IBM Joint Development Agreement_First Amendment 9 7 10Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: IBM Joint Development Agreement No. W0954778 - First Amendment
DATE: August 31, 2010
City Attorney Barry Lindahl recommends City Council approval of the First Amendment
to the IBM Joint Development Agreement. This amendment clarifies that the
Agreement runs through the end of the year versus September 22, 2010, as was in the
original Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Michael C. Van Milligen
Dubuque
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2007
THE CITY OF
DUB 7E MEMORANDUM
Masterpiece on the Mississippi
BARRY LINDA
CITY ATTORNEY
To: Michael C. Van Milligen
City Manager
DATE: August 30, 2010
RE: IBM Joint Development Agreement No. W0954778 - First Amendment
Attached is a proposed First Amendment to the IBM Joint Development Agreement
approved by the City Council on September 21, 2009.
The purpose of the amendment is to clarify that the Agreement runs through the end of
the year versus September 22, 2010 as was in the original Agreement.
The project was late getting started and both parties have agreed to extend the
research date.
recommend that the First Amendment be submitted to the City Council for
consideration and approval.
BAL:tls
Attachment
cc: Dave Lyons, Project Manager
F: \USERS \Laserfiche Legal \IBM \IBM Power Fund -AMI Pilot Project\ MVM_ IBMJDAW0954778 _FirstAmendment_083010.doc
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001 -6944
TELEPHONE (563) 583 -4113 / FAx (563) 583 -1040 / EMAIL balesq @cityofdubuque.org
August 25, 2010
City of Dubuque
Mr. David Lyons
50 West 13th Street
Dubuque, Iowa 52001
IBM T. J. I Stson Research Center
I'O Boy 211E
Rio 131
Yorktown Heights, NY /0598
Subject: IBM JOINT DEVELOPMENT Agreement No. W0954778
Amendment No. 1
Dear Mr. Lyons:
IBM proposes and City of Dubuque agrees that the above referenced Agreement be amended as
follows:
1. The first sentence of Article 6.1 is deleted and replaced with the following:
2.
"This Agreement will begin on September 22, 2009 and will end on December 31, 2010,
either party may terminate this Agreement upon thirty (30) days' written notice to the
other party."
All other provisions remain unchanged.
This Agreement and its Amendments may be signed in one or more counterparts, each of which
shall be deemed to be an original and all of which when taken together shall constitute the same
Agreement. Any signed copy of this Agreement and its Amendments made by photocopy,
facsimile or PDF Adobe format shall be considered an original. Please indicate City of
Dubuque's approval of these terms by having an authorized representative sign and return an
original to:
Very Truly Yours,
International Business Machines Corporation City of Dub ue /�
By: a /if
Patrick D. Canavan, Manager
Business & overnment Relations
Date: 24(
Holly Conklin, IBM
1101 Kitchawan Road, Office Number 40 -221
Yorktown Heights, New York 10598
Phone at (914) 945 -3278 and Fax at (914) 945 -2460
Accepted and Agreed to:
Nam
Title:
Date:
e: y D. Buol
Mayor
September 7, 2010
IBM Agmt W0954778 with City of DBQ and SOW091809baI - IBM.docx
JOINT DEVELOPMENT AGREEMENT
1.0 Statement of Work
Agreement No. W0954778
This Joint Development Agreement ( "Agreement ") is between the city of Dubuque, Iowa, with an address
at 50 W. 13 Street, Dubuque, IA, 52001 ( "City"), and International Business Machines Corporation, a
New York corporation, through its Thomas J. Watson Research Center, with a location at 1101
Kitchawan Road, Route 134, Yorktown Heights, NY 10598 ( "IBM ").
WHEREAS, the City and IBM would like to work together on developing a prototype service accessed
using a Web portal for near real -time integrated sustainability monitoring ( "Prototype Service "); and
WHEREAS, the City has a sustainability vision and IBM has initiatives around making cities smarter.
