The URL can be used to link to this page

24-739 - 7804-013 - Ordinance ExecutedORDINANCE NO. 24-739 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH BURNS & MCDONNELL ENGINEERING COMPANY, INC., TO MANAGE AND CONTROL IMPROVEMENTS TO THE SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) NETWORK IN THE CAPACITY OF OWNER ENGINEER FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7804-013 – AWARDED TO BURNS & MCDONNELL ENGINEERING COMPANY, INC., IN THE NOT-TO-EXCEED AMOUNT OF $ 1 ,399,998.00). WHEREAS, on December 14, 2021, the City Council approved a pre-qualified professional services list of professional engineering services for Denton Municipal Electric (Ordinance 21- 2687), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Burns & McDonnell Engineering Company, Inc., to provide professional engineering services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion tO approve this ordinance was made by Rr t . A B„h and seconded by (’ IA, .- 3 b, A 3 . This ordinance was passed and approved bythe following vote D - a : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: .J / ,/ ,,/ b/ Z/ ./ PASSED AND APPROVED thi, th, /e' " d,y ,f off : I , 2024 'Z_/# GERARD HUDSPETH, MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY an A:F N• aaiT BY: yau,UK y„dAD APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou-'Legal. cn=Moreella Lunn, email=Marcella.Lunn@cityofdenton com Date: 2024.04.03 08:06:23 -05'00' BY: ' Ahn\\h\ \\xhf\ 4/ DocuSign Envelope ID: 983D87CE-051D-tB6A-B6F4-15F4B6FIBC85 DENTON Docusign City Council Transmittal Coversheet 7804-013 File Name I DME SCADA MIGRATION PurchasingContact ch'i;t; c h'1;ti’- City Council Target Date APRIL 16’ 2024 Piggy Back Option Contract Expiration Ordinance p1 i cab1 eNot AP N/A 24-739 DocuSign Envelope ID: 983D87CE-051D=IB6A-B6F4-15F4B6FIBC85 CITY OF DENTON, TEXAS 7804-013 OWNERS ENGINEER FOR SCADA MIGRATION & REDESIGN STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and BURNS & MCDONNELL ENGINEERING COMPANY, INC., with its corporate office at 100 Energy Way, Suite 1700, Fort Worth TX 76102 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: 7804-013 Owner’s for SCADA Migration & Redesign (the "PROJECT"). SECTION 1 Scope of Services A.The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A.The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $1,399,998.00 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B.Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 1 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 19 DocuSign Envelope ID: 983D87CE-051 D4B6A-B6F4-15F4B6FIBC85 C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 3 of 1 9 DocuSign Envelope ID: 983D87CE-051D-+B6A-B6F4-15F4B6FIBC85 or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the City of Denton. Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 4 of 1 9 DocuSign Envelope ID: 983D87CE<)51DJ+B6A-B6F4-15F4B6FIBC85 construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1 ) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such suk)consultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton. Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 5 of 19 DocuSign Envelope ID: 983D87CE-051DJ+B6A-B6F4-15F4B6FIBC85 J. INSURANCE (1) ENGINEER’S INSURANCE a.Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i.The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b.Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. 1.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 6 of 19 DocuSign Envelope ID: 983D87CE-051 D4B6A-B6F4-15F4B6FIBC85 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i.ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d.Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b.Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 7 of 1 9 DocuSign Envelope ID: 983D87CE-051DdIB6A-B6F4-15F4B6FIBC85 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i.The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis. shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. 1.The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 8 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1 ) if asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 9 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rightsof-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant. auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 10 of 19 DocuSign Envelope ID: 983D87CE4)51 DJIB6A-B6F4-15F4B6FIBC85 services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor’s negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 11 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 I. CITYs Insurance (1) The CITY may maintain property insurance on certain preexisting structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 12 of 19 DocuSign Envelope ID: 983D87CE-051 D4B6A-B6F4-15F4B6FIBC85 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b.by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITYS approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 13 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904. THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMiTrED BY THE ENGINEER OR ENGINEER'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered, ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS. AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION. WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 14 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER L. Prohibition On Contracts With Companies Boycotting Israel Engineer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By sIgning this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreIgn terrorist organIzatIon. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Engineer acknowledges that in accordance with Chapter 2274 of the Texas City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 3/22/22 Page 15 of 19 DocuSign Envelope ID: 983D87CE-051D-4B6A-B6F4-15F4B6FIBC85 Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1 ) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Engineer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not boycott energy companies; and (2) will not boycott energy companies durIng the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entitiesand Firearm Trade Associations Engineer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1 ) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By sIgning this agreement, EngIneer certifies that Engineer’s signature provides written verification to the City that Engineer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade assocIatIon. Failure to meet or maintain the requirements under this provision will be considered a material breach. P. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 16 of 19 DocuSign Envelope ID: 983D87CE4)51D2IB6A-B6F4-15F4B6FIBC85 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 7804-013 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. Prohibition Against Personal Interest in Contracts No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of City of Denton, Texas Standard Agreement for Engineering Related Design ServioesRevised Date: 3/22/22 Page 17 of 19 DocuSign Envelope ID: 983D87CE-051D=LB6A-B6F4-15F4B6FIBC85 this AGREEMENT: Attachment A – Statement of Work These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on04/16/2024 Burns & McDonnell Engineering Com?awule£j Wi £LAs Ut&Ayw w/BY msFNfTIiitXU Pdnted Name: Chr1 s underwood Title: vice President 913-486-6858 PHONE NUMBER chr1 s . unde rwood@1898andco . com EMAIL ADDRESS 2024_ chris .underwood©1898andco . com TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 18 of 19 DocuSign Envelope ID: 983D87CE4)51DJ+B6A-B6F4-15F4B6FIBC85 CITY OF DENTON, TEXAS BY:S#HH%q£9 ATTEST: LAUREN THODEN , CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK RENWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and }. Antonio Puente, Jr . PRINTED NAME DME Genera1 Manager TITLE E1 ect ric DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 3/22/22 Page 2 of 19 DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 PART OF- BURNS DONNELL STATEMENT OF WORK FOR DME SCADA MIGRATION OWNER'S ENGINEER SUBMITTED TO DENTON MUNICIPAL ELECTRIC December 20, 2023 1898andco.com DocuSign Envelope ID: 983D87CE+)51 DdIB6A-B6F4-15F4B6FI BC85 INNELLPART OF BURNS December 20, 2023 Mr. Cameron Molsbee and Mr. Jerry Looper Denton Municipal Electric 901 Texas St # A Denton, Texas Re:Denton Owner Engineer Role for SCADA Migration Dear Cameron and Jerry: 1898 & Co.SM', a division of Burns & McDonnell, would like to thank you for the opportunity to support Denton Municipal Electric (DME) to migrate SCADA services from the City Hall East location to another yet to be decided location and migrate SCADA services from Spencer to DME’s new campus location which is currently under construction. Our current and prior engagements with DME have demonstrated the value of our partnership, and we look forward to the opportunity to work collaboratively with the DME team to gather requirements, prepare the RFP documentation, recommend a vendor, and to provide oversight over the migration processes. We understand the importance of SCADA systems in providing real-time situational awareness and automated control of the DME electrical grid. 1898 & Co. has the experience and industry specialists to support DME in this endeavor. Specifically, 1898 & Co. can support DME by providing the following: • • • Consultants with utility-focused operational, systems, and hosting expertise who have led numerous workload migrations, integrations, and network redesigns. Complementary e ,;el Use in SCADA system operations. First-hand !'„owledge of DME’s obI' : Lives and journey. We have served as a strategjc partner for many years, and we appreciate the opportunity to provide these services. We are excited to partner with DME on this endeavor. If you have any questions regarding this statement of work please contact me at (281) 685-2768 / armando.ferretra@1898andco.com or to our Project Lead, John Leek at (913) 269-71 57 / john.leek@1898andco.com. Sincerely, J&IIII$h Armando Ferreira 1898 & Co. Director, Technology Consulting John Leek Project Lead 1898andco. com DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Contents 1898 & Co. ................................................................................ 