT RECEIVED BYYOU UNDER THIS ORDERING DOCUMENT.

12. Data Privacy and SecurityIn performing the services, Oracle will comply with the Oracle Services Privacy Policy, which is available Inperforming the services, Oracle will comply with the Oracle Services Privacy Policy, which is availableathttp://www.oracle.com/html/services-privacy-policy.html and incorporated herein by reference. Our respectiveresponsibilities for maintaining the privacy and security of your production data in connection with Oracle's ManagedCloud Services are described in the Security Practices for @Oracle Schedule included within the Statement of Work.The Oracle Services Privacy Policy and Security Practices for @Oracle Schedule are subject to change at Oracle'sdiscretion; however, Oracle changes to the policy will not result in a material reduction in the level of protectionprovided for your data during the services term.

Oracle's Data Processing Agreement for Oracle Cloud Services (the "Data Processing Agreement"), which isavailable at http://www.oracle.com/dataprocessingagreement and incorporated herein by reference, describes theparties' respective roles for the processing and control of Personal Data that you provide to Oracle as part of theManaged Cloud Services. Oracle will act as a data processor, and will act on your instruction concerning thetreatment of your Personal Data residing in the Environment, as specified in this Ordering Document and the DataProcessing Agreement.

You agree to provide any notices and obtain any consents related to your use of the services and Oracle's provisionof the services, including those related to the collection, use, processing, transfer and disclosure of Personal Data.

The Schedules within the Statement of Work define the administrative, physical, technical and other safeguardsapplied to your data residing in the Environment, and describe other aspects of system management applicable tothe services.

You remain solely responsible for your regulatory compliance in connection with your use of the services. You areresponsible for making Oracle aware of any technical requirements that result from your regulatory obligations priorto entering into this Ordering Document. Oracle will cooperate with your efforts to determine whether use of thestandard Oracle Managed Cloud Services is consistent with those requirements. Additional fees may apply to anyadditional work performed by Oracle or changes to the services.

You may not provide Oracle access to health, payment card or similarly sensitive personal information that imposesspecific data security obligations for the processing of such data unless specified in this Ordering Document. Ifavailable, you may purchase services from Oracle (e.g., Oracle Payment Card Industry Compliance Services, OracleHIPAA Security Services, Oracle Federal Security Services) designed to address particular data protectionrequirements applicable to your business or your data.

Any data provided by you that resides in your Environment(s) shall be your Confidential Information as defined in theAgreement. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriatenessand ownership of all of your data.

13. Service Tools, Service Analyses and VerificationOracle may use Tools to monitor and administer the services (e.g., to perform environment clones, passwordchanges, monitoring and file system maintenance), and to help resolve your Oracle Service Requests. The Toolswill not collect report or store any production data residing in your Environment(s), except as necessary to providethe services or to troubleshoot Service Requests or other Problems in your Environment(s). Information collected bythe Tools (excluding any production data) may also be used to assist in managing Oracle's product and serviceportfolio, to help Oracle address deficiencies in its product and service offerings, and for license and Servicesmanagement.


Oracle may (i) compile statistical and other information related to the performance, operation and use of the services,and (ii) use data from the Environment in aggregated form for security and operations management, to createstatistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as"Service Analyses"). Oracle may make Service Analyses publicly available; however, Services Analyses will notincorporate any production data or Confidential Information in a form that could serve to identify you or anyindividual, and Service Analyses do not constitute Personal Data. Oracle retains all intellectual property rights inService Analyses.

Oracle may audit your use of the services (e.g., through use of software tools) to assess whether your use of theservices is in accordance with this Ordering Document. You agree to cooperate with Oracle's audit and providereasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normalbusiness operations. You agree to pay within 30 days of written notification any fees applicable to your use of theServices in excess of your rights. If you do not pay, Oracle can end your services. You agree that Oracle shall notbe responsible for any of your costs incurred in cooperating with the audit.