NOW, THEREFORE, for good and valuable consideration as stated herein, the City and IBM agree as
follows:
1.1 The parties will perform the scope of work in Appendix A ( "SOW ").
1.2 The parties agree to jointly prepare quarterly technical status presentations, and a final report
summarizing the work performed pursuant to this Agreement.
1.3 The City will provide IBM with a written evaluation report ( "Feedback ") based upon customer
feedback and the City's evaluation of the Prototype Service. The content and form of the
Feedback will be determined by the Technical Coordinators. The Feedback will be owned by
IBM and will be considered IBM Confidential Information.
2.0 Technical Coordinators
License No. L095814
2.1 The Technical Coordinators ( "TC ") will be David Lyons for the City and Milind Naphade for
IBM. Their responsibilities will include exchanging information with the other party,
coordinating any visits, preparing the quarterly technical status presentations, and arranging all
other matters pertinent to this Agreement. Each party may change its TC by giving written notice
to the other party. The TCs do not have the authority to amend this Agreement.
3.0 Costs and Expenses
3.1 Within ten (10) days of the Effective Date, the City shall pay IBM via wire transfer the amount of
$500,000. The City shall wire transfer to IBM an additional amount of $350,000 on July 1, 2010.
All payments will be made in US dollars. All payments are non - refundable.
3.2 The parties acknowledge and agree that the source of funds for these payments is the City and
that there are no State or Federal funds involved in the project described in the SOW (as may be
amended from time to time).
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3.3 All payments due under Article 3.1 will be sent by electronic funds transfer to:
Director of Licensing
International Business Machines Corporation
c/o PNC Bank
500 First Avenue
Pittsburgh, PA 15219
Bank Account Number: 1017306369
ABA Routing Number: 043000096
3.4 A License Reference Number (L095814) is assigned to this Agreement and this number must be
included in all communications, including wire transfer payments, royalty reports, tax credit
certificates, letters, faxes and e-mail messages pertaining to the payments made pursuant to
Article 3.1.
3.5 IBM will be entitled to late payment fees on payments due but not received within thirty (30)
days after the due date. Late payment fees are defined as the lesser of one percent (1 %) of the
amount due, compounded each subsequent thirty (30) day period that payments remain unpaid, or
the highest rate permitted by law.
3.6 The City will bear and pay all taxes (including, but not limited to, sales, property and value added
taxes) imposed by any governmental entity of any country in which the City is doing business as
the result of the existence of this Agreement or the exercise of rights hereunder, except that the
City will not be liable for any taxes based on IBM's net income. Taxes paid by the City will not
be deducted from or credited against payments due IBM.
4.0 Copyrights
4.1 "Software" means computer programs, computer program changes, computer program
enhancements, and/or any documentation related to computer programs which is famished by
either party in the performance of this Agreement.
' 4.2 IBM grants to the City an irrevocable, nonexclusive, worldwide and fully paid -up license to use,
reproduce and distribute internally for non - commercial purposes, any Software (in object code
only) and any other copyrightable materials furnished by IBM under this Agreement. An
approved non - commercial purpose is the demonstration of operation and value of such Software
or copyrightable materials to other Iowa communities.
4.3 The City grants to IBM an irrevocable, nonexclusive, worldwide, and fully paid -up license for
any Software and any other copyrightable materials furnished by the City under this Agreement
This license includes the right to use, execute, display, reproduce, perform, disclose, prepare
derivative works from, and distribute and transmit (internally and externally) such Software and
copyrightable materials and derivative works and to sublicense others to do any or all of the
foregoing.
4.4 Neither party has authorized its employees to furnish as part of this Agreement, any software
which is subject to any Open Source Software license. Such Open Source licenses will include,
without limitation, those licenses which have been approved by the Open Source Initiative
( "OSI ").
4.5 All Software will be exchanged in object code only.
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5.0 Inventions
5.1 "Invention" means any idea, design, concept, technique, invention, discovery or improvement,
whether or not patentable, conceived or first reduced to practice solely by one or more employees
of a party hereto ( "Sole Invention "), or jointly by one or more employees of one party with one or
more employees of the other party ( "Joint Invention "), in the performance of work under this
Agreement.
