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The City Council ofthe City ofDenton, Texas, hereby expressly delegates the authority to expend funds and to take any actians that may be required or permitted to be perfarmed by the City of Denton, Texas, under File 5148, to the City Manager of the City ofDenton, Texas, or his designee. SECTION 3. The recitations and statements cantained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. S„ECTION 4, This ordinance shall become effective irnrnediately upon its passage and approval. ATTEST: JENNIFER WALTERS, CITY SECRETARY B/ t' f r } ,!` ' J ' J ' , : r.? d_ ,+ V,w '"_,m':.# ? t"''":..= t,s , R ..... I I R L. • R' ss C „„w '. By; ;' ,» r '" .-. " r" 1Y , ,- r n w._ . ,t` -^. ` y K day of '' , 2017. 1 i ggg f d P r ( 5' i W f ' 4 G 4 CHRIS WATTS, MAYOR DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 THE STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND GL POWER SOLUTIONS, INC. CONTRACT #51481 THIS SECOND AMENDMENT TO CONTRACT. .(hereafter the "Second Amendment") to that certain Contract by and between the City of Denton, Texas and GL Power Solutions, INC. (hereafter the "Agreement") in the original Professional Services Agreement, which were heretofore executed on 5" of February, 2013, and was approved by the Denton City Council and subsequently executed by the Denton City Manager or his duly authorized designee; and said Agreements were heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of GL Power Solutions, INC. (hereafter "CONSULTANT") with its offices at 2777 North Stemmons Freeway, Suite 1520, Dallas, Texas 75207; and The initial agreement for the Services — (Contract 5148 - Exhibit A), was approved on February 5, 2013, in the not -to -exceed amount of $857,469.06. The original Agreement provided for CONSULTANT'S services related to the Denton Municipal Electric (DME) Project that includes, without limitation, Transmission Planning & NERC TP Compliance Services assisting in bringing compliance to regulations affecting the City's Electric Utility Denton Municipal Electric. Specific tasks with the original contract were identified in the contract as (1) Annual Planning/FERC 715 Filing Study, (2) Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval, (3) ERCOT Steady State Working Group Data Modeling & Submissions, (4) ERCOT System Protection Working Group Data Modeling & Submissions, (5) ERCOT Dynamics Working Group Data Modeling & Submission, (6) ERCOT Contingency/Data Dictionary Updates, (7) Technical Support on TP NERC Compliance and FERC 715 Filing. The CITY and CONSULTANT further specified and agreed within the original contract, that additional services may be necessary to complete the project, and identified those services within Article III — Additional Services. The FIRST AMENDMENT TO CONTRACT (Exhibit B) was approved on November 1, 2016 for an additional amount of $99,500 under the delegated authority of the Denton City Manager. Once new annual requirement was added to the original services agreement: preparation and maintenance of a Geomagnetic Disturbance Model. Additionally, with the addition of the Denton Energy Center, the -City (Denton Municipal Electric) must prepare a Facilities Interconnection Study for submission to ERCOT. The FIRST AMENDMENT increased the total not -to -exceed contract value to $956,969.06. NOW ' THEREFORE, the CITY and. the CONSULTANT (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 First Amendment, which amends the following terms and conditions of the said Agreements, to wit: The provisions of the said Agreements are hereby amended to add the additional Agreements as follows, to wit: The SECOND AMENDMENT TO CONTRACT (Exhibit C) seeks approval authority from the Denton governing body, to extend the Original Agreement for an additional three (3) year period, where the following services will be performed: (1) Annual Planning/FERC 715 Filing Study, (2) Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval, (3) ERCOT Steady State Working Group Data Modeling & Submissions, (4) ERCOT System Protection Working Group Data Modeling & Submissions, (5) ERCOT Dynamics Working Group Data Modeling & Submission, (6) ERGOT Contingency/Data Dictionary Updates, (7) Technical Support on TP NERC Compliance and FERC 715 Filing, (8) GMD Model development & validation, 9) Full Interconnection Study — Denton Energy Center. The three (3) year agreement, upon approval, will add an additional amount of $1,012,440.08. The total not -to -exceed contract amount will be revised to $1,969,409.14. Original Agreement $ 857,469.06 1" Amendment $ 99,500.00 2"d Amendment $1,012,440.08 Total Not -to -Exceed $1,969,409.14 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreements and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and GL Power Solutions, INC, have each executed this Second Amendment y and through their respective duly authorized representatives and officers on this the day of February 2017_ CONSULTANT" GL POWER SOLUTIONS, INC DocuSigned by: By: — MANDHIR SARM, PhD CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: By: HOWARD MARTIN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY DocuSigned by: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: DDocuSigned by: 66L 1 o - DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT A DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the 45? day of 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with is principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereafter called "OWNER"); and PWR Solutions, Inc., with its corporate office at 2777 North Stemmons Freeway, Suite 1520, Dallas Texas (hereafter called "CONSULTANT"); acting herein, by and through their respective duly authorized officers and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project (hereafter the "Project"): The Project shall include, without limitation the following services: 1. Annual Planning/FERC 715 Filing Study 2. Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval 3. ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions 4. ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions 5. ERCOT Dynamics Working Group (DWG) Data Modeling & Submission 6. ERCOT Contingency/Data Dictionary Updates 7. Technical Support on TP NERC Compliance and FERC 715 filing ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform those services as are necessary and as described in the Proposal for Transmission Planning and TP Compliance Services" (hereafter the Proposal"), prepared by CONSULTANT, dated December 7, 2012, being a 35 page document addressed to Chuck Sears, Electric Engineer, Denton Municipal Electric; Page l DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 which Proposal is not attached hereto, but is on file in the office of the City Secretary, and which Proposal sets forth and defines the scope of services to be performed by CONSULTANT; said Proposal is incorporated by reference herewith. B. PROVIDED HOWEVER, the Proposal referred to in Article II.A. above is a document which contains confidential and sensitive public power competitive information involving electric transmission planning, deals with regulatory actions, filings and requirements; therefore, in accordance with Sections 551.086 and 552.133 of the Texas Government Code, the City Secretary is directed to seal and maintain said Proposal in her custody and control, as a document excepted from public disclosure under the provisions of Section 552.133 of the Texas Government Code, unless otherwise lawfully ordered by a court of competent jurisdiction, to disclose said Proposal. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Proposal, shall be the subject of an additional Proposal to be executed at a later date. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. OWNER and CONSULTANT shall each have the unqualified right to terminate this Agreement upon thirty (30) days advance written notice delivered to the other party. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontractor Expenses" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services authorized in the process of completing the Basic and Additional Services. 2 "Direct Non -Labor Expense" is defined as that expense for any for any out-of-pocket expense reasonably incurred by the CONSULTANT related to its performance of this Agreement, for long distance telephone charges, telecopy charges, messenger Page 2 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based upon the estimated detail at an hourly rate shown in the Proposal, a fee, including reimbursement for direct non -labor expenses not to exceed $857,469.06. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with terms of this Agreement or Proposal. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to the Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not -to -exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services" without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based in accordance with the additional fee provided for in the additional Proposal. Payments for any authorized additional services shall be due and payable upon submission by the CONSULTANT, within thirty (30) days after receipt of the invoice by OWNER. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, then Prompt Payment Act interest, as set forth in Chapter 2251 of the Texas Government Code, shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (315) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or Page 3 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, and not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Page 4 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, which company has a rating with Best Rate Carriers of at least "A-" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than 1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than 100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies where it is legally possible to do so excluding, however, Worker's Compensation Insurance and Professional Liability Insuarnce; and such policies shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, provide to OWNER substitute policies or certificates evidencing the same required coverage. The CONSULTANTS' Comprehensive General Liability, Worker's Compensation, and Automobile Liability policies shall include a waiver of subrogation in favor of the OWNER. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. The costs of mediation shall be borne evenly by each party. Page 5 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their services or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains responsibility and liability at all times during this Agreement and after completion of this Agreement. CONTRACTORS maximum liability in relation to any and all claims arising from or related to the Services, this Agreement or a Work Order, whether such claims are based in negligence, professional negligence, any other tort, breach of contract, or any other claim, shall be an amount not greater than $ l Million dollars ($1,000,000) for all losses, in the aggregate, howsoever caused. Except as expressly provided in this Agreement, this Agreement is intended to be solely for the benefit of the OWNER and CONTRACTOR and is not intended to and will not confer any rights or benefits on any person or entity not a signatory hereto. Page 6 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: PWR Solutions, Inc. Mandhir Sahni, PhD., Vice -President 2777 North Stemmons Frwy. Dallas, Texas 75207-2277 To OWNER: City of Denton, Texas George C. Campbell, City Manager 215 East McKinney Street Denton, Texas 76201 and Chuck Sears Engineering Department Manager Denton Municipal Electric 1685 Spencer Road Denton, Texas 76205 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 11 pages, plus the 35 -page Proposal provided for above in I1.A., constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 7 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT and the OWNER shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER immediately of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under Federal. State and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub -consultants shall be required to submit to background checks. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. Page 8 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI1 MISCELLANEOUS A. The 35 -page Proposal described in and referenced in II.A. herein is made a part of this Agreement: B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Dr. Mandhir Sahni. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacement key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. Page 9 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement - IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly authorized undersigned officer on this the 5*, day of a , 2013. 117 ATTEST: Page 10 CONSULTANT" PWR Solutions, INC. A Texas Corporation al OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: FORGE C. CAMPBELL CITY MANAGER DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: / APP VED TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY By: Page 11 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 A GL GROUP COMPANY P R Solutions PROPOSAL FOR FIVE YEAR TRANSMISSION PLANNING & TP COMPLIANCE SUPPORT SERVICES Client Denton Municipal Electric Contact Chuck Sears Issue B Status Draft Classification Commercial in Confidence Date 07 December 2012 Author(s) M. Sahni Checked by S. Talati Approved by C. Barbeau PWR Solutions, Inc. 2777 N Stemmons Fwy, Suite 1520, Dallas -TX, USA Phone: (214) 678-1190 1 Fax: (214) 678-1195 www.pwrsol,biz & www.gi-garradhassan.com DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 IMPORTANT NOTICE AND DISCLAIMER This proposal ("Proposal") is prepared and issued by PWR Solutions, Inc. ("PWR Solutions"), a member of the Germanischer Lloyd (GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH), for the sole use of the client named on its title page (the "Client') for whom this Proposal is prepared. Neither this Proposal, nor any discussions, correspondence or other activities in connection with this Proposal shall form a relationship of responsibility (and whether in contract or in tort, including negligence) regarding its subject matter without the Client (or with the agreement of PWR Solutions any third parties) entering into a written agreement with PWR Solutions in accordance with the terms and conditions contained or referred to in this Proposal. This Proposal may only be reproduced and circulated in accordance with the Document Classification and associated conditions stipulated or referred to in this Proposal. 2. This Proposal has been produced from information at the date of this Proposal and, where applicable, information relating to dates and periods referred to in this Proposal. The Proposal does not imply that anyinformationisnotsubjecttochange. 3. PWR Solutions does not provide legal, regulatory, insurance, tax, or accounting advice. The Client must make its own arrangements for consulting in these areas. AW : w DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 KEY TO DOCUMENT CLASSIFICATION Strictly Confidential For disclosure only to named individuals within the Client's organization Private and Confidential For disclosure only to individuals directly concerned with the subject matter of the Proposal within the Client's organization Commercial in Confidence Not to be disclosed outside the Client's organization PWR Solutions Only Not to be disclosed to non-PWR Solutions staff Client's Discretion Distribution for information only at the discretion of the Client (subject to the above Important Notice and Disclaimer) Published Available for information only to the general public subject to the above Important Notice and Disclaimer) C 2012 PWR Solutions, Inc. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: $ Final REVISION HISTORY Issue Issue Date Summary A B 30 November 2012 07 December 2012 Initial issue for review Issue to include comments/edits as per client requests DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal far Transmission Planning & TP Compliance Services Issue: B Final TABLE OF CONTENTS 1. INTRODUCTION 1 2. COMPANY OVERVIEW & PROPOSED TEAM 3 3. CAPABILITY STATEMENT 6 a. Team Experience, Capabilities & Relevant Projects 6 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience 6 3.1.2. PWR Solutions Team Expertise 9 4. SAFETY AND PERFORMANCE 13 5. LEGAL ACTIONS 14 6. CUSTOMER REFERENCES 15 7. BIDDER SUBCONTRACTOR LIST 16 8. PROPOSED SCOPE OF WORK 17 a. Background 17 b. Task 1: Annual Planning/FERC 715 Filing Study 17 C. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation 22 d. Task 3: ERCOT SSWG Data Modeling & Submissions 23 C. Task 4: ERCOT SPWG Data Modeling & Submissions 23 f. Task 5: ERCOT DWG Data Modeling & Submissions 24 g. Task 6: ERCOT Contingency/Data Dictionary Updates 24 h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing 24 9. DELIVERABLES 26 10. COST PROPOSAL 27 11. SPECIAL CONDITIONS 29 12. PROPOSED ENGAGEMENT 30 2 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 1. INTRODUCTION Denton Municipal Electric ("DME") has requested that PWR Solutions Inc. ("PWR Solutions") present a proposal to provide technical consulting services associated with the following to support DME's transmission planning efforts over the next 5 -year horizon: Annual Federal Energy Regulatory Commission (FERC) 715/Transmission Planning Study Evaluation of transmission enhancements required for reliable operation of the DME system over the long-term planning horizon including. o Transmission system analysis and reliability project justification per ERCOT Planning Charter o Transmission project submission to ERGOT for Regional Planning Group (RPG) review, comments and approval a Submission of data/models associated with approved transmission projects to ERCOT Technical Support & Representation in relation to the findings of the FERC 715 study in meetings with other Transmission Service Providers (TSPS) Data Submissions for ERCOT Steady State Working Group (SSWG) DSA and DSB transmission cases/models Data Submissions for ERCOT System Protection Working Group (SPWG) future year cases Data Submissions for ERCOT Dynamics Working Group (DWG) current and future year cases Contingency Dataset validation and submissions to ERCOT Data Dictionary Updates to ERCOT PWR Solutions is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for considering PWR Solutions in its selection process for this important engagement_ Additionally, PWR Solutions applauds DME's decision to engage additional expertise to assist in long- term transmission planning/evaluation, FERC 715 filing & ERCOT data submission activities. We are well positioned to meet the needs of DME and we believe we are uniquely qualified to assist DME in conducting such study and modeling activities. PWR Solutions believes that it is uniquely positioned to provide value proposition based services spanning all services requested in the scope of work by DME. Some unique advantages of the PWR Solutions Team, vis-a-vis the scope ofservices requested by DME, are as follows: Comprehensive knowledge and in-depth understanding of the DME and neighboring transmission system. Comprehensive experience in terms of identifcation/validation/approval of transmission projects for DME via the ERCOT RPG process including: o Denton 138kV Loop Upgrades o North Texas Transmission Task Force projects for additional sources into the DME region PWR Solutions has performed all transmission planning services for DME including FERC 715 studies, annual planning studies, data modeling/submission and technical support to ER COTfor the last three years. Comprehensive transmission planning experience within the ERCOT system and in-depth knowledge of the ERCOT RPG process for transmission project evaluation and justification. PWR Solutions also performs all the transmission planning services associated with the following utilities in ERCOT: o Sharyland Utilities DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final o Cross Texas Transmission (CTT) o Wind Energy Transmission Texas (WETT) o Lonestar Transmission o Texas Municipal Power Agency (TMPA) Highly Qualified Consultants/Engineers in all areas of the scope of work - As seen by both our resumes and qualifications, the team at PWR Solutions has significant and proven expertise in all aspects of the scope of work outlined in the proposal. Comprehensive Modeling Capabilities - The team at PWR Solutions possesses state-of-the-art modeling, study and automation capabilities required to perform the activities outlined in the scope ofwork. Some of the key modeling and process automation capabilities include: o Comprehensive transmission system modeling & assessment capabilities utilizing PSS/E, ASPEN, PowerWorld Simulator, VSAT & PSCAD o Comprehensive & Customized automation module development capability — Microsoft - Excel & Python -scripting driven Graphical User Interface (GUI) based modules that automatically interface with PSS/E & PowerWorld. The ensuing sections of this Proposal provide details associated with the PWR Solutions team overview, capabilities and scope of work requested by DME. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni 1 (214) 678-1197 msahni(&Pwrsol.biz DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue: B Final 2. COMPANY OVERVIEW & PROPOSED TEAM PWR Solutions, Inc. ("PWR Solutions") was established in 2001 to provide independent and objective engineering and consulting services to Investor Owned Utilities (IOUs), Independent Power Producers IPPS), power marketers, municipalities & cooperative clients. It is a member of the Germanischer Lloyd GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH). PWR Solutions is part of GL's renewable energy consulting business, trading with GL GH under the GL Garrad Hassan brand. In order to better meet the needs of the challenging power market in North America, PWR Solutions joined GL GH in order to provide an integrated service that offers strategic, technical and economic consulting services in electrical generation, transmission and distribution planning, congestion management and risk assessment, as well as design and engineering solutions. These proven and scalable methodologies in electric generation, transmission and distribution planning include comprehensive power market, transmission analysis and grid integration expertise apart from a huge range of non -electrical disciplines. PWR Solutions' focus is to provide creative, cost effective and practical solutions to stakeholders in the generation, transmission and distribution market. It excels in providing strategic technical and economic consulting services in electric transmission and generation planning to its clients. From a utility standpoint, PWR Solutions has proven expertise and vast experience in performing generation interconnection, load flow, short circuit, stability, Voltage Ride Through (VRT), frequency regulation, Automatic Generation Control (AGC) and dynamic voltage control assessments. PWR Solutions also has extensive knowledge of grid integration of renewable and emerging technologies, in particular being involved in projects such as ERCOT Voltage Ride Through Study & ERCOT Competitive Renewable Energy Zones (CREZ) Reactive Power Study. Additionally, PWR Solutions is currently performing all transmission planning and grid integration activities for utilities, such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Cross Texas Transmission (CTT) and Lonestar. We offer clients detailed studies necessary for the specification of power system equipment and operational studies required to identify safe and reliable methods of system operation and switching procedures. PWR Solutions recognizes the importance of well-defined technical analyses as the basis for both technical and investment decisions. The use of Power System Simulation for Engineering (PSS/E), PowerWorld Simulator and Electro -Magnetic Transient Program (SMTP) software provide the basic analytical tools for studying large power system networks. Typical studies performed by PWR Solutions include: System Planning Studies o Full Interconnection Studies o Dynamic Assessment of Power System Networks o Reliability and Economic Assessment of Transmission Projects o Generation/Transmission expansion o Overall system coordination and stability, reliability and availability studies o Economic analysis and cost impact of power wheeling and cogeneration o Optimal power flow analysis and area interchange control o Generator reactive capability curves and VAR planning o Maximum interchange between two systems for single or multiple event contingencies o Voltage collapse analysis DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue• B Final o Fault analysis and relay coordination o Substation configurations and equipment sizing, grounding o Voltage Ride Through Studies 0 Transmission Line Studies o Modeling of short & long transmission lines o Load Pow analysis o Contingency studies o Transmission line optimization o Lightning effects and insulation coordination o EMF evaluation/effects o EMI studies and system grounding o Switching studies and equipment sizing o Net interchange and system loss studies o Line Para] teling/Crossing studies Special Studies o Sub -Synchronous Resonance (SSR)/Sub-Synchronous Control Interaction (SSCI) Studies o Harmonic Assessments o Electro -magnetic Transient Studies o Dynamic Model Development for Wind Turbines o Dynamic Model Development for Emerging Technologies such as battery storage and Compressed Air Energy Storage (CAES) Details of the full range of services and products can be found at htt_p://www_pwrsol.biz/ and www.lzl- arradhassan.com respectively 4 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 1 W DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 3. CAPABILITY STATEMENT a. Team Experience, Capabilities do Relevant Projects 31.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience PWR Solutions has considerable experience in terms of providing the following services to utilities across ERCOT and other parts of North America: Transmission Planning, Data Submission & Technical Support — PWR Solutions has provided technical consulting services for all transmission planning services for various electric utilities in ERCOT including CTT, WETT, Sharyland Utilities, Lonestar Transmission and TMPA. Additionally, PWR Solutions has performed special studies such as Reactive Optimal Power Flow (OPF) and Load Modeling evaluations for Los Angeles Department of Water & Power (LADWP) and similar engagements for utilities outside ERGOT. Most importantly, PWR Solutions has performed all the transmission planning services for DME over the last three (3) years. Transmission Project Justification vis-a-vis regional planning criteria — PWR Solutions has been instrumental in performing the transmission planning studies to justify numerous projects through the ERCOT RPG process including: o Sharyland-AEP 345kV Cross Valley Project o Sharyland Railroad DC Tie Expansion o TMPA Transformer Replacement & Reactor Re -Configuration o 138kV Denton Loop Upgrades o Sharyland Stanton/Midland Upgrades — Atlas Driver Station Technical support associated with NERC TP and FERC 715 compliance — PWR Solutions has provided technical consulting services associated with NERC TP Compliance and FERC 715 filing for each of the ERCOT utilities mentioned above including DME. Generation Interconnection Studies — PWR Solutions has performed over 40 full interconnection studies on behalf of various utilities in ERCOT. The full interconnection studies have typically spanned the following assessments: o Steady State Study o Short Circuit Study o Transient Stability Study o Facility Study Specific projects demonstrating PWR Solutions team expertise in transmission planning areoutlinedbelow: Project: ERCOT Voltage Ride Through Study Customer: Electric Reliability Council ofTexas (ERCOT) Duration: June '09 —July '10 Objective Assess impact of lack of WGR VRT capability on reliability of ERCOT system as whole 0 Team Contribution DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final Novel "voltage -profile" based approach for WGR collection system aggregation — White Paper adopted by ERCOT Novel automation techniques to develop detailed WGR collection system models — 80 WGR models in 2 months First study of its kind in U.S Successfully completed in time and within budget Presented new findings at ERCOT DWG, RPG & AOS forums Team received "standing ovation" at ROS Project: Transmission Planning & Generation Interconnect Studies Customer: Sharyland Utilities, WETT & CTT Duration: June -Sep '09 — Present Objective Perform all transmission planning & generation interconnection activities/studics on behalf of the utilities Team Contribution Represent and/or provide technical expertise to customer in various ERGOT forums i.e. SSWG, SPWG & DWG Coordinate all generation interconnection meeting, modeling, study and reporting activities Provide training to customer staff to assist development of internal capability Coordinate between planning and D&E teams & develop planning criteria Performing Switching, TOV and TRV studies for Sharyland & WETT Project: Transmission Planning & Special Studies Customer: American Electric Power (AEP)/ Electric Transmission Texas (ETT) Duration: July '10 —Present Objective Assist AEP/ETT in high end niche studies and resource training activities Team Contribution Assist AEP/ETT in development of accurate WG short circuit models from detailed PSS/E and/or PSCAD based models Train AEP/ETT personnel of WGR collection system development and aggregation automation Train AEP/ETT personnel on automation utilizing scripting languages Python, VB and BASIC DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Project: Long Range T&D Study Customer: Midwest Utility, SPP Duration: Sep '09 — March ` 11 Objective Perform 20 year long range T&D study Team Contribution Integrated approach to assess impact of transmission improvements on distribution system & vice -versa Industry First Capital expansion plan, inclusive of the expansion costs Budgetary estimates Ranked recommendations and timelines/schedules Project: LGEE System Transmission Assessment 2012-14 Customer: E.ON U.S. Transmission, Lewisville, Kentucky Duration: September '10 —December '10 Objective Assessment of the Transmission System for the years 2011 and 2014 Assessment of continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards Team Contribution Assessment of LGEE and neighboring transmission system reliability in the wake of NERC Category B/C/D contingencies from steady state standpoint Identification of reliability concerns under specific contingency conditions based on E.ON Planning Guidelines and mitigation measures Assess the continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards. Provide line items that summarize the current E.ON U.S. Planning Guidelines and compliance with the NERC TPL standards. Project: 345kV Line Paralleling Study Customer: Wind Energy Transmission Texas (WETT) Duration: July' 10 —December '10 Objective Assess the impact ofparalleling new proposed CREZ WETT 345kV lines to existing 345kV lines on the reliability of the resulting ERCOT network Team Contribution Development of novel approach to assess the reliability implications of paralleling new 345kV transmission lines with existing 345kV lines 8 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Assessment performed from a steady state and dynamic standpoint S -L -G, 3 -Phase & faultless outages assessed as part of the transient stability assessment Dr. Sahni served as subject matter expert witness on behalf of WETT at the PUCT hearings Project: Independent Assessment of need for 765kV PATH project Customer: West Virginia Public Service Commission (WVPSC) Duration: July '09 May `11 Objective Perform independent assessment for the need of 765kV Potomac Appalachian Transmission Highway (PATH) project Team Contribution Dr. Sahni expert witness on behalf of WVPSC PATH project delayed by an year based on team's assessment Direct review and interrogatories with Director of PJM transmission Complex Generation Deliverability, Load Deliverability & P -V analysis Other Transmission Planning Projects Battery Energy Storage (BES) system model development in PSS/E, Altaimano Inc Load Composition, Modeling & Reactive Power Optimization Study, LADWP Transmission Tariff Study, ESKOM, Republic of South Africa 400kV Transmission Line Feasibility Study, USTDA, Jordan Prakiraan EHV Transmission System Adequacy Assessment, USTDA, Indonesia Georgia EHV Transmission Line Project, Georgia 3.1.2. PWR Solutions Team Expertise Sunil Talad, P.E — President Sunil Talati has over twenty years of experience in project management, marketing and engineering design of electrical systems with an extensive background in power system analysis. Included in this experience is the development of generation, distribution and control systems for transportation, industrial, commercial, institutional and airborne vehicle projects. He has vast experience in assessing transmission and distribution system requirements and performing detailed design and operational studies for power systems at all voltage Ievels for many countries including USA, Ireland, India, Bangladesh, Turkey, United Kingdom, Honduras, El Salvador, Dominican Republic, Russia, Georgia, Jordan, Indonesia, Ecuador and Venezuela. Sunil is currently responsible for the direction of electrical power system studies including technical and economic assessment of a power plant interconnection to the transmission networks. Sunil also has extensive experience in the Locational Marginal Pricing and other economic studies. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Mandhir Sahni, PhD — Vice President Dr. Sahni is responsible for all generation & transmission planning -related business service lines for PWR Solutions, including utility scale generation interconnection studies, transmission congestion/curtailment assessment, special studies, dynamic modeling and analysis of power system networks. He has over 1 I years of experience in generation & transmission planning with expertise in grid integration of renewable and emerging technologies. Dr. Sahni has served as the technical lead for numerous large scale grid integration studies in direct engagement with ISOs/RTOs such as the ERCOT Voltage Ride Through Study. His extensive experience and expertise includes areas of model development and analysis of storage technologies for the purposes of grid integration. He has authored over 50 technical papers/presentations, including technical reports associated with grid integration of renewable and emerging technologies. Dr. Sahni has been invited at numerous conferences, expert panel sessions and ISO forums to present on topics related to grid integration of renewable technologies. He is widely recognized as an industry expert on dynamic modeling of wind/solar technologies, power system dynamic analysis, sub -synchronous resonance/control interaction and dynamic modeling of emerging storage technologies. He received a Bachelor of Science degree in electrical engineering from Bangalore University, India and his Master of Science & PhD degree in electrical engineering from the University of Texas, Arlington, with an emphasis in power systems in both programs. Yunzhi Cheng, PhD, AE —Manager, Power System Studies Dr. Cheng is the Manager of Power System Studies at PWR Solutions Inc. Dr. Cheng is responsible for leading a team of engineers performing power system dynamic analysis including: generation interconnection stability studies, dynamic modeling of wind and solar generation, Sub - Synchronous Resonance studies, EMT studies, modeling of utility scale energy storage devices, Voltage Ride Through assessments. Cheng has gained considerable expertise of transmission planning from ERCOT, CREZ TSPS, PJM, MISO and East China Power Grid where he worked as a planning engineer during 2003 to 2006. Dr. Cheng has been with PWR Solutions since 2009. Prior to his employment with PWR Solutions, Dr. Cheng served as Research Associate at Energy Systems Research Center, UT Arlington. Dr. Cheng has authored and/or co-authored numerous journal and conference papers spanning areas of state estimation, dynamic model calibration, VRT and SSR. Dr. Cheng was an integral team member on the SSTI investigation performed for Railroad HVDC Tie expansion. Charles Gibune — Senior Engineer, Generation & Transmission Planning Charles Gibune has over five years of experience in power market analysis, power flow analysis with an extensive background in conducting economic analysis of transmission and generation projects through LMP process. Mr. Gibune is currently part of a team of transmission planners responsible for performing Full Interconnection studies (FIS) for all generation interconnection studies allocated to WETT and CTT. He is experienced in implementing LMP calculations and projections algorithms, which are being implemented on the PJM, NYISO, ERCOT, M1SO and ISO -NE systems. Mr Gibune worked with Veritas Economic Consulting Inc to utilize these economic models to assess the reliability impacts of closed -cycle cooling retrofits for various de -regulated markets across the U.S. as per EPA ruling 316-b. Charles's expertise in the various ISO systems includes good understanding ofthe current transmission topology and analyzing the performance of ISO markets under nodal environment via qualitative and quantitative assessments. He is experienced in PROMOD 10 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final utilizing the Security Constrained Economic Dispatch to determine/forecast futuristic hourly LMPs and identify transmission elements causing congestion/curtailment if any for projects being studied. Included in his experience is the development of automation process to operate Power World utilizing the Security constraint optimal Power Flow (SCOPF) to determine the hourly LMPs after incorporating the unit commitment, perform contingency analysis, Available Transfer Studies (ATC) etc. He received his Bahcelor and Master's degree in Electrical Engineering with emphasis on power system analysis from University of Texas, Arlington. Ray Harold, P.E — Director, T&D Planning & Design Mr. Harold is responsible for all distribution planning analysis within PWR Solutions, along with design, cost estimating and project management for distribution related projects. He is a professional engineer with nearly thirty years in the utility and consulting industry. He has performed a wide range of design, construction management, analysis and project management tasks over his tenure. He is familiar with multiple analytical software packages, including PSS/c, PowerWorld Simulator, ETAP, SKM, Milsoft's Windmill & Lightable, as well as GIS packages. His experience includes design and analysis from utilization voltages through 230 kV. He has been responsible for the engineering and operation of approximately 2,000 miles of transmission and 9,500 miles of sub -transmission and distribution. Mr. Harold received a Bachelor of Science degree in electrical engineering from Kansas State University, with emphasis in power systems. Xiaoying Ding, PhD — Engineer, Transmission & Distribution Planning Dr. Ding is a professional engineer with nearly ten years in the college and consulting industry. Her experience includes participation in a key project of NSFC (The National Basic Research Program of China- No. 59937150), which perform design, implementation and analysis LMP (Locational marginal Price) based on the data of the Grid Company of West -North China, and participation in the Fundamental Research of a sub -project subordinate to the BRRC ( The National Natural Science Foundation of China - No. 2004CB27905) for reliability enhancement of interconnected bulk power grids, which helped her develop a stochastic Unit Commitment UC) formulation covered the usual thermal units, flexible generating units, and wind generation units. She has been committing herself many years to the research of a novel optimal algorithm Interior Point Cutting Plan Method) and its application in economic analysis in power system, such as optimal power flow, LMP, as well as reactive optimization. Dr. Ding received a Doctor of Philosophy degree in electrical engineering from Xi'an Jiaotong University, China, with emphasis in power systems. Mehriar Tabrizi, PhD — Power System Planning & Research Engineer Mehriar Aghazadeh Tabrizi has about 7 years of teaching, industry and consulting experience in power system stability studies, generation and transmission interconnection studies, dynamic modeling of conventional generators and renewable energy systems such as wind turbines, solar systems and energy storage systems. Mehriar also has experience in harmonic analysis, frequency, network, wide area measurements, power quality and marginal pricing. As a generation and transmission planning engineer in PWR Solutions, Inc. Mehriar has performed many stability studies mainly within ERCOT system for integrating of renewable energy resources such as different types of wind turbines and solar systems. Mehriar has also been involved in generation reactive power assessment studies such as PRR830 assessments. In addition, Mehriar has an extensive experience in Power system AGC and frequency response studies. Mehriar has a DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final sufficient experience with other Power System analysis software packages and programminglanguagessuchasASPEN, PSCAD, MATLABISIMULINK and C language. PWR SOLUTIONS TEAM ORG CHART 0#jON[NI 12 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 4. SAFETY AND PERFORMANCE PWR Solutions 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 PWR Solutions. 13 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 5. LEGAL ACTIONS During the past 5 years, no legal actions (regulatory, contract, and performance) have been pursued or settled against PWR Solutions or any of its direct affiliates. During the last 5 years, no litigation or arbitration against PWR Solutions has occurred in which it was alleged that PWR Solutions failed to perform under a contract, breached a contract, and/or performed work negligently. 