Agenda packet — City Council and Authorities Concurrent, February 21, 2023 (part 2 of 4)

7.9.6. Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;

7.9.7. Pay Applications;
7 .9.8. "Official" correspondence (such as letters) including informal correspondence, such as e-mail;

7.9.9. Pre-Task Plans (PTPs);
7 .9.1 O. Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports;
7 .9.11. Quality Control (QC) Documentation
7 .9.12. All official reports, such as Commissioning reports;

7.9.13. Notices and Claims;

7.9.14. Operations and Maintenance Manuals;
7 .9.15. All Close-out documents; and

7.9.16. All testing results.

7.10. Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e- mail, or resident on the a-Builder for the duration of the Project.

Such data shall be available to City, authorities with jurisdiction (including funding agencies or representatives) on demand.

7.11. Should the City replace e-Builderwith a different project management tool, Contractor, and subcontractors, shall be required to utilize the new project management tool selected by the City

8. SCHEDULE

8.1. City will include requested schedule for work in each Work Request.

8.2. Rework and repair shall be completed in a timely, efficient manner so as to ensure the utility plant equipment is operational as soon as possible.

This may require shifts greater than twelve (12) hours per day or working alternative shifts including night shifts.

8.3. Except where otherwise directed by the City, Contractor shall perform the required services between 7:00 AM - 7:00 PM, Monday through Sunday.

8.4. For emergency services, Contractor shall be available to arrive onsite within six-hours of City request and immediately evaluate the labor, Agreement with Stephens Mechanical Corporation Page 18 of 42 Rev. 07-01-18
tooling, rental equipment, and subcontracted services needed to perform the necessary work.

8.5. Contractor shall be available to plan, staff, and execute scheduled outages with two-weeks' notice.

9. STAFFING

9.1. The Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training, and discharging all personnel necessary to provide Millwright Support. Contractor shall select and hire only persons, who are neat, well-groomed, and courteous, and who can act in the utmost professional manner when interacting with City staff and the general public.

9.2. Contractor shall employ only competent craftsmen/skilled workers who are who are well-qualified to perform the job duties for which they are being hired, appropriately trained, licensed to perform the required services.

9.3. Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, Department of Transportation (DOT) requirements for commercial driver's license and required drug testing if applicable.

9.4. Contractor shall ensure that all its employees and agents abide by established local, state, and federal safety rules and regulations.

9.5. Contractor's employees and any subcontractors shall supply proper identification when requested by the City.

9.6. Classification and Duties of Employees

9.6.1. The Contractor may be requested to include the classifications of employee positions and the duties of each position in their proposal and each response to Work Request. Classifications may include, but are not limited to:

9.6.2. Project Manager/General Manager: Responsible for the day-to-day management and supervision of the required services. Project Manager responsibilities shall:

9.6.2.1. Be the general manager for the Contractor's scope of the project and carry the overall responsibility and accountability of execution, cost, schedule compliance, performance, and quality.

9.6.2.2. Be the administrator for all subcontractors.

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9.6.2.3. Be the main point of contact for SVP and issue all required reports and project documentation.

9.6.2.4. Have the overall responsibility to maintain the master project schedule with SVP, master work scope, change system, and coordinate all change order estimates.

9.6.2.5. Complete change order forms and schedule impacts to be presented to the SVP project management team as deviations in schedule or scope occur.

9.6.2.6. Issue scope to the appropriate supervisor upon approval of the change.

9.6.2. 7. Maintain a detailed record of all changes to schedule and scope.

9.6.2.8. Maintain, update, and issue schedule progress as required by SVP.

9.6.3. Project Manager on-site responsibilities include, but not be limited to, correcting problems, managing conflicts and complaints, and overseeing work schedules, personnel, and equipment requirements.

9.6.4. Technical Field Advisor/Field Engineer: Works with field personnel to address technical questions regarding turbine work. Reviews all technical data to ensure compliance with guidelines outlined in Section 1 of this Exhibit A.

9.6.5. Technical/Field Personnel: Performs the required installation, maintenance, and repair services.

9.6.6. Administrative Personnel: Assists in the administration and reporting of the required services.

9.6.7. Contractor shall inform the City immediately of any change in key personnel assigned to the City.

9.6.8. When requested by City, Contractor shall submit the resumes and other information supporting qualifications of the proposed replacement employee(s) to the City for review and approval. The City shall not unreasonably withhold approval.

9.6.9. The City reserves the right to request the removal of any Contractor employee(s) who do not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel.

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10. EMPLOYEE TRAINING

10.1. Contractor shall train all employees (including subcontractors) assigned to perform services

10.2. Contractor's employee training shall be at no cost to the City.

10.3. Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for the City understand how to safely inspect, maintain, and repair rotating equipment and the systems they are installed in as required for their respective positions.

10.4. Contractor shall review its training procedures annually and shall submit any revisions in writing to the City at the City's request.

10.5. Contractor shall provide ongoing training as required by law or to perform their duties. Contractor shall ensure that all assigned employees attend this training.

11. SAFETY

11.1. The Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

11.2. Contractor, its employees, and any subcontractors shall always act in a safe and professional manner while on City property.

11.3. Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances, and codes.

11.4. Contractor shall perform all services to operate and maintain all equipment in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA), while performing services for the City.

11.5. Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances, and codes. Where any amended applicable laws or ordinances are in conflict with the City's requirements, the more stringent requirement(s) shall be followed. The Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve the Contractor from compliance with the obligations and penalties resulting therefrom.

11.6. Contractor shall provide safety training records for its employees upon request
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11.7. Contractor shall maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code.

The program shall include, but not be limited to, a safety training program instructing Contractor's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of the Contractor's IIPP shall be submitted to the City prior to the execution of an agreement and be made available on site upon request. Contractor shall notify City when the IIPP is updated.

11.8. Contractor shall schedule safety inspections upon request to identify and correct unsafe conditions and work practices. The City reserves the right to accompany Contractor during these inspections.

11.9. Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

11.10. Contractor shall comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Confined Space, Fall Protection, Chemical Safety, Hazardous Waste and Personnel Protective Equipment (PPE).

11.11. Contractor's employees (including all subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

11.12. Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

11.13. Contractor shall provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. The Contractor may be required to direct pedestrians and traffic around the work area.

Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

11.14. Contractor shall notify the City immediately in event of an injury or property damage that occurs during the performance of its services.

Contractor shall investigate the reported injury or damage upon request from the City and provide the City with regular updates until the Agreement with Stephens Mechanical Corporation
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investigation is resolved. The City reserves the right to perform its own investigation. Should the City choose to conduct its own investigation, Contractor shall assist the City as required.

11.15. Contractor's employees and all subcontractors, if utilized shall be required to watch an SVP safety video once per calendar year or prior to the commencement of work.

11.16. Safety as described in the Stephens Mechanical Corporation Safety Manual included with their proposal.

12. TOOLS AND EQUIPMENT

12.1. Contractor is responsible for providing and identifying all tools and equipment (including any specialty tooling) necessary to perform work.

SVP will not loan tools or equipment to the Contractor.

12.2. In Contractor's quote or proposal, Contractor shall identify any equipment or tooling to be provided by City that is required to perform any aspect of the proposed service.

12.3. All equipment shall be operated and well-maintained in a satisfactory condition at all times and in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA).

12.4. The City may suspend work where they observe that proper tools and equipment are not being used or that tools are being used / operated improperly.

13. PROFESSIONAL BEHAVIOR

13.1. Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

13.2. Contractor's employees shall be neat and clean and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

13.3. Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the City's instructions.

13.4. Contractor's employees shall be all times polite and courteous in their dealings with City staff and members of the public, treating them with patience and respect.

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13.5. Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

13.6. In the event that a complaint is made against Contractor, Contractor shall notify City immediately of complaint and then follow up to notify City of resolution of complaint.

14. WORKMANSHIP

14.1. The Contractor shall perform the required services in an environmentally responsible manner.

14.2. Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site and shall lock all Contractor vehicles when parked and unattended, to prevent unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

14.3. Contractor shall take all necessary precautions to protect all public and private property from damage during the performance of the required services. Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at the Contractor's sole expense.

Any expenses incurred by the City to repair property damage will be deducted from the Contractor's compensation or billed to Contractor at City's sole discretion.

14.4. Contractor will make all reasonable efforts to minimize obstructions and inconvenience to private owners such as, but not limited to, noise associated with testing. Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor's performance of services.

14.5. Contractor shall leave the work site in a neat and orderly condition. All clean-up work will be done to the satisfaction of the City, and at the sole expense of Contractor.

14.6. Upon the end of the workday, or suspension of work, Contractor shall remove all equipment and obstructions from any property typically open for use by public traffic. Any incomplete work shall be secured in a manner that does not present a hazard to the City or public.

14.7. City shall have the right to inspect all work performed by the Contractor and any subcontractors. Upon inspection, if the City identifies any unsatisfactory or defective work, the Contractor shall immediately correct the work at no additional cost to the City.

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14.8. City shall not perform any work for Contractor except in an emergency situation or as determined necessary by the City such as, but not limited to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City and Contractor shall negotiate any price adjustments if any quoted work is not performed by Contractor.

15. WARRANTY

15.1. Manufacturer's warranty shall apply to all parts.

15.2. Parts fabricated by Contractor shall have a warranty equal to or greater than manufacturer's warranty for similar parts.

15.3. Labor shall be warranted for at least twelve (12) months from the date of acceptance.

15.4. Contractor shall correct any deficiencies and/or errors in Contractor's work discovered during the warranty period, at no cost to the City.

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EXHIBIT 8

SCHEDULE OF FEES AND PAYMENT PROVISIONS

1. MAXIMUM COMPENSATION
The maximum amount of compensation to be paid to Contractor during the Term of this Agreement shall not the exceed the amount in Section 6 (Compensation and Payment) of the Agreement.

2. RATES

2.1. Services shall be performed at the rates specified in Exhibit B-1 - Hourly Rates.

2.2. Definitions:

2.2.1. Day Shift rates apply to the regular workday of eight (8) consecutive hours (exclusive of lunch period) between the hours of 6:00 am and 5:00 pm, Monday through Friday, excluding holidays.

2.2.2. Established Shift shall be eight (8) hours that Contractor employees will perform work subject to the prior written approval of the Parties. A specific Work Request and Work Authorization may have multiple Established Shifts such as a Day Shift and a Night Shift.

2.2.3. Night Shift applies to hours worked outside of the hours of 6:00 am and 5:00 pm, Monday through Friday, excluding holidays. Night Shift may be included in the Established Shift(s) and such Established Shifts may include a second or third shift.

2.2.4. Straight Time applies to hours worked Monday through Friday, eight (8) consecutive hours {exclusive of lunch period) between the hours of 6:00 am and 5:00 pm, Monday through Friday, excluding holidays.

2.2.5. Overtime:

2.2.5.1. 2.2.5.2.

Overtime will be charged at the applicable rate for all work over eight hours per day and for the first eight hours on Saturday.

Overtime will be charged for all work performed outside the Established Shift. For example, if the Established Shift is 6 am through 2:30 pm and SVP subsequently requests that Contractor staff start work at 8:00 am, then overtime will apply after 2:30 pm even if total hours worked is eight hours or less.

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2.2.5.3. Overtime rates shall be charged for all hours worked on the Night Shift if less than three (3) consecutive days are worked. For example, if SVP requests Contractor to work Night Shift for a duration two days or fewer, those Night Shifts will be billed at the overtime rate.

2.2.6. Multiple Shifts/ Shift Differential: When multiple shifts are worked:

2.2.6.1. For the first shift, Contractor will invoice eight (8) hours at the applicable rate for eight (8) hours of work. The first shift is the Established Shift that is mostly closely aligned with Day Shift.

2.2.6.2. For the second shift, Contractor will invoice eight (8) hours at the applicable rate for seven and one-half (7.5) hours worked; and

2.2.6.3. If a third shift is worked, Contractor will invoice eight (8) hours at the applicable rate for seven (7) hours worked.

2.2.6.4. These provisions only apply in the event of multiple shifts worked.

2.2.7. Double Time will be charged for work beyond eight hours on Saturday, and for all work on Sundays and Holidays.

2.2.8. Holidays:

2.2.8.1. Observed holidays are: New Year's Day, Martin Luther King, Jr.

Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday following Thanksgiving Day, and Christmas Day.

2.2.8.2. If any of the above holidays fall on Saturday, the preceding Friday shall be observed as the holiday. If any of the above holidays fall on Sunday, the Monday following shall be observed as the holiday.

2.2.8.3. Collectively bargained designated "off' holidays (September 2, 2022; February 17, 2023; and May 26, 2023) will be charged at the Overtime rate for the first eight hours worked, and the Double Time rate will apply to hours worked in excess of eight hours.

2.3. Minimum Billing Hours: A four-hour minimum for show up time will apply for each worker at the applicable rate whether work is performed or not.

There is an eight-hour minimum for all work after four hours for each worker at the applicable rate.

2.4. Standby Time: Any delays beyond the control of Contractor or its subcontractors preventing Contractor or its subcontractors from performing work will be billed at the applicable rate.

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2.5. Emergency Call-Out: When called out to perform work outside of an established schedule, a minimum of eight hours at the applicable overtime or double time rate will be billed.

2.6. Travel time will be billed at the applicable hourly rate for supervision and classifications above the level of Journeyman traveling greater than one hundred (100) miles from their permanent residence. Travel time will be billed at the applicable hourly rate for workers at and below the Journeyman level traveling greater than one hundred seventy-five (175) miles from their permanent residence.

2.7. Equipment shall be provided at the rates specified in Exhibit B-2

2.8. Rates do not include consumables, sales or use taxes, permits, bonds, or special licenses for specific projects. Contractor shall estimate those costs on each applicable Work Authorization.

3. REIMBURSABLE EXPENSES
Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions:

3.1. Contractor must include estimated reimbursable expenses in each quote for service and shall provide invoices depicting actual costs with each invoice including reimbursable expenses.

3.2. Reimbursable expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services and that such expenses aren't included in fixed or hourly rates.

3.3. The following expenses may be reimbursable by City.

3.3.1. Travel-related expenses (mileage, lodging, meals, etc.) including lodging for workers traveling greater than seventy-five (75) miles from their permanent residence requiring overnight accommodations will be billed at the current GSA rate. subject to the following:

3.3.1.1. 3.3.1.2.

3.3.1.3. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services Administration (GSA). https://www.gsa.gov/travel-resources
Airfare or rental car, where applicable shall be at economy rates.

Contractor will invoice the current IRS mileage rate for all out-of town employees driving personal vehicles that are working greater than seventy-five (75) miles from their permanent residence.

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3.3.2. Cost of parts, materials, consumables, freight, or fuel not already included in hourly rates to the extent City has preapproved, in writing, those costs.

3.3.3. The rental of any specialized tools, vehicles, or equipment to the extent City has preapproved, in writing, the cost of such rental.

3.3.4. The cost of equipment purchased on behalf of SVP to replace or correct defective or insufficient items found while testing and inspecting.

3.3.5. Site or City-specific background checks

3.3.6. Any other expenses expressly identified as being reimbursable.

3.4. City will reimburse these expenses at actual cost plus 10% markup.

4. INVOICING AND PAYMENT

4.1. Contractor shall submit an invoice to City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

4.2. Each invoice shall include the task costs for the previous month and shall include sufficient detail for the City to verify that the rates in this agreement were charged.

4.3. City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

4.4. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

4.5. If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being dispute.

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Classification
Supervisor/Quality
Manaqement
General Foreman
Working Foreman
Millwright - Journeyman
8th Period Apprentice
7th Period Apprentice
6th Period Apprentice
5th Period Apprentice
4th Period Apprentice
3rd Period Apprentice
2nd Period Apprentice
1st Period Apprentice
Admin / Timekeeper
SMC Shop
EXHIBIT 8-1

HOURLY BILLING RATES
Silicon Valley Power - City of Santa Clara
Millwrights Local 102 -Area #1 MLA
July 1 2022 - June 30, 2023
Day Shift
Straight Overtime Double Straight
Time Time Time
$170 $231 .$291 $174
$156 $210 $263 $160
$151 $201 $252 $154
$138 $183 $227 $141
$133 $176 $218 $137
$130 $169 $209 $132
$127 $162 $200 $129
$123 $156 $192 $126
$109 $133 $167 $111
$106 $128 $158 $108
$99 $120 $144 $101
$92 $1 12 $131 $95
$82 $105 $127 $85
$145 $185 $230
Night Shift
Overtime Double
Time
$236 $298
$215 $270
$206 $259
$188 $234
$181 $225
$174 $216
$168 $208
$161 $199
$139 $174
$132 $165
$123 $151
$115 $137
$108 $132
The rates listed above are effective in the following counties: Alameda, Contra Costa , Marin, Napa, San Francisco , San Mateo, Santa Clara, Solano, and Sonoma.

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Classification
I
Supervisor/Quality
Management
General Foreman
Working Foreman
Millwright - Journeyman
8th Period Apprentice
7th Period Apprentice
6th Period Apprentice
5th Period Apprentice
4th Period Apprentice
3rd Period Apprentice
2nd Period Apprentice
1st Period Apprentice
Admin / Timekeeper
SMC Shop
Northern California
Millwrights Local 102 - Area #4 MLA
July 1, 2022 - June 30, 2023
Day Shift
Straight
I I
Double Straight
Time Overtime Time Time
$170 $231 $291 $174
$156 $210 $263 $160
$151 $201 $252 $154
$131 $171 $212 $134
$128 $165 $204 $130
$125 $159 $196 $127
$122 $153 $188 $124
$119 $147 $179 $122
$105 $127 $156 $107
$102 $123 $147 $104
$95 $114 $134 $98
$89 $107 $124 $91
$82 $105 $127 $85
$145 $185 $230
Night Shift
I
Overtime
I
Double
Time
$236 $298
$215 $270
$206 $259
$1 77 $219
$170 $211
$164 $203
$158 $195
$152 $186
$131 $163
$126 $155
$118 $141
$110 $129
$108 $132
The rates listed above are effective in the following counties: Alpine, Amador, Butte, Calaveras, Colusa, Del Norte, Eastern El Dorado, Fresno, Glenn, Humboldt, Kings, Lake, Lassen, Madera, Mariposa, Mendocino, Merced, Modoc, Nevada, Eastern Placer, Plumas, Shasta, Sierra, Siskiyou, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, and Yuba.