5.2 Each party will promptly provide to the other party a written description of each Invention. The
other party agrees to delay making public, by publication or otherwise, until the earlier of (1) the
first filing of a patent application claiming the Invention by the owning party or (2) six months
after the date the Invention is disclosed to the other party, for any Invention for which the
disclosing party has decided, or is in the process of deciding, to seek patent protection.
5.3 Any Sole Invention will be the property of the inventing party, subject to a license hereby granted
to the other party of the scope set forth in Article 5.4 for such Sole Invention and all patents
issued on it. Any Joint Invention will be jointly owned, and title to all patents issued on it will be
joint, all expenses (including those related to preparation, prosecution and maintenance) will be
jointly shared (except as provided below), and each party will have the right to license and assign
its ownership interest in the joint patent to third parties without need for consent from or
accounting to the other party.
Where one party elects not to share equally in the expenses for a Joint Invention, the other party
will have the right to seek or maintain such protection for such Joint Invention at its own expense
and will have full control over its preparation, prosecution and maintenance, even though title to
any issuing patent will be joint.
5.4 All licenses granted to the City and IBM under this Article 5 will be worldwide, irrevocable,
nonexclusive, nontransferable, and fully paid -up, and will include the right to make, have made,
use, have used, lease, sell, offer to sell, import and /or otherwise transfer any product, and to
practice and have practiced any method. All licenses granted to the City and to IBM in this
Article 5 will include the right of the grantee to grant revocable or irrevocable sublicenses to its
Subsidiaries, such sublicenses to include the right of the sublicensed Subsidiaries correspondingly
to sublicense other Subsidiaries.
5.5 "Subsidiary" will mean a corporation, company, or other entity;
i. more than 50% of whose outstanding shares or securities (representing the right to vote
for the election of directors or other managing authority) are, now or hereafter, owned or
controlled, directly or indirectly, by a party hereto, but such corporation, company, or
other entity will be deemed to be a Subsidiary only so long as such ownership or control
exists; or
ii. which does not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than 50% of whose ownership
interest representing the right to make the decisions for such corporation, company or
other entity is now or hereafter, owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company or other entity will be deemed to be a Subsidiary
only so long as such ownership or control exists.
6.0 Term and Termination
6.1 This Agreement will begin on the date it is signed by the last signatory ( "Effective Date "), and
end twelve months later, unless extended by mutual written agreement.
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7.0 Confidentiality
7.1 Except as may be provided in this Article 7 and Article 5.2, any information provided by either
party under this Agreement will be considered nonconfidential, and each party will be free to use
and disclose such information without limitation, subject to each other's valid copyright and
patent rights.
7.2 IBM Confidential Information ( "Information ") means the Tool (as defined in the SOW) and
Feedback and technical information about the Prototype Service and the Tool. City agrees not to
disclose any information to IBM which is considered by City to be confidential.
7.3 Information may be disclosed by: (i) presentation; (ii) delivery; (iii) authorized access, such as to
a data base; or (iv) any other express means. Information must be identified as confidential at the
time of disclosure, and all material containing Information must be marked Confidential or
Proprietary. Any Information disclosed verbally or visually must be summarized by the
disclosing party in writing and the writing provided to the receiving party within thirty (30) days
after the disclosure.
7.4 For the term of this Agreement, and for five (5) years from the end of this Agreement, the City
agrees to limit disclosure of the Information to those of its employees who have a need to know
it. The City shall use the same care and discretion to avoid disclosure of Information as it would
with its own similar information it does not wish to disclose.
The City shall use Information only for the purpose for which it was disclosed or otherwise for
the benefit of IBM.