14. Change ControlOracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations untilyou and Oracle agree in writing to the proposed change in (i) a new Oracle Managed Cloud Services OrderingDocument, (ii) an Oracle Managed Cloud Services Ordering Document Amendment that references this OrderingDocument, or (iii) for certain services, a purchase order that references this Ordering Document.

15. Force MajeureNeither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, terrorismor sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by theobligated party; government restrictions (including the denial or cancellation of any export or other license); or otherevent outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effectof a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformedservices upon written notice. This Section does not excuse either of our obligations to take reasonable steps tofollow applicable disaster recovery procedures or your obligation to pay for the services.

16. OtherYou acknowledge that the Managed Cloud Services are designed with capabilities for you and Users to access theEnvironment without regard to geographic location and to transfer or otherwise move your data between theEnvironment and other locations such as User workstations. You are solely responsible for the authorization andmanagement of User accounts, as well as export control and geographic transfer of your data.

17. Order of PrecedenceIn the event of any inconsistencies between (i) the Agreement and this Ordering Document, this ordering documentshall take precedence, and (ii) this Ordering Document (excluding exhibits) and any attached exhibits, the exhibitsshall take precedence. It is expressly agreed that the terms of the agreement and this Ordering Document and anyattached exhibits shall supersede the terms in any purchase order, procurement internet portal or any other similarnon -Oracle document and no terms included in any such purchase order, portal or other non -Oracle document shallapply to the Products and/or Service Offerings ordered, even if the purchase order, portal or other non -Oracledocument is issued after the signature of this Ordering Document.

18. InsuranceOracle shall provide and maintain in full force and effect during the life of this Agreement as provided herein, policiesof insurance covering all operations engaged in by Oracle as follows:

Professional Liability Insurance:

Oracle shall provide a Professional Liability Insurance with limits of $1,000,000 per occurrence and $1,000,000aggregate.


All required policies of insurance shall be in a form acceptable to the Autoridad de Energia Electrica de Puerto Ricoand shall be issued only by insurance companies authorized to do business in Puerto Rico.

Oracle shall furnish a certificate of insurance in original signed by an authorized representative of the insurer inPuerto Rico, describing the coverage afforded.

Nothing in this Ordering Document shall be deemed to preclude Oracle from selecting a new insurance carrier orcarriers or obtaining new or amended policies at any time, as long as the above insurance coverage is maintained.

19. Services in the Ordinary Course of BusinessNotwithstanding anything herein to the contrary, Oracle Caribbean Inc. and Autoridad de Energía Eléctrica("Customer") acknowledge that The Financial Oversight and Management Board for Puerto Rico ("Oversight Board")commenced a case under Title III of PROMESA in the United States District Court for the District of Puerto Rico (the"Supervising Court"), on July 2, 2017. Customer represents that it believes that all fees due under this OrderingDocument are incurred by Customer in the ordinary course of business. Customer agrees that Oracle shall receivepayment under the payment terms contained herein, and that Oracle shall not be required to bring an AdministrativeAction to obtain payment. In the event Oracle is required to bring an Administrative Action to obtain payment of feesdue under this Ordering Document, Customer agrees that Oracle may recover all attorneys fees incurred in bringingsuch action. In the event the Supervising Court or Oversight Board determine that the licenses and/or servicesobtained, and fees incurred, by Customer herein exceeded the scope of Customer's authority, Customer shallimmediately notify Oracle in writing of such determination and this Ordering Document shall terminate. Upontermination, Customer shall return or destroy all copies of the programs ordered hereunder; Customer's access tothe Cloud Services will be restricted, and Customer shall have no rights to use and Oracle shall have no obligation todeliver the Cloud Services ordered hereunder.

20. Oracle Executes First:Your signature, printed name, title and signature date in the signature block below are the only handwritten changesto this ordering document that will be accepted. Other changes to this ordering document, handwritten or otherwise,will render this ordering document null and void, unless such changes have been specifically agreed to by bothparties in writing.

This quote is valid through 31-JUL-2017 and shall become binding upon execution by you and acceptance by Oracle.