14 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue' B Final 6. CUSTOMER REFERENCES Reference #1 — Julius Horvath, Planning & Operations Manager, Wind Energy Transmission Texas, (512) 496-9186, julius.horvath@windenergyoftexas.com Reference #2 — Bill Bojorquez, Vice President, Transmission Planning, Hunt Transmission 1900 N Akard St, Dallas, TX -7520I, (512)-771-0965, BBojorquez@hunttransmission.com Reference #3 — Tim Cook, Manager, Transmission Planning, Cross Texas Transmission, 636) -236-7197, TCook@LSPower.com 15 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue; B Final 7. BIDDER SUBCONTRACTOR LIST None 16 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue: B Final 8. PROPOSED SCOPE OF WORK a. Background Based on the services requested by DME, PWR Solutions envisions the scope to comprise of the following key tasks: Task #1 — Annual Planning/FERC 715 Filing Study Task #2 — Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval Task #3 — ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions Task #4 — ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions Task 95 — ERCOT Dynamics Working Group (DWG) Data Modeling & Submissions Task #6 — ERCOT Contingency/Data Dictionary Updates Task #7 — Technical Support on TP NERC Compliance and FERC 715 filing The ensuing sub -sections provide an overview of PWR Solutions' approach associated with each task comprising the over-all scope of work. b. Task 1: Annual Planning/FERC 715 Filing Study The annual long-term planning study is expected to comprise of the following activities in consistency with the requirements ofthe FERC 715 filing: TO Entity Identification & Certification Regional Power Flow Base Cases Transmission Facility Maps & One -lines Transmission Planning/Performance Criteria Transmission Planning/Performance Assessment Guidelines Annual Transmission Planning & Evaluation TO Identification & Certification PWR Solutions envisions a majority of this task to be completed by DME since it involves providing details associated with the TO performing the filing. However, as needed, PWR Solutions would provide assistance based on similar FERC 715 filings prepared by PWR Solutions. The task primarily comprises of the following: a. Identification and Certification document outlining the utility name, physical address, contact person, certification from certifying officer and associated contact details b. Cover Letter from DME outlining the organization and contents of the entire FERC Form 715 submission 17 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Regional Power Flow Base Cases As part of this task, the most current and updated regional power flow base cases with DME's transmission facilities accurately validated have to be developed to be submitted along with the filing. The SOW associated with this task, as envisioned by PWR Solutions, comprises of the following: In case of ERCOT, two sets, namely Data Set A (DSA) and Data. Set B (DSB) of transmission planning cases are developed by the ERCOT Steady State Working Group SSWG). For the FERC 715 filing the DSB cases spanning a 5 -year planning horizon are more suitable. Most utilities do not submit any regional power flow cases beyond the horizon spanned by ERCOT SSWG. The ERCOT SSWG DSB cases are expected to be utilized for the long-term planning assessment. A typical DSB case set includes the following transmission models associated with the 5 -year horizon: o (Current Year (CY) + 1) SUM o (Current Year (CY) + 2) SUM o (Current Year (CY) + 3) SUM o (Current Year (CY) + 3) MIN o (Current Year (CY) + 4) SUM o (Current Year (CY) + 5) SUM Each of the aforementioned cases would be checked to ensure accurate modelling of DME's existing transmission facilities associated with the timeframe of the power flow case The transmission topology, as reflected in the SSWG DSB cases, would be compared with the latest transmission and sub -station project summary as provided by DME. Transmission system enhancements submitted on behalf of DME based on the latest annual planning study and the Transmission Project Information Tracking (TP1T) updates will be validated. Any updates/modifications to the case, if needed, would be performed utilizing idev files accompanied with adequate documentation and the rationale behind the change. The idev files would also be provided to DME as part of the deliverables for this task. The resulting cases would be utilized as "study case" for the annual long term planning assessment. Transmission Facility Maps, Breaker Diagrams & Description PWR Solutions envisions a majority ofthis task to be completed by DME. However, in this case, PWR Solutions would utilize the transmission facility and/or breaker diagram maps provided by DME to corroborate the same with the latest transmission topology as depicted in the forward year cases and vice -versa. The task primarily comprises of the following: DME would be required to submit detailed transmission facility maps for their existing transmission system within the ERCOT system Additionally, bus/breaker arrangements for all 138kV and/or 69kV stations owned/operated by DME would need to be submitted PWR Solutions would ensure for consistency in terms of the transmission topology depicted in the maps/station diagrams vis-a-vis the forward year cases in terms of the city's transmission facilities 18 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final The transmission facility maps and/or breaker diagrams would be accompanied with a document providing a brief overview of the transmission facilities owned/operated by DME as per the maps/diagrams submitted Transmission Planning/Performance Criteria One of the integral aspects of the FERC 715 filing for each TO is to provide a transmission planning/performance criteria that it utilizes to gauge the performance of its transmission network. Typically, the regional ISO planning criteria and the NERC planning criteria serve as over -arching guidelines. In DME's case, the task would comprise of the following: DME's Transmission Planning/Performance Criteria document outlining the criteria utilized to assess the reliable performance of its transmission system within the planning horizon would need to be submitted. In the absence of an explicit planning/performance criteria, PWR Solutions would explore the following 2 options: o Utilize ERCOT Planning Criteria as their default planning/performance criteria and attach the same as an Exhibit o Develop a planning criteria based on the ERCOT Planning Criteria, NERC Planning (TPL001-0 through 004-0) standards and the planning criteria for neighbouring utilities PWR Solutions does possess and comprehensively understand the ERCOT Planning Criteria and has assisted numerous new ERCOT utilities in drafting their planning/performance criteria Transmission Planning/Performance Assessment Guidelines Typically most utilities defer to the NERC TPL-001-0 through TPL-004-0 transmission planning standards as the planning assessment and evaluation standards. PWR Solutions possesses and comprehensively understands the application of the TPL standards on transmission facilities rated 69kV and above. PWR Solutions intends to utilize the same to perform the long-term transmission planning evaluation for DME's transmission facilities. Exhibit 2 depicts the NERC TPL-001-0 through TPL-004-0 standards. Annual Transmission Planning Study One of the most significant aspects of the FERC 715 filing is the annual transmission planning and evaluation report outlining the assessment of the performance of DME's transmission facilities over the long-term planning horizon. The scope of work associated with this task, as envisioned by PWR Solutions, would comprise of the following: a. Data Collection & Validation Obtain ERCOT SSWG DSA &DSB Cases for relevant year Validate accurate modelling of DME's existing transmission facilities Validate accurate connections for DME's existing transmission facilities with neighbouring utilities Utilize DME's latest Transmission & Sub -station Project Summary in conjunction with the latest ERCOT Transmission Project Information 19 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- S Final Tracking (TPIT) updates to evaluate the incorporation of planned transmission enhancements in the relevant year DSA & DSB cases Assess the load and generation status/levels on the DME's and neighbouring transmission facilities Develop study cases for the planning horizon Utilize DME's long-term load forecast to develop a long-term case beyond the horizon spanned by the DSB cases, if needed b. Contingency Event Definitions & System Monitoring Settings Obtain relevant contingencies on DME's and neighbouring transmission system from the latest ERGOT Planning Contingency File & DME contingency files as developed for the 2412 annual planning study. The contingency events evaluated should span NERC Category A/B/CID events Review DME contingency files in the wake of updated transmission topology to identify any changes and/or modifications Work with neighbouring TSPS to identify relevant NERC Category contingencies especially from Brazos Electric Power Corporation BEPC), Texas Municipal Power Agency (TMPA) & Oncor Electric Delivery Identify the following system performance/cvaluation criteria for DME and neighbouring transmission facilities for normal operation and contingency conditions: Thermal Rating for transmission system elements to assess transmission system overloads Voltage Magnitude Range for assessing voltage magnitude violations Voltage Deviation Range for assessing voltage deviation violations pre and post -contingency c. Annual Transmission Assessment Perform steady state AC Power Flow and Contingency analysis for each of the planning year cases including long term case Identify any transmission system performance violations based on the criteria outlined above Observe and document the first year of occurrence of each transmission system issue and exacerbation levels for the subsequent years Identify if any of DME's planned transmission system enhancements alleviate the transmission system violation. If so, note the expected in- service date of the proposed transmission system enhancement vis-a- vis the first occurrence of the concern Study relevant transmission enhancement scenarios to assess the optimal scenario to ensure reliable operation of DME facilities Document performance of each scenario for DME review and provide independent recommendations. 20 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final Exhibit 2: NERC TPL-001-0 through TPL-004-0 standards 21 Contingencies S stem Limits or Iml acts System Stable and Category Initiating Event{s) and Contingency both Thermal Loss of Demand or CascadingElement(s) and Voltage Limits within Curtailed Finn Outages Applicable Transfefs Rating' A No Contingencies All Facilities in Service Yes No No Single Line Ground (Si or 3 -Phase (30) Fault, with Normal Cleaning: Yes No' No B Event 1. Generator Yes No, No resulting the loss of 2 Transmission Circuit Yes No' No a sasinglegle element. 3. Transformer Yes No' No Loss ofan Element without a Fault Single Pole Block, Normal Clearing: 4. Single Pole (do) Line Yes No' No C LG Fault. with Normal Clearing°: Planned! Events) resulting 1. Bus Section Yes Controlledc NointhelassoftwoPlannedl or more(multiple) Pmultile 2. Breaker (failure or internal Fault) Yes Controlledc No elements. Si or 30 Fault, with Normal Clearnge, Manual System Adjustments, followed by another SLG or 30 Fault, with Normal Clearing": 3. Category B (B1, B2, 63. or B4) Yes Planned! No contingency, manual system Controlledc adjustments, followed by another Category 6 1 B2, B3, or 64) continqency Bipolar Block, with Normal Clearing`: 4. Bipolar {dc) Line Fault (non 30), with Planned/ Normal Clearing': Yes Controlled` No 5. Any twocircuits of a multiple circuitPlannedYes NoControlled` tower! inW SLG Fault, with Delayed Clearing' (stuck breakeror protection system failure): 6. Generator Yes Planned! No Controlledc 7. Transformer Yes Planned/ NoControlledc 8. Transmission Circuit Yes Planned! NoControlledc 9. Bus Section Yes Planned! No Controlledc 30 Fault, with Delayed Clearing a (stuck breakeror protection system Evaluate for asks and D' failure): consequences. Extreme event resulting in 1. Generator 3- Transformer May involve substantial lass of two or more (multiple} 2. Transmission Circuit 4. Bus Section customer Demand and elementsremoved or generation in awidespread Cascading outof service. 30 Fault, with Normal Clearing: area or areas. 5. Breaker (failure or internal Fault) Portions or all of the interconnected systems may 6. Loss oftowertine withthree or more circuits ormay notachieve a new, 7, All transmission lines on a common right -of way stable operating point. Loss ofa substation (one voltage level piis transformers) Evaluation of these events may 9. Loss ofa switching station (one voltage level plus requirejoint studies with transformers} neighboring systems. 10. Lass of all generating units at a station 11. Loss of alarge Load or major Load center 12. Failure ofa fully redundant Special Protection System (or remedial action scheme) to operate when required 13- Operation, partial operation, or misoperation of a fully redundant Special Protection System (orRemedial Action Scheme) in response to an event orabnormal system condition for which it was not intended tooperate 14. Impact of severe power swingsor oscillationsfrom Disturbances in another Regional Reliability Organization. Exhibit 2: NERC TPL-001-0 through TPL-004-0 standards 21 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final d. Annual Transmission Evaluation Report Develop annual transmission assessment report outlining the following aspects: Study Approach & Assumptions Base Case Violations & Year of Occurrence Transmission Enhancement Scenario Definitions & Performance Results & Key Observations Provide a summarized description of the recommended transmission solution associated with identified concerns accompanied with approximate schedule of the enhancements comprising the solution Short Circuit & Breaker Adequacy Assessment The scope of work associated with this phase, as envisioned by PWR Solutions, would comprise of the following: o The ERCOT SPWG Future Year (FY) cases over a 3 -year horizon would be utilized as the base cases for the assessment. The cases would be reviewed to ensure accurate modelling of DME facilities from a short circuit standpoint. Additionally, the cases will be reviewed to ensure accurate representation of generation interconnections associated with DME and/or neighbouring facilities, if any. o The most updated DME station configurations would be utilized to model the breaker configurations into the bus -branch model obtained from ERCOT. The following aspects will be taken into account during the development of the breaker model: Breaker configuration (breaker and a half, double bus double breaker etc) Transmission system elements protected by each breaker Breaker Rating (kA) Rating Method (IEEE/ANSI) Interrupting Time Contact Parting Time o A comprehensive breaker adequacy assessment will be performed for all DME facilities utilizing the Breaker Rating Module (BRM) in ASPEN One-liner. o The results of the breaker adequacy assessment will provide the maximum duty experienced at each breaker across a range of short circuit events with variations including but not limited to the following: Fault Type Fault Location Transmission configuration prior to fault (line open etc) c. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation The results of the annual planning and FERC 715 filing study will be utilized to evaluate the need for transmission system enhancements and/or new projects on the DME and/or neighboring transmission system. PWR Solutions will work with DME and other interconnected utilities to develop justification for the projects based on the ERCOT reliability criteria. The same will include the following: PWR Solutions, Inc. 22 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Performing additional power flow evaluations to ensure justification of the project from an ERCOT planning criteria standpoint including but not limited to: o N-1 Contingency Analysis o N-1 + G-1 Condition Assessment o N-1-1 Condition Assessment in line with ERCOT N-1-1 assessment criteria Review the studies performed by neighboring utilities to ensure optimal system benefits from a DME standpoint and adequate justification for reliability projects Develop ERCOT RPG submissions on behalf of DME to submit to ERCOT and coordinate the following: o Response to any comments from ERCOT/stakeholders o Providing any clarifications required on the technical and/or cost estimate assumptions Development of TPIT submissions to ERCOT for approved projects Development of Planning Model Change Request (PMCR) submissions for approved projects to ensure modeling into the future cases PWR Solutions will ensure that each RPG submittal made to ERCOT on behalf of DME is followed through to its logical conclusion while coordinating communication between DME, ERCOT and any other relevant stakeholders. d Task 3: ERCOT SSWG Data Modeling & Submissions Apart from performing the annual long-term transmission planning assessment for DME, the scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT steady state transmission models. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT SSWG data submissions: ERCOT SSWG DSA & DSB Submissions o Develop relevant category Planning Model Change Requests (PMCRs) associated with DME facilities o Submit PMCRs using MODWeb o Review each pass of the DSA cases to ensure accurate representation of DME facilities for given year o Review each of 9 passes of the DSB cases to ensure accurate representation of DME facilities for the long-term o Participate in case building exercises at ERCOT on behalf of DME o Review/perform subsequent TPIT updates associated with the DSA and DSB cases e. Task 4: ERCOT SPWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT system protection transmission models. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT SPWG data submissions: ERCOT SPWG FY cases o Ensure accurate representation of planned DME facilities in Current Year (CY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of planned DME facilities in Future Year (FY) SPWG cases from a positive and zero sequence data standpoint PWR Solutions, Inc. 23 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final o Ensure accurate representation of transmission upgrades/enhancements in the protection cases o Review each of 5 passes associated with the future year SPWG cases in terms of DME facilities f. Task S: ERCOTDWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT dynamic datasets. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT DWG data submissions: ERCOT DWG Current & Future Year Dynamic Datasets o Ensure accurate representation of planned DME facilities in CY & FY DWG datasets from steady state and dynamic standpoint o Perform non -wind and wind flat start assessments to ensure acceptable deviations of relevant power system quantities o Assess dynamic response associated with DME facilities, if applicable g. Task b: ERCOT Contingency/Data Dictionary Updates Contingency Review/Updates o Review DME contingency definitions in Annual Planning contingency files including NERC Category B/C/D events o Update contingency definitions associated with DME facilities based on changes/additions to DME transmission system facilities o Update 3 -Phase and S -L -G fault based dynamic event definitions for DME based on changes/additions to DME transmission system facilities Data Dictionary Updates o Review DME facilities in the ERCOT Data Dictionary to ensure accurate representation in terms of the following: Bus Name Bus Number Station Full Name Nominal kV Weather Zone o Update data dictionary to ensure inclusion of information associated with new DME facilities h. Task 7. Technical Support on TP NERC Compliance & FERC 715 Filing Apart from performing the annual planning studies, PWR Solutions will also provide technical support to DME in terms of Transmission Planner (TP) NERC Compliance and FERC 715 filing including the following services: Development of documents required to demonstrate compliance with the TPL-001 through TPL- 004 for TRE submission on an annual basis Development of documents required to demonstrate compliance with the MOD -0-10 and MOD -0- I2 on an annual basis PWR Solutions, Inc. 24 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Response to any comments received by DME following the FERC 715 filing Response to any comments received by DME during a NERC TP audit from a technical standpoint Review of DME's planning criteria, MOD and FAC standards, if applicable PWR Solutions, Inc. 25 G L DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final 4. DELIVERABLES The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Task #1 Deliverables o Updated regional power flow base cases spanning the study planning horizon (5 year and 6-10 year horizon) o Corroborate the transmission facility maps and/or station breaker diagrams vis-a-vis the latest transmission topology for DME facilities as per the SSWG cases o Long-term planning horizon transmission assessment: Final updated cases utilized for the assessment Contingency, System Monitoring and Sub -system files utilized to perform the assessment in PSS/E Version 32 Study cases associated with the breaker adequacy assessment Comprehensive Report Study Approach & Assumptions Steady State Assessment Breaker Adequacy Assessment Results & Key Observations Task #2 Deliverables o ERCOT RPG submission documents for each DME project requiring ERCOT independent review and/or comments o Response to ERCOT/stakeholder comments o Ensuring each project submission reaches its logical conclusion through the ERCOT review process o TPIT and PMCR submissions for approved projects Task #3 Deliverables o DME facility review, validation & updates for ERCOT SSWG DSA and DSB cases and associated TPIT updates o PMCRs and/or idev files utilized to submit updates to SSWG on behalf of DME o Submission of device control profiles for DSA and DSB cases on behalfof DME Task #4 Deliverables o DME facility review, validation & updates for ERCOT SPWG CY & FY cases Task #5 Deliverables o DME facility review, validation & updates for ERCOT DWG CY & FY cases Task #6 Deliverables o DME contingency review, validation & updates for ERCOT Planning contingency file o DME facility review, validation & updates for the ERCOT Data dictionary Task #7 Deliverables o Documents for demonstrating compliance with TPL-001-0 through TPL-004-0 o Documents for demonstrating compliance with MOD -0-10 & MOD -0-12 o Review and comment on DME planning criteria, MOD and FAC standards if and as applicable to a TP PWR Solutions, Inc. 26 D DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue• B Final 10. COST PROPOSAL PWR Solutions, based on its prior experience of providing such transmission planning, FERC 715 filing and NERC TP compliance support services, covenants the engagement strictly as described in the previous section not to exceed the amount indicated in Exhibit 3. Some important comments with respect to the not - to -exceed budgetary estimate provided in Exhibit 3 are as follows: The cost estimate provided in Exhibit 3 assumes a 2% increase in PWR Solutions hourly rates on an annual basis. Having said that, PWR Solutions intends to notify DME by October 3151 of the current year regarding the increase in the rates for the next year. The hourly rates utilized to develop budgetary estimates for future years are subject to change. However, with no significant change in the scope of work outlined in this proposal, PWR Solutions expects to maintain the budgetary estimates outlined in Exhibit 3 for the services to be provided to DME. The project manager from the PWR Solutions team will provide quarterly updates to DME in terms of the services provided year to date vis-a-vis the budget expended for the services. Quarterly updates will also be provided to DME in relation to the following: o Status of key scope of work items o Any significant change in scope and/or schedule a Key action items and goals for the next quarter o Feedback from DME in terms of quality and punctuality of service provided and PWR Solutions responsiveness to DME needs The aforementioned quarterly updates will be above and beyond the regular technical meetings and communication that PWR Solutions has typically performed with DME on project related tasks. The intent of the quarterly updates is to ensure appropriate management of the service scope and budget both from a DME and PWR Solutions standpoint. Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus 5% Any additional services rendered to the client would be billed on a time and material basis, exclusive of tax, at the following hourly rates for 2013 and the specific rates agreed upon between PWR Solutions and DME for subsequent years: Project Manager...................................................................... $198.00 LeadEngineer......................................................................... $172.00 Senior Engineer...................................................................... $160.00 Engineer.................................................................................. $135.00 Project Administrator ................. ..................... I....................... $ 73.00 PWR Solutions, Inc. 27 t tFa DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 W N H h m N M e4 N. N v A$ N OHO W W N O plpp Y1i13TOi! N tV- N -i Do o m m m o o W 4o vaoiN vW W hG0 m H N N w W co O W W P1 wNl On wH N N O N O Gp N Q p O Oy.. W N Sfl C H m 0t ei O Q no w Q V. N w M n W 00 m m N0000 rh" f N -t Ymj 0W6. 00 e N V! NO N O p} h O o6 OyjWm m WnH pp eHO N N w of mM W M N go ry m onN o N m N m m CWr00nh -i pp pp N ca co E o o a m a oa 0 cO o c S 3O QcoYUVO w 3 e0 l7 Q K Z d c ocaa E 3 E an c O a E n v'i C1 V UceOOOOc 4 H w w w w H Y Q u1 p Rr W DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 11. SPECIAL CONDITIONS Assumptions and Client Responsibilities Client will provide all information to PWR Solutions and respond to all inquiries as quickly as is practicable. Client will provide all information in English. Data and documentation will be made available to PWR Solutions either through electronic mail delivery, through an FTP site (virtual dataroom), or by physical delivery to PWR Solutions offices. Security for transmitting or storing such information is the responsibility of Client, subject to the applicability of any Confidentiality Agreement. Client shall provide timely notice to PWR Solutions of any postings of data to a dataroom. All documentation and data to be delivered to PWR Solutions Team shall be delivered to the following: Electronic delivery by email: Dr. Mandhir Sahni Email: msahni@pwrsol.biz Phone: (214) 678-1197 Hard Copy or CD delivery: PWR Solutions Inc 2777 N Stemmons Fwy Suite 1520 Dallas, TX 75207 USA Attn: Mandhir Sahni Ph.: (214) 678-1197 Client will obtain any and all third party consents necessary for the performance of the Services by PWR Solutions, including consents to delivery ofinformation and access to the Project site. Client will provide contact information for all project participants with whom PWR Solutions may be required to interface in the performance of the Services. The Client shall reference the Proposal and the Special Conditions on the applicable purchase order issued by Client which shall be stated as follows: "This PO is issued subject to Proposal No. 701960 -USDA -P-01 including Section 12, Special Conditions." Data provided by PWR Solutions, under this Proposal and applicable purchase order, in any deliverable or report is subject to the confidentiality and intellectual property provision of any agreement between PWR Solutions, their affiliates referenced in this proposal, and their data providers. PWR Solutions, Inc. 29 G L DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 12. 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. This Proposal and all prices quoted are valid for 60 days and thereafter expire, unless stated otherwise. PWR Solutions, Inc. 30 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT B DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 FIRST 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, Inc.) 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 Comyensation Amount The amount to be paid for professional services in this first 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 599,500.00 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 same. 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CITY" CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation By: *_M41t7 HOWARD MARTIN' INTERIM CITY MANAGER Signed on the of November, 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: MI I L I I APPR D A O LEGAL FORM: ANITA UR ESS CITY ATTORNEY By: --;e --,w N: GL PwrSolutions, Inc., a Texas corporation By: d Signhtu e VS r Title Signed on the of November, 2016. ATTEST: B JEANEAN HEROD-LASATER 4s Notary Public, State of Texas My Co fission Expiresh May 1 S. 2014111111 Contract No. 5148 — First Amendment Page 2 of 2 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT ONV-GL 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Copyright cQ 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. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL TABLE OF CONTENTS 1. Objective................................................................................................................................... 2 2. Safety and. Performance........................................................................................................... 4 3. Legal actions............................................................................................................................. 5 4. Bidder subcontractor list.......................................................................................................... 6 5. Proposed Scope of Work.......................................................................................................... 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•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 mandhir.sahni(cpdnvgl.com DNV GL Group 2 October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL GL PWR SOLUTIONS INC. TEAM ORG CHART fl.W,oN ELECTRIC ljri Contract Manager Project Sponsor Sunil Talati, Pz Mandhir Sahni, PhD Project Manager Charles Gibune Steady State Team Short Circuit Team Dynamics Team Charles Gibune Meichen Chen Azade Brahman DNV GL Group Charles Gibune Venkata Viswanadham Prashant Buyanni Mehriar Tabrizi Satish Natti Nitin Prakash October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 w .*k.*.ws.• ` "• ix s_ ' s. E"vr +"' ^y `fit § - rr,,is ar _ a^ ra DNV•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 PWR 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 4. Bidder subcontractor list None DNV GL Group 5 October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 z " .. ,";"` P . -: def.. . '. , `a ..:% -:e arr•.:::"^"?-g ONV-GL 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 ill, 2o16, 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 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 theSpencergenerationunitswillbemonitoredinspecific. If the Spencer generation units are off- line in the load flow models received from ERCOT, they would be turned on in case of reliabilityissuesbeingobservedinthestudyregiontoassesstheirabilitytomitigatetheissue. The proposed Green Valley generation project (11.12.5 MW) will also be modeled at full outputfortheassessment. For the high wind case, incremental WGR additions in the study region will be dispatched at go% while fossil generation will be incrementally modeled and dispatched at l00%, 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 andloadbalance. 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 ofthetransmissionsystem. Completion of Steady -State Study: The Steady -State Study is estimated to be completed and a preliminary report issued within ninety go) 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 ofother required DNV GL Group 8 October 04, 2016 O b YO m aJ C O y, cd w V C y CL p Y R7 A C U Y U YO O. O .o c. C " • y m as N O 5 • ami . U CL m S c Cd ds cd O W cd 3 p C1 • w O WO y M C c' co cU. b .bcd O co pO o In o spa mvc7 mom c c v A b o cCd cliYa x 3o m p m W- ro p co b bpG°gip a,ooro c Yti y p caa o Cd azrCl) v d U v a ' U 0.i o Ggn aCi ti d O° CJ C 5 o w o A. ri ': b y w v m v ° C a C U ' m 6 m •-• ' u O o U O O `}" N Y y p vj bUA ate.+ b V a,cl3bC }' Ly U 'd 0, 3 O cV i y cd V7 O .0 V] d O O. m c. U C N U Y cG D C y O C C U YO m O d ro yG y '', V y ,b `n 3 cF..--. Y,.?: L3 bA a a' C oq ti c, C "Cl b M cd Ncd O cd v !. C "'• U M C C C+ .d nd 'O O r+ i 'b C O o U wC 0 vC •° n. aCi + U, v C 0 7 o CLaicl m e4 o ao N cl > ai z E 'd DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•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 (0.15 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 -1-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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 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 otherwiseindicatedbythestabilitydatasubmittal. If major system upgrades are proven necessary to eliminate stability concerns, total power output will be reduced or units will be incrementallyremovedtodeterminethemaximumPlantcapacitythatcanbeaccommodatedwithoutsuch upgrades. The Stability Study will identify any changes to the Plant requirements previously identified intheSteady -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 unitsforeachsimulation. Plots of other units in the area will be provided to verify stability orinstabilitycausedbytheadditionofthePlant. The stability assessment for the Plant shall be carried out as per the data specified by theCustomer. The Customer would be responsible for providing the dynamic models (dyre file containing the dynamic data of the unit and inverter, and the corresponding Iibrary/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 varydependinguponthevolumeofotherrequiredtransmissionsystemworkactivity. 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 uponbyCustomerandTransmissionServiceProvider. DNV GL Group 11 October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 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 withPublicUtilityCommissionofTexas (" PUCT") Substantive Rule 25. i95. 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 varydependinguponthevolumeofotherrequiredtransmissionsystemworkactivity. DNV GL Group 12 October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 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 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV- 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 0% 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 SeniorEngineer............................................................. $175.00 Engineer........................................................................ $1$5.00 Project Administrator..................................................... $87.00 DNV G>_ Group 14 October 04, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 a ,.` '$„ ` ` -. +t as;- ' ”, -.camp 5- .P ,F ,' 3 a'q ' 'a s.a:c.5c a 'S• . 'a.,.,:„h;% d r*''ror'2a+.t; r,.„w'.:` .i>`"g e`s`" `•+ t r.' 9. Contractual Engagement of DNV GL In executing the Agreement, it is important to provide DNV GL with the complete contact information of the party 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 By: r" -1 kl . 4ML Date: \1 .?-A w ACCEPTED BY GL P R SOLUTIONS INC. By: Title: p Date: 44k):Ou - DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 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. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT C DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & NERC TP Compliance Services Contract Extension, Denton Municipal Electric DME) Prepared by GL PWR Solutions Inc. — A DNV GL Group Company December 7, 2016 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 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 party 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. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV -GL TABLE OF CONTENTS i. Introduction...................................................................................................................................1 2. Company Overview & Proposed Team....................................................................................... 3 3. Capability Statement.................................................................................................................... 6 a. Team Experience, Capabilities & Relevant Projects....................................................... 6 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience.................................................................................................................. 6 3.1.2. GL PWR Solutions Inc. Team Expertise..................................................................11 4. Safety and Performance..............................................................................................................17 5. Legal actions................................................................................................................................18 6. Customer References...................................................................................................................19 7. Bidder subcontractor list............................................................................................................ 20 8. Proposed Scope of Work.......................................................................................... . a. Background.......................................................................................................................21 b. Task 1: NERC TPL-oo1-4 Annual Planning/FERC 715 Filing Study ............................21 c. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation.. 34 d. Task 3: ERCOT SSWG Data Modeling & Submissions ................................................. 35 e. Task 4: ERCOT SPWG Data Modeling & Submissions ................................................. 35 f. Task 5: ERCOT DWG Data Modeling & Submissions .................................................. 35 g. Task 6: ERCOT Contingency/Data Dictionary Updates ............................................... 36 h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing ................... 36 i. Task 8: Geo -Magnetic Disturbance (GMD) model development and validation ........37 j. Task 9: Full Interconnection Study................................................................................ 38 9. Project Management Approach.................................................................................................39 lo. Deliverables.................................................................................................................................40 11. Cost Proposal.............................................................................................................................. 42 12. Proposed Engagement................................................................................................................ 44 13. Contractual Engagement of DNV GL........................................................................................ 44 Appendix A: Special Conditions....................................................................................................... 45 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 M r ny'"r"a `` .yn svtaicc„ rr tk z4;a 'cat r ONV•GL 1. Introduction 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 continue to provide technical consulting services (Governed by the PSA dated February 5, 2013) for the next three (3) years. The technical consulting services associated with this proposal in line with the existing contract, includes the following transmission planning support to DME: Annual Federal Energy Regulatory Commission (FERC) 715/Transmission PlanningStudy Evaluation of transmission enhancements required for reliable operation of the DME system over the long-term planning horizon including: o Transmission system analysis and reliability project justification per ERCOT Planning Charter o Transmission project submission to ERCOT for Regional Planning Group (RPG) review, comments and approval o Submission of data/models associated with approved transmission projects to ERCOT Technical Support & Representation in relation to the findings of the FERC 715 study in meetings with other Transmission Service Providers (TSPS) Data Submissions for ERCOT Steady State Working Group (SSWG) transmission cases/models Data Submissions for ERCOT System Protection Working Group (SPWG) current andfutureyearcases Data Submissions for ERCOT Dynamics Working Group (DWG) current and future year cases Contingency Dataset validation and submissions to ERCOT Data Dictionary Updates to ERCOT GL PWR Solutions Inc. is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for considering GL PWR Solutions Inc. in its selection process for this important engagement Additionally, GL PWR Solutions Inc. applauds DME's decision to engage additional expertise to assist in long-term transmission planning/evaluation, FERC 715 filing & ERCOT data submission activities. GL PWR Solutions Inc. has been engaged by DME to provide transmission planning services similar to those outlined in this proposal for the last 5 years. We are well positioned to meet the needs of DME and we believe we are uniquely qualified to assist DME in conducting such study and modeling activities. GL PWR Solutions Inc. believes that it is uniquely positioned to provide value proposition based services spanning all services requested in the scope of work by DME. Some unique advantages DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL of the GL PWR Solutions Inc. Team, vis-a-vis the scope of services requested by DME, are as follows: Comprehensive knowledge and in-depth understanding of the DME and neighboringtransmissionsystem. Comprehensive transmission planning experience within the ERCOT system and in- depth knowledge of the ERCOT RPG process for transmission project evaluation and justification. GL PWR Solutions Inc. also performs all the transmission planning services associated with the following utilities in ERGOT: o Sharyland Utilities o Cross Texas Transmission (CTT) o Wind Energy Transmission Texas (WETT) o Lonestar Transmission o Texas Municipal Power Agency (TMPA) Highly Qualified Consultants/Engineers in all areas of the scope of work - As seen by both our resumes and qualifications, the team at GL PWR Solutions Inc. has significant and proven expertise in all aspects of the scope of work outlined in the proposal. Comprehensive Modeling Capabilities - The team at GL PWR Solutions Inc. possesses state-of-the-art modeling, study and automation capabilities required to perform the activities outlined in the scope of work. Some of the key modeling and process automation capabilities include: o Comprehensive transmission system modeling & assessment capabilities utilizingPSS/E, ASPEN, PowerWorld Simulator, VSAT & PSCAD o Comprehensive & Customized automation module development capability — Microsoft -Excel & Python -scripting driven Graphical User Interface (GUI) based modules that automatically interface with PSS/E & PowerWorld. The ensuing sections of this Proposal provide details associated with the GL PWR Solutions Inc. team overview, capabilities and scope of work requested by DME. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni 1 (214) 678-1197 mandhir.sahni@dnygl.com DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 OW -GL 2. Company overview & Proposed Team GL PWR Solutions Inc. ("PWR Solutions") was established in 2001 to provide independent and objective engineering and consulting services to Investor Owned Utilities IOUs), Independent Power Producers (IPPs), power marketers, municipalities & cooperative clients. It is a member of the Germanischer Lloyd (GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH). GL PWR Solutions Inc. is part of GL's renewable energy consulting business, trading with GL GH under the GL Garrad Hassan brand. As of 12th September 2013, DNV and GL have merged to DNV-GL. The new company DNV-GL has started operating as one company with effect from 12 September 2013. DNV-GL forms the world's largest ship and offshore classification society, a leading technical advisor to the oil & gas industry and a leading expert for the energy value chain including renewables. DNV-GL also takes the position as one of the top three certification bodies in the world. Read more here: www.dnv.com/meter GL PWR Solutions Inc.'s focus is to provide creative, cost effective and practical solutions to stakeholders in the generation, transmission and distribution market. It excels in providing strategic technical and economic consulting services in electric transmission and generation planning to its clients. From a utility standpoint, GL PWR Solutions Inc. has proven expertise and vast experience in performing generation interconnection, load flow, short circuit, stability, Voltage Ride Through (VRT), frequency regulation, Automatic Generation Control (AGC) and dynamic voltage control assessments. GL PWR Solutions Inc. also has extensive knowledge of grid integration of renewable and emerging technologies, in particular being involved in projects such as ERCOT Voltage Ride Through Study & ERCOT Competitive Renewable Energy Zones CREZ) Reactive Power Study. Additionally, GL PWR Solutions Inc. is currently performing all transmission planning and grid integration activities for utilities, such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Cross Texas Transmission (CTT) and Lonestar. We offer clients detailed studies necessary for the specification of power system equipment and operational studies required to identify safe and reliable methods of system operation and switching procedures. GL PWR Solutions Inc. recognizes the importance of well-defined technical analyses as the basis for both technical and investment decisions. The use of Power System Simulation for Engineering (PSS/E), PowerWorld Simulator and Electra -Magnetic Transient Program (EMTP) software provide the basic analytical tools for studying large power system networks. Typical studies performed by GL PWR Solutions Inc. include: System Planning Studies o Full Interconnection Studies o Dynamic Assessment of Power System Networks DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NOW ONV-GL o Reliability and Economic Assessment of Transmission Projects o Generation/Transmission expansion o Overall system coordination and stability, reliability and availability studies o Economic analysis and cost impact of power wheeling and cogeneration o Optimal power flow analysis and area interchange control o Generator reactive capability curves and VAR planning o Maximum interchange between two systems for single or multiple event contingencies o Voltage collapse analysis o Fault analysis and relay coordination o Substation configurations and equipment sizing, grounding o Voltage Ride Through Studies a Transmission Line Studies o Modeling of short & long transmission lines o Load flow analysis o Contingency studies o Transmission line optimization o Lightning effects and insulation coordination o EMF evaluation/effects o EMI studies and system grounding o Switching studies and equipment sizing o Net interchange and system loss studies o Line Paralleling/ Crossing studies Special Studies o Sub -Synchronous Resonance (SSR)/Sub-Synchronous Control Interaction (SSCI) Studies o Harmonic Assessments o Electro -magnetic Transient Studies o Dynamic Model Development for Wind Turbines o Dynamic Model Development for Emerging Technologies such as battery storage and Compressed Air Energy Storage (CAES) 4 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 m m u V O N 3 E N N L n m m Y y CO rou C g a O W d0 GJWQQ VW C W V WJ m m u V O a 06 W C m m CO rou C g a O J Y C YE t j a c A ro e z d w i 8 g n m be C W C CO rou C g a O fin w C YE t C g r z d w i 8 g n 4 N y L V ti C M m w H N Z 4 N S U r m E c-- itl 3' a 5 a O C YE t C g r z d w i 8 g n ti C M m r m DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 3. Capability Statement a. Team Experience, Capabilities & Relevant Projects 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience GL PWR Solutions Inc. has considerable experience in terms of providing the following services to utilities across ERCOT and other parts of North America: Transmission Planning, Data Submission & Technical Support — GL PWR Solutions Inc. has provided technical consulting services for all transmission planning services for various electric utilities in ERCOT including Denton Municipal Electric (DME), CTT, WETT, Sharyland Utilities, Lonestar Transmission and TMPA. Additionally, GL PWR Solutions Inc. has performed special studies such as Reactive Optimal Power Flow (OPF) and Load Modeling evaluations for Los Angeles Department of Water & Power (LADWP) and similar engagements for utilities outside ERCOT. Transmission Project Justification vis-a-vis regional planning criteria — GL PWR Solutions Inc. has been instrumental in performing the transmission planning studies to justify numerous projects through the ERCOT RPG process including: o Sharyland-AEP 345kV Cross Valley Project o Houston Import Project (HIP) o Lower Rio Grande Valley (LRGV) Import Study o Lubbock Power &Light (LP&L) ERCOT Integration Assessment o Sharyland Railroad DC Tie Expansion o TMPA Transformer Replacement & Reactor Re -Configuration o 138kV Denton Loop Upgrades o Sharyland Stanton/Midland Upgrades — Atlas Driver Station o Numerous other RPG submissions on behalf ofother utility clients Technical support associated with NERC TP and FERC 715 compliance — GL PWR Solutions Inc. has provided technical consulting services associated with NERC TP Compliance and FERC 715 filing for each of the ERCOT utilities mentioned above. Generation Interconnection Studies — GL PWR Solutions Inc. has performed over 50 full interconnection studies on behalf of various utilities in ERCOT. The full interconnection studies have typically spanned the following assessments: o Steady State Study o Short Circuit Study o Transient Stability Study o Facility Study 6 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Specific projects demonstrating GL PWR Solutions Inc. team expertise in transmission planning are outlined below: Project: ERCOT Voltage Ride Through Study Customer: Electric Reliability Council ofTexas (ERCOT) Duration: June 'og — July'10 Objective Assess impact of lack of WGR VRT capability on reliability of ERCOT system as whole Team Contribution Novel "voltage -profile" based approach for WGR collection system aggregation — White Paper adopted by ERCOT Novel automation techniques to develop detailed WGR collection system models — 80 WGR models in 2 months First study of its kind in U.S Successfully completed in time and within budget Presented new findings at ERCOT DWG, RPG & ROS forums Team received "standing ovation" at ROS Project: Transmission Planning & Generation Interconnect Studies Customer: Sharyland Utilities, WETT & CTT Duration: June -Sep 'og — Present Objective Perform all transmission planning & generation interconnection activities/studies on behalf of the utilities Team Contribution Represent and/or provide technical expertise to customer in various ERCOT forums i.e. SSWG, SPWG & DWG Coordinate all generation interconnection meeting, modeling, study and reporting activities Provide training to customer staff to assist development of internal capability Coordinate between planning and D&E teams & develop planning criteria Performing Switching, TOV and TRV studies for Sharyland & WETT DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Project: Transmission Planning & Special Studies Customer: American Electric Power (AEP)/ Electric Transmission Texas ETT) Duration: July'10 — Present Objective Assist AEP/ETT in high end niche studies and resource training activities Team Contribution Assist AEP/ETT in development of accurate WG short circuit models from detailed PSS/E and/or PSCAD based models Train AEP/ETT personnel of WGR collection system development and aggregation automation Train AEP/ETT personnel on automation utilizing scripting languages Python, VB and BASIC Project: Long Range T&D Study Customer: Midwest Utility, SPP Duration: Sep'og — March `11 Objective Perform 20 year long range T&D study Team Contribution Integrated approach to assess impact of transmission improvements on distribution system & vice -versa Industry First Capital expansion plan, inclusive of the expansion costs Budgetary estimates Ranked recommendations and timelines/ schedules Project: LGEE System Transmission Assessment 2012-14 Customer: E.ON U.S. Transmission, Lewisville, Kentucky Duration: September 'io — December `10 Objective Assessment of the Transmission System for the years 2011 and 2014 Assessment of continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards Team Contribution Assessment of LGEE and neighboring transmission system reliability in the wake of NERC Category B/C/D contingencies from steady state standpoint 8 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Identification of reliability concerns under specific contingency conditions based on E.ON Planning Guidelines and mitigation measures Assess the continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards. Provide line items that summarize the current E.ON U.S. Planning Guidelines and compliance with the NERC TPL standards. Project: 345kV Line Paralleling Study Customer: Wind Energy Transmission Texas (WETT) Duration: July'io — December'lo Objective Assess the impact of paralleling new proposed CREZ WETT 345kV lines to existing 345kV lines on the reliability of the resulting ERCOT network Team Contribution Development of novel approach to assess the reliability implications of paralleling new 345kV transmission lines with existing 345kV lines Assessment performed from a steady state and dynamic standpoint S -L -G, 3 -Phase & faultless outages assessed as part of the transient stability assessment Dr. Sahni served as subject matter expert witness on behalf of WETT at the PUCT hearings Project: Independent Assessment of need for 765kV PATH project Customer: West Virginia Public Service Commission (WVPSC) Duration: July'og — May `u Objective Perform independent assessment for the need of 765kV Potomac Appalachian Transmission Highway (PATH) project Team Contribution Dr. Sahni expert witness on behalf of WVPSC PATH project delayed by an year based on team's assessment Direct review and interrogatories with Director of PJM transmission Complex Generation Deliverability, Load Deliverability & P -V analysis DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Project: Reactive Needs Assessment & Specification Development Customer: Texas Municipal Power Agency (TMPA) Client Contact Information: Ahmad Saboor, 972-205-3480 Duration: 2013 Study Scope Performed reactive needs assessment to evaluate the optimal reactor additions required to maintain adequate voltages on the transmission system Reviewed and developed PRC -023 and PRC -005 specifications for TMPA Team Contribution Performed steady state Ac power flow analysis under normal operating and contingency conditions to assess the optimal reactor additions required Ensured timely approval of projects providing technical support for any questions during the stakeholder review process Developed the PRC -023 and PRC-oo05 standards for TMPA based on review of their protection philosophy, system topology and NERC requirements. Other Transmission Planning Projects Battery Energy Storage (BES) system model development in PSS/E, Altairnano Inc Load Composition, Modeling & Reactive Power Optimization Study, LADWP Transmission Tariff Study, ESKOM, Republic of South Africa 40okV Transmission Line Feasibility Study, USTDA, Jordan Prakiraan EHV Transmission System Adequacy Assessment, USTDA, Indonesia Georgia EHV Transmission Line Project, Georgia 1() DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 3.1E-2. GL PWR Solutions Inc. Team Expertise Sunil Talati, P.E — Head ofDepartment Sunil Talati has over twenty years of experience in project management, marketing and engineering design of electrical systems with an extensive background in power system analysis. Included in this experience is the development of generation, distribution and control systems for transportation, industrial, commercial, institutional and airborne vehicle projects. He has vast experience in assessing transmission and distribution system requirements and performing detailed design and operational studies for power systems at all voltage levels for many countries including USA, Ireland, India, Bangladesh, Turkey, United Kingdom, Honduras, El Salvador, Dominican Republic, Russia, Georgia, Jordan, Indonesia, Ecuador and Venezuela. Sunil is currently responsible for the direction of electrical power system studies including technical and economic assessment of a power plant interconnection to the transmission networks. Sunil also has extensive experience in the Locational Marginal Pricing and other economic studies. Mandhir Sahni, PhD — Head ofSection Mandhir Sahni has over twelve (12) years of experience in generation & transmission planning in deregulated energy markets in the U.S including power system planning, power quality, stability, Electro -Magnetic Transient (EMT) studies, Sub -Synchronous Control Interaction/ Resonance studies, transmission congestion/curtailment assessment and protection co-ordination analysis with an extensive background in power system analysis. Dr. Sahni currently oversees the generation/transmission planning and special studies group within GL PWR Solutions Inc. including all transmission planning for utility clients, full interconnection studies, annual planning assessments, transient stability studies and detailed SSR/SSCI studies. Dr. Sahni also leads the modeling and grid integration of emerging technologies (battery storage, compressed air energy storage etc) effort at GL PWR Solutions Inc.. Dr. Sahni has served as the principal in -charge on numerous direct engagements with ISOs/Utilities including Electric Reliability Council of Texas (ERCOT) Voltage Ride -Through (VRT) study, ERCOT SSR/SSCI training and all transmission planning efforts for electric utilities such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Lonestar Transmission, Denton Municipal Electric (DME), Texas Municipal Power Agency TMPA), Tennessee Valley Authority (TVA), Entergy & Cross Texas Transmission (CTT). Dr. Sahni has been significantly involved in the design and planning efforts associated with $SB Competitive Renewable Energy Zone (CREZ) transmission development in ERCOT including serving as expert consultant and technical advisor to all utility clients on issues such as reactive power planning, voltage stability concerns, series capacitor 9 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL design and over-all CREZ transmission planning. Dr. Sahni has also assisted numerous utilities in development of planning procedures and criteria in accordance with NERC TPL-00i through TPL-004 standards and regional planning criteria. Dr. Sahni has served as expert witness on numerous occasions on behalf of various utility clients. Dr. Sahni has worked extensively with ISOs/RTOs, electric utilities and turbine vendors for the development, testing and validation of detailed dynamic models associated with various wind turbine technologies. Dr. Sahni served as principal in -charge on the ERCOT Voltage ride Through Study, an effort that entailed the detailed modeling and validation of steady state and dynamic models associated with approximately $S wind power plants 9000 MW) connected to the Texas grid. As part of this effort, Dr. Sahni has performed extensive work on modeling and control of wind power plants, detailed model development of wind power plants, automation techniques for model development & aggregation of wind power plant models. Included in this extensive experience, is the development and validation of detailed user -defined dynamic models for various wind turbine technologies in PSS/E and PSCAD spanning DFIG and full -converter wind turbines. Dr. Sahni is also one of the leading experts on modeling & analysis of Sub - Synchronous Control Interaction (SSCI) between wind turbine technologies and series compensated transmission lines. Dr. Sahni has pioneered the current injection approach to perform turbine side scans to evaluate the susceptibility of DFIG turbines to SSCI issues. Dr. Sahni is working with numerous wind turbine vendors in order to assist in the development of detailed models suitable for SSCI studies and transient/dynamic stability studies. Dr. Sahni has also performed extensive work on dynamic model calibration associated with models for various dynamic devices including conventional generators, wind generation resources, Dynamic VAR devices and dynamic load models. Dr. Sahni has served as principal in -charge on numerous transmission planning, dynamic modeling and stability analysis across various ISOs/RTOs in the U.S spanning CAISO, SPP, MISO, PJM & NY ISO. Dr. Sahni has also served as principal in -charge on numerous international engagements associated with transmission system planning/expansion studies (load flow, short circuit, stability, protection co-ordination, insulation co-ordination) and reliability impact studies including Taiwan Power, National Electric Power Company (NEPCO), Jordan, Saudi Arabia, Georgia and Indonesia. Dr. Sahni has authored numerous proposals as principal in -charge spanning all aspects of power system planning and special studies. Dr. Sahni has published numerous journal, conference & invited expert panel session papers documenting the findings of his research. Dr. Sahni has been invited as a subject matter expert in power system planning and grid integration of renewable/emerging technologies by numerous ISOs, utilities and government entities in the US. Satish Nath, PhD — Lead Consultant Dr. Satish Natti has over ro+ years of research and industry experience in power system planning, reliability and asset management. He has provided consulting support to DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 N - DNV•GL various ISOs, utilities and developers in transmission & distribution planning and interconnection of conventional and renewable generation. Dr. Natti has taught Introduction to PSS®E (steady state and dynamics)" and "Wind Integration Courses" on behalf of Power Academy at Siemens PTI. Dr. Natti's industry experience includes studying integration of renewable resources (Wind and PV) and Microgrid system applications. He has working experience with CREZ transmission system in defining shunt and series compensation for Lone Star transmission lines. His experience also includes analyzing the impacts of several wind farms in Texas. He has been involved in analyzing the steady state and dynamic behavior of transmission and distribution networks by performing steady state (load flow, PV/QV, flowgate, etc.) analysis, transfer capability studies, dynamic stability studies, switching transient studies EMTP/PSCAD), short circuit studies, feasibility studies, impact studies and due - diligence studies. Charles Gibune — Senior Engineer, Generation & Transmission Planning Charles Gibune has over five years of experience in power market analysis, power flow analysis with an extensive background in conducting economic analysis of transmission and generation projects through LMP process. Mr. Gibune is currently part of a team of transmission planners responsible for performing Full Interconnection studies (FIS) for all generation interconnection studies allocated to WETT and CTT. He is experienced in implementing LMP calculations and projections algorithms, which are being implemented on the PJM, NYISO, ERCOT, MISO and ISO -NE systems. Mr Gibune worked with Veritas Economic Consulting Inc to utilize these economic models to assess the reliability impacts of closed -cycle cooling retrofits for various de -regulated markets across the U.S. as per EPA ruling 316-b. Charles's expertise in the various ISO systems includes good understanding of the current transmission topology and analyzing the performance of ISO markets under nodal environment via qualitative and quantitative assessments. He is experienced in PROMOD utilizing the Security Constrained Economic Dispatch to determine/forecast futuristic hourly LMPs and identify transmission elements causing congestion/curtailment if any for projects being studied. Included in his experience is the development of automation process to operate Power World utilizing the Security constraint optimal Power Flow (SCOPF) to determine the hourly LMPs after incorporating the unit commitment, perform contingency analysis, Available Transfer Studies (ATC) etc. He received his Bahcelor and Master's degree in Electrical Engineering with emphasis on power system analysis from University of Texas, Arlington. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Prashanth Buyanni — Lead Consultant, Transmission Planning & Economic Studies Prashanth Buyanni has over five years of experience in transmission planning and power market studies. Before joining PWR team, Prashanth worked for Southwestern Public Service Company (SPS) as a transmission planner for about four years. His experience with SPS includes performing yearly NERC TPL compliance studies, load interconnection studies as per SPP AQ process, responding to SPP ITPio and ITPNT needs with transmission solution ideas and reviewing SPP AQ studies for consistency. He also played an active role during the SPP High Priority Incremental Load study HPILS) by developing 345kV transmission solutions for the SPS footprint in the SE New Mexico area. He was also actively involved in the recently concluded 2015 SPP FERC Order l000 process and worked as a liaison between transmission planning and various other engineering departments for submitting DPPs to SPP. He also served as a Subject Matter Expert (SME) during the NERC TPL compliance audit for SPS. His experience with transmission planning tools includes PSS/E and PSS/MUST. Prashanth Buyanni has also experience using PSS/MOD software used by SPP and its members for submitting projects for model development. Mr. Buyanni is currently part of transmission and economic modeling group at PWR. He received his Master's degree in Electrical Engineering with emphasis on power system analysis from New Mexico State University. Venkata Vishwanadham — Consultant Venkata Surya Viswanadham has over three years of power system consulting experience performing contingency analysis, generation and transmission interconnection studies. Mr. Viswanadham is currently part of a team of transmission planners responsible for performing Full Interconnection Studies (FIS) for generation interconnection studies allocated to CTT, WETT and Sharyland Utilities. Mr. Viswanadham has gained a considerable expertise of CREZ TSP's and ERCOT transmission systems during his employment with GL PWR Solutions Inc. — a DNV GL group company. He is also responsible for the long term transmission planning and reliability of CTT transmission system. He has worked with Siemens PTI with an expertise in performing power system simulation studies in PSS/E and Power World tools. He worked with team of transmission planners responsible for long term expansion planning of Entergy transmission foot print during his internship at Entergy Services Inc. He received a Bachelor of Technology degree in Electrical Engineering from Jawaharlal Nehru Technological University, India. He holds a Master's degree in Electrical Engineering with an emphasis in power systems from Mississippi State University. 14 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL Nitin Prakash, Power System Research & PIanning Engineer Mr. Nitin Prakash has expertise in power flow, contingency analysis studies, and dynamic simulations studies. He is a proficient user of both PSS/E (Siemens PTI) and PowerWorld. Nitin Prakash has experience in the dynamic modeling of power systems including grid interconnection stability studies, VRT studies and dynamic modeling of new technologies such as wind, solar and energy storage devices. As a part of the master's research work Nitin has worked with the Salt River Project, a local utility in Arizona on a research project related to large scale solar PV integration in Arizona transmission grid. He is proficient in computer programming languages such as C, C++ and JAVA. Previously, he has worked with Schneider Electric, Mercedes Benz Research Development, and Intel Corporation in internship positions. He also holds a master's degree in Physics. Jigisha Desai, PE — Senior Engineer Jigisha Desai has over eight years of experience in the field of design, distribution & transmission system study & analysis. Jigisha has extensive knowledge in the field of design and engineering for large and small projects, project management & power system studies for 240V to 50o kV levels. Jigisha has executed various design and engineering projects that include detail design of exterior lighting and electrical distribution system for educational, rail & transportation facilities. Construction coordination and management was a part for the engineering projects. The project management experience includes man hour estimation, budget control and material ordering for various types of projects. Jigisha has executed several construction management projects and has useful onsite problem solving skills. Jigisha has worked on several transmission and distribution system studies using ETAP/ ASPEN/ POWERWORLD/MILSOFT using both ANSI and IEC standards. These projects include load flow analysis, short circuit analysis, protective device coordination analysis, arc flash analysis, Motor Starting, cable Ampacity analysis, contingency analysis & feasibility study. The studies would mainly involve data collection, detail model development, performing required studies using the software with different scenarios, filtering and analyzing the results to make reports and recommendations. These may involve detail design and engineering for the system to explore alternate recommendations. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 GL PWR SOLUTIONS INC. TEAM ORG CHART AlLffw"', - 0N I C I 01 \ E LECiAIC Contract Manager Project Sponsor Sunil Talati, P.E. Mandhir Sahni, PhD Steady State Team Charles Gibune Meichen Chen 16 Project Manager Technical Advisor Charles Gibune Mandhir Sahni, PhD Short Circuit Team Neeraj Karnik, P.E. Venkata Viswanadham Dynamics Team Satish Natti Nitin Prakash Ami Bhanvadia, P.E. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL 4. 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. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 RP7 i7J'I l° ONV•GL 5. 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 PWR 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. 1s DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 6. Customer References Reference #1 - Julius Horvath, Planning & Operations Manager, Wind Energy Transmission Texas, (512) 496-9186, julius.horvath@windenergyoftexas.com Reference #2 - Bill Bojorquez, Vice President, Transmission Planning, Hunt Transmission 190o N Akard St, Dallas, TX -75201, (512)-1171-0965, BBojorquez@hunttransmission.com Reference #3 - Tim Cook, Manager, Transmission Planning, Cross Texas Transmission, (636) -236-7197, TCook@LSPower.com 19 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 7. Bidder subcontractor list None DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Nxm IDNV•GL 8. Proposed Scope of Work a. Background Based on the services requested by DME, GL PWR Solutions Inc. envisions the scope to comprise of the following key tasks: Task #1— NERC TPL-ooi-4 Annual Planning/FERC 715 Filing Study Task #2 — Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval Task #3 — ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions Task #4 — ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions Task #5 — ERCOT Dynamics Working Group (DWG) Data Modeling & Submissions Task #6 — ERCOT Contingency/ Data Dictionary Updates Task #7 — Technical Support on TP NERC Compliance and FERC 715 filing Task #8 — Geo -magnetic Disturbance (GMD) Model Development & Validation Task #9 — Full Interconnection Study for proposed projects. Scope of Work will be provided on a project by project basis The ensuing sub -sections provide an overview of GL PWR Solutions Int.'s approach associated with each task comprising the over-all scope of work. b. Task is NERC TPL-oos-4 Annual Planning/FERC 715 Filing Study The annual long-term planning study is expected to comprise of the following activities in consistency with the requirements of the FERC 715 filing: TO Entity Identification & Certification Regional Power Flow Base Cases Transmission Facility Maps & One -lines Transmission Planning/Performance Criteria Transmission Planning/Performance Assessment Guidelines Annual Transmission Planning & Evaluation TO Identification & Certification 21 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL GL PWR Solutions Inc. envisions a majority ofthis task to be completed by DME since it involves providing details associated with the TO performing the filing. However, as needed, GL PWR Solutions Inc. would provide assistance based on similar FERC 715 filings prepared by GL PWR Solutions Inc. including those prepared on behalf of DME. The task primarily comprises of the following: a. Identification and Certification document outlining the utility name, physical address, contact person, certification from certifying officer and associated contact details b. Cover Letter from DME outlining the organization and contents of the entire FERC Form 715 submission Regional Power Flow Base Cases As part of this task, the most current and updated regional power flow base cases with DME's transmission facilities accurately validated have to be developed to be submitted along with the filing. The SOW associated with this task, as envisioned by GL PWR Solutions Inc., comprises of the following: In case of ERCOT, the Steady State Working Group (SSWG) develops the planning cases. For the FERC 715 filing the SSWG cases spanning a 6 -year planning horizon are utilized. Most utilities do not submit any regional power flow cases beyond the horizon spanned by ERCOT SSWG. The ERCOT SSWG planning cases are expected to be utilized for the long-term planning assessment. A typical SSWG case set includes the following transmission models associated with the 6 -year horizon: o (Current Year (CY) + 1) SUM o (Current Year (CY) + 2) SUM o (Current Year (CY) + 3) SUM o (Current Year (CY) + 3) MIN o (Current Year (CY) +3) HWLL o (Current Year (CY) + 4) SUM o (Current Year (CY) + 5) SUM o (Current Year (CY) + 6) SUM Each of the aforementioned cases would be checked to ensure accurate modeling of DME's existing transmission facilities associated with the timeframe of the power flow case The cases to be used as the base case for the study case development will be selected in accordance with the NERC TPL-001-4 requirements The transmission topology, as reflected in the SSWG cases, would be compared with the latest transmission and sub -station project summary as provided by DME. Transmission system enhancements submitted on behalf of DME based on the latest annual planning study and the Transmission Project Information Tracking (TPIT) updates will be validated. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Win, :.. -. ::• ONV•GL Any updates/modifications to the case, if needed, would be performed utilizing Planning Model Change Requests (PMCRs) in ERCOT MODWeb accompanied with adequate documentation and the rationale behind the change. The PMCR files would also be provided to DME as part of the deliverables for this task. The resulting cases would be utilized as "study case" for the annual long term planning assessment. Transmission Facility Maps, Breaker Diagrams & Description GL PWR Solutions Inc. envisions a majority of this task to be completed by DME. However, in this case, GL PWR Solutions Inc. would utilize the transmission facility and/or breaker diagram maps provided by DME to corroborate the same with the latest transmission topology as depicted in the forward year cases and vice -versa. The task primarily comprises of the following: DME would be required to submit detailed transmission facility maps for their existing transmission system within the ERCOT system Additionally, bus/breaker arrangements for all 138kV and/or 69kV stations owned/operated by DME would need to be submitted GL PWR Solutions Inc. would ensure for consistency in terms of the transmission topology depicted in the maps/station diagrams vis-a-vis the forward year cases in terms of the city's transmission facilities The transmission facility maps and/or breaker diagrams would be accompanied with a document providing a brief overview of the transmission facilities owned/operated by DME as per the maps/diagrams submitted Transmission Planning/Performance Criteria One of the integral aspects of the FERC 715 filing for each TO is to provide a transmission planning/performance criteria that it utilizes to gauge the performance of its transmission network. Typically, the regional ISO planning criteria and the NERC planning criteria serve as over -arching guidelines. In DME's case, the task would comprise of the following: DME's Transmission Planning/Performance Criteria document outlining the criteria utilized to assess the reliable performance of its transmission system within the planning horizon would need to be submitted. In the absence of an explicit planning/performance criteria, GL PWR Solutions Inc. would explore the following 2 options: o Utilize ERCOT Planning Criteria as their default planning/ performance criteria and attach the same as an Exhibit o Develop a planning criteria based on the ERCOT Planning Criteria, NERC Planning (TPL-001-4) standards and the planning criteria for neighboring utilities 3 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 N3T"'Y.S"@ ai ft.x' DNV•GL GL PWR Solutions Inc. does possess and comprehensively understand the ERCOT Planning/NERC TPL-ool-4 Criteria and has assisted numerous new ERCOT utilities in drafting their planning/performance criteria Transmission Planning/Performance Assessment Guidelines Typically most utilities defer to the NERC TPL-ooi-4 transmission planning standards as the planning assessment and evaluation standards. GL PWR Solutions Inc. possesses and comprehensively understands the application of the TPL standards on transmission facilities rated 69kV and above. GL PWR Solutions Inc. intends to utilize the same to perform the long-term transmission planning evaluation for DME's transmission facilities. Exhibit 2 depicts the NERC TPL-ool-4 standards. Annual Transmission Planning Study One of the most significant aspects of the FERC 715 filing is the annual transmission planning and evaluation report outlining the assessment of the performance of DME's transmission facilities over the long-term planning horizon. The scope of work associated with this task, as envisioned by GL PWR Solutions Inc., would comprise of the following: a. Data Collection & Validation Obtain ERCOT SSWG planning Cases for relevant year Validate accurate modeling of DME's existing transmission facilities Validate accurate connections for DME's existing transmission facilities with neighboring utilities Utilize DME's latest Transmission & Sub -station Project Summary in conjunction with the latest ERCOT Transmission Project Information Tracking (TPIT) updates to evaluate the incorporation of planned transmission enhancements in the relevant year DSA & DSB cases Assess the load and generation status/levels on the DME's and neighboring transmission facilities Develop study cases for the planning horizon Utilize DME's long-term load forecast to develop a long-term case beyond the horizon spanned by the DSB cases, if needed b. Contingency Event Definitions & System Monitoring Settings Obtain relevant contingencies on DME's and neighboring transmission system from the latest ERCOT Planning Contingency 4 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL File & DME contingency files. The contingency events evaluated should span NERC Category Po -P7 and extreme events Review DME contingency files in the wake of updated transmission topology to identify any changes and/or modifications Work with neighboring TSPs to identify relevant NERC Category contingencies Identify the following system performance/ evaluation criteria for DME and neighboring transmission facilities for normal operation and contingency conditions: Thermal Rating for transmission system elements to assess transmission system overloads Voltage Magnitude Range for assessing voltage magnitude violations Voltage Deviation Range for assessing voltage deviation violations pre and post -contingency c. Annual Transmission Assessment Perform steady state AC Power Flow and Contingency analysis for each of the planning year cases including long term case Identify any transmission system performance violations based on the criteria outlined above Observe and document the first year of occurrence of each transmission system issue and exacerbation levels for the subsequent years Identify if any of DME's planned transmission system enhancements alleviate the transmission system violation. If so, note the expected in-service date of the proposed transmission system enhancement vis-a-vis the first occurrence of the concern Study relevant transmission enhancement scenarios to assess the optimal scenario to ensure reliable operation of DME facilities Document performance of each scenario for DME review and provide independent recommendations. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 J i z n 7 i i z L F w j? R zz 9 F W aL E G OS q a LL . C a cq Q yrr C tq :O ci C Cd ca Q LL 2 4 Vj 3 CO 7 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 J v LL O I I I i LU LU i i N y i W Gn C- lia— ilia — qq Cq DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 iii m 2 fm AT O c4 n a 0 0 a V W z i b c N A ffi F N J VJ o CL Q, x DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ti ~ LD CIt Ci, o E c 5. 25 69 % u on m y itp N n Li a w 0 in H ma. . H tirf i E L d m . E 52 n a m m m LOP op D l4 J H • Z 45mL42Lu gy m43 E m a m ro '" IZ Z0 CA aS J i4 B 0 E E 0 7 IC coLco 4i ca m DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 U lc bio O r Aan v 'mai n co rz cl v4d 00 3 Cd oci QO r. cu V cz U U co ;g O 0 7:1 w a - cd -d a '° a4 V cUr to cn a a ° ca oma. cz v' °,cn ao r, o o 0 j CU J ar " -d o m bi a aUi F ai Ey Z 0-0 a' O o 5a U wom cVi -C CDm wO 0}'w y a 3 O V •O w cz w0fn4 U p}ca C14 (DO v1 U 4J y O s, r C/ a 7 1 b -0 1 y aV O 0 moo aye 3a Cd 4-1 oca jV U a O V 0 O CdcuO l W F ci m >M Gi w m r. co w O w w O M ;: S sem., O R r; +V-• O' 0 -d U r y O w ' U bA d p cacncnc, cq F. H C F' c, rA O ay1 COO U cid bi0 w riGz, P, Aal 0N rn ( 'b co 0 .— d cti GC; 4 U 5 cz r.-, O 'd. uVi y x ww cl it co F, V V ) O U y y v t+ y R+ V V x Vi a bq C O 0 CU co v cnr. U O 0-4 14H .' V GQ y W U W •'S O w a e .o DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 1-4 d4 ocoao a40C4Ob 4-1 0 4DUp ? p - Z > O tom. ' b roti- p Ow c. 0 75 c+- D Lir co " O ." W p, "' co *' ++ LO m WU •L; cn " cts UKW ~ Oraj UCN - t, Q)wb " O ' 'b Q Q) P!p I.-, 4-1 b0 "" vi U .+ p N QJ y cdvcd , 5 4-0 c. U (iii ,f,,• . cU. O r+ U Q) tvC Q) Ln O rn o ... , o wx It s C) ' — Qu o 4- m ar +- o w A 43 O O z 'd V 1 bA >7 O y4.1 .:. co w cz . a+ ^- U 9 1 cc 00 LO TQ) F. y r O+ O F4 py L: ice.+ - -, " n! 'obi O M4" U O + O a Q) 41 4-1 4 .O 00O p O r. 9)b a3 ` W a, CJ Rav P4 C,3 tl O D U Qr" j ++ 0 00 •- a` ) O y O A, U; ""' v ca U F, O cti O U O p U Q) • E b w 0 W O 71 n O U ami O O k tiO1yR, F d a ' U ¢. t, . C. w 13 NC: 3z14;"4 in V) E o o C cr ti `n C', O aA x O +' W W U C) M cd O 0 Ld U y GQ Q) w O rn y U ZM A U A p 0 O -4 14M DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL d. Annual Transmission Evaluation Report Develop annual transmission assessment report outlining the following aspects: Study Approach & Assumptions Base Case Violations & Year of Occurrence Transmission Enhancement Scenario Definitions & Performance Results & Key Observations Provide a summarized description of the recommended transmission solution associated with identified concerns accompanied with approximate schedule of the enhancements comprising the solution Short Circuit & Breaker Adequacy Assessment The scope of work associated with this phase, as envisioned by GL PWR Solutions Inc., would comprise of the following: o The ERCOT SPWG Future Year (FY) cases over a 4 -year horizon would be utilized as the base cases for the assessment. The cases would be reviewed to ensure accurate modeling of DME facilities from a short circuit standpoint. Additionally, the cases will be reviewed to ensure accurate representation of generation interconnections associated with DME and/or neighboring facilities, if any. o The most updated DME station configurations would be utilized to model the breaker configurations into the bus -branch model obtained from ERCOT. The following aspects will be taken into account during the development of the breaker model: Breaker configuration (breaker and a half, double bus double breaker etc) Transmission system elements protected by each breaker Breaker Rating (kA) Rating Method (IEEE/ANSI) Interrupting Time Contact Parting Time a A comprehensive breaker adequacy assessment will be performed for all DME facilities utilizing the Breaker Rating Module (BRM) in ASPEN One-liner. o The results of the breaker adequacy assessment will provide the maximum duty experienced at each breaker across a range of short circuit events with variations including but not limited to the following: Fault Type Fault Location Transmission configuration prior to fault (line open etc) Transient Stability Assessment The scope of work associated with this phase, as envisioned by GL PWR Solutions Inc., would comprise of the following: 2 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Dynamic Dataset Review & Initialization a. The relevant ERCOT DWG future year dynamic dataset would be utilized for the transient stability assessment. The dynamic dataset will be reviewed to ensure that most updated parameters are utilized to represent the DME transmission facilities. b. The generation level modeled on/around DME facilities and the neighboring region will he reviewed to ensure its consistency with the latest status of generation interconnections associated with DME and neighboring facilities. c. Run a 10 -sec no disturbance flat start to ensure acceptable dynamic initialization of the dynamic dataset while monitoring the maximum deviations associated with the following power system quantities: Rotor Angles for conventional generation units Terminal Voltages for all generation units Active Power Output for all generation units Definition of Dynamic Events a. Define and develop dynamic events spanning NERC category P1 -P7 and extreme event conditions for all DME and neighboring transmission system facilities. The dynamic events associated with neighboring transmission facilities will be limited to those involving DME facilities. b. Specifically speaking, the dynamic events would include the following: 3 -Phase fault based normal clearing events (NERC Category P1 -P3, P6 -P7 events) S -L -G fault based delayed clearing events (NERC Category P4 -P$ events) Delayed clearing events will be defined by virtue of breaker failure and/or system protection failure conditions 3 -Phase fault based normal clearing events associated with outages of lines in a common corridor and/or outage of DME stations (NERC extreme events) c. The normal and delayed clearing events and durations will be decided in discussion with DME. Dynamic Simulation & System Assessment a. Perform transient stability simulations for each of the aforementioned normal and delayed clearing events associated with the DME system. b. The following aspects would be utilized to assess the performance of the DME transmission system under the various dynamic events outlined above: Rotor angle and voltage stability assessment Transient Voltage Recovery Criteria System Damping 33 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 0NV•GL c. The performance of the DME system for varying dynamic events spanning NERC Category P1 -P7 and extreme events will be based on a combination of the DME Planning Criteria, ERCOT Planning Criteria and NERC TPL-oo1-4 standards. Transient Stability Study Report a. Develop a transient stability assessment report outlining the following aspects: Study Methodology & Assumptions Dynamic Event Definitions with specification associated with NERC Categories for each event Simulation Results & Observations Dynamic Events of concerns b. Provide a summarized description of any violations of the DME Planning Criteria, ERCOT Planning Criteria and/or NERC TPL-oo1-4 standards for the entire range of dynamic events assessed. c. Task 2: Transmission Project Evaluation, Validation and ERGOT RPG Evaluation The results of the annual planning and FERC 715 filing study will be utilized to evaluate the need for transmission system enhancements and/or new projects on the DME and/or neighboring transmission system. GL PWR Solutions Inc. will work with DME and other interconnected utilities to develop justification for the projects based on the ERCOT reliability criteria. The same will include the following: Performing additional power flow evaluations to ensure justification of the project from an ERCOT planning criteria standpoint including but not limited to: o N-1 Contingency Analysis o N-1 + G-1 Condition Assessment o X -1+N-1 Condition Assessment (for 345/138kV autos only) o N-1-1 Condition Assessment in line with ERCOT N-1-1 assessment criteria Review the studies performed by neighboring utilities to ensure optimal system benefits from a DME standpoint and adequate justification for reliability projects Develop ERCOT RPG submissions on behalf of DME to submit to ERCOT and coordinate the following: o Response to any comments from ERCOT/stakeholders o Providing any clarifications required on the technical and/or cost estimate assumptions Development of TPIT submissions to ERCOT for approved projects Development of Planning Model Change Request (PMCR) submissions for approved projects to ensure modeling into the future cases GL PWR Solutions Inc. will ensure that each RPG submittal made to ERCOT on behalf of DME is followed through to its logical conclusion while coordinating communication between DME, ERCOT and any other relevant stakeholders. 