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Equipment
Service Truck & Tools
Flatbed Truck•
Crew Cab Truck
Tool Trailer
Flatbed Trailer
WeldinQ Machine
Laser Alianment Kit
Laser Bore Alianment Kit
Laser Internal Alianment Kit
Hv-Toraue Wrench Set
Turbine Kit
Wartsila Enaine Kit
Grout Kit
FME Cabinet
Respirator Cabinet
Wash Station
Rescue Equipment
Multi Ton Movers
Portable Generator
Multi Gas Meter
EXHIBIT B-2

CHARGES FOR EQUIPMENT
Equipment Rates
July 1, 2022- June 30, 2023
Shift
$385
$225
• Flatbed Truck rate olus $0.45 per mile
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Daily Weekly
$245
$425 $2,125
$90
$120 $600
$415 $2,075
$870 $4,350
$870 $4,350
$395 $1,975
$395 $1,975
$240 $1 ,200
$80 $400
$110 $550
$290 $1,450
$150 $750
$180 $900
$160 $800
$110 $550
$160 $800

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EXHIBITC

1. COMMERCIAL GENERAL LIABILITY INSURANCE

1.1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General Aggregate
$5,000,000 Products/Completed Operations Aggregate
$5,000,000 Personal Injury
$5,000,000 Project Aggregate

1.2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

1.3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:

1.3.1. Coverage shall be on a "pay on behalf basis with defense costs payable in addition to policy limits;

1.3.2. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and

1.3.3. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

2. BUSINESS AUTOMOBILE LIABILITY INSURANCE

2.1. Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than five million dollars ($5,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

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2.2. In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

3. WORKERS' COMPENSATION

3.1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

3.2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3.3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

4. POLLUTION LIABILITY

4.1. In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor's Pollution Liability Insurance policy with coverage limits not less than two million dollars ($2,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean-up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor will use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:

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4.1.1. 4.1.2.

4.1.3. 4.1.4.

4.1.5. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion.

Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.

If the insured is using subcontractors the Policy must include work performed "by or on behalf' of the insured.

Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

5. COMPLIANCE WITH REQUIREMENTS

5.1. All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

5.1.1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 1 O 01, or its equivalent.

5.1.2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

5.1.3. General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL);

5.1.4. Cancellation.

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5.1.4.1. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.

5.1.4.2. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.

5.1.5. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Document 00820.

6. ADDITIONAL INSURANCE RELATED PROVISIONS

6.1. Contractor and City agree as follows:

6.1.1. Requirements of specific insurance coverage features described in this Agreement shall not be construed to be a limitation of liability on the part of Contractor or any of its subcontractors, nor to relieve any of them of any liability or responsibility under the Contract Documents, as a matter of law or otherwise. Such requirements are not intended by any Party to be limited to providing coverage for the vicarious liability of the City or to the supervisory role, if any, of City. All insurance coverage provided pursuant to this Agreement in any way relating to City is intended to apply to the full extent of the policies involved.

6.1.2. Contractor shall maintain all required insurance policies in full force and effect during entire period of performance of the Services under this Agreement of Contract Documents. Contractor shall also keep such insurance in force during warranty and guarantee periods. At time of making application for extension of time, Contractor shall submit evidence that insurance policies will be in effect during requested additional period of time.

6.1.3. City reserves the right, at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contractor thirty (30) days advance written notice of such change. If Agreement with Stephens Mechanical Corporation
Rev. 07-01-18

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6.1.4. 6.1.5.

6.1.6. 6.1.7.

6.1.8. 6.1.9.
such change results in substantial additional cost to the Contractor, the City will negotiate in good faith additional compensation proportional to the increased benefit to City.

Any type of insurance or any increase of limits of liability not described in this Exhibit which Contractor requires for its own protection or in compliance with applicable statutes or regulations, shall be Contractors' responsibility and at its own expense.

No liability insurance coverage provided by Contractor to comply with the terms of this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor waives its right of subrogation against lndemnitees.

Any property insurance policies affected by Contractor shall be endorsed to delete the subrogation condition as to indemnitees or shall specifically allow Contractor to waive subrogation prior to a loss.

Contractor hereby waives any right of recovery against the indemnitees and agrees to require any subcontractor to do so.

Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Contractor shall cooperate fully with City and Contractor's insurance companies in any safety and accident prevention program and claims handling procedures as established for the performance of Services under this Agreement.

All coverage types and limits required under this Agreement are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage which may affect City's protection without City's prior written consent.

For purposes of applying insurance coverage only, all contracts pertaining to the performance of services will be deemed to be executed when finalized and any activity commences in furtherance of performance under this agreement.

Agreement with Stephens Mechanical Corporation
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6.1.1 O. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any of the insurance requirements set forth in this Agreement in no way imposes any additional obligations on City nor does it waive any of the City's rights under this Agreement or any other regard.

6.1.11. Any provision in this Agreement dealing with the insurance coverage provided pursuant to these requirements, is subordinate to and superseded by the requirements contained herein. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the Parties here to be interpreted as such.

6.1.12. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

6.1.13. Contractor agrees to obtain and provide to City evidence of Professional Liability insurance for Architects or Engineers if engaged by Contractor to perform any of the Services required under this Agreement. City shall determine the minimum coverage and policy limits required, after consultation with Contractor.

6.1.14. The City acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-Insurance on the part of the Contractor. The Contractor's insurance obligations under this Agreement under may be satisfied in whole or in part by adequately funded self-insurance retention, but only after approval from the City Attorney's Office upon satisfactory evidence of financial capacity.

6.1.15. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

7. EVIDENCE OF COVERAGE
7 .1. Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described Agreement with Stephens Mechanical Corporation
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in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

8. EVIDENCE OF COMPLIANCE

8.1. Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of Insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]

9. QUALIFYING INSURERS

9.1. All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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Rev. 07-01-18

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EXHIBIT D

LABOR COMPLIANCE EXHIBIT
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

1. PREVAILING WAGE REQUIREMENTS

1.1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

1.2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 177 4-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

1.3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

1.4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

1.5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Stephens Mechanical Corporation
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payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

1.6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

1. 7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

1.8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

1.9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

1.10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

1.11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

2. AUDIT RIGHTS

2.1. All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or Agreement with Stephens Mechanical Corporation Page 41 of 42 Rev. 07-01-18
documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

3. ENFORCEMENT

3.1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

3.2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3.3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

3.4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Agreement with Stephens Mechanical Corporation
Rev. 07-01-18
Page42 of 42
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1586 Agenda Date: 2/21/2023

REPORT TO COUNCIL

SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute an Agreement for Services with International Cooling Tower to Overhaul a Cooling Tower and to Perform Ongoing As- needed Maintenance and Repair Services at the Donald Von Raesfeld Power Plant for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), operates three power generation facilities within the city limits: the Donald Von Raesfeld Power Plant (DVR), the City of Santa Clara Cogen, and the Gianera Generating Station. The DVR facility is the main plant and is a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power. The cooling tower at the DVR was designed to reject waste heat from equipment for the safe, reliable operation of the DVR.

The cooling tower was constructed and commissioned in 2005 by GEA Integrated Cooling Technologies.

Recent inspections of the DVR cooling tower have determined that for reliability, some structural and rotating equipment require replacement as soon as possible.

DISCUSSION
On August 24, 2022, staff issued a Request for Proposals (RFP) #22-23-20 to solicit proposals from qualified firms for the overhaul of the DVR cooling tower, as-needed maintenance and repairs, ongoing support testing and inspection, and associated materials and equipment at the DVR.

Services will include cooling tower overhaul, as needed maintenance and repairs, ongoing testing and inspection, associated materials and equipment, and contingency. The RFP was published on the City’s bid notification system and three proposals were received from Cooling Tower Depot (Golden, CO), EvapTech, Inc. (Edwardsville, KS), and International Cooling Tower (Deer Park, TX).

Evaluation Process:

Proposals were evaluated and scored independently by a three-member evaluation team against the criteria and weights published in the RFP. Cooling Tower Depot, EvapTech, and International Cooling Tower were invited to oral presentations to demonstrate their knowledge and understanding of the City’s requirements, and provide detailed information on their project delivery approach.

Following oral presentations, the evaluation team finalized their scores depicted in the following table:

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Criteria Max
Points
Cooling
Tower Depot
EvapTech, Inc. International
Cooling Tower
Experience and
Qualifications
30 18 26 23
Technical Capability 25 17 20 18
Safety 25 21 20 23
Cost / Cost Realism 20 13 10 20
Total Score 100 69 76 84
Award Recommendation:

Staff recommends award of contract to International Cooling Tower as the most advantageous and best value proposal per the evaluation criteria set forth in the RFP.

Staff conducted reference checks with Arizona Public Service (Phoenix, AZ), Sunrise Power Co. LLC (Fellows, CA), and Chevron Phillips Chemical (The Woodlands, TX). All references were positive.

Notice of Intended Award:

A Notice of Intended Award announcing the City’s recommended vendor was issued on November 28, 2022.

Term of Agreement:

The term of the proposed agreement will be five years. The City reserves the right to exercise up to one (1) one-year option to extend the agreement, for a total of six years.

Summary of Services:

The proposed agreement will include a detailed scope of services. Services include cooling tower overhaul, as needed maintenance and repairs, ongoing support, testing and inspection, as well as associated materials and equipment, and contingency. For the cooling tower overhaul, compensation will be based on milestone payments based on completion of project deliverables including a final system acceptance before final payment. The cooling tower overhaul project includes a one-year warranty.

Cost Summary:

Pricing under the proposed agreement is set forth below:

Cooling Tower Overhaul Services
Cooling Tower Overhaul $ 399,400
Repairs and Replacement $ 326,300
Support Services $ 97,100
Testing and Inspection $ 31,500
Shipping and Freight $ 95,800
Estimated Sales Taxes for Material and Equipment $ 39,797 Subtotal $ 989,897 Firm fixed price
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23-1586 Agenda Date: 2/21/2023
As Needed Maintenance Repairs
and Inspection Services (5-year term) $ 500,000
Contingency $ 510,103
Maximum Compensation $2,000,000
Staff recommends that the City Manager is authorized to negotiate and execute future amendments to this agreement in an amount not to exceed one million additional dollars (total maximum compensation not to exceed $3 million) subject to the appropriation of funds to address future unanticipated needs. This will ensure that a contract is already in place to avoid emergency activity and maintain the power plant in a reliable operating condition and meeting regulatory requirements.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15301 of Title 14 of the California Code of Regulations as the services involve maintenance and repair of existing facilities and mechanical equipment.

FISCAL IMPACT
The maximum compensation under the proposed agreement with International Cooling Tower is $2,000,000, which includes a fixed price amount of $989,897 for the cooling tower overhaul services and $1,010,103 for contingency and as needed maintenance, repairs and inspection services. The City Manager would also be authorized to negotiate and execute future amendments to the agreement of up to $1,000,000, which would bring the total maximum compensation to $3,000,000.

Sufficient funds are available in the Generation Capital Maintenance and Betterments project (CIP #2119) in the Electric Utility Capital Fund.

Funding for future years will be requested through the corresponding budget process.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]>.

RECOMMENDATION

1. Determine that the proposed actions are categorically exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations;

2. Authorize the City Manager to negotiate and execute an Agreement for Services with International Cooling Tower for a five-year term beginning on or around March 1, 2023, with a maximum compensation not to exceed $2,000,000 to perform ongoing as-needed maintenance and repair services at the Donald Von Raesfeld Power Plant for Silicon Valley Power; and City of Santa Clara Printed on 2/16/2023Page 3 of 4
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23-1586 Agenda Date: 2/21/2023

3. Authorize the City Manager take any and all actions as are necessary or advisable to implement and administer the Agreement and negotiate and execute amendments to the Agreement to (a) to add or delete services consistent with the scope of the services for the Agreement, (b) incorporate future rate adjustments, and (c) increase maximum compensation up to a total maximum compensation of $3,000,000 subject to the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Office of the City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-210 Agenda Date: 2/21/2023

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to Negotiate and Execute Amendment No. 2 to the Agreement for Distributed Control System Upgrade/Replacement Project with Emerson Process Management Power and Water Solutions

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), operates three power generation facilities within city limits: the Donald Von Raesfeld Power Plant (DVR), the City of Santa Clara Cogen, and the Gianera Generating Station (Gianera). The DVR facility is the main plant and is a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power.

In 2019, a Request for Proposals (RFP) was issued to replace the control systems at DVR because the existing control systems were at end of life. After evaluation of all submitted proposals, a contract was awarded to Emerson to replace the distributed control system at DVR. A control system is a critical component of a power plant providing for operator interface and distributed control of turbine, generator, and Balance of Plant (BOP) functions including startup, shutdown, protection, and monitoring.

The agreement with Emerson included provision for hardware components necessary for the control system to function, including but not limited to controllers, cabinets, communication network hardware, related hardware, labor for configuration, training, support, and third-party software. The project was completed in June 2020.

In 2020, Council approved Amendment No. 1 which included: implementation of Emerson's Ovation software and the Ovation Excitation System, replacement of the Automatic Voltage Regulators (AVR) for all three generators with new equipment at DVR, and regulatory testing and modeling required by the North American Electric Reliability Corporation (NERC) and Western Electric Coordinating Council (WECC) Electric Reliability Standards.

DISCUSSION
A complete control system retrofit at Gianera and replacement of remaining legacy control equipment at DVR are both required to ensure the reliable operation of Generation facilities and maintain regulatory compliance with the interconnect requirements of NERC, WECC, and the California Independent System Operator (CAISO). Extending and upgrading the control system already installed at DVR provides several benefits including: the ability to monitor Gianera from DVR, a single data historian for troubleshooting of plant issues and outages, a single platform for staff City of Santa Clara Printed on 2/16/2023Page 1 of 3
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23-210 Agenda Date: 2/21/2023
training and knowledge base, and economies of scale associated with purchases of parts where needed.

The proposed Amendment No. 2 will increase the maximum compensation of the agreement with Emersion by $8,275,000 from $3,725,000 to $12,000,000. This includes funding for projects that will be authorized using a Work Authorization process included in the amended Agreement as well as funding for annual support and maintenance.

Upcoming projects include:
· An expansion of existing Ovation systems that will complete the control system for BOP at DVR, including gas compressors, duct burners, water treatment and chiller systems. These systems will be fully integrated with the current DVR Ovation control system including the latest hardware.
· Upgrading the control system at the Gianera facility to an Ovation control system which will be integrated with the DVR control system. This upgrade will include enhanced protection in the form of electronic overspeed protection, excitation control systems, and upgraded relay protection systems. This upgrade is required for the facility to be compliant with NERC regulations.
· A planned system wide update of hardware and software from Ovation version 3.7 to version

3.8. This update will not take place before fiscal year 2026.

Upon completion of the above projects, all major control systems for DVR and Gianera will have been converted to the latest Ovation standard. The completion of the above projects will provide for a singular distributed-control network between DVR and Gianera, leveraging best-in-class technology and enabling both maintenance and future system updates to be completed efficiently.

In addition to the proposed increase in compensation incorporated into Amendment No. 2, staff recommends that the City Manager is authorized to negotiate and execute additional amendments as needed to include unanticipated projects up to a maximum compensation not to exceed $15,000,000.

Due to the rapidly changing electric utility marketplace and regulations, there may be a need for additional projects that are not known at this time. For some projects, the City is required to authorize and schedule a project over one year in advance while also accommodating system outages to avoid peak usage periods. Authorizing additional funds at the time of this action will permit SVP to respond rapidly to balance those concerns.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant tosection 15301 of Title 14 of the California Code of Regulations as the services involve a retrofit of existing hardware and software upgrade for existing facilities.

FISCAL IMPACT
The proposed Amendment No. 2 increases the maximum compensation by $8,275,000 from $3,725,000 to $12,000,000 for the period of July 1, 2019, through December 31, 2030, subject to the appropriation of funds. The City Manager would also be authorized to negotiate and execute additional amendments up to a maximum compensation of $15,000,000, subject to the appropriation City of Santa Clara Printed on 2/16/2023Page 2 of 3
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of funds.

Sufficient funds are available to initiate the near-term projects at DVR and Gianera in the Electric Utility Capital Fund in the Replace Balance of Plant Control System (DCS) project, CIP 2434.

Funding for the annual support costs in future agreement years are available in the Operating Electric Utility Fund. Additional funds will be required in future years which will be requested through the corresponding budget process.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

RECOMMENDATION

1. Determine the proposed actions are exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations;

2. Authorize the City Manager to negotiate and execute Amendment No. 2 to the Agreement for Distributed Control System Upgrade/Replacement Project with Emerson Process Management Power and Water Solutions increasing maximum compensation by $8,275,000 from $3,725,000 to $12,000,000 and extending the term through December 31, 2030;

3. Authorize the City Manager to negotiate and execute additional amendments as needed to (a) add or delete services consistent with the scope of services for the agreement, (b) adjust future rates, and (c) increase maximum compensation to a not to exceed amount of $15,000,000, subject to the appropriation of funds; and

4. Authorize the City Manager to take any actions as necessary to implement and administer the agreement.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Office of the City Manager

ATTACHMENTS

1. Original Agreement

2. Amendment No. 1
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EBIX Insurance No. S200004309

AGREEMENT FOR

DISTRIBUTED CONTROL SYSTEM UPGRADE/REPLACEMENT PROJECT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Emerson Process Management Power & Water Solutions, Inc., a Delaware corporation ("Contractor") registered to conduct business in the State of California. City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The City issued a Request for Proposal (RFP 18-19-16) for the provision of all equipment, materials, and labor to upgrade the Distributed Control System ("System" or "DCS") at the Donald Von Raesfeld Power Plant;
B. Contractor has a good understanding of City's requirements through Contractor's examination of the Request for Proposal documents, software and product demonstrations, and exchange of information leading up to this Agreement; C. Contractor has the necessary expertise and skill to provide the System and perform design, installation and maintenance services specified herein; D. Based on Contractor's understanding of the City's requirements and the Contractor's knowledge and experience with other municipal organizations, Contractor warrants that the System and related services will meet the City's specifications and requirements as described in the Scope of Services; and
E. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. DEFINITIONS
"Hardware" shall mean any hardware components to be provided by Contractor necessary for the System to function as specified including but not limited to controllers, cabinets, user interface equipment, communication network hardware, and all other related hardware. "Support Services" shall mean the maintenance and support services set forth in Appendix A- 7 that Contractor shall provide during any period for which the City has paid for maintenance and support services.

Agreement with Emerson Process Management Page 1 of 90
"Ovation Software" shall mean Contractor's proprietary software. Software shall include any documentation, updates, customizations or enhancements thereto as specified herein. "Services" shall mean collectively all services provided by Contractor, including installation, design, configuration, training, and Maintenance Services. "Software" shall mean the aggregate of the Ovation TM Software and all other third party software installed as part of the DCS (such as anti-virus software, operating system, and all other commercial-off-the-shelf software required by the DCS and provided by Contractor). "System" or "DCS" shall mean the Distributed Control System as a whole including all associated Services, Software, and Hardware to be delivered by Contractor under this Agreement.

2. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Scope of Services
Appendix A-1 - 1/0 Counts
Appendix A-2 - Steam Turbine Control Block Diagram
Appendix A-3 - Turbine Data
Appendix A-4 - OT & EWS Stations
Appendix A-5 - Preliminary Project Implementation Schedule Appendix A-6 - Final System Acceptance Certificate
Appendix A-7 - SureService TM Customer Support Programs Compensation and Payment Schedule
Insurance Requirements
Labor Compliance Addendum
Software License Agreement
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control. The provisions in the Exhibits shall prevail over conflicting terms in any Appendices to the Exhibits.

Agreement with Emerson Process Management Page 2 of 90

3. TERM OF AGREEMENT
A. Term
The term of this Agreement is from July 1, 2019 to June 30, 2025, subject to the provisions of Section 12.

B. Appropriation of Funds
City's funding of this Agreement shall be on a fiscal year basis (July I to June 30) and is subject to budget appropriations. Contractor acknowledges that City, a municipal corporation, is precluded by the California State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of this Agreement. This Agreement will terminate immediately if funds necessary to continue the Agreement are not appropriated. Despite the foregoing, the City shall pay Contractor for any Services performed in accordance with this Agreement up to the date of termination.

4. SCOPE OF SERVICES
A.

Scope of Services
Contractor shall procure, install, and maintain the System as set forth in the Scope of Services, which is attached as Exhibit A hereto and incorporated as though fully set forth herein (the "Scope of Services").

Additional Equipment
The cost of any additional equipment, parts, or services required for final acceptance as detailed in the Scope of Services (Exhibit A) that is not reflected in the Contractor's proposal shall be the sole responsibility of the Contractor and at no cost to the City.

C. Notification
D.

Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Contractor's ability to meet the requirements of the Agreement or that is likely to occasion any material delay in completion of the project contemplated by this Agreement. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure.

Contractor's Proprietary Software
The terms for the use of Ovation Software delivered pursuant to the Scope of Services, including subsequent software upgrades, updates, customizations or enhancements thereto, shall be as set forth in the Software License Agreement (Exhibit E), which is attached hereto and incorporated herein. The Software License Agreement shall commence upon on July 1, 2019 and shall continue in Agreement with Emerson Process Management Page 3 of 90
E.

F.
perpetuity unless sooner terminated in accordance with the provisions of Section 12 "Termination" or pursuant to the Software License Agreement.

Third Party Software
With respect to any software installed pursuant to this Agreement that is proprietary to a vendor other than Contractor, such software shall be licensed to City pursuant to the terms of the Software License Agreement or applicable third party license agreements.

Maintenance and Support
Maintenance and support services for both hardware and software shall be provided by the Contractor as set forth in Appendix A-7.

5. SCHEDULE OF PERFORMANCE
Contractor shall perform the services in accordance with the Performance Schedule set forth in Appendix A-5. Time is a material condition with respect to each and every term and provision of Appendix A-5.

Contractor shall perform all requested services in an efficient and expeditious manner.

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all applicable federal, state, and local operation and safety regulations.

6. DATA FACILITIES
Contractor acknowledges that it has in its possession all applicable specifications and drawings, and all other documents to which reference is made herein and/or which are matched hereto, and all such data are adequate to enable Contractor to fairly determine its ability to perform the work called for herein at the price and in accordance with the schedule set forth herein. Contractor represents that it now has or can readily procure without assistance of City all facilities, machinery, and equipment necessary for the performance of this Agreement.

7. STANDARDS OF SERVICES
In connection with the performance of any services pursuant to this Agreement:

A. Number of Employees
Contractor certifies it will provide sufficient employees to complete the Services within the applicable time frames established pursuant to this Agreement.

Agreement with Emerson Process Management Page 4 of 90
B. Skill of Employees
Contractor certifies that employees shall have sufficient skill, knowledge, and training to perform the Services and that the Services shall be performed in a professional and workmanlike manner.

C. Security and Safety
D.

Contractor shall require employees providing services at a City location to comply with applicable City security and safety regulations and policies that are provided to Contractor prior to the regulation or policy going into effect. .

Replacement of Employees
During the course of performance of Services, City may request replacement of an employee or a proposed employee, provided that there is reasonable cause.

In such event, Contractor shall, within five (5) business days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. When the City notifies Contractor that (i) such employee's level of performance is unacceptable, (ii) such employee has failed to perform as required, or (iii) such employee, in City's sole opinion, lacks the skill, knowledge or training to perform at the required level, then Contractor will be required to review the work performed by said employee, confirm the quality of work, and correct any items the Contractor deems incorrect.

8. FREIGHT, TITLE, AND RISK OF LOSS
All freight charges will be pre-paid by Contractor. All products and materials shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until delivery to the City, provided that Contractor will be responsible for damages to the products and materials to the extent caused by Contractor and while the products and materials are in the Contractor's care, custody and control. Contractor shall ensure that the products and materials are insured against "all risks" from the time the products and materials are placed in the possession of the carrier for shipment to/from City until delivery to the City. Contractor will pack and ship all equipment in accordance with good commercial practices.

9. FINAL SYSTEM ACCEPTANCE
A. Upon final completion of the System, City and Contractor shall conduct an acceptance test. The criteria for the acceptance test shall be as set forth in the Scope of Services (Exhibit A). System acceptance will occur upon successful completion of the acceptance test (Final System Acceptance). When system acceptance occurs, the Parties will memorialize this event by promptly executing a Final System Acceptance Certificate (Appendix A-6).

B. If the System does not meet the requirements of the acceptance test specifications, Contractor shall repair or replace the System so that the same meets the acceptance test specifications in all material respects, all at no additional expense to City. All warranties shall become effective and begin to run Agreement with Emerson Process Management Page 5 of 90
upon the successful completion of the acceptance test and the date of Final System Acceptance.

10. CONTRACTOR REPRESENTATIONS & WARRANTIES
A. Contractor Responsibility
Contractor understands and accepts the specifications, requirements and deliverables defined in this Agreement. Contractor warrants it:
i. Has read and agrees with the specifications contained in the Scope of Services (Exhibit A);
ii. Fully understands the facilities, difficulties, and restrictions attending performance of the services; and
iii. Contractor agrees to inform City of any unforeseen conditions which will materially affect performance of the work within five (5) business days of Contractor's first notice thereof and shall not proceed until written instructions are received from City.

B. Authority to Make Agreement
Contractor represents and warrants that Contractor has full right and authority to perform its obligations under this Agreement. City shall be entitled to use the System as provided herein.

C. Warranty
Contractor expressly warrants for one ( 1) year from the date of Final System Acceptance ("Warranty Period") the System will function per the specifications set forth herein under ordinary use and operate in conformance with its specifications and documentation and with all other requirements of this Agreement. Contractor further warrants that System under normal use and service will be free from defects in material and workmanship.

Contractor shall provide warranty service to City during the Warranty Period at no additional cost and shall include all services necessary to enable Contractor to comply with the foregoing warranty. Contractor shall pass through to City any manufacturers' warranties which Contractor receives on the System and, at City's request, Contractor shall enforce such warranties on City's behalf.

Before the expiration of the Warranty Period, City must notify Contractor in writing if any Hardware, Software, or Services do not conform to the foregoing warranties. Upon receipt of such notice, Contractor will investigate the warranty claim. If this investigation confirms a valid warranty claim, Contractor shall (at its option and at no additional charge to City) correct the defect at no additional cost.

The warranty for any Hardware or Software corrected or furnished in replacement and any Services reperformed shall be for one year and shall run from the date of delivery of the corrected or replaced Hardware, Software, or Agreement with Emerson Process Management Page 6 of 90
Service. Such action will be the full extent of Contractor's liability hereunder. All replaced Hardware thereof will become the property of Contractor D. Warranty Against Infringement
Contractor agrees to defend and indemnify City of all direct losses, costs and damages resulting from a determination that the System as supplied to City by Contractor infringes any Canadian or United States patent rights, copyrights or trademarks provided that: City promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; allows Contractor sole control of the defense and/or settlement thereof; and provides such reasonable cooperation as Contractor may require. In no event shall City consent to any judgment or decree or do any other act in compromise of any such claim without Contractor's express prior written consent. In no event will Contractor be liable for the payment of any amount agreed to in settlement without its express consent. In the event that City is enjoined from use of the System due to a proceeding based upon the infringement of patent, copyright or trademark in the United States or Canada, Contractor shall, at its option, either:
i. Modify the System, at Contractor's expense, so it becomes non-infringing; or
ii. Replace the infringing System with equal non-infringing System, at Contractor's expense; or
iii. Procure, at Contractor's expense, the necessary licenses for the City to continue using the System; or
iv. Remove the affected equipment and refund the purchase price and transportation costs thereof, less a reasonable amount for depreciation.

Contractor shall have no liability in respect of any claim based upon:
i. Use, operation or combination of the System with software, hardware, data, or other equipment not supplied by Contractor if such infringement would have been avoided but for such use, operation or combination; or ii. Use of the System other than in accordance with Contractor's specifications if such infringement would have been avoided but for use of the system not in accordance with Contractor's specifications; or iii. System that has been modified by any party other than Contractor if such infringement would have been avoided but for such modification.

THE WARRANTIES AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THERE ARE NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS

TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES.

Agreement with Emerson Process Management Page 7 of 90

11. COMPENSATION AND PAYMENT
The maximum compensation of this Agreement is Three Million Two Hundred Four Thousand Five Hundred Fifty-Two Dollars ($3,204,552), subject to budget appropriations, which includes all payments that may be authorized under this Agreement. The terms, rate, and schedule of payment are set forth in the attached Exhibit B, entitled "Compensation and Payment Schedule." All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

12. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than thirty (30) days' prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, and Contractor has failed to cure or commence to cure such failure within twenty (20) days following written notice from the City, in addition to all other remedies provided under this Agreement, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession, and City shall pay Contractor for all undisputed Work completed prior to termination.

13. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

14. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as Agreement with Emerson Process Management Page 8 of 90
agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

16. CONFIDENTIALITY AND PROPRIETARY INFORMATION
A. Confidentiality of Material
B.

All data and information generated, collected, developed, discovered or otherwise saved in the System exclusively for the City, to the extent it contains the City's confidential or proprietary information (collectively the "Data") by the Contractor in the performance of this Agreement are confidential and must not be disclosed to any person except as authorized by City, or as required by law.

Ownership of Material
City and Contractor agree that Contractor shall own the entire right, title, and interest, including patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data conceived or developed by Contractor in the performance of the project, or developed using Contractor's facilities or personnel. City and Contractor agree that City shall own the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data solely conceived and developed by City's facilities or personnel, but shall not include intellectual property of Contractor.

C. Software and Firmware
D.

Notwithstanding any other provisions herein to the contrary, Contractor or applicable third party owner shall retain all exclusive rights, interest and title in its respective firmware and software. The City's use of firmware and software shall be governed exclusively by Contractor's and/or third party owner's applicable license terms.

Ownership of Data
The City shall maintain ownership and control of the Data, to the extent it contains the City's proprietary information, throughout the Agreement period and in perpetuity. Contractor shall have the right to use the City's proprietary Data solely to perform Services under the Agreement with the City. Contractor may not use the City's proprietary Data, a subset of such Data, and/or a summary of such Data, or, cause or permit the City's proprietary Data, a subset and/or a summary thereof, to be used by any third party, outside the scope of the Agreement without the express written consent of the City. Contractor warrants that throughout all operational and maintenance activities the accuracy of the City's Data will be preserved.

Agreement with Emerson Process Management Page 9 of 90

17. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor solely for the purpose of verifying invoices for charges made by Contractor for any work performed on a time and materials basis in connection with Contractor compensation under this Agreement, including termination of Contractor and records sufficient for verification of Contractor's compliance with any applicable prevailing wage requirements. Such review shall be upon two weeks advance written notice, at Contractor's facilities, and during regular business hours. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all time and materials charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of ten (10) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to provide reasonable assistance to City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

18. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, and employees, from and against any third party claim for injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent caused by Contractor's negligent acts, errors or omissions or willful misconduct connected with the Services performed by Contractor pursuant to this Agreement.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

Agreement with Emerson Process Management Page 10 of 90

19. LIMITATION OF LIABILITY

NEITHER PARTY, NOR THEIR RESPECTIVE OFFICERS, PARTNERS, AFFILIATES,

SUBCONTRACTORS, VENDORS OR SUBSIDIARIES, SHALL BE LIABLE TO THE

OTHER FOR CLAIMS FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY,

PUNITIVE, SPECIAL OR ANY INDIRECT DAMAGES OF ANY NATURE ARISING AT

ANY TIME, OR FOR LOSS OF PROFITS OR LOSS OF USE, FROM ANY CAUSE

WHATSOEVER, WHETHER ARISING IN TORT, CONTRACT, WARRANTY, STRICT

LIABILITY, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING ALL LIABILITY

ARISING OUT OF SUCH PERSON'S OR ENTITY'S OWN NEGLIGENCE OR FAULT, CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON

PERFORMANCE UNDER THIS AGREEMENT AND/OR ANY SEPARATE

AGREEMENT FOR CITY'S BENEFIT IN CONNECTION WITH ANY WORK COVERED BY THIS AGREEMENT.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL

AGGREGATE LIABILITY OF CONTRACTOR, ITS AFFILIATES SUBCONTRACTORS

AND VENDORS TO CITY FOR CLAIMS OR DAMAGES OF ANY NATURE ARISING

AT ANY TIME, FROM ANY CAUSE WHATSOEVER, WHETHER ARISING IN TORT,

CONTRACT, WARRANTY, STRICT LIABILITY, BY OPERATION OF LAW, OR

OTHERWISE, CONNECTED WITH OR RESULTING FROM PERFORMANCE OR

NON-PERFORMANCE OF THE WORK UNDER THIS AGREEMENT, SHALL BE LIMITED TO $5,000,000. FOR AVOIDANCE OF DOUBT, THIS LIMITATION OF $5,000,000 DOES NOT APPLY TO AMOUNTS OWED TO THIRD PARTIES FOR THEIR CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE. FOR

THE PURPOSE OF THIS SECTION, EMPLOYEES OR AGENTS OF THE CITY SHALL BE CONSIDERED A THIRD PARTY. AMOUNTS PAYABLE TO THE CITY BY

CONTRACTOR FOR PROPERTY DAMAGE CAUSED BY CONTRACTOR SHALL NOT EXCEED $10,000,000.

20. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance coverage as set forth in Exhibit C.

21. EXCUSE OF PERFORMANCE
Contractor shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components through no fault of Contractor, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Contractor's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

Agreement with Emerson Process Management Page 11 of 90

22. WAIVER
Both parties agree that waiver of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither the review, acceptance nor payments for any of the System required under this Agreement shall be const ructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

23. NOTICES
All notices to the Parties shall , unless otherwise requested in writing , be sent to City addressed as follows:

City of Santa Clara
Attention : Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at gdougherty@santaclaraca .gov , svpcontracts@santaclaraca .gov , and mpineda@santaclaraca .gov
And to Contractor addressed as follows :

Emerson Process Management Power & Water Solutions, Inc. 200 Beta Drive
Pittsburgh , PA 15238
and by e-mail at christina .spangler@emerson .com
The workday the e-mail was sent shall control the date notice was deemed given . An e mail transmitted after 1 :00 p.m . on a Friday shall be deemed to have been transmitted on the following business day .

24. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal , state and local government , including but not limited to "The Code of the City of Santa Clara , California " ("SCCC "). In particular , Contractor's attention is called to the regulations rega rding Campaign Contributions (SCCC Chapter 2.130) , Lobbying (SCCC Chapter

2.155) , Minimum Wage (SCCC Chapter 3.20) , Business Tax Certificate (SCCC section

3.40.060) , and Food and Beverage Service Worker Retention (SCCC Chapter 9.60) , as such Chapters or Sections may be amended from time to time or renumbered .

Additionally Contractor has read and agrees to comply with City 's Ethical Standards (http ://santaclaraca .gov/home/showdocument?id=58299 ).

Agreement with Emerson Process Management Page 12 of 90

25. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the applicable provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions.

Contractor will advise City if a conflict arises.

26. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

27. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

28. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

29. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

30. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with Emerson Process Management Page 13 of 90

31. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:
~I~
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: ·7 -;2..?,.-\q
"CITY"
{;cIL
DEAJ .SANTANA
City nager
1500 Warburton Avenue
Santa Clara , CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC.

A Delaware corporation
Dated: _J=_~:=L-~!~5.,._.~_=i._o~~/--1,1-----------
By (Signature): -.L.-- ---,=a~~-----............... - -------- Name: SLA.-sftr--J . J....t>-Jt>--
Title: ~, tl.-'i. c.:T p,f Cc,M ,4 <rJ'.C; .i L.... v PU A rt Jt--1 .5 Principal Place of
Business Address: 200 Beta Drive, Pittsburgh, PA 15238
Email Address : S usfl ,J . Lo N G@; €.mE~S: ot,J .CoM
Telephone : 'fi a- 9{p3-1/75 ::L
Fax: N/A ----------- - -------"CONTRACTOR "
Agreement with Emerson Process Management Page 14 of 90

1. GENERAL

EXHIBIT A

SCOPE OF SERVICES

1.1. This Scope of Services covers the replacement of all major plant control systems and interfaces to various auxiliary systems at the Donald Von Raesfeld ("DVR") (collectively, the "Project"). This Scope of Services defines the requirements for the design, engineering, manufacture, staging, factory test, demonstration, documentation, delivery, installation, certification, field testing and startup of the Distributed Control System ("System" or "DCS").

1.2. This Project is on a turnkey basis whereby Contractor is responsible for installation and commissioning for the scope of supply covered under this Scope of Services.

1.3. Contractor is responsible for all system design and implementation. Contractor shall be responsible for reviewing all system and original equipment manufacturer (OEM) documentation, including all current logic and wiring diagrams, and incorporate all currently controlled and connected equipment.

1.4. City will not perform any design or engineering for the project and expects that Contractor has experience and capability to fully engineer the replacement System and execute the project successfully. The City will design and implement a new server room and interlocation networking with guidance from the Contractor. The City may review Contractor's submittals and make comments but this does not remove the responsibility of the Contractor for system design.

1.5. The DVR plant consists of the following.

1.5.1. Two (2) General Electric LM6000 PC sprint combustion turbine generators (CTG) single fuel gas with water injection to control NOx and air inlet chilling.

1.5.2. Two (2) ATS Express dual pressure heat recovery steam generators (HRSG) with duct burners and selective catalytic reduction (SCR) and CO catalyst to control emissions.