3 Our Story.......................................................................................... 3 Project Name ............. ,............................................................... 4 Definitions ................................................................................ 4 Our Understanding ...................................................................... 5 Project Goals..................................................................................... 5 Objectives for the Owner’s Engineer (OE) Role ............................................ 5 Activities under the Owner’s Engineer (OE) Role .......................................... 6 Critical Success Factors ........................................................................ 6 Scope of Work ............................... ........................... .................. 8 Known Requirements, Project Scope, and Exclusions ..................................... 8 Known Requirements ................................................................. 8 Project Scope .......................................................................... 8 Exclusions .............................................................................. 9 Proposed Scope of Work........................................................................ 9 Task 1 - Plan & Analyze .............................................................. 9 Task 2 - RFP Documentation Development...................................... 10 Task 3 - RFP Process and Templates ............................................. 10 Task 4 - RFP Responses Evaluation ............................................... 10 Task 5 - Plan and Design for City Hall East Migration ......................... 11 Task 6 - Executing City Hall East Plan ........................................... 11 Task 7 - Go-Live & Hypercare City Hall East.................................... 12 Optional Scope #1 - Continuous Support................................................... 12 Task 8 - Continuous Support....................................................... 12 Optional Scope #2 - Spencer Migration .................................................... 12 Task 9 - Plan and Design for Spencer Migration ................................ 12 Task 10 - Executing Spencer Plan ................................................ 12 Task 11 - Go-Live & Hypercare Spencer ......................................... 12 18984 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE4)51 D-+B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Assumptions .................................................................................... 12 Constraints ..................................................................................... 14 Prerequisites and DME Obligations.......................................................... 15 Deliverables and Milestones ......... ......................... ........................ 17 Key Personnel & Resumes............................................................. 18 Schedule.................................................................................. 20 Project Change Management Process ................. .............................. 21 Escalation Process . ..................................................................... 22 Pricing ..... .............................................................................. . 23 Approach to Project Execution ...................................................... 27 Project Governance .................................................................... 28 Terms & Conditions ......... ........................................................... 30 t)ME Representative........................................................................... 30 1898 & Co. Representative .................................................................. 30 Appendix A. 1898 & Co. Schedule of Professional Services Billing Rates ................................................ ...................................... 31 18986 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer 1898 & Co As the world rapidly changes, transformation is imperative. To stay ahead, you need a partner who understands your challenges, has the vision to see where the industry is heading and can respond quickly to develop strategies that inform progress. eHllIBlgin•lIB•• Our Story 1898 & Co. is a global business, technology and security consulting firm that serves critical infrastructure industries. As an extension of your team, we plan, secure, and optimize your asset-intensive organization, leveraging our trusted advisers with proven track records to uncover and deliver straightforward, actionable insights that can transform your business. With experience spanning physical and digital environments, we turn data into action that enables smarter decision-making for your people and business. Backed by more than a century of industry familiarity as part of Burns & McDonnell, we understand the complexities of your asset-intensive business model, the trends impacting your industry and the need to ground big ideas in operational realities. From incremental organizational improvements to transformative operational solutIons, you can trust 1898 & Co. to help you build a better tomorrow, from the ground up. Our experience and foresight converge to manage risk, digitally transform, and strategically plan, providing a sound voice and a steady hand to help guide you every step of the way. Backed by 100%13K+/0 employee-owned professionals at Burns & McDonnell global office locations 18988 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE4)51D-IB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner’s Engineer Project Name Denton Municipal Electric (DME) SCADA Migration & Redesign (the “Project”). Definitions BES: CHE: CIP: DEC: DME: EMO : GMS : NERC: NOC: OE: RFP: SCADA: SMA: SOW: VLAN : VPN : Bulk Electric System City Hall East Critical Infrastructure Protection Denton Energy Center Denton Municipal Electric Electronic Marketing Operator Generation Management System North American Electric Reliability Corporation Network Operations Center Owner’s Engineer Request for Proposal Supervisory Control and Data Acquisition Subject Matter Advisor Scope of Work Virtual Local Area Network Virtual Private Network 18984 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051DzIB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Our Understanding SCADA is a critical aspect of operating a municipal utility as it provides real-time monitoring and control of power distribution as it maintains voltages, currents, and power factors, and creates notification of potential or current issues. Additionally, the data generated by SCADA systems provide valuable information for engineering decisions. DME has authorized the selection of an external qualified vendor to perform an assessment of DMEs SCADA network as it currently exists within the City of Denton SCADA environment and develop an implementation plan to isolate from the current infrastructure. DME anticipates gaining autonomy over its own SCADA network and that the separation will increase operational security and reliability, as well as supportability by simplifying the network topology. This will lead to a more easily traceable and auditable network. The migration will improve the compliance posture for DME as an Electronic Marketing Operator (EMO) and for the Generation Management System (GMS) . It is anticipated that the SCADA migration will decrease DME resources spent in maintaining its current classification as a Medium Impact BES Cyber Asset. 1898 & Co. understands DME’s role as a medium impact BES Cyber Asset and that DME plays a significant role in the reliability of the grid as whole. Furthermore, the SCADA systems are essential to maintaining service reliability, security, and performance. DME identified a first step to isolate the DME network will be to migrate the secondary (backup) SCADA system hosted at City Hall East (CHE) to a new location. The network and SCADA migration must be carefully planned to avoid downtime, maintain compliance, improve security, and deliver improved support. This statement of work outlines the approach 1898 & Co. will provide to serve as Owner ’s Engineer (OE) to oversee the gathering of requirements, creating “Request for Proposal” (RFP) documentation, vendor selection, planning, and execution of the migration in support of project goals and objectives. DME also plans to move their primary SCADA system located at Spencer to their new campus once it is completed. 1898 & Co. also outlined in this statement of work the level of effort required to serve as Owner’s Engineer (OE) to oversee the gathering of requirements, planning, and execution of the migration in support of the campus move. Project Goals Denton Municipal Electric established the following goals for the project: 1. 2. 3. 4. Implementation of an Electric SCADA network at a new data center location isolated from the City of Denton Corporate Network. Implement a private external communication network incorporating the new data center, third party communications, Spencer (interim), and the new campus (replacing Spencer). Deliver an updated SCADA network and infrastructure topology diagram. Autonomy over DME-specific SCADA network, completely separated from City of Denton support. Objectives for the Owner’s Engineer (OE) Role The primary objectives of the OE will be: 1.Capability: Gather functional and technical requirements for network and SCADA. 1898£5 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer 2. 3. 4. 5. 6. 7. 8. 