7.5 Disclosure of Information will not be precluded if the disclosure is required by law, but the
receiving party will give the disclosing party reasonable notice to allow the disclosing party an
opportunity to obtain a protective order. The obligations of Article 7.4 above will not apply to
information that is: (a) already in the possession of the receiving party or its Subsidiaries without
obligation of confidence; (b) independently developed by the receiving party or its Subsidiaries;
(c) publicly available, or becomes publicly available through no fault of the receiving party or its
Subsidiaries; (d) disclosed by the disclosing party without obligation of confidence (e) inherently
disclosed by the receiving party or its Subsidiaries in the use, distribution or marketing of any
present or future product or service; or (f) disclosed with the permission of the disclosing party.
7.6 Each party agrees that the disclosure of its Information pursuant to this Agreement does not limit
the assignment or reassignment of the other party's employees.
7.7 Disclosure by the City of Information is permitted if the disclosure is to a third party whose
services the receiving party requires to accomplish the purposes of this Agreement, provided such
third party has entered into a written agreement with the receiving party in accordance with
Article 10.10.
8.0 Data
8.1 The City will provide IBM with current meter readings, on a schedule and frequency to be agreed
to by the parties, from 250 customers' advanced water meters ( "Data "). The City will be solely
responsible for the collection of Data and for determining what Data may and will be provided to
IBM under this Agreement.
8.2 The City represents and warrants that it has all necessary third party consents to permit
distribution and use of the Data, and any other information provided to IBM, pursuant to this
Agreement. The City further represents and warrants that it has anonymized all Data delivered to
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IBM to an extent sufficient to ensure that a person without prior knowledge of the original Data
and its collection cannot, from the anonymized Data and any other available information, deduce
the personal identity of the Data - subjects.
9.0 Disclaimers, Limitation of Liability, and City Indemnity to IBM
9.1 EXCEPT AS PROVIDED IN ARTICLE 8.2, NEITHER PARTY MAKES ANY WARRANTY,
EXPRESS OR IMPLIED, CONCERNING SOFTWARE, COPYRIGHTABLE MATERIALS,
SERVICES, INVENTIONS, PROCEDURES, PROCESSES, PROTOTYPES, INFORMATION,
OR OTHER DELIVERABLES SUPPLIED UNDER THIS AGREEMENT, WHICH ARE ALL
PROVIDED "AS IS." THE WARRANTIES THAT EACH PARTY EXPLICITLY DISCLAIMS
INCLUDE THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTY OF NON - INFRINGEMENT OF ANY
THIRD PARTY'S PATENTS, COPYRIGHTS, OR ANY OTHER INTELLECTUAL
PROPERTY RIGHT.
9.2 EACH PARTY ALSO SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY
PROTOTYPE(S) WHICH MAY BE DEVELOPED PURSUANT TO THIS AGREEMENT
INCLUDING THAT ANY PROTOTYPE(S) WILL MEET ANY DEVELOPMENT
OBJECTIVES, OR ANY REQUIREMENTS OF EITHER PARTY. EACH PARTY WILL
MAKE GOOD FAITH EFFORTS TO COMPLETE THE ACTIVITIES UNDER THE
STATEMENT OF WORK. FAILURE TO COMPLETE SUCH ACTIVITIES AFTER ALL
COMMERCIALLY REASONABLE EFFORTS, DOES NOT CONSTITUTE BREACH OF
CONTRACT.
9.3 The City will defend and indemnify IBM and IBM's Subsidiaries from all loss, cost and expense
(including reasonable attorney's fees) arising from (i) IBM's use of the Data in accordance with
this Agreement and (ii) any third party claim based on an actual or alleged breach of the City's
representations and warranties as provided in Article 8.2.
9.4 Except for claims arising out of Articles 7.0 and 9.3, neither party will be liable for any
consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary,
punitive, special or indirect damages, even if advised of their possibility. IBM's total cumulative
direct damages shall not exceed $100,000 regardless of the basis of any claim.
10.0 General Provisions
10.1 Each party is an independent contractor. Neither party is, nor will claim to be, a legal
representative, partner, franchisee, agent or employee of the other. Neither party will assume or
create obligations for the other.