Autoridad de Energía Eléctrica de Puerto Rico Oracle Caribbean, Inc.

Name: 7isVdw . 2Title: Jo 54' Dá'4.:.# .'o -

Authorized Signature: Authorized Signature:

Name: /Mk] vTitle: narla_ e 11,

lit &Cab

Signature Date: Signature Date:

Ordering Document Effective Date:(To be completed by Oracle)

uCcy .9-01/77.9-01/70

FOR ORACLE INTERNAL USE ONLY: Solution Expiration 30 -mar -16, Gov Level Level 2, OSA Opportunity ID andSolution Set # 5RFCQ, CSQM Quote # and Version 49869, Fusion CRM Opportunity ID 5RFCQ


APPENDIX ASERVICES ORDERED AND FEES

This is Appendix A to the Ordering Document by and between Oracle and you. This Appendix sets forththe fees for the Oracle Managed Cloud Services.

1. FeesYou agree to pay Oracle, monthly in arrears, and in accordance with the Payment Schedule tablebelow, the following fees.

Year 1 Fee Total Fees

$913,106.00 $ 913,106.00

Payment Schedule

Month Year 1 Payments1 76,092.172 76,092.173 76,092.174 76,092.175 76,092.176 76,092.177 76,092.178 76,092.179 76,092.17

10 76,092.1711 76,092.1712 76,092.13

TOTALPAYMENTS

913,106.00

All fees on this Ordering Document are in US Dollars.

You agree to pay any sales, value-added or other similar taxes that must be paid based on theservices provided to you.

You shall reimburse Oracle for any actual, reasonable travel and out-of-pocket expenses incurred inconnection with the services delivered on -site; such expenses are not included in the fees for theservices and will be invoiced separately on a monthly basis.

You agree to pay within 30 days of written notification any fees applicable to your use of theManaged Cloud Services in excess of your rights. If you do not pay, Oracle can end your servicesand this Ordering Document.

All fees due under this Ordering Document are (i) due and payable net 30 days from date of invoice,and (ii) non -cancelable and the sums paid nonrefundable, except as otherwise specified in Sections8 and 10 of this Ordering Document. Ii


2. Services OrderedThe quantity and type of Managed Cloud Services purchased by you under this Ordering Documentare detailed in the following table. For Oracle Programs for which you have purchased multipleProduction Environments, the quantity and type of Core Services purchased for each suchProduction Environment are designated separately.

Part # Managed Cloud Service Quantity

CORE SERVICES - COMPUTER AND ADMINISTRATION SERVICES -YEAR 1

For E -Business Suite ProgramsL102231 Oracle Managed Cloud Services OCPU 49

A97124 Managed Cloud Services - Professional Application User 650A97125 Managed Cloud Services - Self Service Application User 10,841827129 Managed Cloud Services - Additional Payroll Module Fee 1

L54640 Managed Cloud Services - Dedicated Discoverer - Module 1

SERVICE OPTIONS - YEAR 1

B72205 Managed Cloud Services - Storage Unit - 200 Usable Gigabytes 10 to 56< 15 Usable Terabytes

B85982 Managed Cloud Services - Additional Non -Production Environment - 3

Tier 3A97038 Managed Cloud Services - Enhanced Recovery Services - Maximum 28

Availability - OMCS OCPU

3. Computer and Administration Services Renewal

The Computer and Administration Services acquired in this Ordering Document can be renewed onan annual basis by executing a new Ordering Document conditioned to the acceptance of Oracleand the payment of the fees for the services. For every annual renewal of the ordering document,the annual fee for the services will increase by not less than a four percent (4%) over the highestmonthly fee paid within the previous year, multiplied by twelve (12).


\b

APPENDIX BSTATEMENT OF WORK

This is Appendix B to the Ordering Document by and between Oracle and you. This Appendix B defines the Statement ofWork of this Ordering Document.