9. RFP Documentation: produce the documentation required for a successful RFP process to identify and/or contract infrastructure for the primary and secondary SCADA systems, communication network(s), and migration services. Deliverables: ensure that all the deliverables required for a successful SCADA migration and project execution in general are timely produced and meet the required industry standards. Minimize downtime: SCADA is critical to the operation of Denton Municipal Electric (DME). Risk Mitigation: Project, technical, and cyber security risk factors must be evaluated and managed. Compliance and Security: Align the new data center to meet regulatory and security requirements; maintaining compliance throughout migration . Compliance, Rules, and Standards: maintaining existing compliance with external regulatory entities NERC, FERC, ERCOT, and PUCT rules and standards throughout the migration. SupportabiUty: Gather technical procedures and work instructions to aid DME personnel in supporting the SCADA system at the new data center. Stakeholder Communication: Maintain transparent communication with stakeholders throughout the project to manage expectations and address concerns. Activities under the Owner’s Engineer (O E) Role 1. Validate project goals and objectives, critical success factors, and stakeholder list. 2. Gather requirements and identify constraints. 3. Develop and manage the project risk register. 4. Develop plan for the project’s lifecycle. 5. Prepare Request for Proposals (RFP) covering data center and NOC location, network, and SCADA & infrastructure migration, design, planning, time, and materials. 6. Prepare vendor short list. 7. Assist the DME Procurement Team to prepare and issue the RFP. 8. Answer vendor questions. 9. Evaluate and score RFP responses. 10. Prepare and denver response evaluation results. 11. Obtain agreement and consensus from DME for the vendor selections. 12. Serve as OE during the migration planning and execution steps for the CHE SCADA to new data center move. Gather support documentation and procedures for the new solution. Document staffing recommendations. Serve as OE during the migration planning and execution steps for SPENCER SCADA to the new 13. 14. 15. 16. 17. campus move. Facilitate the collaboration with City of Denton Technology Services during the SCADA migration. Gather project documentation and include in the project close out documentation. Critical Success Factors For the project to be considered successful all the conditions below must be met: 1. The specified electric SCADA network must be designed, configured, deployed, tested, and implemented by vendors, SMAs, and end users. 2. The SCADA migration must be completed from the City Hall East site to the new data center site and the SCADA systems in production within the DME-approved outage time. 1898£6 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D-+B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer 3. 4. 5. 6. 7. 8. 9. The SCADA migration from Spencer to the new DME campus and the primary SCADA systems must be tested and in production within the DME-approved outage time. The SCADA system must be deployed on a network totaILy isolated from the City of Denton network. The network must have redundant links for high availability and have completed a verified fail-over test Network and integration testing must be completed with third parties from the new locations. The SCADA system deployed at the new data center location must have DME stakeholder accepted network, infrastructure, and solution diagrams and documentation. The solution must meet DME security requirements. DME must be classified as a low EMO. 1898£Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051DJtB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Scope of Work Known Requirements, Project Scope, and Exclusions Known Requirements In preparation ahead of this statement of work, the initial requirements listed below were noted. The final version of the requirements list will be created and finalized by working directly with DME stakeholders and third-party subject matter advisors as part of the project. 1.The solution must migrate the secondary SCADA system consisting of applications, data, infrastructure, and network currently hosted at City Hall East (CHE) to a different data center location yet to be selected. The solution must migrate the primary SCADA system consisting of applications, data, infrastructure, and network currently hosted at Spencer to the new DME campus. The solution must provide redundant communications between DME locations and the new SCADA network in the data center and in the new campus. The solution must provide a new network with two separate Internet Service Providers (ISP’s) following completely and separate diverse paths. The solution must provide VPN network connections to third parties including those with Power Purchase Agreements (NextEra, etc.) and wind and solar farms. For those sites where requirements dictate, the solution must provide redundant dedicated circuits from multiple vendors following diverse paths to required locations. The solution must reroute and remove all traffic and connectivity with the City of Denton Corporate network to the DME Corporate network. The solution must include redundant Palo Alto firewalls at the new data center and new DME campus. The solution must implement security and business rules on the new data center Palo Alto firewalls specific to the new data center location. The solution must support a Network Operations Center (NOC) at the new data center location. The solution must provide layer 2 virtual local area networks (VLAN’s) for each application in the new data center and new DME campus. The solution must meet security requirements for confidentiality, integrity, and availability in alignment with required NERC CIP and DME corporate security standards, guidelines, and requirements. The migration must be accomplished with little to no disruption to DME’s daily operations. The solution must be developed collaboratively with DME stakeholders, Subject Matter Advisors (SMA’s), and the selected vendor. The solution must be validated by DME’s end users. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Project Scope The scope will be validated once requirements are complete. The scope will include: 1. Selection of the new data center and NOC location(s). 2. Provisioning SCADA at the new data center and DME campus location. 3. Implementation of external data network connections from redundant providers. 18984 8 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D-tB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Coordination with SMAs, selected vendor(s), and project role members. Driving OE, SMAs, and stakeholder tasks to accomplish goals. Aligning risk and the solution design with NERC CIP and other compliance considerations. Validating risk mitigating controls applied to the environment ahead of go-live. Delivering an operational transition plan (to be designed with selected vendor). Preparation of the Request for Proposal (RFP). Coordinating responses to vendor questions. Collaborating with the selected vendor on the solution design, migration, and implementatIon plan. Gathering network diagrams and other documentation and gaining approval from SMA’s. Coordinating validation testing with third parties. Providing post-implementation operational procedures and staffing recommendations. Exclusions The scope will not include anything not expressly stated above, but a few items to note: 1. 2. 3. 4. 5. 6. Selecting vendors and/or service providers for the migration of the primary SCADA from the Spencer location: 1898 & Co. will work with the vendors identified by DME. Implementation of enterprise or city.wide applications at the new data center. Recruiting and training of staff at the new facilities. Network Operations Center (NOC) design and implementation at the new data center. SCADA or application upgrades are not in scope. Coordinating and/or executing removal of old equipment from the CHE and/or Spencer faciIIties. Proposed Scope of Work To support the efforts and provide information to help guide the vendor selection process, execution plan creation, 1898 & Co. proposes to follow the methodology defined in the following four steps with specific deliverables for each step. Task 1 - Plan & Analyze As the OE, 1898 & Co. will create a Project Plan that will be used as input to the RFP documentation and, in general, the subsequent tasks and activities of the project. The creation of this project plan will start with the review and documentation of known and newly identified requirements and the definition and description of the scope of work of the migration of the SCADA system hosted at City Hall East (CHE). For this, 1898 & Co. will request feedback from DME key stakeholders. Once the scope of work is determined, 1898 & Co. will work with the team to estimate the effort required for execution, and review and update the proposed schedule. For the SCADA migration, three different elements are necessary: • Infrastructure, i.e., the location of the data center to host the SCADA, the virtual host, etc. • Communication network • Actual migration services. The initial assumption and recommendation of 1898 & Co. is that the location will be determIned as part of this Task 1, while a network provider will be selected through the RFP process described in Task 2 and subsequent tasks below. However, throughout the execution of Task 1 , 1898 & Co. and DME will discuss and decide if an additional RFP process is required for the infrastructure selection. In a similar manner, the initial assumption and recommendation of 1898 & Co. is that the migration services should be executed by the SCADA solution provider, and this assumption will be confirmed throughout the 1898£9 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer execution of Task 1 . If 1898 & Co. and DME find it necessary, an additional RFP process will be conducted for the migration services provider selection. As part of the initial assumption, 1898 & Co. will document the requirements for infrastructure and migration, which can be used by DME procurement team to contract with the corresponding providers. In case additional RFP process(es) are required, 1898 & Co. will follow the same steps described on the following tasks to create RFP documentation and conduct/support the RFP process. As part of the scope for this Task 1 , DEC will be considered and analyzed as one of the options for the new hosting location of the secondary SCADA to be migrated from CHE. To complete the plan, a review of the staffing requirements for the project execution and subsequent operation will also be conducted as part of this Task. Task 2 - RFP Documentation Development The Project Plan developed in Task 1 for communication network will be used