1.5.3. One (1) Mitsubishi Heavy Industries induction condensing steam turbine generator (STG).

1.5.4. Balance of plant (BOP), a deaerating surface condenser, a mechanical draft, plume-abated cooling tower, and various associated support equipment.

1.6. The System shall be a fully engineered system, designed and executed as a fully functional replacement for the existing gas turbines, steam turbine, heat recovery steam generators, and balance of plant systems. Contractor shall meet or exceed all OEM control specifications, sequencing, protection, operational limits, and interlocks. The System shall provide automatic control that maintains operational process limits and time curves for warmup/cooldown requirements. Special attention must be made to both the combustion/steam turbines and generators protection systems, ensuring all Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 15 of 90 ends

processes critical inputs are evaluated and acted upon within OEM and industry standard time specifications. Examples of critical protection are speed detection, monitoring, and over speed trip system. The System shall be open architecture with no hidden logic or sections of code inaccessible to City.

1. 7. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City's RFP 18-19-16 (including subsequent updates), Contractor's proposal response dated March 18, 2019, Contractor's system demonstrations materials dated April 11, 2019, and Contractor's Best and Final Offer (BAFO) response dated April 16, 2019 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. DOCUMENTS

1.1. This Exhibit contains the following Appendices:

1.2. Appendix A-: 1/0 Counts

1.3. Appendix A-2: Steam Turbine Control Block Diagram

1.4. Appendix A-3: Turbine Data

1.5. Appendix A-4: OT & EWS Stations

1.6. Appendix A-5: Preliminary Project Implementation Schedule

1. 7. Appendix A-6: Final System Acceptance Certificate

1.8. Appendix A-7: SureService Customer Service Support Program

3. CURRENT SYSTEM DESCRIPTION

3.1. Existing Control System
The hardware locations, as well as the scope of the interfaces between the control systems and ancillary devices, will mimic the current installation. The current control systems to be replaced are outlined as follows.

3.1.1. Combustion Turbine Generators (CTG), each turbine has its own independent control system

3.1.1.1. Control: GE Millennium Mark VI, one (1) for each CTG.

3.1.1.2. Engineering Work Station: GE Control System Toolbox and Logicmaster PLC. Mark VI configuration tool installed on local SCADA/HMI.

3.1.1.3. SCADA/HMI: Wonderware, one (1) local and one (1) remote station for each CTG.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 16 of 90 ends

3.1.2. Stearn Turbine

3.1.2.1. Control: MHI Turbine Control Panel with a Woodward 505 governor.

3.1.2.2. Control (Supervisory): ABB (Harmony) DCS, one (1) Process Control Unit (PCU).

3.1.2.3. Engineering Work Station: ABB Composer, common to all systems except the CTG's.

3.1.2.4. SCADA/HMI: ABB Conductor NT, common to all systems except the CTG's.

3.1.3. HRSG's

3.1.3.1. Control: ABB (Harmony) DCS, one (1) PCU for each HRSG.

3.1.3.2. Engineering Work Station: ABB Composer, common to all systems.

3.1.3.3. SCADA/HMI: ABB Conductor NT, common to all systems except the CTG's.

3.1.4. Balance of Plant

3.1.4.1. Control: ABB (Harmony) DCS, two (2) PCU's for BOP.

3.1.4.2. Engineering Work Station: ABB Composer, common to all systems.

3.1.4.3. SCADA/HMI: ABB Conductor NT, common to all systems except the CTG's.

3.1.5. Gas Compressor

3.1.5.1. Control (Supervisory): ABB (Harmony) DCS, one (1) PCU.

3.1.5.2. Engineering Work Station: ABB Composer, common to all systems.

3.1.5.3. SCADA/HMI: ABB Conductor NT, common to all systems except the CTG's.

3.1.6. Switch Yard

3.1.6.1. Control (Supervisory): ABB (Harmony) DCS, one (1) PCU.

3.1.6.2. Engineering Work Station: ABB Composer, common to all systems.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 17 of 90 ends

3.1.6.3. SCADA/HMI: ABB Conductor NT, common to all systems except the CTG's.

3.2. ABB (Harmony) DCS System

3.2.1. The ABB (Harmony) DCS and Conductor NT SCADA/HMI system to be replaced consist of seven (7) independent process control units (PCU), each with one or two pairs of redundant control processors. With an additional six (6) processors used as foreign device interface units (FDI) to communicate with auxiliary systems. The SCADA stations are common to all control units except the CTG's and are all located in the plant control room. There are currently six (6) dual screen operator SCADA/HMI systems, one (1) OPC Data server (OSI Pl Interface) and two (2) engineering work stations (EWS). The first EWS is located in the control room and the second EWS located in the l&C office.

3.2.2. The ABB (Harmony) DCS system consist of the following process control units. Contractor shall provide the necessary equipment (i.e. fiber optic modems, Ethernet switches) to communicate between all PCU's and all SCADA/HMI, EWS and all other work stations. The existing fiber optic, Ethernet and data highway cabling between panels (locations) shall be utilized when possible. Inter-panel fiber optic, Ethernet and data highway cabling shall be replaced.

3.2.2.1. PCU 1: Unit #1 HRSG Control & CTG Interface & Supervisory Control.

3.2.2.2. Location: Auxiliary Power Enclosure.

3.2.2.3. Cabinets: Four (4), one (1) Processors & Modules, three (3) 1/0 Terminations.

3.2.2.4. Processor's Control: Two (2) sets of redundant pairs.

3.2.2.4.1. Processor's FDI: One ( 1) interface with the Burner Management System (BMS) control.

3.2.2.5. PCU 2: Unit #2 HRSG Control & CTG Interface & Supervisory Control.

3.2.2.5.1. 3.2.2.5.2.

3.2.2.5.3. Location: Auxiliary Power Enclosure.

Cabinets: Four (4), one (1) Processors & Modules,
three (3) 1/0 Terminations.

Processor's Control: Two (2) sets of redundant
pairs.

3.2.2.5.4. Processor's FDI: One (1) interface with the Burner Management System (BMS) control.

Agreement with Emerson Process Management Page 18 of 90 Exhibit A, Scope of Services

3.2.2.6. PCU 3: BOP Control.

3.2.2.6.1. 3.2.2.6.2.

3.2.2.6.3. Location: Auxiliary Power Enclosure.

Cabinets: Two (2), one (1) Processors & Modules,
one (1) 1/0 Terminations.

Processor's Control: One (1) set of redundant pairs.

3.2.2.7. PCU 4: Steam Turbine, Interface & Supervisory Control.

3.2.2.7.1. 3.2.2.7.2.

3.2.2.7.3. Location: Electrical Room.

Cabinets: Four (4), one (1) Processors & Modules,
three (3) 1/0 Terminations.

Processor's Control: One (1) set of redundant pairs.

3.2.2.8. PCU 5: BOP Control

3.2.2.8.1. 3.2.2.8.2.

3.2.2.8.3. 3.2.2.8.4.

Location: Electrical Room
Cabinets: Four (4), one (1) Processors & Modules,
three (3) 1/0 Terminations.

Processor's Control: Two (2) sets of redundant
pairs.

Processor's FDI: Two (2) separate interfaces with
the plant RIG and RTU.

3.2.2.9. PCU 6: Gas Compressor's, Interface & Supervisory Control.

3.2.2.9.1. 3.2.2.9.2.

3.2.2.9.3. 3.2.2.9.4.

Location: Gas Compressor Building.

Cabinets: Two (2), one (1) Processors & Modules,
one (1) 1/0 Terminations.

Processor's Control: One (1) set of redundant pairs.

Processor's FDI: One (1) interface with the Gas
Compressor control system.

3.2.2.10. PCU 7: Switch yard, Interface & Supervisory Control.

3.2.2.10.1. Location: Duane Substation Switchyard, Relay House.

3.2.2.10.2. Cabinets: Two (2), one (1) Processors & Modules, one (1) 1/0 Terminations.

3.2.2.10.3. Processor's Control: One (1) set of redundant pairs.

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Exhibit A, Scope of Services

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3.2.2.10.4. Processor's FOi: One (1) interface with the substation.

3.2.3. All cabinets are dual access (front/back) 2200 mm tall x 600 mm wide.

Existing cabinets shall be utilized modifying as necessary to accommodate new system. Contractor shall provide all hardware necessary to modify the cabinets to integrate the new control system into the existing enclosures.

3.2.4. The existing field wiring shall be utilized. It will be the Contractor's responsibility to design the 1/0 termination points to accommodate the existing cable locations and lengths. No cable splicing shall be permitted.

All field wiring shall be terminated at terminal blocks. All 1/0 modules shall be pre-wired to terminal blocks/termination units (TU), preferably with pre manufactured cabling designed for the modules. All module points including spares shall be pre-wired to the TU's. Contractor shall verify existing voltage and amperage for all 1/0 points and ensure they are compatible with the new system. See Appendix A-1 for a detailed 1/0 count.

3.3. GE Millennium Control System

3.3.1. The GE Millennium Controller consists of a Mark VI microprocessor based digital fuel controller and a GE Fanuc 90/70 PLC sequencer. The current engine core version is S5 with enhanced sprint, water injection for NOx control and inlet air chiller system (chiller not included in this Project).

3.3.2. The engine core version may be upgraded to S6 or S7.

3.3.3. There are two (2) independent Millennium control systems, one for each gas turbine generator system. Each system has one local (panel mounted at TCP) and one remote (main control room) Wonderware lnTouch SCADA/HMI station.

3.3.4. Located on each local SCADA/HMI station is the GE Control System Toolbox software for the Mark VI configuration, testing and calibration. The 90-70 Logicmaster PLC software is located on a single laptop.

3.3.5. The GE Millennium control system consists of the following. Contractor shall provide the necessary equipment (i.e. fiber optic modems, Ethernet switches) to communicate between all controllers and all SCADA/HMI, EWS and all other work stations. The existing fiber optic, Ethernet and data highway cabling between panels (locations) shall be utilized when possible.

Internal panel fiber optic, Ethernet and data highway cabling shall be replaced.

CTG-1/2: Millennium Mark VI control systems, the following list is for one unit. The scope shall be for both units.

3.3.5.1. Location: Auxiliary Power Enclosure.

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Exhibit A, Scope of Services

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3.3.5.2. Turbine Control Panel: Two (2), one (1) Processors & Modules, one (1) 1/0 Terminations. The TCP contains both local (Mark VI) and remote (90-70) 1/0.

3.3.5.3. Remote 1/0: Genius Bus 1/0.

3.3.5.3.1. 3.3.5.3.2.

3.3.5.3.3. Turbine Control Panel (TCP)
Main Turbine Terminal Box (MTTB).

Main Generator Terminal Box (MGTB)

3.3.5.4. Two (2) Woodward EM Digital Drivers, 4-20mA control. Drivers shall be replaced with the latest Woodward models.

3.3.5.4.1. 3.3.5.4.2.

One (1) Driver for fuel control, valve not included in
upgrade.

One (1) Driver for water injection control, valve not
included in upgrade.

3.3.5.5. Modbus Master: Serial RS485 data link.

3.3.5.5.1. 3.3.5.5.2.

One (1) Slave: Bently Nevada 3500, Hardwire trip,
Modbus Slave, RS485 data link for SCADA/HMI.

One (1) Slave: Digital Meter Multi-Function (DMMF),
Generator Data, Modbus Slave, RS485 data link.

3.3.5.6. Woodward DSM Synchronizer, not included in upgrade.

3.3.5.7. Bently Nevada 3500: Integrate only, (Option to replace).

3.3.5.8. Brush Prismic A30 AVR: Integrate only, not included in upgrade.

3.3.5.9. Beckwith M-3425 Generator Protection (Redundant): Integrate only, not included in upgrade.

3.3.6. There are three existing cabinets for each CTG to be utilized, modifying as necessary to accommodate new system. This is a typical GE design and it is expected that Contractor has experience fitting the new controls, communications and 1/0 into the TCP, MTTB and MGTB panels.

Contractor shall provide all hardware necessary to modify the cabinets to integrate the new control system into the existing enclosures.

3.3.7. The existing field wiring shall be utilized. It will be the Contractor's responsibility to design the 1/0 termination points to accommodate the existing cable locations and lengths. No cable splicing shall be permitted.

All field wiring shall be terminated at terminal blocks. All 1/0 modules shall be pre-wired to terminal blocks/termination units (TU), preferably with pre manufactured cabling designed for the modules. All module points including spares shall be pre-wired to the TU's. Contractor shall verify Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 21 of 90 ends

existing voltage and amperage for all 1/0 points and ensure they are compatible with the new system. See Appendix A for a detailed 1/0 count.

3.4. Mitsubishi Heavy Industries- Turbine Control Panel

3.4.1. The Mitsubishi Heavy Industries (MHI) Turbine Control & Protection Panel (TCP) consists of the following major components:

3.4.1.1. Woodward 505 Digital Governor.

3.4.1.2. Woodward Electrical to Hydraulic Converter & Amplifier (Not included in upgrade).

3.4.1.3. Woodward ProTech 203 Overspeed Protection System.

3.4.1.4. Bently Nevada 3500, (Option to replace).

3.4.1.5. Turbine Protection Interlock Relay Panel

3.4.1.6. Auxiliary Motor Interlock Relay Panel.

3.4.1. 7. Various Relays, Distributors & Isolators.

3.4.2. The MHI TCP is a mixture of devices designed to form all major steam turbine control functions. This is an obsolete design and shall be completely replaced. All components shall be removed from the panel; no unused terminal boards, relays, switches or wiring shall be abandoned in place. The current panel mounted motor control HOA switches shall be retained and intergraded into the new control system. Contractor shall make recommendations for the remaining front panel mounted controls and coordinate with City. All unused panel penetrations shall be covered in a neat manner. The option to replace the panel completely or to use as a remote 1/0 panel is up to the Contractor. When relays are required for digital outputs, the same relays used throughout the new control system shall be used.

3.4.3. All points wired to the MHI TCP that activate interposing relays and distributors that then send signals to the TCP and DCS shall be removed and go directly to the DCS. The MHI TCP may be used as a marshalling panel or have remote 1/0 installed. All points shall now be wired directly to the control system.

3.4.4. The DCS is used as an interface and supervisory control, with approximately 75 1/0 points going to the MHI TCP and 200 1/0 points coming from the MHI TCP. The DCS points that are hard wired commands to the MHI TCP shall be removed, and all wiring removed, or reused. See Appendix A for a detailed 1/0 count.

3.4.5. The Bently Nevada 3500 is also used to monitor critical steam turbine temperatures and active a turbine trip, then output temperatures to the Agreement with Emerson Process Management
Exhibit A, Scope of Services

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DCS. All temperature shall come directly into the new control system, the Bently Nevada 3500 will be reconfigured or replaced.

3.4.6. The steam turbine governing valve is controlled by the MHI TCP via the Woodward 505. The electric signal of 20-160 mA from the governor is transmitted to E/H converter in the amplifier (AMP) where the electrical signal is converted into the mechanical signal. (i.e. the angular displacement of the E/H converter output lever which is proportional to the electric signal).

3.4.7. As shown in the Steam Turbine Control Block Diagram (Appendix A-2), the DCS has direct control of the HP (HPBV) and LP (LPBV) steam bypass valves and the induction steam control valve (ICV).

4. GENERAL DESCRIPTION OF THE NEW CONTROL SYSTEM

4.1. General

4.1.1. The System shall have direct interface suitable for existing turbine devices and instruments. The new system shall have the modules required for turbine control, including speed measurement and valve interface.

4.1.2. The System shall have a common integrated hardware platform across BOP, HRSG, CTG, and STG controls. With a common engineering tool across BOP, HRSG, CTG, and STG controls.

4.1.3. The System shall be provided with a minimum of 25% usable spare computation capability, memory, logic block capacity, and display block capacity in the most heavily loaded control processor, with point dead bands set to no greater than 0.5% of span.

4.1.3.1. System shall have redundancy at CPU, network, and HMI level.

4.1.3.2. No external devices or signal conditioners are permitted.

4.1.3.3. Sequence of Events (SOE) modules are required for all critical digital 10, at minimum all current DCS SOE points will be configured for high speed sequence of events recording and reporting.

4.1.3.4. Start permissive and trip displays for easy troubleshooting.

4.1.3.5. All Interlocks, Permissive, Runbacks, Holds shall have a detailed graphics display listing the status of each input or condition to the function.

4.1.3.6. All system multi point interlocks and trip functions shall have a detailed status listing, including a First Out for trip functions.

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Exhibit A, Scope of Services

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4.1.3.7. Overrides (enable/disable) for interlocks with override status and alarm functions. Critical system protection shall not have overrides. City and Contractor to determine points.

4.1.4. Steam and Gas Turbine Specific Functions

4.1.4.1. Unit operation maintenance summary with equivalent Hours and starts counters calculations.

4.1.4.2. Automatic turbine trip reports. System shall have high speed data recording capable of recording selected critical values, digital and analog, at 10ms (or less) resolution for use in post-disturbance analysis. The automatic trip reports shall go back for at least 1 minute before the event and 1 minute after. The logs shall be automatically archived onto the Historian hard drive.

4.1.4.3. Update time for variable geometry and other critical control loops shall be 1 Oms or less.

4.1.4.4. Speed detection and over speed trip functions shall be 1 Oms or less.

4.1.4.5. Over speed test functions from HMI screen.

4.1.4.6. Valve and variable geometry calibration from HMI screen.

4.1.4. 7. Manual bias of water injection for improved NOx control.

4.1.5. In addition, controller shall have communications modules for interfacing with industry standard protocols used with devices like protection relays, CEMS, RTUs, Fire & Gas systems, vibration monitor, DCS etc.

4.2. Redundancy and Fault Tolerance

4.2.1. Redundancy shall be provided for, but not limited to, the following.

4.2.1.1. Processors

4.2.1.2. Power supply- Incoming

4.2.1.3. Power supply - System

4.2.1.4. Communications (internal, data highway, HMI communications)

4.2.2. All processing equipment shall be fully redundant (primary and backup).

Redundant backup equipment shall be dedicated to the backup of specific equipment on a one-to-one (1+1) basis (active/active resilience level).

Floating backup, where one set of equipment can backup two or more pieces of equipment, is not considered reliable and is not permitted.

4.2.3. Upon detection of a fatal failure in the primary equipment, the backup equipment shall assume operation in a bumpless fashion. This condition Agreement with Emerson Process Management
Exhibit A, Scope of Services

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shall be alarmed. Transfer of control back to the primary equipment will require deliberate manual reset.

4.2.4. For normal operations, the backup equipment shall have parallel access to the system and continuously update while in the backup state. The intent is to maintain the status of the backup equipment current so that transfer of information from the failing primary controller is not required.