The performance of services is contingent upon you meeting your obligations and responsibilities as described in theStatement of Work. You acknowledge and agree that any exception to your compliance is granted on the condition thatOracle is not responsible for the resulting consequences.

Oracle reserves the right to provide services from locations, and/or through use of subcontractors, worldwide. Subject tothe terms and conditions of this Ordering Document, and to the same extent as Oracle is responsible for Oracle'sperformance hereunder, Oracle shall be responsible for the performance of services under this Ordering Document byany subcontractors engaged by Oracle to perform such services.

1. Statement of Work

The Statement of Work describes the Managed Cloud Services ordered under this Ordering Document, andconsists of the following Schedules. You may access the Schedules at https://support.oracle.com via the followingpath: Knowledge > Online Documentation > On Demand Documentation > On Demand Schedules.

The following apply to all Schedules within the Statement of Work:

A References to the term "Customer" shall mean the Customer defined in the Ordering. Document

B Capitalized terms not otherwise defined in a Schedule within the Statement of Work shall have the meaning. ascribed to them in the Definitions Schedule.

C Oracle may make changes or updates to the services (such as infrastructure, security, technical configurations)during the Services Period, including to reflect changes in technology, industry practices, and patterns of systemuse. The Schedules are subject to change at Oracle's discretion; however, Oracle changes to the Schedules willnot result in a material reduction in the level of performance or availability of the applicable Oracle ManagedCloud Services provided to you for the duration of the Services Period.

D The Statement of Work may define provisioning and management processes applicable to the services (such ascapacity planning), types and quantities of system resources (such as storage allotments), as well as anyservices deliverables. You acknowledge that use of the services in a manner not consistent with thespecifications set forth in the Statement of Work may adversely affect services performance and/or may result inadditional fees. If the services permit you to exceed the ordered quantity (e.g., soft limits on Refreshes), thenyou are responsible for promptly purchasing additional quantity to account for your excess usage.

STATEMENT OF WORK SCHEDULES(1) Infrastructure Services for @Oracle Schedule(2) Application Management Services

Schedule(3) For Oracle E -Business Suite Programs: Application Management Services for Oracle E -

Business Suíte Schedule(4) Refresh

Schedule(5) Security Practices for @Oracle Schedule(6) Governance Services Schedule


Definitions Schedule. The definitions identified in the Definitions Schedule apply to this OrderingDocument and all Schedules within the Statement of Work as referenced in this Section I.Enhanced Recovery Services - Maximum Availability ScheduleEnhanced Recovery Services Entitlement ScheduleBackup Entitlement ScheduleRefresh Entitlement ScheduleService Options for @Oracle Schedule


APPENDIX CENTITLEMENT AND ASSUMPTIONS

This is Appendix C to the Ordering Document by and between Oracle and you. This Appendix C specifies the Entitlementand assumptions for the Oracle Managed Cloud Services ordered under this Ordering Document.

All services referenced herein are subject to the terms and conditions of the Agreement and this Ordering Document,including all Schedules referenced in Appendix B.

For all services identified in this Appendix C for which there is a designated timeframe, in the event that Oracle'sperformance of the specified activities, exceeds the timeframe set forth in the applicable section, then you may berequired to purchase applicable additional quantities of such services from Oracle; however, if Oracle's performance ofsuch activities exceeds the set timeframe because Oracle failed to perform such activities as warranted, then Oracle shallre -perform the deficient activities beyond the designated timeframe at no additional charge. If purchase of additionalquantities is required as described in this paragraph, such purchase shall be via (i) an Oracle Managed Cloud ServicesOrdering Document, (ii) an Oracle Managed Cloud Services Amendment, or (iii) for certain services, a purchase order thatreferences this Ordering Document.

1. Environment, VPN and Storage EntitlementThe following table in this Section 1 summarizes, by type of Oracle Program, the Environment, VPN and storageEntitlement for Core Services and, if applicable, Service Options, ordered under the Ordering Document.