34 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL d. Task 3: ERCOT SSWG Data Modeling & Submissions Apart from performing the annual long-term transmission planning assessment for DME, the scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT steady state transmission models. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT SSWG data submissions: ERCOT SSWG data Submissions o Develop relevant category Planning Model Change Requests (PMCRs) associated with DME facilities o Submit PMCRs using MODWeb o Review each pass of the SSWG planning cases to ensure accurate representation of DME facilities o Participate in case building exercises at ERCOT on behalf of DME o Review/perform subsequent TPIT updates associated with the SSGW cases e. Task 4: ERCOT SPWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT system protection transmission models. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT SPWG data submissions: ERCOT SPWG FY cases o Ensure accurate representation of planned DME facilities in Current Year (CY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of planned DME facilities in Future Year (FY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of transmission upgrades/enhancements in the protection cases o Review each pass associated with the future year SPWG cases in terms of DME facilities f. Task 5: ERCOT DWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT dynamic datasets. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT DWG data submissions: ERCOT DWG Current & Future Year Dynamic Datasets 35 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 VA SIA!, DNV•GL o Ensure accurate representation of planned DME facilities in CY & FY DWG datasets from steady state and dynamic standpoint o Perform non -wind and wind flat start assessments to ensure acceptable deviations of relevant power system quantities o Assess dynamic response associated with DME facilities, if applicable g. Task b: ERCOT Contingency/Data Dictionary Updates Contingency Review/Updates o Review DME contingency definitions in Annual Planning contingency filesincludingNERCCategoryP1 -P7 and extreme events o Update contingency definitions associated with DME facilities based on changes/additions to DME transmission system facilities o Update 3 -Phase and S -L -G fault based dynamic event definitions for DME based on changes/additions to DME transmission system facilities Data Dictionary Updates o Review DME facilities in the ERCOT Data Dictionary to ensure accurate representation in terms of the following: Bus Name Bus Number Station Full Name Nominal kV Weather Zone o Update data dictionary to ensure inclusion of information associated with new DME facilities h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing Apart from performing the annual planning studies, GL PWR Solutions Inc. will also provide technical support to DME in terms of Transmission Planner (TP) NERC Compliance and FERC 715 filing including the following services: Development of documents required to demonstrate compliance with the TPL-oo1-4 forTREsubmissiononanannualbasis Development of documents required to demonstrate compliance with the MOD -o-10 and MOD -o-12 on an annual basis Response to any comments received by DME following the FERC 715 filing Response to any comments received by DME during a NERC TP audit from a technical standpoint Review of DME's planning criteria, MOD and FAC standards, if applicable Assist in all DME's planning efforts as required i6 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV -GL i. Task S: Geo -Magnetic Disturbance (GMD) model development and validation GL PWR Solutions Inc. will collaborate with DME and its vendors to gather the GIC related data associated with their facilities including: o Substation Data Geographic location of substations (longitude and latitude) Grounding resistance data for substations Substation numbers Earth Model including resistivity and thickness o Transformer Data DC resistance of all windings in ohms/phase Grounding DC resistance in ohms If equipped with GIC blocking device Transformer vector group based on winding connection and phase angles Type and number of the cores in transformer core design KFACTOR associated with the applicable transformers o Branch Data DC resistance associate with transmission lines Real and imaginary part of induced geoelectric voltage on the branches Identification of blocking GIC devices in lines o Shunts devices Bus numbers and circuit IDs (from ERCOT SSWG Case) DC resistance associated with shunt devices Grounding DC resistance GL PWR Solutions Inc. will develop the GIC models associated with the DME transmission facilities utilizing GIC related data (as obtained via the previous tasks) and steady state data as obtained from relevant ERCOT posted Steady State Working Group (SSWG) cases. In case of missing data, GL PWR Solutions Inc. will provide recommendations to DME on the approaches that can be utilized to obtain the appropriate data including field tests, if necessary. Upon completion of the GIC model development, PWR Solution will review the GIC models as developed above and perform test simulations to validate the GIC models and ensure the accuracy of the same. PWR Solution will provide support to submit the final GIC models as developed above to ERCOT in timely manner in line with NERC TPLo07-1 R2 and ERCOT PGDTF requirements. Provide technical support associated with meeting DME's obligations associated with NERC TPL-oo7-1 data submission only and ERCOT standpoint. i DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL j. Task 9: Full Interconnection Study The scope associated with the full interconnection study for the proposed project(s) will be provided on a project by project bases, if any. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL 9. Project Management Approach DNV GL boasts of a long and successful history of completing projects within schedule and budget. The GL PWR Solutions Inc. team puts together a comprehensive project management and quality assurance process in place prior to the initiation of each project. Key aspects of the project management and quality assurance approach are as shown below: Organization of kick-off meeting to ensure consistent understanding of scope, deliverables, timeframe and key challenges Identification of Principal In -Charge (PIC) and team leader from GL PWR Solutions Inc. Identification of project manager from customer side Identification of technical teams to be included in relevant correspondence from both sides Status update bi-weekly calls with the following agenda Action items from previous bi-weekly update Progress update from last 2 weeks Questions/ Clarifications Changes in scope/schedule Action Items for next 2 weeks The above bi-weekly updates have been observed to result in good communication and project management between the GL PWR Solutions Inc. Team and the customer. Additionally, GL PWR Solutions Inc. ensures that the project is executed in a collaborative fashion taking all inputs from the customer into account during the execution phase. The above updates also ensure a good check on the schedule and scope creep and provide bi-weekly updates to the customer PM in terms ofbudget expended to date. 39 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 baa ,...> • NV•GL io. Deliverables The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Task # i Deliverables o Updated regional power flow base cases spanning the study planning horizon (5 year and 6-10 year horizon) o Corroborate the transmission facility maps and/or station breaker diagrams vis-a- vis the latest transmission topology for DME facilities as per the SSWG cases o Long-term planning horizon transmission assessment: Final updated cases utilized for the assessment Contingency, System Monitoring and Sub -system files utilized to perform the assessment in PSS/E Study cases associated with the breaker adequacy assessment Comprehensive Report Study Approach & Assumptions Steady State Assessment Breaker Adequacy Assessment Transient stability Assessment Results & Key Observations Task #2 Deliverables o ERCOT RPG submission documents for each DME project requiring ERCOT independent review and/or comments o Response to ERCOT/stakeholder comments o Ensuring each project submission reaches its logical conclusion through the ERCOT review process o TPIT and PMCR submissions for approved projects Task #3 Deliverables o DME facility review, validation & updates for ERCOT SSWG planning cases and associated TPIT updates o PMCRs and/or idev files utilized to submit updates to SSWG on behalf of DME o Submission of device control profiles for SSWG planning eases on behalf of DME Task #4 Deliverables o DME facility review, validation & updates for ERCOT SPWG CY & FY cases Task #5 Deliverables o DME facility review, validation & updates for ERGOT DWG CY & FY cases Task #6 Deliverables o DME contingency review, validation & updates for ERCOT Planning contingencyfile o DME facility review, validation & updates for the ERCOT Data dictionary Task #7 Deliverables o Documents for demonstrating compliance with TPL-ool-4 o Documents for demonstrating compliance with MOD-o-io & MOD -0-12 4c3 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•SL o Review and comment on DME planning criteria, MOD and FAC standards if and as applicable to a TP Task #S Deliverables o GIC models associated with DME's transmission facilities o Technical support associated with meeting DME's obligations associated with NERC TPL-oox-7 data submission and ERCOT standpoint Task #9 Deliverables o Comprehensive steady state, short circuit, stability/VRT and facility study reports o Provide description of the proposed interconnection facilities, including cost estimates, one -line diagram and estimated time to complete the construction of such facilities 41 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL 11. Cost Proposal GL PWR Solutions Inc., based on its prior experience of providing such transmission planning, FERC 715 filing and NERC TP compliance support services, covenants the engagement strictly as described in the previous section at a fixed price (not to exceed) amount indicated in Exhibit 3. Some important comments with respect to the not -to -exceed budgetary estimate provided in Exhibit 3 are as follows: The cost estimate provided in Exhibit 3 assumes a 2% increase in GL PWR Solutions Inc. hourly rates on an annual basis. Having said that, GL PWR Solutions Inc. intends to notify DME by October 31St of the current year regarding the increase in the rates for the next year. The hourly rates utilized to develop budgetary estimates for future years are subject to change. However, with no significant change in the scope of work outlined in this proposal, GL PWR Solutions Inc. expects to maintain the budgetary estimates outlined in Exhibit 3 for the services to be provided to DME. The project sponsor from the GL PWR Solutions Inc. team will provide quarterly updates to DME in terms of the services provided year to date vis-a-vis the budget expended for the services. Quarterly updates will also be provided to DME in relation to the following: o Status of key scope of work items o Any significant change in scope and/or schedule o Key action items and goals for the next quarter o Feedback from DME in terms of quality and punctuality of service provided and GL PWR Solutions Inc. responsiveness to DME needs The aforementioned quarterly updates will be above and beyond the regular technical meetings and communication that GL PWR Solutions Inc. has proposed in the project management section. The intent of the quarterly updates is to ensure appropriate management of the service scope and budget both from a DME and GL PWR Solutions Inc. standpoint. Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus 5% Any additional services rendered to the client would be billed on a time and material basis, exclusive of tax, at the following hourly rates for 2016 and the specific rates agreed upon between GL PWR Solutions Inc. and DME for subsequent years: Principal........................................................................... $242.00 Project Manager.............................................................. $222.00 Lead Engineer................................................................... $191.00 SeniorEngineer................................................................ $175.00 Engineer............................................................................ $1.55.00 Project Administrator....................................................... $ 91.00 42 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CD OnWN l0 Q M Q Nq fh N WOpp'-rNN C 1 co ZN ONO N O CO N 00 00 r F00R Ni 00N V1N l0 C Q N ON Nrl ItN l!lN Ym N w ar N N 0 nyulU 1p V m Ln ul VY W N 110fQV C4 Ln N OV CO CO 00 H h N h 00 LnrvyLn lN NN d ry 00 C4 C3mOknLnLA i O tt V N Q y Q fm LAW00lDNNfY1flrif f, Ln rl M ry 0 Go QO J G6to e 1 1p N M m M S R aNVlD NQNrNNiwh VF iA to V A a a t v N 0 cOd 7 N N CL: o E m o_ E ob N O J] V1 J C CL C Ln a m c n D o u a w E n g W cC LL ate+ IppV b N v O Oa is m 2 dt'pmc°_; Geo tsN Y YIX C r- 0 o j a minocU m m E LL o 00 c OO C a c o ccaa Q 0: d w z i w 0 O Ci cD OO O C jCddVCJaaN y E mrca d L VI D U o a 8 00 m Ah DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV-GL 12. 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. This Proposal and all prices quoted are valid for 6o days and thereafter expire, unless stated otherwise. 13. Contractual Engagement of DNV GL In executing the Agreement, it is important to provide DNV GL with the complete contact information of the party 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 5 February 2013 between GL PwrSolutions, Inc., and City ofDenton, Texas. DNV GL will commence work on the Services according to the Timescale set forth in Section 6, provided DNV GL has received the signed Agreement, and the information described in Appendix A. A direct point of contact at DNV GL will be identified with respect to the delivery ofallprojectdocumentation. This proposal and all prices quoted are valid for 30 days and thereafter expire, unless stated otherwise. AUTHORIZED BY CLIENT II Title: Date: 44 ACCEPTED BY GL PWR SOLUTIONS INC. M. Title: Date: DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Appendix A: Special Conditions Assumptions and Client Responsibilities 1. Client will provide all information to DNV GL and respond to all inquiries as quickly as i s practicable. 2. Client will provide all information in English. 3. Data and documentation will be made available to DNV GL either through electronic mail delivery, through an FTP site (virtual dataroom), or by physical delivery to DNV GL offices. Security for transmitting or storing such information is the responsibility of Client, subject to the applicability of any ConfidentialityAgreement. Client shall provide timely notice to DNV GL of any postings of data to a dataroom. 4. Client will obtain any and all third party consents necessary for the performance of the Services by DNV GL, including consents to delivery of information and access to the Project site. 5. Client will provide contact information for all project participants with whom DNV GL may be required to interface in the performance of the Services. 6. Client will promptly advise DNV GL of any change in the address and contact for invoices and notices as set forth in the Agreement. 7. Client will accompany DNV GL on any site visit. 8. All prices are quoted in US dollars. g. All prices are exclusive of any applicable taxes and custom clearance duties, which will be charged at the rate current at the date of invoice. lo. Where Services are delayed by circumstances out of DNV GL's control (weather conditions etc.), any costs arising will be charged to the Client. In calculating these costs, expenses and staff time will be charged according to the cost schedule of this agreement. 11. The Client shall provide a shipping address. 45 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 xti 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. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 BUSINESS INFORMATION DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ACORUrCERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDlYYYY) 611 41201 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 1900 West Loop South Suite 1600 CONTACTNAME: PHONE 713-623-2330 FAx 7I3-622-8722 AE - MAIL Houston TX 77027 INSURER(S) AFFORDING COVERAGE NAIC Ir INSURERA:Commerce and Industry Insurance Com 19410 INSURED INSURERB:New Hampshire Insurance Company 23841 GL PwrSolutions, Inc. 1400 Ravello Drive INSURER C :Granite State Insurance Company 23809 MED EXP (Any one person) $ Katy, TX 77449 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE N IMRFR• 463036416 DEMIzinki Ill uaoco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED !NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR TYPE OF INSURANCE AUUL INSD SLIBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE D OCCUR EACH OCCURRENCE $ DAMAGERENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADVINJURY $ GENT AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT FLOG GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $ OTHER: B AUTOMOBILE LIABILITY 2487839 6/1/2016 6!1!2017$ Ea accident 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNEDSCHEDULED AUTOS AUTOS BODILY #NJURY (Per accident) $ X HIRED AUTOS X NON -OWNEDAUTOS PROPERTY DAMAGE__ Per accident $ X Comp $1,000 X Coll $1,000 A X UMBRELLA LIAB X OCCUR BE34196705 6!1!2016 6!112017 EACH OCCURRENCE $5,000,000 HEXCESS LIAB CLAIMS -MADE AGGREGATE $5,000,000 IDED I X I RETENTION $10,000 1 $ B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERlEXECUTIVEE.L. OFFICEPJMEMBER EXCLUDED? N ! A WC12851688 (AOS) WC12851689 (CA) 611/2016 61112016 6/1/2017X 6/1/2017 PER DTH - STATUTE OR EACH ACCIDENT $1,000,000 E. L. DISEASE - EA EMPLOYEE $1,000,000MandatoryinNH) Ifyyes, describe under DESCRIPTIONOFOPERATIONSbelow E.L. DISEASE - POLICYLIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ADDITIONAL NAMED INSUREDS: Garrad Hassan America Inc. PWR Solutions, Inc. ENDORSEMENTS IF APPLICABLE: See Attached... CERTIFICATE HOLDER CANCELLATION City of Denton Attn: Jennifer Bridges SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 215 E. McKiney St Denton TX 76201 AUTHORIZEDUPRESENTATIVE O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2414101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 AGENCY CUSTOMER ID: LOC #: A D® ADDITIONAL REMARKS SCHEDULE Page, of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc. GL PwrSolutions, Inc. 1400 Ravello DrivePOLICYNUMBERKaty, TX 77449 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Blanket Additional Insured ? Where Required under Contract or Agreement 87950 (10105) Lessor -Additional Insured and Loss Payee (CA2001 (03106) Blanket Waiver of Subrogation as Required By Written 62897 (06195) Vorkers? Compensation Blanket Waiver of Subrogation as Required by Written Contract. WC000313 (04184) Alternate Employer Endorsement WC 000301A (02189) Longshore and Harbor Workers? Compensation Act WC000106 A (04192) Maritime Coverage WC000201A (4192) Outer Continental Shelf Lands Act Coverage WC000109B (07111) Limit is at least what is shown JRe: All Projects 32008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 STIFDET-01 KHARATSJ CERTIFICATE OF LIABILITY INSURANCE DATErD1YYYY) INSRLTR 718121sr2o1s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificateholderinlieuofsuchendorsernent(s). PRODUCER Willis Limited 51 Lime Street London EC3M7DQ CONTACT NAME: Towers Watson Certificate Center PHONE FAxA1CNoExt): ($77) 945-7238 A1C, No): (888) 467-2378 ADRESS: certificates@willis.com INSURERS) AFFORDING COVERAGE NAIC it X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE [_]OCCUR INSURER A: Lloyd's Syndicate 1200 C1647 X INSURED INSURER B I IF P&C Insurance Ltd. D1588 Stiftelsen Det Norske Veritas see attached for additional Named Insureds) 1400 Ravello Drive INSURER C INSURER D INSURER EKaty, TX 77449 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR I TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF4MMID01YYYY1 POLICY EXPMMIDDtYYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE [_]OCCUR X X 2843OP16 06/0112016 06/01/2017 EACH OCCURRENCE $ 1,000,00 DAMAGE TO R N Ll PREMISES Ea occurrence $ 1,000,00 MED EXP (Any one person) $ 550,00 PERSONAL & ADV INJURY $ 1,000,00 GEN'LAGGREGATE LIMIT APPLIES PER: X POLICY JECT LOC GENERAL AGGREGATE $ 1,000,00 PRODUCTS - COMPlOPAGG $ 1,000,00 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY {Per person} $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNEDHIREDAUTOSAUTOS PROPERTY DAMAGE Per accident $ B X UMBRELLA LIABXEXCESSLIAB OCCUR CLAIMS -MADE 28431 P16 0610112016 06/0112017 EACH OCCURRENCE $ 5,000,00 AGGREGATE $ 5,000,00 DED I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANY PROPRIETORIPARTNERIEXECLTIVE OFFICFRIMEMBER EXCLUDED? F7 N f A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE • EA EMPLOYE $ Mandatory in NH) If yes, descnbe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liab. 2843OP16 06/01/2016 0610112017 Per OcclAgg 5,000,00 DESCRIPTION OF OPERATIONS! LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Worldwide General Liability Insurance. Covering the Certificate Holder noted as an Additional Insured if so required by contract but only for liability arising out of work performed by the Insured andonlytotheextentthattheInsuredwouldbeentitledtotheprotectionofthePolicyifaclaimweremadeagainsttheInsured. In respect of Professional Services Liability, this additional benefit shall only apply to the extent that this is agreed upon in a written contract between theInsuredandsuchotherpartypriortoanyclaim. Language included in the policy wording: SEE ATTACHED ACORD 101 City of Denton 215 E McKinney St SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE U 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ACC)RO' AGENCY CUSTOMER ID: STIFDET-01 LOC #: ADDITIONAL REMARKS SCHEDULE KHARATSJ Page 1 of 1 AGENCY NAMED INSURED Willis Limited Stiftelsen Det Norske Veritas see attached for additional Named InsuredsPOLICYNUMBER1400RavelloDriveEEPAGE1Katy, TX 77449 CARRIER NAIC CODE EE PAGE 7 SEE P 1 EFFECTIVE DATE: SEEPAGE1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: &CORD 25 FORM TITLE: Certificate of Liabil" Insurance Description of Operations/Locations/Vehicles: Blanket Additional Insured - Clients and Lessors with Blanket Waiver of Subrogation as required by written contract. Blanket Additional Insured - Primary and non-contributing coverage as required by written contractBlanketAdditionalInsured - Severability as required by written contract Blanket Additional Insured - Cross liability as required by written contract See attached Additional Insured Endorsement for the terms applicable to the Additional Insured. Additional Insured: City of Denton. Project: City of Denton. M%'VMU IV I tctruaru I! © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 List of Named Insureds DNV GL Healthcare USA, Inc. Det Norske Veritas (U.S.A.). Inc. DNV KEMA Renewables, Inc. Two Tomorrows (North America) Inc DNV GL Business Assurance USA, Inc. KEMA USA Inc. KEMA Realty LLC KEMA Inc. DNV KEMA Macro, Inc. KEMA Powertest LLC. DNV GL Energy Services USA Inc KEMA TOS Inc. DNV GL PVEL, LLC KEMA Consulting Canada Ltd. Det Norske Veritas (Canada) Ltd. GL Renewables Certification LLC Germanischer Lloyd (USA) Inc. GL Noble Denton Holdings USA, Inc. GL Noble Denton, Inc. Garrad Hassan America Inc. GL PwrSolutions, Inc. Germanischer Lloyd Canada Ltd, GL Garrad Hassan Canada Inc. GL Noble Denton Canada, Ltd. Germanischer Lloyd Industrial Services Trinidad Ltd GL Garrad Hassan Mexico S. de R.L. de C.V. Lloyd Germanico de Mexico S. de R.L. C.V. Germanischer Lloyd Certification Mexico S. de R.L. de C.V. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ADDITIONAL INSURED ENDORSEMENT Additional Insured: Either to be inserted here, or Certificate Holder from page 1 deemed inserted here. Attaching to Policy Numbers: B 0801 28430P16 and B 0801 2843IP16 Additional Insured Provisions: In accordance with the conditions precedent and exclusions below, the General Liability coverage afforded by this Policy is extended as set forth in this Endorsement to the Additional Insured noted above for any Claim that: a) arises solely out of the Insured's Business Activities performed by or on behalf of such Additional Insured to the extent that the Insured would be entitled to the protection of this Policy if a Claim were made against the Insured, and b) is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of the Insured The Underwriters will pay amounts the Additional Insured is legally required to pay to compensate others for Loss resulting from the Insured's Business Activities or those of another for whom the Insured is legally responsible. Any coverage maintained by the Additional Insured shall be in excess of this insurance and shall not be called upon to contribute with it. The Additional Insured shall not by reason of their inclusion in this Endorsement incur liability to the Underwriters for payment of premiums for such Insurance. The Underwriters agree to waive rights of subrogation against the Additional Insured to the extent that such waiver is agreed upon in a written contract between the Insured and the Additional Insured prior to any Claim. Conditions precedent to this cover: The Claim must solely arise from the Insured's Business Activities; 2. Any claim arising from the Insured's Business Activities must be first made against the Additional Insured during the Period ofInsurance. The Additional Insured shall provide the Underwriters with written notice of such Claim as soon as is practicable in accordance with the Notice of Claim provision below; The Underwriters agree to defend and contest any Claim made against the Additional Insured and to bear the Defence Costs thereof arising from the Insured's Business Activities; DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 4. In regard to Claims made under this Policy involving the Additional Insured, the additional Insured will at its own cost: i) render all reasonable assistance to the Underwriters and co operate in the defence of any Claim and the assertion of indemnification and contribution rights; (ii) use due diligence and do and concur in doing all things reasonably practicable to avoid or diminish any loss under this Policy; (iii) give such information and assistance to the Underwriters as they may reasonably require to enable it to investigate any loss or determine liability under this Policy; and In regard to Claims made under this policy involving the Additional Insured, no additional Insured shall admit or assume any liability, enter into any settlement agreement, consent to any judgment, or incur any Defence Costs without the prior written consent of the Underwriters. Only those settlements, judgments and Defence Costs consented to by the Underwriters, and judgments resulting from Claims defended in accordance with this policy, shall be recoverable as loss under this Policy. The Underwriter's consent shall not be unreasonably withheld, provided that the Underwriters shall be entitled to exercise all of their rights under this Policy. Exclusions: This Endorsement will not respond to any Claim directly or indirectly caused by, based on, for or arising out of.- a. f: a. the Additional Insured's dishonest, fraudulent, criminal, reckless, intentional, or malicious acts, errors or omissions; or b. the actual or alleged intentional non-performance or default of any of the Additional Insured's contractual obligations; or C. computer virus d. discrimination and/or wrongful termination e. pollutants. f. patents and trade secrets No Amendments: This Endorsement and any rights under it cannot be assigned or amended without the prior written consent of the Underwriters. Notice of Claim: The Additional Insured shall give written notice of any Claim made against them as soon as practicable at any time during the Period of Insurance and in any event, within 30 days after the end of the Period ofInsurance, as long as such Claim is reported no later than 30 days after the date such Claim was first made against the Additional Insured Notice shall be deemed to have been properly made if received in writing by: Willis Limited, FINEX - Claims Department, The Willis Building, 51 Lime Street, DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 London EC3M 7DQ, United Kingdom. If, during the Period ofInsurance, written notice of a Claim against the Additional Insured has been given to the Underwriters pursuant to the terms and conditions ofthis Policy, then any Claim arising out of, based upon or attributable to the facts alleged in the Claim previously notified to the Underwriters, which is the same as or related to any act alleged in the previously notified Claim, shall be considered made against the Additional Insured and reported to the Underwriters at the time the first notice was given. If, during the Period ofinsurance, the Additional Insured shall become aware of any circumstance which may reasonably be expected to give rise to a Claim being made against the Insured or the Additional Insured and shall give written notice to the Underwriters of the circumstance and the reasons for anticipating a Claim with full particulars as to dates and persons involved, then any Claim which is subsequently made against the Insured or the Additional Insured and reported to the Underwriters arising out of, based upon or attributable to such circumstance or alleging any act which is the same as or related to any act alleged or contained in such circumstance shall be considered made against the Insured or the Additional Insured and reported to the Underwriters at the time the notice of such circumstance was first given. Geographical Scope: Worldwide Sum Insured: The Limit of Liability applicable to the Additional Insured shall not exceed the amount shown on page Iofthe Certificate to which this Endorsement is attached. The inclusion ofone or more Additional Insureds under this Policy shall not increase the Limit of Liability of this Policy in any manner. Definitions applicable to this Endorsement: Additional Insured means the entity noted on Page 1 of the Certificate to which this Endorsement is attached. Claim means: (i) any suit or proceeding brought by any person or organisation against the Insured or an Additional Insured for monetary damages or other relief, including non -pecuniary relief ii) any oral or written demand from any person or organisation that it is the intention of the person or organisation to hold the Insured or the Additional Insured responsible for any liability arising out ofthe operations ofthe Insured iii) any criminal prosecution brought against the Insured or the Additional Insured, resulting from an unintentional criminal act by the Insured iv) any official investigations, inquiries or other proceedings commissioned by any regulatory body or official institution in connection with the operations of the Insured v) any Claim or Claims arising out of, based upon or attributable to the same originating cause, operation and/or act shall be considered to be DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 a single Claim for the purposes of this Policy Defence Costs means those costs, charges and expenses incurred in connection with the investigation, adjustment, defence or appeal ofa Claim arising out ofthe Business Activities of the Insured. Insured means DNV GL Group AS and all subsidiaries of any of the above and any branch, division, sector, region, product group or other internal structure thereof. Insured's business activities means the services, including advice offered by the Insured and stated in the material information and/or particulars supplied to the Underwriters prior to the inception of the Policy. Period of Insurance means 12 months from 1 June 2016 to I June 2017. Pollutants means (but are not limited to) any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapour, soot, fumes, acids, alkalis, chemicals, lead and waste. Underwriters means various according to the Schedule of the policy to which this Endorsement is attached. All other terms, clauses and conditions remain unchanged. DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationshipasdefinedbySection176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day afterthedatethepersonbecomesawareoffactsthatrequirethestatementtobefiled. See Section 176.006, Local Government Code. A person commits an offense ifthe person knowingly violates Section 176.006, Local Government Code. An offense under thissectionisaClassCmisdemeanor. Name of person who has a business relationship with local governmental entity. z Check this box if you are Sling 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 71h business day after thedatetheoriginallyfiledquestionnairebecomesincompleteorinaccurate.) 3 Name of local government officer with whom tiler has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship asdefinedbySection176.001(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 filer of thequestionnaire? Yes EDNo B. Is the filer of the questionnaire 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? Yes E:1 No 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 10 percent or more? M Yes EINo D. Describe each affiliation or business relationship. 4 1 have no Conflict of Interest to disclose. Si lure erson doing business with the governmental entity Date DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 c_J0F1Tv OF DENTO N City of Denton Purchasing 901-B Texas St. Denton, TX 76209 Phone: (940) 349-7100 Fax: (940) 349-7302 www.dentonr)urchasing.com Substitute W-9 Form The IRS requires all vendors to complete a W-9 Form. The information on this form must be filled out, signed and submitted by avendorrepresentative. All information must be completed before a purchase order or payment will be issued. Name as shown on your income tax return: L to Tax ID/Social Security #: -T_ Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxtaxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exempt from backup witholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholdingasaresultoffailuretoreportallinBrestordividends, or (c) the IRS has notified me that I am no longer subject to backupwithholding, and 3. 1 am a citizen or other U.S. person -for fededral tax purposes as defined at the bottom of this page*. n—, Authorized Signature: Printed Name: , 2 Mailin Address: Company Name: t7 L Qtt) Contact Name: Address: R7 -77N e rylrY7 iar1S j f`c1y X-7S_an7 Check appropriate box forfederal tax classification required): Individual/ Sole Corporation PartnershipProprietor Must designate C or S ExemptEl 11 s Email: Website: l71\i 1 L- , eyf Phone Number: Ll _ 7 — 173 Fax Number:1119— 42'e -119s - Limited Liability Other Corporation Please specify: Business Type : Real Estate Equipment Rental/Lease (A1) Rental/Lease (A-9) Royalties (A-2) Medical/Health Care Services Only (A- Merchandise. Merchandise & 7) Goods Only (A-7) Services (A-7) Legal Firm/Attorney (A -C) ConsultantlProf Proceeds from Fees (A-7) Real Estate Purchases (S) Type of Organization: Minority Owned ElFemale Owned ElNon Profit El Historically Underutilized Business Definition of a U.S. Person -For Federal Tax purposes, you are considered a U.S. person if you are: (a) an individual who is a U.S. citizen orU.S. resident (b) a partnership, corporation, company, or association created or organized in the United States or under the laws of the UnitedStates (c) an estate (other than a foreign estate), or (d) a domestic trust (as defined in Regulations Section 301.7701-7). COD Page 1 9/23/2011 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Vendor Information Not Required for W-9 Form Remit Address (if different from above Company Name: L /0102- &7j Contact Name: Address:,y )o Grir? //,) PK AL I -Y TX -7 7s s 9 Email: Phone Number: Fax Number: List Products and/or Services Interested in Bidding: For Internal Use Only New Vendor XVendor Change Vendor Number Refund Requesting Department: Department Representative (Printed Name) Purchasing Signature: ACH Information -Voluntary ABA Routing#:, Contact Name: Bank Account# 1 Bank Name U:Z ACH Email: ACH Email Phone Number: Date: Date: Fax Number: I (we) authorize the City of Denton to deposit payments into the checking account listed. The authority remains in effect until the City of Denton has received written notification from me of termination in time to allow reasonable opportunity to act on it, or until the City Denton has sent me written notice of term' ion of the ag ee ' g I`1 Vendor Signature `^ v" JJ Print Name/Tltie Lln l G' Date 44 .3 Z / 7 COD Page 2 9/23/2011 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 amu- -1ky 3LaLI-11 [R iJU1LJ Franchise Tax Account Status As of: 01/03/2017 15:14-.04 This Page is Not Sufficient for Filings with the Secretary of State GL PWRSOLUTIONS INC, Texas Taxpayer Number 32003159939 Page I of I Mailing Address 1999 BRYAN ST STE 900 DALLAS, TX 75201- 3140 Right to Transact Business in Texas ACTIVE State of Formation TX Effective SOS Registration Date 02/07/2001 Texas SOS File Number 0161600500 Registered Agent Name CT CORPORATION SYSTEM Registered Office Street Address 1999 BRYAN STREET, SUITE 900 DALLAS, TX 75201 https://mycpa.cpa.state.tx.us/coa/coaSearch.do 1/3/2017 Certificate Of Completion Envelope Id: 77C4165CBC804843BDlAB6F4BDBC93F5 Subject: City Council Docusign Item - 5148 Source Envelope: Document Pages: 136 Signatures: 4 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/6/2017 12:33:19 PM Signer Events Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mandhir Sahni mandhir.sahni@dnvgl.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Accepted: 1/6/20171:10:41 PM ID: 05bb 1815-450a-486a-aea9-31 b696740599 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Elton Brock elton.brock@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Docuslyoed by: 61B39A9AAF814E0... Using IP Address: 104.189.152.36 OD—Si,nld by: 6LL6 o- C821996C2A2B439... Using IP Address: 129.120.6.150 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Elton Brock elton.brock@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/6/2017 12:41:10 PM Viewed: 1/6/2017 12:41:19 PM Signed: 1/6/2017 12:44:02 PM Sent: 1/6/2017 12:44:03 PM Viewed: 1/6/2017 1:10:41 PM Signed: 1/6/2017 1:12:35 PM Sent: 1/6/2017 1:12:37 PM Viewed: 1/9/2017 8:55:35 AM Signed: 1/9/2017 8:55:54 AM Sent: 1/9/2017 8:55:56 AM Viewed: 1/10/2017 6:46:56 AM Signed: 2/8/2017 2:53:38 PM SetUR9a Signer Events Signature Timestamp Todd Hileman ly: Sent: 2/8/20172:53:41 PM todd.hileman@cityofdenton.com [ D—Sig"Id j Ri"M ' Viewed: 2/8/2017 4:52:51 PM Security Level: Email, Account Authentication 6776C7116A6D454 Signed: 2/8/2017 4:53:06 PM Optional) Using IP Address: 71.170.47.194 Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters ly: Sent: 2/8/20174:53:09 PM jennifer.walters@cityofdenton.com EDII"Sil"Id L" Viewed: 2/9/2017 9:48:26 AM City Secretary C5BFAFC1821946DSigned: 2/9/2017 9:48:48 AM City of Denton Using IP Address: 129.120.6.150SecurityLevel: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Charles Gibune Sent: 2/9/2017 9:48:54 AM charles.gibune@dnvgl.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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 Status Timestamp Julia Winkley OPIED Sent: 1/6/2017 1:12:37 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman Sent: 1/6/2017 1:12:37 PM sherri.thurman@cityofdenton.com L 0Viewed: 1/9/2017 6:32:03 AMC Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson Sent: 2/8/2017 2:53:40 PM jane.richardson@cityofdenton.com COPIED Viewed: 2/14/2017 10:30:39 AM Security Level: Email, Account Authentication Optional) Carbon Copy Events Status Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com L COPIED__j Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com OPIE Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chuck Sears chuck.sears@cityofdenton.com OPIE Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Envelope Summary Events Status Envelope Sent Hashed/Encrypted Payment Events Status Electronic Record and Signature Disclosure Timestamp Sent: 2/8/2017 2:53:40 PM Sent: 2/9/2017 9:48:50 AM Sent: 2/9/2017 9:48:52 AM Viewed: 2/14/2017 10:34:12 AM Sent: 2/9/2017 9:48:53 AM Viewed: 2/9/2017 9:52:29 AM Timestamp Timestamps 2/9/2017 9:48:54 AM Timestamps Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Mandhir Sahni, Todd Hileman, Robin Fox 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. 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