to create the required RFP documentation. Information will be compiled and be incorporated into DME’s request for proposal template. An RFP draft will be discussed with DME staff for review and feedback. Up to two rounds of updates based on feedback from DME stakeholders are anticipated prior to finalizing the content for incorporation into DME’s RFP format. After the RFP documentation is complete and approved, 1898 & Co. will support the DME Procurement team from DME to publish the RFP to potential bidders in line with their existing process. Task 3 - RFP Process & Templates As the OE, 1898 & Co. will create the required templates and tools for efficient and expedited evaluation of vendors’ responses, including a template for a vendor evaluation matrix. Also, we will provide support to the DME Procurement team in different aspects of the RFP process as needed, which includes answering questions received from vendors and leading discussions on and updating the process schedule as required, among others. Task 4 - RFP Responses Evaluation To support a thorough evaluation of responses, 1898 & Co. will assist DME with the development of a vendor evaluation matrix. The evaluation matrix will provide a series of criteria based on the requirements gathering sessions and 1898 & Co. industry expertise. Evaluation criteria includes assessing the capability of each of the bidders in the context of the requirements documented in the Requirements Matrix, the vendor experience performing similar work, the availability (qualifications) and expertise of staff that will be supporting the project (personnel), information gathered from references, etc. The bidder evaluation matrix will help DME staff provide an objective review of the vendors and will help provide business justification for the system integrator selection recommendations. The bidder evaluation matrix will be based upon responses to the requirements in the RFP. A numeric score is calculated for each of the responses in alignment with DME’s stated business requirements. These scores are then multiplied by the assigned priority and importance of the requirement and added to the total to calculate an overall score. This weighted scoring approach ensures a lower score on an unimportant requirement does not disqualify the vendor and higher scores on more important requirements will steer the selection towards the response with the greatest ability to meet DME’s most important needs. 18988 10 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer To obtain and populate some of the content required for the evaluation matrix and provide an informed recommendation on the best option to DME, 1898 & Co. may need to create lists of additional questions for vendors, organize interviews and demonstrations. As the OE, 1898 & Co. will produce documentation that includes a summary of the evaluation and the recommendation on the vendor selection and will provide required support to the contract negotiation in regard to the project plan and the selection process. Task 5 - Plan & Design for City Hall East Migration The OE will work with the selected vendor and DME to develop an implementation plan and final project budget detailing the phases, steps, and timelines required to put the recommended improvements into practice. This plan will include the standard sections (i.e., scope, timeline, resources) as well as other aspects, some of which are: 1. 2. 3. 4. 5. 6. Proposed architecture of the new system. Prioritized action items with responsible parties. A timeline for each phase of implementation. Budget estimates for any necessary hardware, software, and software upgrades or changes. Plan to create, maintain, a discuss a Risk Register. Critical Success Factors will be guideposts to assess completion of the project. As the OE, 1898 & Co. will also perform the following activities as part of this task: • • • • • • • • • • Review and analysis of the required and proposed architecture and infrastructure. Review of the migration plan proposed by the vendor. Review of risk analysis and mitigation plan, as well as periodic review of the Risk Register. Review of the network design. Coordinate the creation of Test Plan(s). Provide support to Vulnerability, Scan, and Penetration Testing. Conduct a data center walkthrough. Provide assistance to infrastructure procurement process (regarding scope). Review and validate cutover, rollback, and hypercare plan(s). Coordinate operational readiness review and Go/No-Go discussion(s) with the vendor. Task 6 - Execute City Hall East Migration Once the “Go” has been obtained, the OE will oversee the correct execution of the migration process by the vendor, which will include: • • • • • Establish “Migration Command Center” as needed. Monitor network provisioning. Monitor infrastructure provisioning. Monitor Data/VM replication . Monitor Operation Center (NOC) provisioning. It will also validate that all the documentation provided by the vendor is complete and updated. 1898£11 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE+)51 DZIB6A-B6F4.15F4B6FIBC85 DME SCADA Migration Owner's Engineer Task 7 - Go-Live & Hypercare Secondary SCADA The OE will oversee the Go-Live and cutover efforts, as well as the provision of required hypercare support. It will also coordinate the preparation of the hypercare exit report with the vendor. Optional Scope #1 - Continuous Support Task 8 - Continuous Support 1898 & Co. will provide advisory support to the SCADA operation as requested by DME. Optional Scope #2 - Spencer Migration Task 9 - Plan & Design for Spencer Migration Similar to what will be provided for City Hall East, 1898 & Co. will provide support for the planning and design of the migration of the primary SCADA from the Spencer location to a new location to be communicated by DME. The OE will work with the selected vendor and DME to develop an implementation plan and final project budget detailing the phases, steps, and timelines required to put the recommended improvements into practice. This plan will include the standard sections (f .e., scope, timeline, resources) as well as other aspects Task 10 - Execute Spencer Migration Similar to what will be provided for City Hall East, 1898 & Co. will provide support for the migration of the primary SCADA from the Spencer location to a new location to be communicated by DME. Once the “Go” has been obtained, the OE will oversee the correct execution of the migration process by the vendor. Task 1 1 - Go-Live & Hypercare Primary SCADA Similar to what will be provided for City Hall East, 1898 & Co. will provide support to the Go-Live and Hypercare of the migration of the primary SCADA from the Spencer location to a new location to be communicated by DME. The OE will oversee the Go-Live and cutover efforts, as well as the provision of required hypercare support. It will also coordinate the preparation of the hypercare exit report with the vendor. Assumptions The following assumptions have been used to develop this statement of work. Should any of these assumptions prove incorrect or there is any material deviation from the project assumptions, a change order may be required. In said case, changes to the project schedule, fees and expenses, deliverables, and/or level of effort required to perform the services covered by this statement of work will be expressed to DME in writing prior to execution. • • • Anything not identified as specifically in scope is excluded from the scope. Any additional scope outside of this statement of work and corresponding SOW will require a mutually agreed-upon change order. The time and materials fees are based on the following core assumptions: o The overall project duration is assumed to be 19 months. 18986 12 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer • • • • • • Travel is anticipated to support physical site inspection, collaboration, and coordination of the implementation. 1898 & Co. will work with DME to confirm specific travel plans. DME will reimburse 1898 & Co. for actual travel expenses as incurred. 1898 & Co. resources will follow travel and expense policies and procedures as defined in the current Master Services Agreement between Burns & McDonnell and DME 1898 & Co. uses the term “Owner’s Engineer (OE)” to denotate either an individual or a team executing the tasks proposed and required as part of the Scope of Work. DME may require up to three different vendors to provide infrastructure, network, and the actual SCADA migration services: o The infrastructure provider will be selected as part of the “Plan & Analyze” task o The network provider will be selected through the RFP process described in the Scope of Work o The SCADA migration is expected to be executed by the SCADA solution provider. Changes to this assumption may impact scope, price and/or schedule described in this proposal. The RFP documentation will require providers to propose solutions and associated costs consistent with redundant (N-1 ) and double redundant (N-2) communication networks at both primary and secondary locations. 1898 & Co. scope of work does not include compliance assessment reports. The Go-Live and hypercare for both City Hall East and Spencer will not overlap with each other. o Go-Live activities for each location will be scheduled at separate times and/or a Go-Live for the primary/secondary SCADA will not be scheduled while the other system is in hypercare. Each party will maintain open communication with the other party at all levels and proactively resolve issues by escalating unresolved issues to successively higher levels of DME and our rnanagernent. DME resources will be required and available to support the project. DME will commit resources and management involvement as described in this statement of work as required by the work effort to promptly support the delivery of the services and perform the agreed-upon acceptance procedures. 1898 & Co. shalt not incur any penalties due to delays caused by DME in the event of any delays or failure to provide resources by DME that prevent us from our ability to meet DME’s established end date, we 1898 & Co. shall not incur any penaltIes because of the delay. DME is responsible for the contractual relationship with its third-party vendor(s) and facilitates their cooperation with our efforts. 