4.2.5. The ability shall exist to download to the primary processor to facilitate the testing of new code prior to the backup processor being updated.

4.2.6. When peer-to-peer communication between controllers is employed, there shall be no interruption in communication upon transfer of either the primary processor to its backup, transfer of a backup processor to its primary, or during data highway faults.

4.3. Operator Stations

4.3.1. Total operation and monitoring of the plant shall be through the SCADA/HMI Operator Terminals (OTs). The following functions shall be possible from any OT:

4.3.1.1. Selection of automatic, cascade and manual operation and the adjustment of set points, bias settings, and limits.

4.3.1.2. Motor start/stop and valve open/close control.

4.3.1.3. The ability to enable, disable, and acknowledge alarms.

4.3.1.4. Monitor all analog and discrete points in the system.

4.3.1.5. Access details for every displayed analog and discrete point in the system. Ability to access logic diagrams from point selection.

4.3.1.6. Create trending displays and observe trended information.

4.3.1. 7. Calibrate and tune the system from a password protected environment.

4.3.1.8. Operate interactive graphics displays from a password protected environment.

4.3.2. The Control Room shall have a total of sixteen (16) operator display screens. This should be accomplished by four quad screen OT stations.

One OT station will have two standard displays (30") and two large format (55" HDMI Input) displays, all other display screens shall be 30" LCD monitors.

4.3.3. The Auxiliary Power Enclosure (APE) CTG OT local stations. The new system shall incorporate a single desktop dual monitor operator OT station and a single desktop dual monitor EWS station with both CTG 1 &2 Agreement with Emerson Process Management
Exhibit A, Scope of Services

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integrated, instead of the independent TCP panel mounted stations. The TCP panel mounted screens shall be removed and have a blanking plate installed. Alternatively two (2) dual monitor combination OT and EWS stations may be utilized. The remote APE stations shall be locked to view only mode by password protected security by default. See Appendix A-4 for a general OT and EWS layout.

4.4. Engineering Work Stations

4.4.1. There shall be at minimum three (3) dual monitor Engineering Work Stations (EWS), one at each of the following locations.

4.4.1.1. Server Room (new next to Main Control Room).

4.4.1.2. l&C Office.

4.4.1.3. Auxiliary Power Enclosure (as described above).

4.4.2. Each EWS will have the ability to develop, edit and monitor all processors (Logic), processor/interface modules (FOi), and SCADA/HMI stations. The l&C office EWS shall ability to remotely connect to and configure the Domain controllers, Historian and the OPC data servers.

4.5. OPC Servers

4.5.1. There shall be redundant OPC servers for the plant Pl system. The OPC servers shall be independent of the SCADA/HMI system. The OPC server shall have separate Ethernet connections for the control system and the plant Pl interface.

4.6. Historian

4.6.1. The System shall include redundant historians for gathering, analyzing, and reporting plant information. The historian shall be specifically designed to support plant operations. The historian shall be an integral component of the control system; third party add-on historians or data management systems are not acceptable.

4.6.2. The data historian shall reside on the control system network and provide mass storage into which process values, alarms, sequence-of-events, calculated values, and operator actions shall be archived. The historian shall utilize a dead band compression technique to store information without impacting the fidelity of retrieved data. Trend data will be readily available to plant personnel via defined trend displays, menu driven functions, and ad hoc queries; any point in the system can be trended simply by assigning that point to a new or existing trend display. Personnel shall be able to define and save trends for groups of variables in which they are interested in situations where, for example, there are operational abnormalities meriting investigation.

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Exhibit A, Scope of Services

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4.7. Domain Controllers

4. 7 .1. Domain controllers shall be utilized to facilitate central operator log on credentials. There shall be redundant domain controllers; optionally a system to facilitate central operator logon credentials.

5. EQUIPMENT SPECIFICATIONS
The OTs shall be completely self-contained and independent. The OTs will utilize PCs, minimum 30" LCD monitors, QWERTY type keyboards and laser mouse pointing devices. A total of five (5) quad monitor OTs will be provided and three (3) dual monitor EWS stations.

Four (4) OT stations will be located in the control room and one (1) will be located in the Auxiliary Power Enclosure (APE). The APE OT station will share two (2) monitors with one (1) of the EWS stations.

Video screen displays, including interactive graphics, shall be fully displayed and operative on the video screen in two seconds or less. All displayed data shall have been actually measured at the input terminations within two seconds or less.

Any operator-initiated control action, whether requested by the keyboard or mouse shall be executed within one second or less. Confirmation that an operator action has been executed shall be displayed on the video screen within two seconds or less. Execution and confirmation to an operator action shall not be slower due to high system activity, such as an alarm avalanche during a process upset.

Operator workstations shall be provided with a means of controlling access to the system by means of a password. The functions that are accessible without invoking security shall, in general, include auto/manual selection, set point and bias adjustment (within limits) and control drive positioning.

The City has standardized on Dell for computers and monitors. The Dell computers specified herein provide minimum system requirements.

5.1. Control Room and Auxiliary Power Enclosure Operator Stations

5.1.1. Contractor shall coordinate with the City in the design, procurement and installation of new control stations for the main control room and the addition of a station in the auxiliary power enclosure. The new stations shall incorporate monitor support (2 high), cable management, networking devices and computer placement.

5.1.2. There shall be three (3) distinct sections in the main control room. The new station in the auxiliary power enclosure shall be a combined OT and EWS station.

5.2. Computers, Servers and Monitors

5.2.1. The operator stations and engineering work stations shall be Dell Precision Workstations, with a minimum of 32 GB of RAM, redundant solid state hard drives (minimum 256 GB), Raid 1, two or more NIC's and redundant power Agreement with Emerson Process Management
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supplies. All stations will have Windows 10 or greater operating system and come with Microsoft Office Professional.

5.2.1.1. The four ( 4) OT's in the Control Room are to be rack mounted Dell Precision Workstations with IP KVM system.

5.2.1.2. The Server Room EWS shall also be a rack mounted Dell Precision Workstation with IP KVM.

5.2.1.3. The Auxiliary Power Enclosure OT and EWS stations shall be tower Dell Optiplex Workstations.

5.2.1.4. The l&C Office EWS station shall be tower Dell Optiplex Workstation.

5.2.2. All server shall be Dell PowerEdge Servers, redundant power supplies, hot pluggable redundant hard drives. Separate hard drives for backups and data storage.

5.2.3. All display screens shall be Dell UltraSharp 30" monitors, with the exception of the two large format (55" HDMI Input) displays.

5.3. IP Based KVM Switching System

5.3.1. All control room OT's and EWS shall utilize IP based KVM system. The KVM system shall use separate redundant networking equipment and switches from the main control system network. The system shall have the capacity to integrate the City's other control system computers and monitors. See Appendix A-4 system diagram. Although the system diagram shows local work stations for the OT's, this is for visualization only.

5.4. Printers
Dedicated printers shall be provided for the following services:

5.4.1. One ( 1) color laser-jet type, engineering workstation printer capable of printing on 11"x17" paper, to be located near the EWS.

5.4.2. One (1) color laser-jet type, operator terminal printer capable of printing on

8.5"x11" paper, to be located in the Control Room.

5.4.3. All printers shall have Ethernet connectivity built in.

5.4.4. All printers shall be provided with sufficient noise silencing to be compatible with control room operations.

5.5. Network

5.5.1. Contractor shall provide new network switches that are integrated with the overall security program. The control network shall be an isolated network with a DMZ zone for external connections. It is expected that Contractor Agreement with Emerson Process Management
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will provide a comprehensive security system. See System Security section.

5.5.2. All control system network connections between workstations, processors, and 1/0 modules shall be redundant. Routing for redundant networks will include separate cables and routes (when possible) for redundant pairs.

5.5.3. All network equipment will be located locally to the control system equipment, and internal to the control system cabinets and server room located next to the control room.

5.6. Processors

5.6.1. The process controllers shall be provided with fault tolerant redundancy.

The control system processors shall be complete with a redundant data highway communication interface, and mounted in ventilated enclosures.

5.6.2. Processor capability shall be such that operation is not impacted during any condition with loop execution time set to 250ms or less for all loops.

5.7. System Power Supply and Distribution

5. 7 .1. The power provided for the control system shall be two 120 VAC UPS feeds. All required power supply modules for processor and 1/0 power shall be furnished with the system. Contractor shall distribute this power, as required, within the cabinets, with appropriate regulation, circuit protection and wiring.

5.7.2. Power supplies shall be provided in 1 +1 redundancy configuration. The failure of any supply shall be alarmed. Both of the redundant supplies shall be diode shared, or another suitable redundant method, such that failure of any supply shall not cause a power interruption to any portion of the system. Power supplies shall be capable of being removed and/or replaced on line.

5.7.3. Power supply loading shall be below 75% at time of system shipment (including anticipated spare 1/0 loading). Loading calculations shall be furnished for review.

5.7.4. Engineering and operator workstations and computer monitors shall be provided with 120 VAC UPS power.

5.7.5. All 1/0 power shall be monitored and alarmed when failed. The current ABB system has one (1) discrete input dedicated per input module to indicate input power is available. When this input is false, a module power monitor alarm is generated.

5.7.6. Any cabinet containing "processors" or isolated 1/0 in a separate location shall be provided with a high cabinet temperature alarm. An analog temperature sensor will be used for this purpose. The control system will continually monitor and record this temperature.

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6. SYSTEM SECURITY

6.1. The System shall provide enhanced protection for secure, reliable and efficient plant operation without disruption.

6.2. At a minimum, the integrated security suite shall include the components and/or functions detailed below. The security suite must include the appropriate infrastructure hardware and network equipment to host the suite in its own security DMZ while connecting to multiple process networks.

6.2.1. The System shall employ user accounts with password protected access.

The System shall have a centralized operator logon credentials and password management.

6.2.2. Antivirus - Centrally monitors and manages antivirus status and activity, delivers validated monthly antivirus signature updates and notifies or reports detected infections by date and antivirus signature version status.

Control System OEM validated solutions are preferred and must be approved by City.

6.2.3. Patch Management - Security patch management to facilitate deployment of patches, assess vulnerabilities and streamline documentation. Control system OEM validated solutions are preferred and must be approved by owner.

6.2.4. System Backup and Recovery - Image based backup solution that supports universal restore capability to execute scheduled, event triggered or manual backup schemes. Aids recovery from a disaster. Restore workstations and servers. Control system OEM validated solutions are preferred and must be approved by City.

7. TECHNICAL REQUIREMENTS

7.1. System Configuration

7.1.1. The System shall be configured, calibrated, tuned and modified using workstations with appropriate security to prevent unauthorized changes. It shall not be necessary to use a host computer, or other peripheral device, to configure the System.

7.1.2. The control functions will reside in dedicated redundant microprocessor based devices that shall be as functionally independent of each other as practical. Peer-to-peer communication via the data highway between all control devices shall be provided.

7.1.3. Functional diagrams shall be per ANSI/ISA-5.1-1984 (R1992), ANSI/ISA-

5.2-1976 (R1992), or City approved equal. Contractor shall supply all the system engineering and hardware needed to constitute a fully integrated, complete, and operable startup, shutdown, and on-line control system whether or not specifically detailed.

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7 .1.4. During transient conditions causing deviations of process variables, the System shall not permit deviations that exceed the specifications set by the manufacturer of the process equipment being controlled. In no event shall the performance of the System become the limiting factor on unit responsiveness. The System shall be capable of producing smooth load changes without overshoot unless these changes are not achievable because of plant equipment limitations.
7 .1.5. The System and components shall be designed to react with a predictable and safe response in the event of a voltage dip or spike. 7 .1.6. Configuration and interlocks shall be provided to ensure that systems are placed in operation and automatic mode in a safe sequence. Unsafe combinations of automatic and manual modes shall be prohibited.

7.1.7. Wherever control limits, blocks, lock-ups or other overrides are imposed, the affected controllers shall track the occurrence and will discontinue integration (anti-reset windup provided). When the override is removed, the controls shall be balanced to the existing process and shall immediately resume normal control without causing improper movement of the control drive.

7.2. Graphics
7 .2.1. Process graphic displays, trend displays, faceplate displays, and permissive displays that show the status of system interlocks shall be included. Faceplates shall also be included as pop-up windows on the process graphic displays. All current process graphics will be reproduced - approximately 110 main graphics screens, not counting alarms summary, face plate, and system status screens.

7.2.1.1. DCS

7.2.1.2. GT-1

7.2.1.3. GT-2

7.2.1.4. New
68 main display screens
18 main display screens
18 main display screens
7 New screens

7.2.2. The City will provide new startup and overview screen layouts to facilitate the integrated system startup and monitoring. Contractor shall provide suggestions and examples.

7.2.3. In addition to the process graphic displays, it is expected that system status (loop, 1/0, processors, power status, etc.), alarm summary, disabled/inhibited alarms, trends, interlock, permissive and general information screens and pop-ups will be developed.

7.2.4. All displays (including loop tuning, trends, and graphics) shall be available at the operator station and engineering work station. All video screens will be capable of displaying color interactive graphics.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 31 of 90 ends

7.3. Trending

7.3.1. The operator stations and the engineering workstation shall be capable of displaying trends of any combination of values in the system.

7.3.2. Trending capabilities shall include the following features:

7.3.2.1. The ability to pan and zoom.

7.3.2.2. Both time and variable amplitude grids and a display of the digital value of the trended variables.

7.3.2.3. Current time display in hours, minutes, and seconds to the most recent trend update.

7.3.2.4. Cursor time display in days, hours, minutes, and seconds when displaying historical data during scrolling.

7.3.3. Up to eight (8) trends per page with operator capability to mask or change trend plots to focus on specific trends.

7.4. Alarm Reporting and Logging

7.4.1. Alarms shall be generated in the event of any difficulty (problem) with any part of the control system including, but not limited to, all parts of the data highways, file servers, work stations, processors, power supplies, and input or output cards (even if the system recovered from the difficulty).

7.4.2. Process alarms shall be assignable for every variable in the database. Any one of three levels of alarm severity shall be assignable to every variable, or the alarm can be suppressed. The system shall have filters that can filter alarms by priority or by function group. A suppressed and/or disabled alarm graphics display page and a report function shall incorporated.

7.4.3. Indicated alarms shall have at a minimum three levels of presentation, with Priority 1 being the highest priority and lower priority level increasing in number. All system alarms shall automatically be the lowest priority alarms.

Each of the priority alarm levels shall show up as a different color on the LCD display. All alarms shall be reported on the alarm printer.

7.4.4. Three alarm categories shall be available: unacknowledged alarms, alarm history, and alarm list (only those alarms still in alarm).

7.4.5. The displays shall allow a single keystroke for acknowledgment of the most recent alarm and silencing the horn. The alarm summary screen shall allow for page acknowledgement of all active alarms.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 32 of 90 ends

7.5. Alarm Generation

7.5.1. High and low process alarms shall be available to be assigned to each analog input and calculated process variable without the need for additional equipment or without affecting system throughput.

7.5.2. Alarm setpoints shall be stated in the engineering units of the process variable to which it is assigned.

7.5.3. An individually set and selected hysteresis dead-band shall be provided for each process alarm. The process variable must return past the alarm setting by the value of the dead-band before the alarm is returned to normal.

7.5.4. The most current alarm shall appear at the top of the alarm display screen.

When the alarm screen is activated the actual alarms shall display automatically.

7.6. Logs

7.6.1. The system shall provide status logs, sequence logs, engineering logs, and operations logs. The logs must capture all changes to the system, including development changes.

7.7. Action on Loss of Power

7.7.1. The system design shall recognize that full or partial loss of power can occur. Loss of power, or its restoration, shall not cause spurious motion of any control drive. The system shall allow the user to configure outputs to fail in place, fully open, fully closed, or in some intermediate position.

7.8. System Diagnostics
7 .8.1. System diagnostics shall be provided as an integral part of the control system. Automatic recognition and location of instrumentation and control (l&C) faults shall be available at the engineering and operators workstations. Fault alarms shall be for each device fault. The system shall locate and graphically display the fault location down to the 1/0 point level.

7.8.2. In addition to system fault detection, system hardware components status shall be available to indication performance parameters including cycle times, operating states, space occupied, and buffer memory.

7.9. Data Highway
7 .9.1. The data highway will utilize redundant Ethernet networks, via 100 megabit/second (fast) Ethernet, at a minimum, utilizing commercial off the shelf (COTS) component. Each data highway shall be functionally redundant to the extent that any single point of failure shall not cause partial or total control system failure. Redundant cabling shall utilize separate cables, routed in separate conduits (when available).

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 33 of 90 ends

7.9.2. Highway speed and access time will be such that any operator action will be executed in 1.0 second or less under upset as well as steady state conditions. Contractor shall confirm the guaranteed response time under all operating conditions including an alarm burst of 1000 process variable alarms occurring within 2 seconds.

7.9.3. The failure of any station on the highway to respond shall not inhibit communication between all remaining stations. Back-up controllers, where provided, shall assume all communication functions, including peer-to-peer.

This condition shall be alarmed. If data from the failed station is used for control or alarm in another station, appropriate protective action shall be incorporated into the system logic to avoid incorrect control action.

7.9.4. Diagnostics shall continuously monitor the status of the data highway.

Failure of the data highway path to communicate with any station on the highway shall be alarmed.

8. INPUT AND OUTPUT MODULES
All currently installed active and spare 1/0 will be accommodated (see Appendix A-1).

Contractor shall provide 5% to 10% installed spare of each unique type of 1/0. Spare calculations shall be rounded up to the next highest whole point count. Spare 1/0 shall be calculated by location (PCU, panel grouping). For example, the current ABB DCS is distributed into 7 PCU's, the spare calculation shall be per PCU per 1/0 type. Large 1/0 count locations may be reduced to 5% spare points. While a panel with only one 16-point analog input card shall have 2 spare points, 1.6 points rounded up to 2 points. In some cases, the ability (physical space, system capacity) to add a new 1/0 card shall be considered satisfactory spare capacity.

Each case of less than 10% spare capacity must be identified by the Contractor and approved by the City.

8.1. Analog Inputs

8.1.1. The minimum accuracy of the analog to digital conversion shall be 0.1 % of span with a bit resolution of 12 bits plus sign.

8.1.2. Common mode rejection of the analog inputs shall be 90 dB at 60 Hz or greater. Normal mode rejection of the analog inputs shall be 35 dB at 60 Hz or greater.

8.1.3. All inputs shall fully meet the transient surge protection requirements of ANSI/IEEE C37.90, including the requirement that no false or spurious actions will occur.

8.2. Thermocouples

8.2.1. The accuracy of the analog to digital conversion shall be 0.1 % of span or better. Analog to digital conversion shall be at least 12 bits plus sign.