10.2 Except as otherwise provided herein, this Agreement does not confer any rights to use in
advertising, publicity or other marketing activities any name, trade name, trademark, or other
designation of either party hereto, including any contraction, abbreviation, or simulation of any of
the foregoing, without prior written agreement, and each party agrees not to use or refer to this
Agreement or its terms in any such activities without the express written approval of the other
party.
10.3 All notices will be in writing and will be valid if sent by:
(a) registered or certified mail, return receipt requested, postage prepaid; (b) by facsimile
(provided the receipt of the facsimile is evidenced by a printed record of completion of
transmission); or, (c) by express mail or courier service providing a receipt of delivery. Notice
will be effective upon receipt. The notices that are not of a technical nature as per Article 2 of this
Agreement should be addressed to:
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IBM:
IBM Corporation
Thomas J. Watson Research Center
1101 Kitchawan Road, Route 134
Yorktown Heights, NY 10598
Attn.: Manager, Business and
Government Relations
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The City:
The City of Dubuque
50 W. 13 Street
Dubuque, IA, 52001
Attn.: City Manager
10.4 Neither party will be liable for any failure or delay in the performance of its obligations under this
Agreement if such failure or delay is due to acts of God, acts of the other party, fire, flood, natural
catastrophe, acts of any government or of any civil or military authority, national emergencies,
riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such party.
10.5 Each party agrees to comply and to reasonably assist the other in complying with applicable
government export and import laws and regulations. Further, each party agrees that unless
authorized by applicable government license or regulation, including but not limited to U.S.
authorization, both parties will not directly or indirectly export or reexport, at any time, any
technology, software and/or commodities furnished or developed under this or any other,
Agreement between the parties, or its direct product, to any prohibited country (including release
of technology, software and/or commodities to nationals, wherever they may be located, of any
prohibited country) as specified in applicable export, embargo, and sanctions regulations. This
section will survive after termination or expiration of this Agreement and will remain in effect
until fulfilled.
10.6 Except as expressly provided in this Agreement, neither party grants any licenses, either directly
or indirectly, by implication or estoppel or otherwise, to either party under any patent, copyright
or other intellectual property right of the other party.
10.7 Neither party may assign, or otherwise transfer, its rights or delegate its obligations under this
Agreement without prior written consent of the other party. Any attempt to do so is void.
10.8 Except for claims arising out of Articles 5.0 or 7.0, neither party may bring an action arising out
of this Agreement, regardless of form, more than one year after the cause of action has accrued.
10.9 Neither party relies on any promises, inducements or representations made by the other, or
expectations of more business dealings, except as expressly provided in this Agreement.
10.10 Each party represents that it has, or will have appropriate agreements with its employees or others
whose services the party may require to enable it to comply with all the provisions of this
Agreement.
10.11 Each party may have similar agreements with others, and may design, develop, manufacture,
acquire or market competitive products and services, and conduct its business in whatever way it
chooses. Each party will independently establish prices and terms for its products and services.
10.12 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will in no way be affected or impaired
thereby so long as the intent of the parties can be preserved.
10.13 This Agreement is governed by the laws of the State of New York, without regard to the conflict
of laws provisions thereof. Any proceedings to resolve disputes relating to this Agreement will be
brought only in the State of New York and in a US federal court if there is jurisdiction. The
ISM Agmt W0954778 with City of OBQ and SOW091809bal - IBM
parties waive the right to trial by jury in any matter which arises under this Agreement. The
United Nations' Convention on International Sales of Goods does not apply.
10.14 Any rights and obligations which by their nature survive and continue after any expiration or
termination of this Agreement will survive and continue and will bind the parties and their
successors and assigns, until such obligations are fulfilled.
10.15 This Agreement may only be amended by a writing signed by authorized representatives of the
parties. No approval, consent or waiver which alters the terms of this Agreement will be
enforceable unless signed by both parties, Failure to insist on strict performance or to exercise a
right when entitled does not prevent a party from doing so later for that breach, or a future breach.