1898 & Co. will not be responsible for the performance of other contractors or vendors engaged by DME For the migration of primary SCADA from the Spencer location, it is assumed that the vendors providing infrastructure, network, and the actual migration services have been already identified and contracted with DME. DME shall provide appropriate access and log-in privileges to all applicable system environments including production and ticketing tools for the purposes of the Services. AU required application support software, support licenses and tools will be provided by DME. Any product support will be provided by the relevant product vendor(s), and DME will purchase the necessary product support from these vendors. For the newly onboarded resources, atl access will be provided within five (5) working days. • • • • • • • • • 1898£13 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE<)51DzIB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer • • • 1898 & Co. shall submit the Deliverables to a defined recipient for review and approval per DME and 1898 & Co.’s agreed to process. Deliverables submitted to DME for approval will be deemed accepted if, within five business days after delivery, DME has not provided to 1898 & Co. written notice explicitly identifying how the Deliverables fail to comply with their applicable specifications materially. If DME responds within five business days, the Parties will mutually agree on a timeline for the identified Deliverable(s) to be revised and submitted to DME (the “Revised Deliverable”). Upon 1898 & Co.’s submission of the Revised Deliverable, DME’s five business day review period identified above will re-commence. DME will be responsible for its operation, and use of deliverables provided by 1898 & Co. and ensuring that the deliverables meet DME’s requirements through the signoff and deliverable acceptance procedures note above. Current state documentation will be provided (to the extent that it exists) prior to the start of the project . Interviews needed to support current state information and requirements gathering and validation will be scheduled prior to the start of the project. Future state design review(s) will include appropriate stakeholders on the business and technology side as identified by DME. 1898 & Co. and DME will work together to prioritize project implementation activities to be included in the migration and to validate the order and dependencies of the implementation steps. The DME assigned Project Owner for this effort and 1898 & Co. will co-present the vendor response evaluation to the stakeholder audience to gain buy-in and select an implementation vendor(s). The DME assigned Project Owner for this effort and 1898 & Co. will co-present the future state design and implementation plan to the stakeholder audience to gain buy-in and support for the implementation . Additional services not included in this response are open for discussion: o Organizational Change Management & Training o Testing Services o System Integration o Data Assessment, Conversion & Cleansing o Analytics & Reporting o SCADA application upgrades or other changes not specifically required by the migration. Resources are expected to work remotely through this engagement except when on-site visits are required. 1898 & Co. recommends engaging with DME onsite for key workshops, to be identified during mobilization. 1898 & Co. resources will follow travel and expense policies and procedures as defined in the current Master Services Agreement between Burns & McDonnell Engineering Company, Inc., and Denton Municipal Electric as referenced in the Terms & Conditions. • • • • • • • • • Constraints Project constraints are factors that limit the project team's options and can impact the project's scope, schedule, budget, or quality. • Budget: The project budget may not be adequate to facilitate the infrastructure procurement. The use of existing equipment may impact day-to-day operational needs and may require additional steps to successfully complete the project. 18986 14 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer • • • • • • • • Procurement Cycles: The lead times for procurement of new equipment may exceed the allotted time in the schedule and impact delivery dates and project costs. Resource Constraints: Subject Matter Advisors (SMA’s) or DME Stakeholders may not be available to provide required activities in a timely manner resulting in longer delivery times for project deliverables and cost overruns. Scope: The project scope is well-defined, but any changes, modifications, or new deployments in the CHE data center environment may require rework or changes to planning that may result in longer delivery times and project cost overruns. Scope Changes: Frequent changes in project requirements can impact on the delivery timelines, project costs, and completion of the project. Regulatory Compliance: The project timelines and plans will be created using known NERC-CIP regulatory or DME-specific security standards. Changes to the compliance requirements may impact on the delivery schedule and project activities. Risk Tolerance: The project stakeholders may have a low tolerance for certain types of risks, which can limit the project's approach or options. Stakeholder Requirements: Stakeholder expectations and requirements must be established and agreed upon. Changes to expectations, critical success factors, or new requirements may impact delivery schedules and project costs. Technology Compatibility: The SCADA migration must integrate existing technologies over new network facilities and with newer or different infrastructure at the new location. The differences can create technical limitations to performance during the migration process and post- implementation . Prerequisites and DME Obligations In addition to any other responsibilities prerequisites, or assumptions described in this SOW, set forth below is a list of the obligations for which DME will be responsible, conditions on 1898 & Co. performance, and assumptions upon which 1898 & Co. relies in agreeing to perform the Services described in this SOW on the terms set out herein (collectively “DME ’s Obligations”). If any of DME ’s Obligations are not performed or prove to be incorrect, it may cause changes to the fees, and expenses, level of effort required, or otherwise impact on 1898 & Co. 's performance of the Services described in this SOW, and 1898 & Co. shall have no liability for delays in performing Services to the extent such delays were caused solely and directly by DME failure to correctly perform its obligations. Both parties will mutually agree and execute a change order if 1898 & Co. needs additional time to provide the Services, as the case may be. 1898 & Co. to document in the change order any dollars, schedule, or scope change. • • • • DME shall set overall direction for the Project, make choices on direction, options, and priorities, and take ownership of the outcomes. Any Confidential Information disclosed to third parties contracted by DME shall be subject to the confidentiality obligations of the Agreement. DME shall be responsible for the performance of other contractors or vendors engaged by DME in connection with the Project and ensure that they cooperate with 1898 & Co. DME will provide 1898 & Co. access to other third'party service provider resources and any other resources required to provide adequate knowledge transition to the 1898 & Co. team. 18986 45 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE4)51 D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineel •DME shall be responsible for obtaining, at no cost to 1898 & Co, consents for 1898 & Co.’s use of any third-party products, including, but not limited to software (including purchase of any licenses), necessary for 1898 & Co. to perform its obligations under this SOW. o For example, DME requires 1898 & Co. to manage all work via VPN to their environment using a virtual machine. DME would be responsible for setup of the virtual machine, VPN and any software needed on the VPN that would be relevant to a DME standard image. DME will provide 1898 & Co. access to detailed design documentation such as architecture designs, schema design, source code, and coding standards, if any exist as needed to fulfill the Services DME will provide access to test accounts and test data from its information system and other sources to adequately test the solution. DME will provide timely access to stakeholders and decision-makers and decisions will be made promptly and without delay. Identified DME executive sponsors shall be responsible for resolving all escalated decisions regarding scope, duration, resources, and finances. DME acknowledges and agrees that 1898 & Co. is not providing any tax, legal, accounting, or regulatory services or advice while providing the Services. DME will commit the necessary resources and management involvement to support the Project and will give access to 1898 & Co. to tools and data required for the Project. Any change in technology/ skill mix will need to be mutually agreed upon. DME shall be responsible determining whether to use or refrain from using any recommendation that may be made by 1898 & Co. DME will be solely responsible for determining whether any Services provided by 1898 & Co. (i) meet DME requirements; (ii) comply with all laws and regulations applicable to DME, and (iii) comply with DME 's applicable internal guidelines and any other agreements it has with third parties. • • • • • • • • 1898£16 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Deliverables and Milestones Table 1 List of deliverables and milestones for each of the seven (7) main tasks Task Task 1 - Plan & Analyze Deliverables / Milestones + Project Kick Off • Project Plan + RFP Documentation • RFP Release • RFP Response Evaluation Templates • Evaluation Summary and Vendor Recommendation Presentation Task 2 - RFP Documentation Development Task 3 - RFP Process & Templates Task 4 - RFP Responses Evaluation Task 5 - Plan & Design for City Hall East Migration + Migration Plan • Overall testing complete • Cutover / Deployment / Rollback Plan • Hypercare Plan • Operational Readiness Review Meeting • Go/No-Go Meeting(s) • Go-LiveTask 