8.2.2. Cold junction compensation will be incorporated at the first point of termination, if external terminal blocks are used.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 34 of 90 ends

8.3. Resistance Temperature Detectors (RTDs)

8.3.1. The accuracy of the analog to digital conversion shall be 0.1 % of span or better. Analog to digital conversion shall be at least 12 bits plus sign.

8.4. Discrete Inputs

8.4.1. Discrete inputs shall meet the surge withstand requirements of I EEE-4 72, including the requirement that no false or spurious action will occur.

8.4.2. In the input cabinets, visual status indication, such as an LED, shall be provided for each discrete input.

8.4.3. Means shall be provided to eliminate the spurious effect of contact bounce.

Contractor shall state the means employed to accomplish this while still maintaining a 1-millisecond resolution.

8.5. Discrete Outputs

8.5.1. A visual status indication, such as an LED, shall be provided for each discrete output. All outputs shall be individually fused, or utilize relay contacts with a separate, fused, power supply. The loss of one channel, due to short or ground, will not cause the loss of the entire card or system power supply.

8.5.2. Discrete outputs shall meet the surge requirements of IEEE-472.

8.5.3. Fail-safe features required on discrete outputs include a configurable option to fail open or fail closed on a loss of communication with the control processor. Internal circuit protection for output modules shall be provided such that a fault on one output does not cause other outputs to fail.

8.6. Analog Outputs

8.6.1. All analog outputs shall be short-circuit and open-circuit protected and may be grounded or ungrounded.

9. DOCUMENTATION
Operations, maintenance manuals, engineering drawings, diagrams and configuration data.

9.1. Operations Manual

9.1.1. Contractor shall provide a detailed operation manual or series of manuals by system. Operation manuals shall include the following as a minimum:

9.1.1.1. Startup, shutdown and normal operation steps and sequences.

9.1.1.2. Setpoints, alarms, permissive, interlocks and shutdowns (trips).

9.1.1.3. Control algorithms and sequences.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 35 of 90 ends

9.1.2. In general, all control system functions shall be explained. Basic logic diagrams shall be used to explain complex control algorithms. All alarms, permissives, setpoints, conditions and resulting action shall be clearly defined by the use of charts, tables and descriptions.

9.1.3. The operations manual does not need to include basic theory of operations or software general procedures. It is assumed that the operations personnel are qualified in HRSG, BOP, CTG, STG and general plant operations. What is required is a site specific control system description used to operate and trouble shoot plant operations. Control system logic will not substitute for basic logic diagrams. Actual logic includes software functions that are not required to explain operation functionality. There may be two documents produced, i.e. Operations Manual and Control System Specification, as long as all operational sequences, limits, time delays, curves, and alarms, interlocks, permissives conditions and setpoints are detailed.

9.1.4. The Operations Manual and Control System Specification shall be submitted as part of the "System Factory Test and Demonstration" documentation. This will be utilized by the City as part of the factory acceptance testing.

9.2. Electrical System Schematics and Drawings

9.2.1. An electrical system schematic(s) shall be provided to aid in the wiring of the system as well as troubleshooting of the system once installed.

Detailed drawings of all internal panel connections shall be provided.

Detailed external connection drawings (1/0) with final device connections, tag numbers, descriptions and cable numbers. All panel to panel connections will show detailed terminations shown, i.e., new steam turbine controller connections to the Generator Control & Protection Relay Panel.

Final point terminations to other panels shall be identified and have the relevant vendor drawing numbers identified.

9.2.2. Contractor shall provide as an option complete detailed loop drawings showing all intermediate connections, i.e., junction boxes and panels.

9.3. Configuration Data

9.3.1. Configuration (programming) data sheets shall be completely filled and supplied with the hardware when it is shipped. All site specific hardware configurations (i.e. jumpers, dip switches, shunts) shall be included in the documentation. The City understands that these may change slightly during the commissioning of the system and that Contractor will supply updated data sheets after the commissioning.

9.4. Owner Drawings

9.4.1. Contractor shall work with the City to carefully mark up all points where the System interfaces with the City's electrical and hydraulic drawings and show where any changes have been made to the present system.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 36 of 90 ends

9.4.2. Contractor shall take existing paper drawings and provide updated CAD drawings based on revisions and information provided by City.

9.5. Installation Manuals

9.5.1. Contractor shall provide three (3) sets of installation and operation manuals. These manuals are to be included with the hardware shipment to the City. These manuals are to be supplied with marked locations where the final drawings are to be inserted after final commissioning. Each manual shall be a hinged, 0-Ring type binder with numbered index tabs. Each of these manuals shall include (or include locations as noted above) at least the following data:

9.5.1.1. An easy to follow contents of enclosures

9.5.1.2. A material listing of all supplied items with manufacturers part numbers

9.5.1.3. A system description of operation

9.5.1.4. Operations and maintenance manuals of all vendors' products used for the project

9.5.1.5. Mechanical demolition drawings

9.5.1.6. Mechanical assembly drawings

9.5.1. 7. Electrical system schematic

9.5.1.8. Control configuration (programming) data

9.6. Network Drawings

9.6.1. Contractor shall provide a control system network drawing that shows all required cables and the appropriate cabinet terminations. Overall system connectivity drawings shall be provided for all ethernet, data highway, remote 1/0 or any other type of network, showing location to location and detailed point connections.

9.6.2. A combination of drawings and configuration sheets shall be provided including all relevant data, i.e., IP addresses, computer names, switches, security devices, etc.

9.7. Drawing format

9.7.1. Drawings are to be supplied on paper, electronic printable copies (e.g., PDFs) as well as the native editable format (e.g., AutoCAD native *.dwg file). Acrobat PDF files are not acceptable as an editable format.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 37 of 90 ends

10. FURNISHED BY THE CITY

10.1. The following will be provided by the City:

10.1.1. All conduit and wiring between field devices and control panel mounted equipment and control system terminations for the currently installed system.

10.1.2. Electric power, both line AC and UPS. Input power to the control systems will be 120 VAC UPS.

10.1.3. Heating and air conditioning of the room housing the control equipment.

10.1.4. Any additional fiber optic cable runs required for the DCS network or serial link.

11. FURNISHED BY CONTRACTOR

11.1. Contractor shall provide the following:

11.1.1. All control system hardware and software as required to meet this Scope of Services.

11.1.2. Demolition of existing control cabinet equipment that will no longer be used.

Equipment will be stored on site.

11.1.3. All control system interconnecting cables, pre-assembled or bulk, as well as any required connectors, etc.

11.1.4. All equipment and tools required for installation and repair.

11.1.5. Hardware design and configuration.

11.1.6. Staging, testing, and demonstration of the entire system.

11.1.7. As-built documentation, including loop drawings (field device to the control system terminal), revised electrical drawings, and control system layout drawings. All drawings to be provided in vector (native file) and raster (PDF, etc.) format.

11.1.8. The installation, testing, and commissioning of all equipment, including power connections and the termination of field devices.

11.1.9. Three hard copies and one soft (CD) copy of all documentation and instruction manuals.

11.1.1 O. Project management and expediting services required for achieving the requirements of this specification.

11.1.11. Startup spare parts required to support commissioning.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 38 of 90 ends

12. APPLICABLE CODES AND REFERENCES

12.1. Pertinent sections of the latest issue of the following codes and standards are provided as references.

12.1.1. ASME - American Society of Mechanical Engineering

12.1.2. IEEE - Institute of Electrical and Electronic Engineers

12.1.3. ISA - Instrumentation, Systems, and Automation (ISA) Standards and Practices

12.1.4. ANSI/NEMA ICS6 - Enclosures for Industrial Controls and Systems

12.1.5. ANSI/IEEE C37.90 - Guide for Surge Withstand Capability (SWC) Tests.

12.1.6. SP51.1 - Instrumentation Terminology

12.1.7. SP5.1 - Instrumentation Symbols and Identification

12.1.8. ITS 90 Conversion Tables for Thermocouples.

12.1.9. NEMA - National Electrical Manufacturers Association

12.1.10. ANSI/ISA18.2-2016, EEMUA 191-3rd edition, and IEC 62682-2014

12.1.11. NFPA 70-2017 National Electric Code

13. ENVIRONMENTAL

13.1. The System shall meet the following environmental conditions:

13.1.1. Ambient temperature: 32°F -122°F (0°C- 50°C)

13.1.2. Temperatures greater than 50°C shall require an air conditioning system

13.1.3. Humidity: 5% to 95%, non-condensing

14. EXECUTION

14.1. Project Management and Engineering

14.1.1. Contractor shall assign a Project Manager (PM) to lead the tasks for the Project. The PM shall be the primary person communicating with the City and keeping City fully apprised on the status and progress of the Project.

The PM shall be responsible for project schedule updates, creation and preparation of progress reports, adherence to project scheduling, and general project coordination. The Project Manager shall develop a project implementation plan in coordination with the City. Contractor shall execute the agreed upon implementation plain in accordance with the City's requirements and expectations.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 39 of 90 ends

14.1.2. The requirements and expectation shall be reviewed during project kick-off meeting to ensure all parties have a common understanding.

14.1.3. In addition to the designated Project Manager, Contractor shall assign a technical lead and other necessary personnel to support the project.

14.1.4. Contractor shall be responsible for directing the technical implementation of the Project and ensuring consistency and uniformity across the design and implementation phases by following the design agreed upon with the City.

14.2. Schedule

14.2.1. The scheduled outage for installation at site is November 2, 2019 and finish no later than December 15, 2019 (to be verified at kick-off and again prior to system shipment to site).

14.2.2. Scheduled dates for kick-off, logic review, software freeze, Factory Acceptance Test (FAT), site mobilization, installation, commissioning, and testing will be finalized with the City, working back from the expected installation dates.

14.3. Commissioning Spares

14.3.1. Contractor shall provide the required spares necessary for commissioning of the System.

14.4. Factory Acceptance Test (FAT) and Demonstration

14.4.1. Contractor shall conduct a complete functional closed loop test of all the inputs, configuration, and control outputs of the automatic control portions of the system.

14.4.2. Inputs that are employed for data acquisition only (and not control) need not be 100% simulated. Contractor shall simulate a sufficient number of these inputs to exercise all of the multiplexing equipment.

14.4.3. The entire system, in its intended configuration, shall be staged at the principal manufacturing facility. All communication links shall be tested during the FAT with the support of the City.

14.4.4. Qualified technicians whose normal job function is to conduct such a test shall conduct the in-house test. Qualified engineer who has primary responsibility for the control system design will personally observe the test.

The City's intent is that the test not be conducted in a local sales office or regional service center where sufficient experienced and trained personnel and test equipment would not be expected to be available, on a full-time basis, during the conduction of the test.

14.4.5. The entire control system configuration and all of the system logic shall be exercised and verified.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 40 of 90 ends

14.4.6. Contractor shall provide sufficient time, test equipment, and trained personnel for the City to inspect and evaluate the total system. At least ten (10) full days shall be reserved for this demonstration. Contractor shall provide additional time, as required, at no additional cost.

14.4.7. In addition to a functional test, system performance shall be demonstrated.

Among the items to be verified with respect to the specification are:

14.4.7.1. Response to a keyboard request.

14.4.7.2. Time to completely display an Engineer configured control display.

14.4.7.3. Action on loss of power and on power-up.

14.4.7.4. Fail over of control equipment.

14.4.7.5. Demonstration of the replacement of redundant equipment on- line.

14.4.7.6. Failure of either, or both, data highway paths.

14.4.7.7. Data highway loading test (see below)

14.4.7.8. Printout of all specified logs.

14.4.8. High Loading Test: Data highway speed and access time shall be demonstrated during extreme loading as in alarm burst of 1000 process variable alarms occurring within 2 seconds while data historian is polling all data at a 1 second archival rate.

14.4.9. At least four (4) weeks prior to the demonstration, Contractor shall submit a written test agenda and advise the City of the schedule.

14.4.10. Contractor shall submit a functional FAT test procedure with loop checking documents capable of witness initials, final signature, and comment section. Contractor shall also submit the Operations Manual and Control System Specification (see Operations Manual in the Documentation section). This will be utilized by the City as part of the factory acceptance test.

14.4.11. The FAT procedure shall include a variance document for changes or corrections.

14.4.12. It is expected that Contractor will make minor adjustments and corrections that may be discovered during the demonstration. However, if serious defects in design and performance are discovered, the demonstration shall be discontinued and the entire test shall be repeated at the Contractor's expense after the necessary corrections are made.

14.4.13. The equipment shall not be shipped until a successful demonstration has been completed.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 41 of 90 ends

14.4.14. Within two weeks after shipment of the system, Contractor shall transmit one complete set of prints and one reproducible set of the "as shipped" system, for use during installation and checkout.

14.5. Installation and Commissioning

14.5.1. An installation procedure document shall be submitted to the City for review prior to installation. The procedure shall include power isolation and a safe de-energization approach. The procedure shall also include power-up testing when terminations are complete. Procedure documents shall include loop testing forms that include individual loop data, cells for measured values of 0%, 25%, 50%, 75% and 100%, witness initials and final signature and comment section.

14.5.2. All loops will be verified for proper configuration and operation from the field device through the control system. All alarms and switches shall be verified and recorded during loop checks.

14.5.3. All testing documents and procedures shall be submitted for review a minimum of two weeks prior to the commencement of any task. A change procedure shall be provided by the Contractor that documents the process and people capable of changes.

14.5.4. Contractor shall provide a field engineer with the capacity to fully oversee and control the system installation and testing.

14.5.5. Upon completion of the installation and the commissioning of the system, Contractor shall provide revised drawings that incorporate field startup corrections.

14.6. Initial Startup

14.6.1. Contractor shall be responsible for overseeing the initial startup, including providing experienced personnel with the capacity to perform the initial startup while maintaining system process conditions within the OEM specifications. It is expected that out of tolerance conditions that could damage equipment will be prevented. Contractor will be responsible to meet these conditions:

14.6.1.1. That the initial parameters and tuning values are derived from previous experience with GE LM6000 Gas Turbines, MHI Steam Turbines, dual pressure HRSG's and the remaining BOP
equipment.

14.6.1.2. That all OEM control specifications, sequencing, protection, operational limits and interlocks have been tested and proven during commissioning.

14.6.1.3. That the operational process limits and time curves for warmup/cooldown requirements are met.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 42 of 90 ends

14.6.1.4. That there is on site support provided for at least five ten-hour days of final tuning and testing after the initial startup.

15. TRAINING

15.1. Training shall consist of the following.

15.1.1. One (1) week of on-site training for up to ten (10) operators.

15.1.2. Fifteen weeks of training at the factory for up to three (3) individuals to include:

15.1.2.1. System configuration and administration.

15.1.2.2. Logic programming.

15.1.2.3. Graphics building and editing.

15.1.2.4. Serial link configuration.

15.1.2.5. Security system configuration and updating.

15.1.2.6. System backup and recovery.

15.1.3. Training shall be available for up to 12 months after complete system shipment.

16. FINAL SYSTEM ACCEPTANCE

16.1. The Final System Acceptance shall begin upon completion of the commissioning period after all errors have been corrected. The acceptance criteria shall include the following:

16.1.1. All new equipment has been installed by Contractor and verified by manufacturer's representative.

16.1.2. All necessary adjustments have been fully implemented.

16.1.3. The turbine control dynamics have been fully tuned to the turbine and its load.

16.1.4. All failsafe conditions verified.

16.1.5. All modes of operation tested, tuned and verified (speed loop, Megawatt loop, etc.).

16.1.6. All other supplied items are operating correctly.

16.1. 7. Operators have been trained for proper operation.

16.1.8. Maintenance is fully informed on troubleshooting.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 43 of 90 ends

16.1.9. All documentation has been turned over and accepted by City.

16.1.10. Resolution of all corrective action items.

17. MAINTENANCE AND SUPPORT

17.1. Warranty

17.1.1. For a period of one year following Final System Acceptance ("Warranty Period"), Contractor shall warrant that the System will perform and operate in accordance with the functional requirements and specifications set forth in this Agreement. All inclusive costs, (parts, labor, repairs, Contractor travel time, Contractor expenses, etc.) covered by the warranty and incurred during the Warranty Period shall be provided without additional cost to the City.

17.2. Maintenance and Support Services After Warranty Period 17 .2.1. Contractor shall provide maintenance and support services for a period of no less than five (5) years after Final System Acceptance at City's cost.

17.2.2. Appendix A-7, SureService™ Customer Support Program, describes the various support programs offered by Contractor. Contractor shall provide such support for as long as the City pays the applicable fees.

17.3. Service Availability
17 .3.1. Service support network shall be available 24/7 for system support if City purchases the SureService ™ support.

17.3.2. Contractor shall provide online access to manuals, technical notes, software updates, and user groups.

17.3.3. Contractor shall provide on-site services within seventy-two (72) hours of initial request for support, if phone support is deemed fruitless.

17.4. Additional Products and Services

17.4.1. Contractor shall provide additional products and services as may be required by the City at the rates set forth in Exhibit B.