10.16 This Agreement and Appendix A are the complete and exclusive agreement between the parties
regarding the subject matter hereof and supersedes any prior oral or written communications or
understandings between the parties related to the subject matter hereof.
By signing below, the parties agree to the terms of this Agreement.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
Rai .S. aPsai, V.P.
Business Development, Research
Date: September -2.2, 2009
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THE CITY OF DUBUQUE, IOWA
By: `: S 6 Ca
Nam -f. !c E. Connors
Title: ayor Pro -Tern
Date: September 21, 2009
IBM Agmt W0954778 with City of DBQ and SOW091809ba1- IBM
1.0 IBM'S RESPONSIBILITIES
2.0 CITY RESPONSIBILITIES
Appendix A - STATEMENT OF WORK
Project Objectives
IBM would like to work with City to develop the Prototype Service that would allow City
management and water utility customers to track water usage on a near real -time basis and be
able to compare individual customer's water usage with other water service customers' usage.
IBM will endeavor to develop the following:
1. Prototype Service that would allow:
a. City management to visualize and understand consumption patterns and the
sustainability footprint of the volunteers participating in the project for both water
consumption, and the - related energy consumption for both water production and
waste water treatment.
b. Participating volunteers to visualize and understand their water consumption.
2. Stand alone application software tool with a front -end that is similar to the front end of
the Prototype Service, but accesses static and focal data, ( "Tool ") for use by the City to
demonstrate the functionality of the Prototype Service to its water utility customers and
others. City will be able to access the Tool from a properly configured laptop or desktop
computer, i.e. the Tool should run on a machine running Windows XP or more recent
operating system, on an Intel platform, with the following minimum configuration
requirements: 1 GB RAM, 10 GB Hard Disk and CPU faster than 1.6 GHz.
IBM will make available to the project or develop software tools a) to perform data processing
and data management to prepare the Data and b) to perform exploratory analysis on the
datasets to extract consumption patterns and insights. These tools will not be furnished or
licensed to the City.
IBM will furnish the following to the City:
1. Reports on water consumption patterns and sustainability footprints collected over the.
period of the project over the set of volunteers participating in the project.
2. A final report on the project results.
3. Access to the Prototype Service developed during this project to demonstrate it.
4. Tool.
The City will provide:
1. A list of 250 volunteer water customers with advanced water meters to be identified only
by a unique ID.
2. City preferences for Prototype Service user interface and metrics.
3. Access to a data warehouse that will store Data, on a schedule and frequency to be
mutually agreed to by the parties.
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4. Access to information about the electricity consumption for water production and waste
water treatment during the project period.
5. Make available City personnel who can answer phone calls from the volunteers who
have questions about how to use the Prototype Service, or how to interpret the Data.
IBM shall have no responsibility to the volunteers that use the Prototype Service.
6. Feedback on the project from the volunteers in a form, format and frequency to be
agreed upon by the Technical Coordinators.
3.0 SCHEDULE AND MILESTONES
Emit
■
Identify metrics to be measured and monitored
Using input provided by City, determine requirements of
Proto e Service
Help develop communication materials to be used to recruit
volunteers
Provide advice on how to obtain a representative base sample
of population in volunteer . ool
Identify format of various Data sources and create plan for
ire rocessing of Data that will be needed to consume Data
Finalize Data sources, frequency of Data updates and process
and _overnance of Data used
Develop research tools for automation of data gathering from
advanced water meters for consumption
E i i i iielIt.TK" i 613. ii 3
Complete the integration of the data processing, warehousing
and Prototype Service so that the Data is ingested into
Prototype Service for visualization and subsequent
understanding and analysis
�'���.i ?��R 9'� .tii i �� .�Aila�il��t�a'�7�'f*iY7�•�rf: S �i ' i.
Estimated
Completion
Time in
Months
Relative to
Start Date of
Pro ect
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Analyze consumption data for insights and patterns that lead
to understanding for improving sustainability footprint and
understanding how visibility affects consumption
Responsible
. Parties •
Estimated
Completion
Time in
Months
Relative to
Start Date of
Project
END
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