6 - Execute City Hall East Migration Task 7 - Go-Live & Hypercare Secondary SCADA • Hypercare Exit Report Table 2 - List of deliverables and milestones for each of the three (3) (#2) optional tasks. Task Task 9 - Plan & Design for Spencer Migration Deliverables / Milestones e Migration Plan • Test Plan • Cutover / Deployment / Rollback Plan • Hypercare Plan • Operational Readiness Review Meeting • Go/No-Go Meeting(s) • Go-Live • Hypercare Exit Report Task 10 - Execute Spencer Migration Task 11 - Go-Live & Hypercare Primary SCADA 1898§17 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE<)51D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Key Personnai & Resumes John Leek ; OT/IT Enterprise Architect John is a part of the Technology Consulting group in 1898 & Co., part of Burns & McDonnell, with over 35 years of experience across all areas of information technology. As a Senior Enterprise Architect, John’s specialty is developing strategies, principles, and roadmaps in alignment with business objectives while recognizing the constraints of budgets and resources. John has proven the ability to deliver projects and program governance to achieve strategies, principles, measure results, and execute roadmaps in support of business objectives. John’s skills include solution design, architectural strategy, software design, deployment, project/program management, operational best practices guidance, leadership, and technical consultation. John brings workload migration and leaders:lip experience to the SCADA Migration projec£ . Visit my !- iiI itodIn profile Kapil Yadav Senior Solution Architect Kapil is a part of the Technology Consulting group at 1898 & Co., part of Burns & McDonnell, with almost 15 years of experience across multiple domains including AMI & Energy. Kapil brings expertise in AMI Head End System, Smart Meter Network, Energy Management Systems (EMS), MDMS (Meter Data Management System), CIS (Customer Information System), Billing Products, Field Work Order Management, OMS (Outage Management System), Geographical Information Systems (GIS), and familiarity and proficiency in leading SCADA, Data Operations, Consulting and managing utilities’ day to day operations. Development Expertise in C#, Cold Fusion framework (Java backend), ROBOT Framework, .Net framework, SQL query, performance & Programming, (Oracle, MSSQL, Postgres SQL, MYSQL) Web API, MVC, Angular. js, Python and Data Analysis, cloud computing & migrations, Service Oriented Architecture (SOA), design principles (SOLIDS), Scalable Applications. In the Last 10 Years he has been working to bring Operational Efficiency in Day-to-Day operations of Power Utility Companies through Customized solutions on Reporting, Automations and Middleware, helping customers in Data Bridging between Major products and Dev Ops Tools. Visit my ! inkedln profile. 18988 18 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Angela Sartin Technical Project Manager Angela is a Project Manager in 1898 & Co., part of Burns & McDonnell. She has assumed various roles throughout her career including Program Manager, Technical Engagement Lead, and Business System Analyst. Her background has allowed her to lead and manage .NET teams (including offshore), vendor/partner relationships and project requirements. She has experience facilitating migration projects. Angela is a Certified Change Management Professional that leads change in technology, process, and people. Angela is a strong facilitator that enjoys building relationships with the team to gain alignment and drive results. Visit my I ii ’ . ;.111 profile. Armando Ferreira Client Engagement Lead Armando is an accomplished strategy and technology consulting executive with more than 25 years of experience leading utility transformational efforts. As an engagement and delivery lead of complex programs, he drives changes in diverse areas including system planning, real-time operations, asset management, and operational and organizational change management. Visit my Linkedln profile. Robert Montgomery Enterprise Systems & Integration Robb is the director of systems integration with more than 27 years of experience across all areas of information technology. Proven ability to deliver results that balance business needs with technology standards utilizing industry-leading best practices. Robb has extensive experience in complex transformation program management and project delivery, utilizing an array of methodologies. He is proficient with planning and estimating programs, business case development, vendor management, contract negotiation, SLA management, outsourcing, and blending staffing to support business and technology needs. Robb has experience across the product development life cycle, focusing on client business and vendor partnerships, staffing/organization, continuous improvement, and large program scoping/planning to enable business growth, optimization, and efficiency. Visit my Llnkedln profile. 18984 19 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051DdIB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Schedule The proposed schedule is depicted in the Figure 1 below, which considers the following timeline estimates: • 8 months for the Plan & Analyze phase, creating and issuing the RFP documentation, selecting the vendor, and signing a contract for the migration. • 10 months for the Plan & Desing and actual migration of the Secondary SCADA from City Hall East to a new location. • 8.5 months for the Plan & Desing and actual migration of the Primary SCADA from Spencer to a new location . Figure 1 - Proposed Project Schedule F- a RFP, VennnHHm,HHGmUKt F= Phn &D•sqn, Ex•cutbnCtty HaII East [–- = Plane DuM,Ex+cuti$nSmce Fdr25 1 Mar.25 May.25 : Jun-25 1 Jub2S Aug.25 1 SeIhISa y.24 1 Jwb24 0 mbnth 8.5 months Considering these estimated timelines: • The duration of the overall project is approximately 19 months. • For the project to be completed by the end of DME’s Fiscal Year 2025, the Plan & Design phase for the migration of the Primary SCADA should start no later than mid-January of 2025. 18988 20 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Project Change Management Proeess 1898 & Co. shall inform DME of any pending or possible changes in the use or status of all 1898 & Co. Project personnel . Any changes to 1898 & Co. staff, including work assignments and participation level, shall be subject to DME approval. DME shall have the right to have any 1898 & Co. staff replaced or removed from the Project for cause. “Change Request” means a written instrument by which either Party may request a change or modification to the Work which shall detail the cost of the change and impact of the change on the total cost of the Work, the impact of the change on the SOW and the technical description or specification of the requested change Change Procedure. Either Party may request changes to the scope of the Work at any time. When a change could affect the cost, delivery schedule or other terms of the Contract, both DME and 1898 & Co. must approve the change before the change is implemented, by executing a Change Request. If either Party wishes to make a change, it shall notify the other Party of the requested change in writing, including sufficient details to enable the other Party to evaluate the change. Within a reasonable period of time, 1898 & Co. shall deliver a Change Request to DME. Upon acceptance and execution of the Change Request (now “Change Order” or “Amendment”) by DME, the Change Request shall be incorporated into the Work. Both Parties shall continue to proceed in accordance with the agreed upon terms and conditions then in effect while Change Requests are being reviewed and approved. 18984 21 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D=tB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Escalation Process Significant issues related to resource skills, availability, and quality, which cannot be resolved by the core team, will follow a specific escalation path. The process will be as follows: • • • Representatives at each stage should make good faith efforts to resolve any issue that is within their authority, within 10 business days. As soon as it is determined that a representative does not have the authority to resolve an issue, or there is an impasse at that stage, it should be immediately escalated within that representative’s organization . The escalation of the issue should include a summary of unresolved issues together with the recommendation of each of the DME and 1898 & Co. designed points of contact. When escalating an issue, both the 1898 & Co. and DME representatives listed in the respective stages below, should be included in the correspondence. DME requires that unresolved issues be discussed at the next stage within 5 days of being escalated. To that end, within 24 hours of an issue being escalated, a conference call will be set up between the representatives at the next stage. Ultimately, DME has full authority to arbitrate any Project related decision. However, DME will be responsible for paying for any additional fees and costs related to the decision. • • 18984 22 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051DJtB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Pricing 1898 & Co. will perform its Services on a time and materials basis. Based on the terms set forth in the SOW, 1898 & Co’s fees for its services will be Sl,339,998 plus expenses for $60,000, as detailed in Table 3 below. Invoices will be produced and submitted at the end of each calendar month when applicable. DME will reimburse 1898 & Co. for actual travel expenses as incurred. We will perform the work in accordance with the Schedule of Professional Services Billing Rates in Appendix A. Tabie 3 - Estimated Totai Fees and Expenses Milestone Plan & Analyze RFP Documentation Development RFP Process & Templates RFP Responses Evaluation Plan & Design for City Hall East Migration Execute City Hall East Migration Amount ( S) $153,680MWH Task 2 Task 3 Task 4 Task 5 Task 6 $100, 190 579,260 $1 10,700 $207,838 $142,448 Task 7 - Go-Live & Hypercare Secondary SCADA Task 8 - Continuous Support Task 9 - Plan & Design for Spencer Migration Task 10 - Execute Spencer Migration Task 11 - Go-Live & Hypercare Primary SCADA Project Leadership, QA & Oversight Total Fees $30, 700 $63,856 5145, 120 $ 142,448 $30, 700 $133,058 $1,339,998 Travel and Related Expenses Total Fees + Travel and Related Expenses $60, 000 $1 ,399,998 These are notes related to the pricing shown above: • Continuous support: the price shown corresponds to the minimum amount that DME will be charged for , which includes a total of 208 hours of support over a 52-week period (an average of 4 hours per week). DME and 1898 & Co. can agree to additional hours if needed. 