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Amendment 1FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND PWR SOLUTIONS. INC. (Contract No. 5148) The City of Denton ("City") and PWR Solutions, Inc. ("PWR') are parties to a Professional Services Agreement ("PSA") approved by the City's Council on February 5, 2013 (Ordinance No. 2013-023; Contract No. 5148). Under the PSA, PWR (now GL PwrSolutions, hic.) is assisting the City with ongoing electric transmission planning efforts. An amendment to the PSA is necessary for the completion of additional full interconnection studies for the Denton Energy Center project that will connecting to the 138kV Jim Christal Substation and additional services required for electric transmission system planning and regulatory compliance. Therefore, the parties mutually agree to amend the terms of the PSA related to the Project as follows: Article I - Increase of Compensation Amount The amount to be paid for professional services in this fust amendment is not -to - exceed $956,969.10. This is the aggregate of the PSA price of not -to -exceed $857,469.06 plus the additional amount of $99,500.00 for a total of $956,969.10. Article II — Effect of First Amendment City and PWR agree that all of the terms, covenants, conditions, agreements, rights responsibilities and obligations of the parties set forth in the PSA will remain in full force and effect except as specifically modified by this first amendment. Article III — Additional Services City and PWR agree that the document attached as Exhibit "A" and entitled "Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric (DME) and PWR Solutions" accurately sets forth the additional services to be provided by PWR under this first amendment. Article IV — Effective Date The effective date of this first amendment shall be the date the City executed the Zp-n-o al IN WITNESS WHEREOF, the City and PWR, have each executed this First Amendment to Professional Services Agreement Between the City of Denton, Texas, and GL PwrSolutions, Inc. on the dates indicated below. Contract No. 5148 — First Amendment Page 1 of 2 "CITY" CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation By: I HOWARD MARTIN INTERIM CITY MANAGER Signed on the qAl of November, 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPR D A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 90MIM GL PwrSolutions, Inc., a Texas corporation By: d Z,� — Siknae 11 ��;1 I�IiI� . Title Signed on the h1 of November, 2016. ATTEST: By: WIINI N HERODR Notafy Public, State of Texas Contract No. 5148 — First Amendment Page 2 of 2 EXHIBIT "A" A Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric (DME) & GL PWR Solutions Inc. Prepared by GL PWR Solutions Inc. — A DNV GL Group Company October 4, 2016 Copyright © 2014, DNV GL Group This document and the information contained herein, is the exclusive, confidential and proprietary property of the DNV GL Group and is protected under the trade secret and copyright laws of the United States and other international laws, treaties and conventions. No part of this work may be disclosed to any third parry or used, reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, without first receiving the express written permission of the DNV GL Group. Except as otherwise noted, all trademarks appearing herein are proprietary to the DNV GL Group. e ea wl \ LVAff TABLE OF CONTENTS 1. Objective................................................................................................................................... 2 2. Safety and Performance........................................................................................................... 4 3. Legal actions............................................................................................................................. 5 4. Bidder subcontractor list.......................................................................................................... 6 5. Proposed Scope of 7 6. Deliverables............................................................................................................................13 7. Cost Proposal......................................................................................................................... 14 8. Proposed Engagement............................................................................................................15 9. Contractual Engagement of DNV GL....................................................................................... 1 DNV GL Group 1 October 04, 2016 ONV•GL i. Objective Denton Municipal Electric ("DME") has requested that GL PWR Solutions Inc. — a member of the DNVGL group ("GL PWR Solutions Inc.") present a proposal to extend the current contract to accommodate the ongoing transmission planning efforts until a new contract is put in place to continue the transmission services for the next three (3) years or more. The funds will particularly be used towards the Full Interconnection studies (FIS) for the proposed Denton Energy Center project (that will be connecting to the 138kV Jim Christal substation) and other miscellaneous service required for planning and compliance purposes. The task associate with the FIS for the proposed Denton Energy Center project includes the following: • Steady State Study • Short -Circuit Study • Stability Study • Facilities Study The Scope of Work for the FIS study detailing the procedure for each of the individual task above is provided in Appendix A below. GL PWR Solutions Inc. is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for its continuous trust in GL PWR Solutions Inc. abilities to provide exceptional transmission service to meet DME's needs. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni +1 (214) 678-1197 mandhirsahniPdnvlg com DNV GL Group 2 October 04, 2016 DNV•GL GL PWR SOLUTIONS INC. TEAM ORG CHART AMON MOxICIPAL ELECTRIC fbesgtring temorro,Gs commwiay tnday^ DNV GL Group 3 October 04, 2016 ■ 2. Safety and Performance DNV GL has a dedicated Human Resources Department, an established Code of Conduct, a Visions and Values Statement, and procedures for reporting any incidents or concerns, which all demonstrate the company's commitment to ensure that HE&S policies are sustained and incorporated into daily behavior. Maintaining an incident free and injury free work environment is a top priority for DNV GL. DNV GL Group 4 October 04, 2016 ONV•GL 3. Legal actions During the past 5 years, no legal actions (regulatory, contract, and performance) have been pursued or settled against GL PWR Solutions Inc. or any of its direct affiliates. During the last 5 years, no litigation or arbitration against GL PVR Solutions Inc. has occurred in which it was alleged that GL PWR Solutions Inc. failed to perform under a contract, breached a contract, and/or performed work negligently. DNV GL Group 5 October 04, 2016 4. Bidder subcontractor list None DNV GL Group 6 October 04, 2016 5. Proposed Scope of Work The Studies will be conducted in accordance with the ERCOT Planning Guide Section 5: Generation Resource Interconnection or Change Request, dated January 1st, 2016, and will consist of a Steady -State (load flow) Study, a Short -Circuit Study, a Stability Study and a Facility Study. The Customer recognizes that a number of assumptions are being made in conjunction with the Studies and that actual transmission modifications needed may be significantly different from the conclusions reached in the Studies. PROCEDURE Steady -State Study: The Steady -State Study is performed to identify the increased level of stress on the transmission system as a result of the proposed generation addition, if any. Transmission system thermal over- loads and system voltages will be assessed under normal operating and NERC Category P1— P7 contingency conditions for the transmission facilities rated 69 kV and above. The Steady -State Study will be performed as follows: The most current Approved ERCOT Steady State Working Group (SSWG) Base Cases available at the time of the study will be modified to create the study cases to be used to conduct this study. The study will also include the impact of planned (public) generation additions in the vicinity of the study region (that meet Section 6.9 requirements of the ERCOT Planning Guide) that may not have been included in the ERCOT load flow case. ERCOT may further direct that resources proposed in other prior Generation Interconnection Requests be included in the study base cases as it deems appropriate. The modifications would include any updates posted on the ERCOT site that may materially impact the study. Summer ratings of transmission facilities will be used as appropriate. • The latest transmission plans from ERCOT transmission service providers that are expected to have a material impact on the study will be reflected in the study cases. Transmission lines for which there is no commitment to build will be excluded from the study cases. • Generation resources will be reflected in this study in accordance with ERCOT approved procedures and as described in this Agreement. • A benchmark case for both the base and high wind case will be created, barring the addition of the proposed project. • For the base case, existing Wind Generation Resources (WGRs) and fossil generation units will be dispatched consistent with the SSWG summer peak dispatch. Any fossil generation units in DNV GL Group 7 October 04, 2016 NJ 0 munci the vicinity of the study region will be dispatched to full output. Any additional WGRs in the vicinity of the study region will be incrementally modeled and dispatched at 15% while fossil generation will be incrementally modeled and dispatched at loo%, if any. The status of the Spencer generation units will be monitored in specific. If the Spencer generation units are off- line in the load flow models received from ERCOT, they would be turned on in case of reliability issues being observed in the study region to assess their ability to mitigate the issue. • The proposed Green Valley generation project (112.5 MW) will also be modeled at full output for the assessment. • For the high wind case, incremental WGR additions in the study region will be dispatched at 9o% while fossil generation will be incrementally modeled and dispatched at loo%, if any. • ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation and load balance in the above benchmark cases. The re -dispatch process associated with obtaining the high wind case is done in accordance with the SSWG procedures. • Study cases will be created by adding the proposed Plant to the benchmark cases. ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation and load balance. • Upon request, DME will provide Customer with a description of relevant changes made to the ERCOT base cases to obtain the benchmark cases and a PTI RAWD file of the benchmark cases for both the base and the high wind study cases. • The proposed Denton Energy Center project will be connected to DME's ("Transmission Service Provider") 138 kV Jim Christal substation in Denton County, in the study cases. The study report will include a conceptual one -line diagram of the facilities required to interconnect the proposed Denton Energy Center project. • The Steady -State Study will identify the contingencies of concern and will include a general description of facilities required to mitigate those contingencies for the transmission system elements rated 69 kV and above only that are related to the installation of the Plant. • The Steady -State Study would utilize specific thermal overload and voltage violation criterion to identify any transmission system concerns arising under normal operating and/or contingency conditions due to the addition of the proposed Plant. Normal and emergency thermal ratings of transmission system elements would be utilized to assess transmission system overloads, as applicable. Both voltage magnitude and voltage drop (pre and post -contingency) criterion would be utilized to assess the impact of proposed Plant on the steady state voltage security of the transmission system. Completion of Steady -State Study: The Steady -State Study is estimated to be completed and a preliminary report issued within ninety (9o) calendar days after this Agreement is executed, payment is received, and all required data for the Plant is provided, however, such time may vary depending upon the volume of other required DNV GL Group 8 October 04, 2016 transmission system work activity. This time estimate is exclusive of any delays in obtaining any additional data that may be needed. Short -Circuit Study: The Short -Circuit Study is performed to identify the increased level of fault duty as a result of the proposed generation addition. Fault currents will be calculated for three-phase and single line -to - ground faults for the transmission facilities rated 69 kV and above. The Short -Circuit Study will be performed as follows: • The relevant future year System Protection Working Group ("SPWG") base case will be modified to reflect the addition of the proposed Denton Energy Center project and associated transmission additions, if any. Committed transmission additions in the vicinity of the study region would also be utilized to create the base case for this study. DME will define the study scope in terms of which buses will be impacted and monitored for short circuit fault currents. • The network topology utilized for this study will be consistent with that utilized in the Steady - State Study. • Fault currents will be calculated for 3 -Phase and single -line -to -ground faults for facilities up to three (3) buses away from the proposed Point of Interconnection ("POI") unless otherwise agreed upon during the generation interconnect meeting. • A listing of buses where the fault current increases by more than 3% as a result of the proposed Denton Energy Center project interconnection will be provided. • The study is intended to only address and identify the circuit breakers and transmission buses over-dutied as a result of the addition of the proposed Denton Energy Center project and associated transmission facilities. The impact the facility may have on protective relay or grounding systems would not be addressed as part of this study. Completion of Short -Circuit Study: The Short -Circuit Study is estimated to be completed and a preliminary report issued within thirty (30) calendar days following the completion of the Steady -State Study; however, such time may vary depending upon the volume of other required transmission system work activity. This time is exclusive of delays in obtaining any additional data that may be needed. Stability Study: The Stability Study is performed to assess transient stability of the proposed generation and to identify impact of the proposed generation addition on transient stability of near -by transmission and generation facilities, if any. The ability of the proposed Plant and select near -by DNV GL Group 9 October 04, 2016 ONV•GL generation/transmission facilities to maintain transient stability in the wake of a dynamic event or disturbance will also be assessed. Transient Stability will be assessed primarily through voltage and angular stability criteria for synchronous machines; and voltage and electric power output for Plant. The ability of a generation resource to remain in service during all transmission faults resulting in zero per unit voltage at POI for duration of no more than 9 cycles (o.15 secs) would be assessed as part of the stability study. The Stability Study will be performed as follows: To conduct the Stability Study, the Customer shall provide certain dynamic data/models relevant to the specific Plant facilities. The data will be reviewed and assimilated into the relevant year ERCOT dynamic database. This data is essential for proper modeling of the Plant. DME will use the most current Approved ERCOT Dynamics Working Group ("DWG") dynamic dataset, modified to include any area transmission upgrades represented in the Steady -State Study. These upgrades will also include the transmission improvements necessary to facilitate the interconnection of the generator to the existing transmission system. The stated generation to be studied will be added to the load flow case. Stability models of the proposed generation and any other future generation that is located near the proposed Denton Energy Center project that meets Section 6.9 requirements of the ERCOT Planning Guide and/or as agreed upon will be added to the DWG load -flow case and dynamic database. Further adjustments, if necessary, will be made by proportionally scaling ERCOT load or generation as appropriate. The Plant as well as existing generating units in the area will be modeled at or near full net output. Selected contingencies outlined in the ERCOT Planning Criteria will be analyzed to 1) evaluate the ability of the Plant to maintain stability or remain connected to the system and 2) evaluate the effect of the Plant on the ability of existing generation to maintain stability or remain connected to the system. Disturbances simulated in the Stability Study will include existing facilities owned by others as well as the DME transmission system. These other facilities will be included in the study based on input from the transmission owners and invitees to the Study Group. All system elements will be assumed in service prior to the contingency. If simulation results in a unit or Plant tripping due to its protection system actuation, the contingency will be noted in the report. Where instability is observed, additional facility requirements will be identified and tested. Special protection systems may be identified and proposed as an alternative to line or other equipment additions if feasible. Disturbances shall be studied in the form of normally cleared 3 -Phase faults, normally cleared N -r -i dynamic events and delayed clearing Single -Line to Ground faults for near -by locations with respect to the proposed generation interconnection. The dynamic events simulated as part of the transient stability study will be in line with the NERC TPL-ool-4 Po -P7 events. Transient stability impacts as a result of the addition of the proposed generation will be studied. Plots for the voltage and selected electric variables for each disturbance studied will be provided along with the report to furnish proof of stability or instability. DNV GL Group 10 October 04, 2016 I • In addition to the above, a Critical Clearing Time (CCT) assessment will be performed with respect to the proposed generation facility and the impact of the CCT on the transient rotor angle stability of the near -by facilities and transmission system will also be evaluated. • The Plant will be studied as requested for a 112.5 MW facility, or at full net output as otherwise indicated by the stability data submittal. If major system upgrades are proven necessary to eliminate stability concerns, total power output will be reduced or units will be incrementally removed to determine the maximum Plant capacity that can be accommodated without such upgrades. The Stability Study will identify any changes to the Plant requirements previously identified in the Steady -State Study. The report will describe the study assumptions, contingencies simulated, and the results of each simulation. Plots of the relevant machine parameters (electrical power output, machine terminal voltage and machine rotor angle) in relation to a system reference will be provided to verify the stability or instability of each of the Plant units for each simulation. Plots of other units in the area will be provided to verify stability or instability caused by the addition of the Plant. The stability assessment for the Plant shall be carried out as per the data specified by the Customer. The Customer would be responsible for providing the dynamic models (dyre file containing the dynamic data of the unit and inverter, and the corresponding library/object file) for the said inverter in PSS/E Version 33. Furthermore, the Customer would also be responsible for providing details associated with the reactive control envisioned to be incorporated at the facility. Completion of Stability Study: The Stability Study is estimated to be completed and a preliminary report issued within ninety (go) calendar days following completion of the Steady -State Study, however, such time may vary depending upon the volume of other required transmission system work activity. This time is exclusive of delays in obtaining any additional data that may be required. Facilities Study: The Facilities Study will be performed as follows: The Facilities Study will provide a description of the proposed interconnection facilities, including cost estimates, one -line