18. PRODUCT OBSOLESCENCE

18.1. Contractor must maintain and manage product obsolescence for the System.

18.2. All control systems shall be backward compatible.

Agreement with Emerson Process Management
Exhibit A, Scope of Services

Page 44 of 90 ends

APPENDIX A-1
1/0 COUNTS
Abbreviation Description
Distributed Control System
DC Motor Starter
Excitation Cubicle
DCS
OMS
EXC
GBC
GCRP
Generator Circuit Breaker Cubicle
Generator Control & Protection Relay
Panel
Local Device
Motor Control Center
Local
MCC
TCP
TGB
AMP
Turbine Control & Protection Panel
Turbine Local Gauge Board
E/H Converter & Amplifier

2. DCS ALL
Total
(Modules)

ABB DCS
Location: All
Analog Input Modules - 35
Universal mA, voe, RTD, T/C
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 26
voe (14 Point)
Analog Output Modules (14 13
Point)
Digital Input Modules (14 Point) 67
Digital Input Modules High 12
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 38
Point)
Pulse Input Module (Speed 2
P/U)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity
(Module)
16 15
14 14
14 16
8 Capacity Used Al
(Points) (Points) Type
(Total)
560 400
198
47 128
27 390 257
182 95
938 665
168 113
608 291
16 3

Page 45 of 90 ends

3. PCU-1: UNIT #1 HRSG
PCU-1: Unit #1 HRSG PCU
(Auxiliary Power Enclosure) Total
(Modules)
Cabinets - Processors & 1
Modules
Cabinets - Terminations 3
Processor's (Redundant Pairs) 2
Processor's (FDI) 1
Analog Input Modules - 9
Universal mA, VDC, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 8
VDC (14 Point)
Analog Output Modules (14 3
Point)
Digital Input Modules (14 Point) 12
Digital Input Modules High 1
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 8
Point)
Pulse Input Module (Speed 0
PIU)
Agreement with Emerson Process Management
Appendix A-1, 110 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 144 120
45 20
51 4
15 120 84
14 42 23
14 168 115
14 14 5
16 128 40
8 0 0

Page 46 of 90 ends

4. PCU-2: UNIT #2 HRSG
PCU-2: Unit #2 HRSG PCU
(Auxiliary Power Enclosure) Total
(Modules)
Cabinets - Processors & 1
Modules
Cabinets - Terminations 3
Processor's (Redundant Pairs) 2
Processor's (FDI) 1
Analog Input Modules - 9
Universal mA, voe, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 8
VDC ( 14 Point)
Analog Output Modules (14 3
Point)
Digital Input Modules (14 Point) 12
Digital Input Modules High 1
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 8
Point)
Pulse Input Module (Speed 0
PIU)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 144 119
44 20
51 4
15 120 84
14 42 23
14 168 115
14 14 5
16 128 40
8 0 0

Page 47 of 90 ends

5. PCU-3: BOP
PCU
Total
(Modules)
PCU-3: BOP
Location: Auxiliary Power
Enclosure
Cabinets - Processors & 1
Modules
Cabinets - Terminations 1
Processor's (Redundant Pairs) 1
Analog Input Modules - 2
Universal mA, VDC, RTD, T/C
(16 Point)
mA (4-20)
T/C (Type K)
T/C (Type E)
RTD
Analog Input Modules - mA, 2
VDC (14 Point)
Analog Output Modules (14 2
Point)
Diqital Input Modules (14 Point) 7
Digital Input Modules High 1
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 3
Point)
Pulse Input Module (Speed 0
P/U)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 32 12
11 0
1 0
15 30 4
14 28 10
14 98 53
14 14 3
16 48 13
8 0 0

Page 48 of 90 ends

6. PCU-4: STEAM TURBINE
PCU
Total
(Modules)
PCU-4: Steam Turbine
Location: Electrical Room
Cabinets - Processors & 1
Modules
Cabinets - Terminations 3
Processor's (Redundant Pairs) 1
Analog Input Modules - 6
Universal mA, VDC, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 1
VDC (14 Point)
Analog Output Modules (14 1
Point)
Digital Input Modules (14 Point) 11
Digital Input Modules High 3
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 7
Point)
Pulse Input Module (Speed 1
PIU)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 96 71
51 7
0 13
15 15 9
14 14 4
14 154 121
14 42 31
16 112 81
8 8 1

Page 49 of 90 ends

7. PCU-5: BOP
PCU
Total
(Modules)
PCU-5: BOP
Location: Electrical Room
Cabinets - Processors & 1
Modules
Cabinets - Terminations 3
Processor's (Redundant Pairs) 2
Processor's (FDI) 2
Analog Input Modules - 6
Universal mA, VDC, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 6
VDC (14 Point)
Analog Output Modules (14 4
Point)
Diqital Input Modules (14 Point) 20
Digital Input Modules High 1
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 9
Point)
Pulse Input Module (Speed 0
PIU)
Agreement with Emerson Process Management
Appendix A-1, 110 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 96 63
33 0
24 6
15 90 72
14 56 35
14 280 216
14 14 11
16 144 84
8 0 0

Page 50 of 90 ends

8. PCU-6: GAS COMPRESSOR
PCU
Total
(Modules)
PCU-6: Gas Compressor
Location: Gas Compressor
Building
Cabinets - Processors & 1
Modules
Cabinets - Terminations 1
Processor's (Redundant Pairs) 1
Processor's (FDI) 1
Analog Input Modules - 2
Universal mA, VDC, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 1
VDC ( 14 Point)
Analog Output Modules (14 0
Point)
Digital Input Modules (14 Point) 3
Digital Input Modules High 1
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 3
Point)
Pulse Input Module (Speed 0
PIU)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 32 7
6 0
1 0
15 15 4
14 0 0
14 42 33
14 14 14
16 48 33
8 0 0

Page 51 of 90 ends

9. PCU-7: SWITCHYARD
PCU
Total
(Modules)
PCU-7: Switchyard
Location: Duane Substation
Switchyard, Relay House
Cabinets - Processors & 1
Modules
Cabinets - Terminations 1
Processor's (Redundant Pairs) 1
Processor's (FDI) 1
Analog Input Modules - 1
Universal mA, voe, RTD, TIC
(16 Point)
mA (4-20)
TIC (Type K)
TIC (Type E)
RTD
Analog Input Modules - mA, 0
voe (14 Point)
Analog Output Modules (14 0
Point)
Digital Input Modules (14 Point) 2
Digital Input Modules High 4
Speed, Time-Synch, SOE (14
Point)
Digital Output Modules (16 0
Point)
Pulse Input Module (Speed 1
PIU)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Capacity Capacity Used Al
(Module) (Points) (Points) Type
(Total)
16 16 8
8 0
0 0
15 0 0
14 0 0
14 28 12
14 56 44
16 0 0
8 8 2

Page 52 of 90 ends

10. GE MARK VI (UNIT #1 & 2)
GE Mark VI (Unit #1)
Processor: All
Turbine Control Board
Analog Inputs
Trip Output (Relay)
Pulse Inputs (Speed P/U)
Servo Control Boards (2 Channels per
board)
Driver Outputs (1 dual output per
Channel)
Excitation Output (1 per channel)
LVDT Inputs (2 dual input per channel)
Analog Input
Analog Output
Thermocouple Inputs
RTD Input
Discrete Input
Discrete Output
Digital Outputs (Relay)
GE Mark VI (Unit #2)
Processor: All
Turbine Control Board
Analog Inputs
Trip Output (Relay)
Pulse Inputs (Speed P/U)
Servo Control Boards (2 Channels per
board)
Driver Outputs (1 dual output per
Channel)
Excitation Output (1 per channel)
LVDT Inputs (2 dual input per channel)
Analoo Input
Analog Output
Thermocouple Inputs
RTD Input
Discrete Input
Discrete Output
Dioital Outputs (Relav)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Module
s
(Total)
1 2
4 3
1 14
10 1
7 1
2 4
3 1
14 10
1 7
Module Points Points Points
(Points) (Total) (Used) (Spare)
4 4 0 4
3 3 2 1
4 4 4 0
2 4 4 0
8 8 0
4 4 0
16 16 0
-- 72 34 38
-- 16 11 5
-- 24 11 13
-- 68 54 14
-- 176 110 66
-- 16 2 14
-- 116 65 51
4 4 0 4
3 3 2 1
4 4 4 0
2 4 4 0
8 8 0
4 4 0
16 16 0
-- 72 34 38
-- 16 11 5
-- 24 11 13
-- 68 54 14
-- 176 110 66
-- 16 2 14
-- 116 65 51

Page 53 of 90 ends

11. GE MARK VI (UNIT #1) - FUEL CONTROL (MARK VI)
Modules Module Points
(Total) (Points) (Total)
GE Mark VI (Unit #1)
Processor: Fuel Control (Mark VI)
Turbine Control Board 1
AnaloQ Inputs 4 4
Trip Output (Relay) 3 3
Pulse Inputs (Speed P/U) 4 4
Analog Inputs & Outputs 2
Analog Inputs 20 40
AnaloQ Outputs 4 8
Thermocouple Inputs (Type K used) 1 24 24
RTD Inputs 1 16 16
Digital Inputs & Relay Outputs 2
Digital Inputs 48 48 (Note
#1)
Digital Outputs (Relay) 24 36 (Note
#2)
Note #1: No input termination units for second VCRC board.

Note #2: One of two output termination units for second VCRC board.

Servo Control Boards (2 Channels per
board)
Driver Outputs (1 dual output per
Channel)
Excitation Output (1 per channel)
LVDT Inputs (2 dual input per channel)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
2 2 4
8 4
16 Points Points
(Used) (Spare)
0 4
2 1
4 0
21 19
3 5
11 13
8 8
12 36
19 17
4 0
8 0
4 0
16 0

Page 54 of 90 ends

12. GE MARK VI (UNIT #1) - SEQUENCER (90-70)
GE Mark VI (Unit #1)
Processor: Sequencer (90-70)
Remote Networks
BIU's Total
BIU's Network #1 (MTTB)
BIU's Network #2 (MGTB)
BIU's Network #3 (TCP)
Modules Network #1 (MTTB)
Analog Input
RTD Input
Discrete Input
Modules BIU's Network #2 (MGTB)
RTD Input
Discrete Input
Modules BIU's Network #3 (TCP)
Analog Input
Analog Output
RTD Input
Discrete Input
Discrete Output
Diqital Outputs (Relay)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Modules
(Total)
3 6
2 1
3 1
8 3
4 1
1 1
1 4
1 5
Module Points Points Points
(Points) (Total) (Used) (Spare)
16 16 6 10
4 32 29 3
16 48 28 20
4 16 15 1
16 16 14 2
16 16 7 9
8 8 8 0
4 4 2 2
16 64 56 8
16 16 2 14
16 80 46 34

Page 55 of 90 ends

13. GE MARK VI (UNIT #2) - FUEL CONTROL (MARK VI)
Modules Module Points
(Total) (Points) (Total)
GE Mark VI (Unit #2)
Processor: Fuel Control (Mark VI)
Turbine Control Board 1
Analog Inputs 4 4
Trip Output (Relay) 3 3
Pulse Inputs (Speed P/U) 4 4
Analog Inputs & Outputs 2
Analog Inputs 20 40
Analog Outputs 4 8
Thermocouple Inputs (Type K used) 1 24 24
RTD Inputs 1 16 16
Digital Inputs & Relay Outputs 2
Digital Inputs 48 48 (Note
#1)
Digital Outputs (Relay) 24 36 (Note
#2)
Note #1: No input termination units for second VCRC board.

Note #2: One of two output termination units for second VCRC board.

Page 56 of 90 ends

14. GE MARK VI (UNIT #2) - SEQUENCER (90-70)
GE Mark VI (Unit #2)
Processor: Sequencer (90-70)
Remote Networks
BIU's Total
BIU's Network #1 (MTTB)
BIU's Network #2 (MGTB)
BIU's Network #3 (TCP)
Modules Network #1 (MTTB)
Analog Input
RTD Input
Discrete Input
Modules BIU's Network #2 (MGTB)
RTD Input
Discrete Input
Modules BIU's Network #3 (TCP)
Analoq Input
Analog Output
RTD Input
Discrete Input
Discrete Output
Digital Outputs (Relay)
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
Modules
(Total)
3 6
2 1
3 1
8 3
4 1
1 1
1 4
1 5
Module Points Points Points
(Points) (Total) (Used) (Spare)
16 16 6 10
4 32 29 3
16 48 28 20
4 16 15 1
16 16 14 2
16 16 7 9
8 8 8 0
4 4 2 2
16 64 56 8
16 16 2 14
16 80 46 34

Page 57 of 90 ends

15. MITSUBISHI TURBINE CONTROL PANEL- NON DCS INTERFACE Interface (MHI TCP) Count Type
GBC to GCRP 4 Digital
Local to GCRP 2 Digital
GCRP to GBC 10 Digital
Local to TCP 14 Digital
GCRPtoTCP 4 Digital
GBC to TCP 1 Digital
Local or TGB to TCP 2 4-20mA
Local or TGB to TCP 15 RTD
Local or TGB to TCP 6 Type K
Local to TCP 13 Vib
Local to TCP 2 Pulse
Local to TCP 3 Pulse
Local to TCP 2 Pulse
GCRP to TCP 1 4-20mA
Local to TGB 1 Type K
TCP to GCRP 3 Digital
TCP to Local 11 Digital
TCP to Local 1
MCC to TCP 13 Digital
TCP to MCC 21 Digital
Local to DMS 1 Digital
TCP to OMS 4 Digital
DMS to TCP 1 Digital
TCP to AMP 1 20-160mA
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
From To

GBC GCRP
Local GCRP

GCRP GBC
Local TCP

GCRP TCP

GBC TCP
Local TCP
Local TCP
Local TCP
Local TCP
Local TCP
Local TCP
Local TCP

GCRP TCP
Local TGB

TCP GCRP
TCP Local
TCP Local

MCC TCP

TCP MCC
Local DMS

TCP DMS

DMS TCP

TCP AMP

Page 58 of 90 ends

16. MITSUBISHI TURBINE CONTROL PANEL- DCS INTERFACE
Interface (DCS) Count Type
TCP to DCS 31 Digital
TCP to DCS/SOE 30 Digital
EXC to DCS 19 Digital
MCC to DCS 16 Digital
GCRP to DCS 13 Digital
Local to DCS 5 Digital
DMS to DCS 5 Digital
GCRP to DCS 4 Digital
TCP to DCS 39 4-20mA
Local to DCS 13 RTD
Local to DCS 9 4-20mA
Local to DCS 6 Type K
GCRP to DCS 12 4-20mA
GCRP to DCS 1 Pulse
DCS to TCP 57 Digital
DCS to GCRP 15 Digital
DCS to DMS 3 Digital
DCS to Local 1 4-20mA
Agreement with Emerson Process Management
Appendix A-1, 1/0 Counts
From
TCP
TCP
EXC
MCC
GCRP
Local
DMS
GCRP
TCP
Local
Local
Local
GCRP
GCRP
DCS
DCS
DCS
DCS
To
DCS

DCS (SOE)
DCS
DCS
DCS
DCS
DCS
DCS
DCS
DCS
DCS
DCS
DCS
DCS
TCP
GCRP
DMS
Local

Page 59 of 90 ends

APPENDIX A-2

STEAM TURBINE CONTROL BLOCK DIAGRAM
DCS
(MHI out of scope)
FROM

HP STEAM
LINE
......... ,
I
l.

FROM (

IP STEAM LINE I
'··
HPBV
C::,.

MSV

ELECTRIC

GOVERNOR
EG

SYSTEM BLOCK DIAGRAM

CONDENSER
(MHI out of scope)
-------- MITSUBISHI HEAVY INDUSTRIES, LTD.~.--------
Agreement with Emerson Process Management
Appendix A-2, Steam Turbine Control Block Diagram

Page 60 of 90 ends

1. STEAM TURBINE DATA
Steam Turbine-Generator Unit
Turbine OEM name:

Turbine Serial Number:

MHI Work Order Number:

Turbine Rating (kW):

Steam Pressure (psig):

Steam Temperature (°F):

Exhaust Pressure (in. of Hg
absolute):

Induction Steam Pressure (psig)
Rated Speed (rpm):

High-Speed Point (rpm):

Tripping Speed (rpm):

2. GAS TURBINE UNIT #1 DATA
APPENDIX A-3

TURBINE DATA
Mitsubishi Heavy Industries
D-934
33034/66934
53600
1250
950

4.0 9.5
3600
3780
3960
Gas Turbine-Generator Unit #1
Turbine OEM name: GE LM6000 PC
Work Order Number: 100039-1
Serial number: 55061
Turbine Number: 191-498
Turbine Rating (kW): 50389
Rated Speed (rpm): 3600
High-Speed Point (rpm): NSD/N25 3780
Tripping Speed (rpm): NSD/N25 4300
Control Software Version: GE S5
Toolbox Version: 11.02.09C
Agreement with Emerson Process Management
Appendix A-4, OT & EWS Stations

Page 61 of 90 ends

3. GAS TURBINE UNIT #2 DATA
Gas Turbine-Generator Unit #2
Turbine OEM name: GE LM6000 PC
Work Order Number: 100039-1
Serial number: 55371
Turbine Number: 191-502
Turbine Rating (kW): 50389
Rated Speed (rpm): 3600
High-Speed Point (rpm): NSD/N25 3780, 10,700
Tripping Speed (rpm): NSD/N25 4300, 10,800
Control Software Version: GES5
Toolbox Version: 11.02.09C
Agreement with Emerson Process Management
Appendix A-4, OT & EWS Stations