1898£23 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D'+B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Table 4 - Estimated Fee and Expenses Breakdown by Project Phase (Group of Tasks) Phase / Group of Tasks Plan & Analyze; RFP; Ve@ elgc Gon Plan & Design; Execution City Hall East; Go-Live, Hypercare Plan & Design; Execution Spencer; Go-Live; Hypercare Continuous Support Totals Fees ( S) $483,998 $431 , 197 $360,947 $63,856 $1,339,998 Expenses (S) $36, 000 $12,000 $12,000 0 $60,000 Total (S) WB® $443, 197 $372,947 $63,856 $1 ,399,998 Table 5 below shows a breakdown of estimated hours and fees by proposed tasks and activities. Table 5 - Hours, Fees, and Expenses Breakdown by Proposed Tasks and Activities Tasks and Activitiei, task 1 : pM Arialyze Scope definition & description Hours Fees ($), MeW@) 220.00 85.00 70.00 55.00 60.00 490.00 $68,840.00 $26,420.00 $22, 140.00 $17,210. 00 $19,070.00 $153,680.00 $9,000.00 $0.00 $9,000.00 $0.00 $4, 500.00 $22, 500.00 Effort estimate and schedule definition Staff and support planning Schedule & timeline definition Project Plan Draft, Review, and Approval Totals Task 2 - RFP Documentation Development RFP Documentation Initial Draft RFP Documentation Discussion with DME RFP Documentation Final Draft RFP Documentation Review and Approval by DME Totals 170.00 80.00 50.00 20.00 320.00 $52,840.00 $25,860.00 $15,350.00 $6, 140.00 $ 1 00, 1 90.00 $9,000.00 $0.00 SO.oo $0.00 $9,000.00 Task 3 - RFP Process & Templates Evaluation Process Plan and Templates Initial Draft Evaluation Process Plan and Templates Discussion with DME Evaluation Process Plan and Templates Final Draft Evaluation Process Plan and Templates Review and Approval by DME Assist DME Procurement Answer Vendor Questions Totals 110.00 35.00 10.00 10.00 50.00 40.00 255.00 $34, 420.00 $11 ,070.00 $3,070.00 $3,070.00 $15,350.00 512,280.oo $79,260.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Task 4 - RFP Responses Evaluation Responses Consolidation & First Evaluation Follow Up Questions & Updates to Evaluation 70.00 $ 22,790.00 90.00 $ 27,630.00 $0.00 $0.00 18984 24 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner’s Engineer Tasks and Activities Evaluation Summary & Recommendati-on Documentation Documentation and Content Support to Contract Negotiation Totals Expenses (S)Fees ( S)Hours BMI $4, 500.00$38, 140.00 $0.00522, 140.oo70.00 350.oo S 110,700.oo $4, 500.00 Task 5 - Plan & Design for City Hall East Migration Develop Plan with Vendor Infrastructure Review and Analysis Review Network Services Selection and Migration Plan Risk Analysis and Mitigation Review 116.00 64.00 90.00 37.00 $36,912.00 Sl 9,648.oo $6,000.00 $0.00 $0.00 SO. 00 $0.00 $0.00 $0.00 $0.00 SO.oo SO.oo $6,000.00 $28,280.00 $11 ,6&4.00 $18,420.00 $17, 192.00 $18,564.00 $7, 368.00 $6, 140.00 $43,630.00 $207,838.00 Network Design Review Testing Planning Support to Vulnerability, Scan, and Penetration Testing Data Center Walkthrough / Process Review Infrastructure Procurement Review and Validate Plan Totals 60.00 56.00 52.00 24.00 20.00 140.00 659.00 Task 6 . Execute City Hall East Migration Monitor Network Provisioning Monitor Infrastructure Provisioning Monitor Data/VM Replication Review / Validate Cutover Plans Review / Validate Documentation is Complete Totals 110.00 90.00 120.00 100.00 44.00 464.00 $33,770.00 $27,630.00 $36,840.00 $30, 700.00 $13, 508.00 $ 142, 448.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Task 7 - Go-Live & Hypercare Secondary SCADA Go.Live & Hypercare Secondary SCADA Totals loo.oo S 30,700.oo 100.00 $30,700.00 $6,000.00 $6,000.00 Task 8 - Continuous Support Continuous Support - Minimum Hours Totals 208.oo S 63,856.oo 208.001 $63,856.oo $0.00 $0.00 Task 9 - Plan & Design for Spencer Migration Develop Plan with Vendor Infrastructure Review and Analysis Review Network Services Selection and Migration Plan Risk Analysis and Mitigation Review 84.oo S 26,828.oo 44.oo S13,508.oo 62.00 $19,424.00 18.00 $ 5,786.00 $6, 000.00 $0.00 $0.00 SO . oo 1898£25 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner’s Engineer Tasks and Activities Network Design Review ang Planning Suppor–t to Vulnerability, Scan, and Penetration Testing Vatkthrough / Process Review Infrastructure Procurement Review and Validate Plan Totals Hours 44.00 40.00 40.00 20,00 14.00 94.00 460.00 Fees ( S) Expenses ( S) $13, 508.06 $12,280.00 $14, 100.00 $6, 140.00 $4, 298.00 $29,248.00 $145, 120.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $6,000.00 Ma . Execute Spencer Migration Monitoi-Network Provisioning Aaaructure Provisioning Mi Data/VM Replication R8view / Validate Cutover Plans Review / Validate Documentation is Complete Totals 110.00 90.00 120.00 100.00 44.00 464.00 $33,770.00 $27,630.00 $36, 840.00 $30,700.00 $13, 508.00 $ 142,448.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Task 1 1 - Go-Live & Hypercare Primary SCADA mi–Fi;F;;;care Primary SCADA Totals loo.oo S 30,700.oo loo.oo1 S30,700.oo 56,000.oo $6,000.00 Project Leadership, M & Oversight Man and Proj ici dloseout Data Request / Organization Kickoff Meeting dM-Ms hroject Management, Quality Assurance Totals 1 8.00 28.00 28.00 330.00 404.00 $2,466.00 58,856.oo $9,116.00 $112,620.00 $133,058.00 $0.00 $0.00 $0.00 $0.00 $0.00 18986 26 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Approach to Project Execution 1898 & Co. has a proven track record of successful project delivery. A key factor in that success is our tested project framework, supported by active and detail-oriented project management leveraging Project Management Institute (PMI) standards, templates, and approaches. In addition to ensuring that objectives are met, our project management approach ensures active collaboration and engagement with our clients. There are several elements of our project management methodology that we believe are relevant to this effort and will help our team deliver results. • • • • • • • Detailed and Quantitative Projer . Management: Including principally the use of MS Project to rigorously manage and monitor the project schedule, resource assignments, and project milestones. Status Reporting Pro' f*ss: Leading recurring project update meetings, during which progress-to- date against the agreed project plan is discussed. We create a “no surprises” environment with our clients, founded on consistent communication throughout the course of any engagement. Project Management Struct Lil e: We clearly specify our project management structure for each assignment during Project Mobilization and kick-off, including principally accountability for day'to. day oversight of each assignment. Scope Chi,llge Management Process: Consistently assessing project needs and identifying, documenting, and escalating changes in scope to the project leadership. Issue Resolution Process: A Project Issues and Decision-Tracking Tool that will enable our team to log, prioritize, and resolve delivery challenges in a timely manner. Cost Management: Active monitoring of tfmecards (completed weekly and aggregated at the project level), enabling 1898 & Co. project leadership to immediately identify and resolve issues. Quality of Deliverabtes: A stage gate quality management program to ensure proactive monitoring of progress versus agreed quality criteria, assignment timelines and deliverables. 18986 27 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D=IB6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Project Governance 1898 & Co. proposes the team and organization to fulfil the Owner’s Engineer role depicted in Figure 2. Figure 2 - Proposed Team and Staff for the Owner’s Engineer Role Robb Montgomery Project Manager Armando Ferreira Execution Oversight KapiIYadav Coordinator a Technical Lead John Leek SMA IT Migration In addition, DME has proposed their own governance structure for the project, with the roles indicated in Table 6 below. This structure, with the defined roles, responsibilities, and process will facilitate stakeholder engagement and evaluation of key decisions throughout the Project. 1898 & Co. will work closely with DME to leverage this governance model for the success of the project. Table 6 - Proposed Project Roles for the DME Team Project Role Project Own Jr Responsibilities Assist the pr@Me erin provldIMr tHe MMmfZ©rmance ofM activities; act as “champion” for the project in partnership with project sponsor Project Sponsor Ensure that the project aligns with goals, strategy, and objectives; help manage risks and challenges while ensuring project quality. Provide additional resources as needed Project Manager Coordinate project and schedules, maintain compliance with regulations and budget, support and communicate with stakeholders, and assist in the completion of all phases of the project. Serve as the main point of contact between the vendor and project role members Administrate all contracts; Serve as purchasing liaison SCADA SME - GMS Provide SME knowledge of DME SCADA network from GMS perspective; assist in implementation and the completion of goals and tasks as needed SCADA SME - T&D Provide SME knowledge of DME SCADA network from TaD perspective; assist in implementation and the completion of goals and tasks as needed 18986 28 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Proiect Role ResDonsibilities End User : GMS Support the SCADA SME and vendor in implementation and troubleshooting as needed. Assist in the completion of goals and tasks from an end user GMS-specific perspectIve. Support the SCADA SME and vendor in implementation and troubleshooting as needed. Assist in the completion of goals and tasks from an end user T&D-specific perspective. Pri;id liME knowledge of DME SCADA network and its existing and future configuration. Assist in implementation and the