Total Environment, VPN and Storage Entitlement

Oracle Programs orService Option

StandardVPNs

ProductionEnvironments

ProductionSupport

Environments

Non-Production

Environments

DisasterRecovery

Environments

UsableStorage (inGigabytes)

Oracle E -Business SuitePrograms - Environment

1

1 2 3 9,600

Oracle E -BusinessSuite Programs -Environment 1 -

Enhanced RecoveryServices - Maximum

Availability

1 2,400

TOTAL FOR ALLORACLE PROGRAMS

1 1 2 3 1 12,000

2. Governance Services

As part of the Core Services, you will receive the type and quantity of Governance Services defined in the followingtable, per 12 month period.

Governance Services Entitlement

Service Quantity/Type

Customer Management Lead Named Resource

Customer Management Delivery Methodology Remote


Account Review Frequency Quarterly

Account Review Delivery Methodology Onsite

Service Plan Frequency Bi-Weekly

Availability Plan Frequency Quarterly

Service Request Review Frequency Bi-Weekly

Service Review Frequency Quarterly

Service Review Delivery Methodology Onsite

The delivery of the entitlements identified in the Governance Services Entitlement table above is subject to, and shallnot exceed, the maximum of 200 service delivery days per year. A "day" consists of 8 hours.

3. Core Services

A. Concurrent Usage

The services are designed to accommodate the concurrent usage indicated in the following table ("UsageEstimates"). Concurrent usage is the number of End Users simultaneously logged into the Environment. Youagree that Oracle is not responsible for any performance problems resulting from concurrent usage thatexceeds the Usage Estimates indicated in the following table.

Usage Estimates

Oracle Programs Your Estimated PeakConcurrent Use

Oracle E -Business Suite Programs 1833

B. Oracle E -Business Suite

"The following table defines the quantity and type of services that are provided to you for the Oracle E -BusinessSuite Programs.

Oracle E -Business Suite EntitlementService Quantity/Type

Environments As indicated in Section 1.A of this Appendix C

Storage As indicated in Section 1.A of this Appendix C

Backups As indicated in the Backup Entitlement Schedule

Refreshes As indicated in the Refresh Entitlement Schedule

Data Exports One per year

OnDemand_Managed Cloud Services Ordering Document for OLSA_v051415_PR_ENG

10)Page 14 of 17

Periodic Maintenance Plan Weekly- Mandatory or emergency patchingMonthly- Content Updates (i.e. Vertex Payroll and sales tax data)Bi-Annually- Technology Stack updates- Application patch sets that do not affect functionality- Implementation of system assessment recommendations

The delivery of the entitlements identified in the Governance Services Entitlement table above is subject to, and shallnot exceed, the maximum of 200 service delivery days per year. A "day" consists of 8 hours.

Services under the PMP do not include the deployment of Major Releases. Critical Patch Updates will be performedquarterly or as released by Oracle Product Development.

4. Service OptionsThe period of Service Options provided under a Schedule to this Ordering Document shall begin on the effective dateof the Ordering Document and shall end on the earlier of the following to occur: (i) Oracle's performance of thequantity of such Service Options under the applicable Schedule within the timeframe set forth in this Section 4, (ii)the end of the Services Period, or (iii) the termination or expiration of the applicable Service Options or the CoreServices in accordance with the Ordering Document.

Any unused Service Options remaining at the end of the applicable term shall be forfeited, and Oracle shall have nofurther obligation with respect to such Service Options.

A. Enhanced Recovery Services - Maximum Availability"The following table defines the quantity and type of Enhanced Recovery Services - Maximum Availabilityservices that are provided to you in conjunction with the Core Services. Maximum Availability services areprovided under the Enhanced Recovery Services - Maximum Availability Schedule.