diagram, and estimated time to complete the construction of such facilities. The Facilities Study will be based upon 1) applicable results of the Steady -State Study, Short -Circuit Study, and Stability Study reports prepared by Transmission Service Provider pursuant to this Agreement and 2) additional assumptions to be mutually agreed upon by Customer and Transmission Service Provider. DNV GL Group 11 October 04, 2016 ONV•GL The scope of the Facilities Study will be limited to the facilities required to interconnect Customer's Plant to Transmission Service Provider's transmission system in accordance with Public Utility Commission of Texas ("PUCT") Substantive Rule 25.195• Completion of Facilities Study: The Facilities Study is estimated to be completed within ninety (go) calendar days after the Steady - State Study, Short -Circuit Study, and Stability Study are completed, however, such time may vary depending upon the volume of other required transmission system work activity. DNV GL Group 12 October 04, 2016 \ •\\. <?"t»•�+w\:..*\r,.,��a�b\"T: \\a.. ��`\\�\,\�4�£.��au'?a'°ya��.\i��e^\\��n\ \a\\0-��\\o\ \\�*4'�\�'w x\ "�,x..: i \\ q ay. 5w 6. Deliverables The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Comprehensive report outlining incremental transmission performance criteria violation associated with the addition of the proposed project if any under steady state, short circuit and stability analysis Provide description of the proposed interconnection facilities, including cost estimates, one -line diagram and estimated time to complete the construction of such facilities Completion of any miscellaneous transmission services requested by DME DNV GL Group 13 October 04, 2016 ONV•GL 7. Cost Proposal GL PWR Solutions Inc., based on its prior experience of performing such planning assessments, covenants the engagement strictly as described in the previous section not to exceed the amount indicated below: • Full Interconnection Study (DEC) - $99,500 Some important comments with respect to the not -to -exceed budgetary estimate provided above are as follows: Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus o% Any additional services rendered to the Client would be billed on a time and material basis, exclusive of tax, at the following hourly rates: GL PWR Solutions Inc. Rate Schedule Project Manager........................................................... $222.00 Lead Engineer............................................................... $191.00 Senior Engineer............................................................. $175.00 Engineer........................................................................ $155.00 Project Administrator..................................................... $87.00 DNV GL Group 14 October 04, 2016 y � ■ 8. Proposed Engagement Acceptance Should the Client desire to accept this Proposal, please contact Mandhir Sahni for preparation of the Purchase Order, including finalization of the scope of work, schedule of work, cost basis, Special Conditions referenced in this Proposal, and the Master Professional Services Agreement. DNV GL Group 15 October 04, 2016 9. Contractual Engagement of DNV GL In executing the Agreement, it is important to provide DNV GL with the complete contact information of the parry to be invoiced and to receive any formal notices, as well as a Client order reference number (if applicable). This Proposal shall be governed by the terms of the Professional Services Agreement dated February 5, 2013 between GL PWR Solutions Inc., and City of Denton, Texas. AUTHORIZED BY CLIENT ACCEPTE GLP SOLUTIONS INC. By:I�Mkqt:— By: Titl .a AM I A A. Title: I . Date: �� a Date: SAFER, SMARTER, GREENER THIS IS DNV GL Driven by our purpose of safeguarding life, property and the environment, DNV GL enables organizations to advance the safety and sustainability of their business. We provide classification and technical assurance along with software and independent expert advisory services to the maritime, oil & gas and energy industries. We also provide certification services to customers across a wide range of industries. Combining leading technical and operational expertise, risk methodology and in- depth industry knowledge, we empower our customers' decisions and actions with trust and confidence. As a company, we continuously invest in research and collaborative innovation to provide customers and society with operational and technological foresight. With our origins stretching back to 1864, our reach today is global. Operating in more than 100 countries, our 16,000 professionals are dedicated to helping customers make the world safer, smarter and greener. In the Energy industry DNV GL delivers world-renowned testing and advisory services to the energy value chain including renewables and energy efficiency. Our expertise spans onshore and offshore wind power, solar, conventional generation, transmission and distribution, smart grids, and sustainable energy use, as well as energy markets and regulations. Our 3,000 energy experts support clients around the globe in delivering a safe, reliable, efficient, and sustainable energy supply. For more information on DNV GL, visit www.dnvgl.com.