completion of goals and tasks as needed . End User - T&D Network SME ICON Ring SME Provide SME knowledge of the ICON Ring in relation to DME SCADA and fiber communications. Assist in implementation and the completion of goals and tasks as needed . Network Support iupport the project role members in implementation and the completion of goals and tasks as needed. Serve as the point of contact for Tech Services and provide documentation throughout all phases of project including post-implementation. Provide ongoing support during and after implementation. Assist in the completion of goals and tasks as needed . Network Engineer Other roles that 1898 & Co. proposes for the DME team are listed in Table 6 below. Table 6 - Additionai Roles Proposed for the DME Team ResponsibilitiesProject Role [@§MiMMM complete Car tM lth 3d partiesProcurement RFP Stakeholders [Vendor facing team to evaluate and score responses 1898£29 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Terms & Conditialls DME Representative Name / Title: Christa Christian, Procurement Email: drrisLa.christian@cityofdenton . com Responsibility: DME representative 1898 & Co. Eiepresentative Name / Title: Chris Underwood Email: chris.underwoodc 1:„98andco.com Phone: 1 (816) 822-4313 Responsibility: VP - 1898 & Co IN WITNESS WHEREOF, the Parties have executed this statement of work through their duly authorized representatives effective as of the Effective Date first set forth above. Denton Municipal Electric By: Name: Title: Date: Burns & McDonnell Engineering Inc d/b/a 1898 & Co. Engineering Co, Inc. By: Name:Chris Underwood Title: Date: Vice President & General Manager November 14, 2023 1898§30 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC85 DME SCADA Migration Owner's Engineer Appendix A. 1898 & Co. SchedtJ Ie of Professional Services Billing Rates Position Classification Project Support Analyst Lead Analyst Consultant Manager/Senior Consultant Hourly Billing Rats, $137.00 $21 7.00 $234.00 $289.00 $307.00 Director / Senior Manager3 $372.00 $390.00 $427.00 Managing Director Principal Consultant NOTES: 1. 2. 3. 4. 5. 6. 7. 8. Position classifications listed above refer to the firm's internal title system or project role. Project Support includes Technical Writer, Research Assistant, or similar roles defined for the scope of work. Manager includes Project Manager, Section Manager, Product Manager, Research Manager, and any other manager title. For any nonexempt personnel in positions marked with an asterisk (’), overtime will be billed at 1 . 5 times the hourly labor billing rates shown. Project time spent by corporate officers will be billed at the Managing Director rate. For outside expenses incurred by Burns & McDonnell, such as authorized travel and subsistence, and for services rendered by others such as subcontractors, the client shall pay the cost to Burns & McDonnell plus 10%. Monthly invoices will be submitted for payment covering services and expenses during the preceding month. Invoices are due upon receipt. A late payment charge of 1 . 5% per month may be added to all amounts not paid within 30 days of the invoice date. 9. The services of contract/agency and/or any personnel of a Burns & McDonnell parent, subsidiary or affiliate shall be billed to the Owner according to the rate sheet as if such personnel is a direct employee of Burns & McDonnell. 10. The rates shown above are effective for services through December 31, 2024, and are subject to revision thereafter. 18986 31 Denton Municipal Electric (DME) DocuSign Envelope ID: 983D87CE-051 D4B6A-B6F4-15F4B6FIBC85 PART OF BURNSi}\M£DONNELL 1898andco.com EB- ++ a 1 g 1 + B I I DocuSign Envelope ID: 983D87CE-051D4B6A-B6F4-15F4B6FIBC8gORM - CIQ m QUESTIONNAIRE - For vendor or other Derson doing business with local governmental entit This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code. Ordinance 18-757. By law this questionnaire mUSt be filed with the records administrator of the local government entity not later than the 7th business day after thI date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. misdemeanor. r M An offense under this section is a BURNS & MCDONNELL ENGINEERING COMPANY,INC . 2 a Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local go„ernment officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1 (1 -a), Local Government Code Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? = *”n ~. B Is the vendor receiving or likely to receive taxable income, other than Investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?n ,”D .“ C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E ,„,D ~. D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. 'DocuSigned by: aAs bhflxw®lmrMWling business with the governmental entity 3/1/2024 Date DocuSign Envelope ID: 983D87CE-051 D4B6A-B6F4-15F4B6FIBC85 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.a.us/ Docs/LG/htm/LG 176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) thevendor (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vaxk)c (B) has given to the localgovemmentoBicer ora family member ofthe officer one or more gifts that have an aggregatevalueofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe omcu, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) TIle completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government oaicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a farnily member related to a City Oflicial within the third 3d degree of affinity {marriage) or consanguinity {blood or adoption) City Official: for puQose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation, This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. crm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 DocuSign Certificate Of Completion Envelope Id: 983D87CE051 D4B6AB6F41 5F4B6FIBC85 Subject: Please DocuSign: City Council Contract 7804-013DME SCADA Network Redesign Status: Completed Source Envelope: Document Pages: 56 Certificate Pages: 7 Signatures: 6 Envelope Originator: Christa Christian 901B Texas Street Denton, TX 76209 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Initials: 1 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/28/2024 3:40:32 PM Holder: Christa Christian Christa .Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa .christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 2/28/2024 3:52:07 PM Viewed : 2/28/2024 3:52:18 PM Signed: 2/28/2024 3:52:34 PM Completed Using IP Address: 198.49.140.10 Christa Christian christa .christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 2/28/2024 4:41 :48 PM Viewed: 2/28/2024 4:42:02 PM Signed: 2/28/2024 4:42:04 PM Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 2/28/2024 3:52:37 PM Resent: 2/28/2024 4:42:08 PM Viewed: 2/28/2024 4:31 :14 PM Signed: 2/29/2024 7:59:30 AMSignature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 2/29/2024 7:59:34 AM Viewed: 2/29/2024 5:16:23 PM Signed: 2/29/2024 5:19:42 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Chris Underwood chris.underwood@1898andco.com Vice President Security Level: Email, Account Authentication (None) Signature 'Doeu81etnd bF I aHS UhA#ww£ .063EE78795AE44A. Timestamp Sent: 3/1/2024 6:42:52 AM Viewed: 3/1/2024 7:13:42 AM Signed: 3/1/2024 10:42:32 AM Signature Adoption: Pre-selected Style Using IP Address: 141.193.16.150 Electronic Record and Signature Disclosure: Accepted : 3/1/2024 7:13:42 AM ID: cd89905c-13e8445e-99f6-742fOffd681 9 Antonio Puente, Jr. Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Sent: 3/1/2024 10:42:37 AM Viewed: 3/1/2024 3:02:06 PM Signed: 3/1/2024 3:02:25 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 3/1/2024 3:02:06 PM ID: bOa80009-a76e4fd74b65457ee941 6e07 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 3/1/2024 3:02:29 PM Resent: 4/2/2024 9:31 :57 AM Viewed: 4/1 7/2024 9:05:13 AM Signed: 4/17/2024 9:06:01 AMUsing IP Address: 198.49.140.10 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 4/1 7/2024 9:06:05 AM Viewed: 4/1 7/2024 9:06:31 AM Signed: 4/1 7/2024 9:06:49 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 4/17/2024 9:06:53 AM Viewed: 4/17/2024 9:07:41 AM Signed: 4/1 7/2024 9:07:52 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) ' Dq>euSton•d by: I daxyuh:\Wtb .D09D09GAD33D487. Sent: 4/17/2024 9:07:58 AM Viewed: 4/1 7/2024 3:46:56 PM Signed: 4/1 8/2024 8:32:12 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 2/28/2024 3:52:37 PM Robb Montgomery robb.montgomery@1898andco.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/7/2022 9:49:52 AM ID: 2f536dcb-77b82te6f-b64e-23o45613f34c Sent: 3/1/2024 6:42:56 AM Viewed: 3/1/2024 7:17:07 AM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 4/2/2024 9:31 :56 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 4/18/2024 8:32:17 AM Viewed: 4/18/2024 4:37:55 PM Cameron Molsbee cameron.molsbee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 1/1 2/2024 2:05:56 PM ID: 3a270d97-be48486c-9c6a<i69d39365205 Sent: 4/1 8/2024 8:32:18 AM Viewed: 4/18/2024 1 1 :23:24 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Envelope Updated Envelope Updated Status Timestamps 2/28/2024 3:52:07 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Envelope Summary Events Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 2/28/2024 4:41 :47 PM 4/2/2024 9:31 :55 AM 4/2/2024 9:31:55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/2/2024 9:31 :55 AM 4/9/2024 1 1:34:42 AM 4/9/2024 11 :34:42 AM 4/1 7/2024 3:46:56 PM 4/1 8/2024 8:32:12 AM 4/1 8/2024 8:32:18 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and SIgnature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Chris Underwood, Antonio Puente, Jr., Robb Montgomery, Cameron Molsbee ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree’ button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent’ form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems Browsers (for SENDERS Browsers (for SIGNERS) r lternet Explorer 6.0? or above mlet Explorer 6.0?, Mozilla FireFox 1.0 NetSca1 7.2 (or above c 800 x 600 minimum Email Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via roxy connection ## These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confIrm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the ’I Agree’ box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.