Enhanced Recovery Services - MaximumAvailability Entitlement

Service Quantity/TypeOracle

Program(s)As indicated in Section 1.A of this Appendix C

ProductionEnvironments

As indicated in Section 1.A of this Appendix C

Tests per year 1

5. AssumptionsThe assumptions identified in this Section 5 apply to the Schedules under the Statement of Work. You acknowledgethat if any of the assumptions prove to be incorrect, or if Oracle's cost of providing services is increased because of(i) your failure to meet the obligations listed in the Statement of Work or to provide reasonable cooperation, or (ii)because of any other circumstance outside of Oracle's control, then additional fees for the additional work performedby Oracle due to such circumstances may apply.

A. Product and Architecture Scope Assumptions


The following table outlines high-level, product -related assumptions for the services ordered by you. OracleProgram versions and Technology Stack details, if applicable, are based on Oracle's configuration standardscurrent as of the effective date of the Ordering Document.

Architecture Assumptions

Oracle E -Business Suite Programs

Application, Pillar, and/orModules Releases EBS 12.1.3

Server Virtualization Oracle Managed Cloud Services will determine and implementserver virtualization where applicable.

Public Internet Access Yes

Environment Nodes as ofEffective Date Production Environment: 8 Nodes

Production Support Environment: 8 Nodes

Non -Production Environment: 9 Nodes

Miscellaneous

Estimated Production Go -Live Date(s)

Oracle E -Business Suite Programs: Not Applicable

B. Disaster Recovery Assumptions

Disaster Recovery Assumptions

Disaster Recovery for Oracle E -Business Suite Programs - Environment 1Offsite

BackupAs identified in the Applicable Core ServicesEntitlement

Recovery Time Objective As identified in the Enhanced Recovery Services - Maximum AvailabilitySchedule

Recovery Point Objective As identified in the Enhanced Recovery Services - Maximum AvailabilitySchedule

6. Cooperation

Oracle's performance of the services is dependent on your timely provision of assistance, cooperation, and completeand accurate information and data from your officers, agents and employees. You are solely responsible for anydeficiencies resulting from your failure to provide full cooperation or your failure to complete all assignedresponsibilities as defined in the Ordering Document and Statement of Work.

Oki


APPENDIX DPROGRAMS SUPPORTED

This is Appendix D to the Ordering Document by and between Oracle and you. This Appendix specifies the OraclePrograms for which the Core Services identified in Appendix A of the Ordering Document are provided.

Your use of the Oracle Programs is subject to your license agreement for such programs.

1. DefinitionsThe definitions below define the access provided for the types of Core Services provided under this OrderingDocument.

Application User is defined as an individual authorized by you to access the application program designated in thename of such user, through Oracle Managed Cloud Services, regardless of whether or not the individual is activelyusing Oracle Managed Cloud Services at any given time. For example, an Asset Tracking Application User mayaccess the Asset Tracking program as described in this paragraph. If an application program is not specified in thename of such user, the user may access the programs identified in the corresponding program table listed in Section2 of this Appendix D.

Self Service Application User is defined as an individual authorized by you to access the programs specified in thecorresponding program table listed in Section 2 of this Appendix D.

2. ProgramsThe tables below identify the Oracle Programs for which Core Services are provided.

Managed Cloud Services Professional Application UserCategory Programs

Order Management Order ManagementLogistics Inventory ManagementProcurement Purchasing, iProcurement, iSupplier Portal

Projects Project ContractsFinancial FinancialsHuman Resources Human Resources, iRecruitment, Payroll **, HR Intelligence, Self -Service Human

Resources, Time and LaborRead Only Users Financials, Purchasing, Project Costing, Service Contracts, Project Contracts, Sales

Contracts, Discrete Manufacturing, Process Manufacturing** For Payroll an additional module fee is required.

Managed Cloud Services Self Service Application UserCategory Programs

Procurement SourcingHuman Resources Self -Service Human Resources


Documents

Contract E f v ó Generales...IN COMPLIANCE WITH PUERTO RICO'S INTERNAL REVENUE SERVICE CODE, SECTION 2906, ARTICLE 2, PUERTO RICO ELECTRIC POWER AUTHORITY IS EXCEMPT OF 6.6% TAX PAYMENT,