Page 62 of 90 ends

APPENDIX A-4

OT & EWS STATIONS
-----------------------------·7
I
,---,,-U ·-=>Ill ~!
I
I
I
I
~U-~111 1!
I
I
~~-=ii: l•: a Br n . Ill 11 I ____________________________ :! :::::::::::::::::::::::::::::::::::::::::::::" 8--Hi ! . ' 1,1 n • 111 I ii
u
,_______,~I · Ill I -_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_ ____ , - I
~~~ :

I
I
............... ~~~U · III ~ U· lll i i
----------------------------~
U · Ill ~
•· j ~ ~ ~
U · Ill ~
II -
II
II ~~ ~~~ II
U · Ill ~
E
8 "' g
U · Ill ~ ~
Agreement with Emerson Process Management Page 63 of 90 Appendix A-4, OT & EWS Stations
APPENDIX A-5

PRELIMINARY PROJECT SCHEDULE
The project schedule will proceed in accordance with this Preliminary Project Schedule set forth on the following page, except as may be modified into a Final Project Implementation Schedule that is approved by the City. The Final Project Implementation Schedule, as mutually agreed upon, will become the governing project schedule incorporated into the Agreement.

Task Name
Submit Hardware I Shop Drawings
(ST I GT I BOP)
Approve Hardware Drawings
Hardware Release
Hardware Manufacture Complete
Design Freeze (BOP)
Design Freeze (ST & GT)
Configure Data Links
Software FAT - Pittsburgh
Software FAT - Integrated -
Pittsburgh
Deliver system to site (Software)
Outage
Agreement with Emerson Process Management
Appendix A-5, Preliminary Project Schedule
Start
Mon 7/1 /19
Mon 7/1/19
Fri 7/12/19
Mon 7/1/19
Mon 8/12/19
Mon 9/16/19
Mon 7/1/19
Mon 9/30/19
Mon 10/7/19
Thu 10/31/19
Sat 11/2/19
Resource
Finish Names
Mon 7/1/19 Contractor
Fri 7/12/19 City
Fri 7/12/19 Contractor
Thu 9/19/19 Contractor
Mon 8/12/19 City
Mon 9/16/19 City
Fri 8/23/19 Contractor
Fri 10/4/19 City / Contractor
Fri 10/11 /19 City / Contractor
Thu 10/31 /19 Contractor
Mon 12/16/19

Page 64 of 90 ends

APPENDIX A-6

FINAL SYSTEM ACCEPTANCE CERTIFICATE
After the City is satisfied with all test results and resolutions, as specified herein, the City will initiate execution of the Final System Acceptance Certificate.

Customer Name: City of Santa Clara ("City")
Project Name: Distributed Control System Upgrade/ Replacement Project This Final System Acceptance Certificate memorializes the occurrence of System Acceptance.

Contractor and the City acknowledge that:

1. Contractor has completed all Deliverables promised under this Agreement.

2. The System is accepted, and all punch list items generated during testing have been completed.

3. By acknowledging the Final Acceptance of the System, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage.

City of Santa
("City")
By: ____________ _
Name: _____________ _
Title: ______________ _
Emerson Process Management Power &
Water Solutions, Inc.
("Contractor")
By: ____________ _
Name: _____________ _
Title: ______________ _
Date: _______________ Date: ______________ _
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate

Page 65 of 90 ends

APPENDIX A-7
SURESERVICE™ CUSTOMER SUPPORT PROGRAMS
SureService TM
Customer Support
Programs
Support Modules
, Telephone Support
Remote System Diagnostics
Internet Information Access
• Scheduled On-Site Service
Emergency On-Site Service
Component Coverage
Classic System Component Support
• Training Programs
• Software Updates
Ovation Guardian Support
Ovation Security Center Support
• Cybersecurity Assessment
• Software Archiving
Online Tutoring
• Application Enrichment
• Optimization Services
Simulation Update Services
• Scheduled Alarm Management Services
Introduction
SureService '" customer support programs by
Emerson enable utilities to customize the right
maintenance package for the unique needs of
the power generation and water/wastewater
treatment industries.

SureService Support
Emerson is committed to the quality of
SureService. Our customer service is
designed to enable customers to reach their
maintenance objectives. Emerson works with
the customers to ensure top-quality support
and customer satisfaction. SureService
Page -1
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
contracts can control and reduce plant
maintenance costs by selecting various
support applications individually or bundling
them together to take advantage of maximum
savings Into one fixed contract price.

Superior Engineering Support
Emerson's SureService team is comprised
of highly qualified engineers and support
personnel. They are selected for their
impressive experience in field installation,
startup, excitation control systems and
upgrades of Emerson's process control
systems.

Each member of the SureService team follows
approved support guidelines including
..

EMERSON .

Page 66 of 90 ends

SureServiceN Customer Support Programs
customer consultation to discuss any potential
impact of recommended system adjustments
before any adjustments are made to the
customer's control system .

SureService engineers bring a wealth of
industry experience having implemented
control systems for a wide range of
processes including power generation and
water/wastewater operations . Trained in the
latest process control technologies,
SureSeNice engineers use their knowledge
and experience to achieve complete
customer satisfaction . By integrating a
variety of specialties from multiple areas,
Emerson offers a wealth of process control
system and excitation control system
expertise in:
• Electric utility industry
• Boiler control and tuning
• Gas turbine operation and tuning
• Design , implementation , startup and
upgrades of process control system s
Instrument system design and
modification
• System integration and commun ication
interfaces
• Programming in Windows ® environments
• Project management, project
engineering , integration , Implementation ,
installation and startup of process control
systems
• Creation and modification of control
strategies , software databases and
interface graphics
• Excitation control system testing and
calibration
In addition to industry and control system
knowledge , many members of the
SureSeNice support team have been
recognized by customers for their dedication
to excellent seNice .

Page -2
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
SureService Telephone
Support
Our SureService customer response
center stands ready twenty-four hours a
day, seven days a week to immediately
diagnose and resolve any Ovation"' or
excitation control system problems .

Armed with powerful troubleshooting
skills and a thorough knowledge of
control systems, the SureService support
team works with the customers to gather
relevant information to correctly identify
the problem and diagnose the situation.

Our facility in Pittsburgh features fully
functional excitation control systems
that are used for troubleshooting and
determining solutions without interfering
with plant operations . After isolating the
problem, the SureService team
suggests corrective actions and works
with the customer to resolve any
situation .

Remote System
Diagnostics
Remote system diagnostics leverages the
remote network connectivity capabilities
available with today's technology . Using
remote system diagnostic tools , the
SureSeNice team can connect directly to a
customer's control system . Once connected ,
the SureSeN ice support team can review and
remotely troubleshoot the system, performing
controller loading and online file and highway
error analyses .

The combination of experience , training and
background of our operations staff make
remote system diagnostics the best assurance
..

EMERSON _

Page 67 of 90 ends

SureServiceN customer Support Programs
for identifying and resolving problems quickly.

Remote system diagnostics allows the
SureService team to solve problems faster
and easier than through SureService
telephone support alone. If requested by the
customer, the SureService support engineer
can even perform corrections online.

Moreover, the support engineer may also
recommend specific areas where preventative
actions or assessments can further improve
plant efficiency and processes . In this case,
additional SureService support applicat ions
may be recommended .

Internet Information
Access
Designed specifically for technical plant
operations staff, the SureService Ovation
Users' web site offers a level of infomiation
available only to SureServlce contract holders.

The site provides instant access to software
release notes and the latest technical manuals
and user documentation . Regular broadcast
emails alert subscribers to the availability of
new software releases , new or revised
documentation, new web site features and
more .

The Ovation Users' web site also provides
continuous, updated information regarding the
status of components returned to us for repair.

Online parts ordering and a spare parts price
list are available on the site as well. In
addition , customers can submit requests for
software improvements conveniently and
report problems online.

Scheduled On-site
Service
Recurring equipment failures, multiple calls
to the support center and degrading
process efficiency can all signal the need to
Page- 3
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
tune and adjust a system component or
perform routine maintenance . By utilizing
our control systems and skilled engineers ,
scheduled on-site visits ensure that critical
clean up, backup, testing and calibration of
excitation control systems, and
maintenance services are performed
regularly without diverting manpower from
critical tasks.

Scheduled on-site service provides
additional staff and support when needed,
keeping control systems running at peak
performance by scheduling service visits
on a regular basis or as-needed.

Scheduled on-site service includes simple
control system changes, PID and algorithm
adjustments, excitation control system
testing, calibration, cleanup and inspection
services, which can significantly improve
plant performance.

Additionally, regular routine system and
excitation control system maintenance can
decrease parts failures and improve the
overall process . Maintenance and
preventative activities include (but are not
limited to):
• Back up DPU/controller application
software to the hard drive and tape .
• Perform Ovation database reconciliation
and verification.
• Back up the software server to tape.
• Perform file clean-up on the software
server and other workstations .
• Implement minor control and graphics
changes at the direction of the customer.
• Excitation control system power supply
checks : CPU , firing card supplies, base
adjuster, etc.
• Calibration check of PTs, CTs and
transducers
• Limiting features check (VHL, MXL and
MEL).
..

EMERSON .

Page 68 of 90 ends

SureService= Customer Support Programs
• Protection features check (forcing, VHP,
OXP and MEP).
• Ensure all relevant alarms are generated
by the regulator.
• Download and analyze alarm history.
• Check configuration files for consistency .

Emergency On-site
Service
When telephone support and remote system
diagnostics cannot solve or diagnose the
problem, immediate on-site assistance may
be necessary. In this case, the SureService
customer response center dispatches a field
service engineer to the plant's site.

The immediate availability of a SureService
engineer quickly returns plant operations to
normal, reducing or eliminating downtime
and unplanned outages to significantly
improve plant performance and profitability .

All emergency on-site service subscribers
receive priority response, ensuring fast,
efficient on-site support. Emerson's team of
field service engineers encompasses a
wealth of experience and training in every
stage of a control system, including field
installation, startup and upgrading of
complex process control systems .

Trained to assess and evaluate the situation
quickly and thoroughly, the field engineer
communicates with the SureService team
ensuring access to technical expertise and
support resources until the problem has
been resolved .

Component Coverage
The SureService team stands ready to
eliminate costly interruptions to plant
operations by returning failed components
Page • 4
Agreement with Emerson Process Management
Appendix A-6 , Final System Acceptance Certificate
Data Sheet
to normal. A staff of highly trained
technicians and inspectors follow strict
methodologies to ensure that critical parts
are replaced or repaired quickly, thereby
minimizing downtime and maximizing the
efficiency of plant operations .

For a single fixed fee, component coverage
includes the repair of all Emerson-supplied
components that have an assigned
Emerson part number during the contract
term. When possible, component coverage
subscribers don't wait for repair of
malfunctioning parts. As soon as Emerson
receives a defective part, a replacement
part is located within the exchange
inventory and shipped .

SureServlce component coverage
subscribers can also arrange for a
replacement part to be shipped in advance .

All exchange parts are thoroughly tested
and include the latest improvements and
upgrades. Throughout the process, the
SureService team works quickly to ensure
minimal disruptions to normal plant
operations .

When a part is not available In the
exchange inventory, or if a customer
requests repair rather than replacement,
the component coverage team follows a
strict methodology that ensures that the
malfunctioning part goes through detailed
inspection, repair and testing procedures to
return it to proper working order.

Classic System
Component Support
Classic system component support extends
spare parts, parts exchange and repair
service to control systems that have
reached a "retired" status. The off-the-shelf
technology that makes open control
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sureServiceN Customer Support Programs
systems appealing also makes maintaining
a steady level of product support
unpredictable. Key spare parts can
disappear from the market at any time .

With the classic system component support
application, Emerson will supply customers
with component coverage after the control
systems have reached the retired status for
as long as the market on the necessary
spare parts remains open and repair of
those parts is possible.

With classic system component support,
customers submit a blanket purchase order
as part of their SureService package . The
purchase order will include a "not-to
exceed-dollar amount'' and will be used on
an as-needed basis throughout the contract
term for repairs of components that are still
available on the market.

Benems of this service include:
• Extends component coverage to cover
retired status
• Provides additional level of confidence in
open systems
• Offers an avenue to lengthen the life of
the plant's control system
• Provides the opportunity for packaged
discounts
Training Programs
Emerson's training programs are designed
for the ongoing education and development
of the operators, engineers and technicians
that support plant operations . When
training Is built into a SureService contract,
plant staff can attend training courses as
needed.

Many of our SureService support engineers
have training and education backgrounds .

This provides them with the ability to
communicate clearly and target opportunities
for operators to improve their skills to better
Page- 5
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
support the control system and the excitation
control system .

Including training programs in a SureService
contract encourages plant support staff to
develop new skills to communicate with the
SureService team during support calls or on
site visits. Whenever possible, the
SureService support engineers recommend
specific training courses or custom training
programs to improve plant operations .

Ovation training programs include :
• Standard course offerings
• On-site and customized training
programs
• Training at customer sites
• Custom-developed course content
On-line instructo r-led classes through
Emerson's virtual classroom
These comprehensive training programs
address the configuration , programming ,
administration and operation of our product
lines under Ovation platforms. Operators,
technicians and engineers gain an
individual perspective on the understanding
and operation of an Ovation system .

Ovation excitation systems training programs
are conducted at our training facility in
Pittsburgh, Pennsylvania and are targeted
for control and electrical engineers,
technicians, system engineers and
technicians who have the primary
responsibility for the excitation controller
operation and maintenance .

Software Updates
Emerson 's software updates1 service
ensures continual robust functionality of the
Ovation control system without significantly
changing the software level. In the world of
always-evolving technology, software
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SureService- Customer Support Programs
updates contain the results of continuing
efforts in software improvement.

Customers desire the newest Ovation
software updates and third-party patches as
they become available ; however,
complicated installation procedures may
cause users to avoid needed updates .

Customers may also be concerned about the
potential impact of the update on the existing
software . Emerson's engineers will ensure
that no existing application software is
directly or negatively impacted by each
update .

Ovation software updates can be obtained
from a SureService representative. Validated
third-party patches can be downloaded from
the SureServlce section of the Users' Group
website . Customers who subscribe to the
SureService scheduled on-site service
application can also request that one of our
experienced field service engineers perform
the Ovation software update or install the
third-party patches via a scheduled visit
SureService customers will have access to
any relevant update documentation for
general knowledge and record-keeping
purposes.

Ovation and Microsoft security patches are
distributed at the end of each month through
three unique channels:
• Ovation Users' website
• Box website for Ovation Security Center
(OSC), and Power & Water
Cybersecurity Suite (PWCS) customers
, CD delivery
Ovation Users' Website
The Ovation Users' website provides a 3-
month span of all the security patch
downloads that Emerson can legally
distribute, such as Microsoft operating system
Page -6
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
patches . After the 3-month span, all
accumulative patches can be requested
through SureService software update support
via CD delivery .

Links to vendor websites with approved
patches that Emerson cannot legally
distribute, such as Adobe ® Reader and
Java" ' patches, are also provided on the
Ovation Users ' site.

OSC and PWCS Box Website
OSC and PWCS customers who have
purchased patch management support and
are subscribed to the SureService OSC and
PWCS support services can download all
security patches, including those for Adobe®
and Java"' Runtime Environment (JRE)
from the Ovation Users' Box website :
• https://ovat ionusers . account. box. com
OSC and PWCS patch/update files are
obtained from Emerson's dedicated Box.com
subscription website . The subscription website
requires the user to use a unique login
assigned in the SureService agreement.

Downloaded security patches are
transferred to the patch management
application and deployed to all Ovation
workstations as scheduled by the OSC or
PWCS .

Due to the nature of file sharing employed in
this distribution mechanism, it is possible
that the Ovation Users' Box websites may
be blocked by corporate firewalls . This
restriction can be removed by whitelisting
these websites in the corporate firewalls to
provide authorized personnel access for file
retrieval .

CD Delivery
Upon request, CDs containing an
accumulation of all security patches can be
sent to the customer 's site.
..

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SureService~ Customer Support Programs
Benefits
• Latest available validated patches
available for operating systems, Oracle,
Adobe Reader, Java and Internet
Explorer
• Provides Ovation system software
updates
• Avoids potential Impacts by the known
and corrected system bugs
• Provides immediate access to pertinent
update documentation and media
informat ion
Software Updates with
Antivirus Program
For systems that include Emerson-validated
antivirus software for virus protection , anti
spam and content filtering on Windows -based
platforms, customers can subscribe to the
SureService software updates with antivirus
program to receive the latest tested and
approved protective software to guard against
viruses, cyber-attacks and other unwanted
intrusions .

Benefits
• Includes all the features of the
SureService software update program
• Receives antivirus signature updates
• Includes antivirus. license
Ovation Guardian TM
Support
The SureService Ovation Guardian support
application displays Ovation system
specific data, as well as technical support
information, including the status of the
current SureService contract and the state
of any technical support calls. Additionally,
Guardian collects information related to
Page- 7
Agreement with Emerson Process Management
Appendi x A-6, Final System Acceptance Certificate
Data Sheet
OEM and commercial off-the-shelf
technologies, digital field devices and other
Emerson alliance partner products
associated with the Ovation system.

The result Is a comprehensive collection of
system-specific information , accessible
from a secure web site connection that will
enhance the ability to manage the Ovation
distributed control system more effectively
and efficiently .

Guardian support users can also download
Ovation and Microsoft security patches
through the Ovation Users' web site and/or
from the OSC, PWCS Box website .

Ovation Security Center
Support
The Ovation Security Center (OSC) support
application , which is applicable for the OSC

3.0 and forward, is designed to keep the
software, contents or license elements
promptly updated and the hardware
components quickly repaired in case of
mechanical failures . In general, the
SureService support includes :

Software updates for maintenance
releases and improvements
• Content updates for the vulnerability
database, latest security patches and
updated security policies or rule settings
• License renewals where applicable
• Hardware repair during the term of a
valid SureService contract that includes
OSC support
Cybersec u rity
Assessment
The cybersecurity assessment service can
assist in identifying threats and
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Page 72 of 90 ends

SureService~ Customer Support Programs
vulnerabilities that could impact the
reliability and availability of critical control
systems, process data and network
operations .

The assessment is specifically designed to
aid in identifying the current state of the
plant's security posture, by providing a
better understanding of the strength of
defenses against cyber-attacks.

Software Archiving
Software archiving is a remote file storage
system that adds an extra edge of protection
to plant's operation . With software archiving ,
Emerson transfers electronically the software
and data files to an off-site location to be
dated, archived and stored, mitigating
unexpected events that can cause financial
loss through hardware breakdowns, software
crashes and other lost revenues, incurring in
high costs.

On a periodic basis, Emerson saves critical
software and files running at the plant's
workstations _ and database servers. These
include data files such as system databases,
control sheets and graphics programs . Other
configuration files for routers, switches ,
historian, log reports, connectivity software
or others can be optionally archived when
they are manually copied to the proper
directory . Software and files saved are
transferred via the Internet to the archival
system at Emerson's archival center to be
dated, archived and stored.

All files remain stored for four periods
before being replaced by the newest
archival. A period can be defined as
weekly, biweekly, monthly or quarterly .

At the end of each cycle, the last archived
file will be transferred to an optical media .

Page- 8
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
This optical media will be stored at an off
site for additional protection .

If problems occur, the archived software
can be selected to be used for the reload.

This software requires minimal re-testing
and re-alignment to return the system to
normal operations in minimal time,
reducing both downtime and engineering
time.

Benefits
Meets NERC CIP-009-1 R4 backup and
restore guidelines
• Recovers complete control system
application software in a timely manner
• Quickly returns plant to normal
operations with the latest saved control
parameters
• Minimizes further loss of revenue due to
unexpected disaster to the control
system
Online Tutoring
Online tutoring provides the next step
toward maintaining and increasing the skill
level of plant personnel on system
operations. By remotely accessing the
system and operating environment, an
instructor provides instruction for
performing programming, diagnostics,
maintenance, operations and other
functions . The instructor also provides tips
and insight to increase operator sklll level
for better plant control.

As the plant's staff changes with new hires
and retired professionals , many new
operators must learn system operation
through on-the-job training , often not
acquiring the full knowledge that operators
once carried. Even experienced personnel
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SureService- Customer Support Programs
might lose certain techniques that are not
used frequently .

Application Enrichment
With application enrichment, Emerson's
process specialists can remotely modify
existing software and implement any
changes as necessary to maintain a route
for constant system improvements and
additions .

Application enrichment allows control
technology to effectively adapt to changing
requirements . Emerson's engineers
provide support with updated knowledge
and skills to avoid a complex, re-learning
process during implementation of changes
necessary to keep the control system
running efficiently .

After acceptance, modifications are
downloaded and made immediately
effective . After the implementation and
working together with the customer, the
operation of the system is monitored to
ensure full software acceptance and
compliance . Before the expiration of the
current SureService contract , the up-to
date service days will be compared against
the contracted days. Any unused days can
be converted to other services within the
same year.

Benefits
• Uses the most effective resource and
avoids the re-learning process
• Expands the application software with
operating experiences
• Reflects process changes in software
without unnecessary delays
• Explores the system's full capabilities
Page-9
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
Optimization Services
SureService support includes an application
specific to optimization technology and EDS .

As part of this support service, the customer
will receive:
• SureService telephone support
• Scheduled on-site service
• Software updates
• Software archival
• Tuning service
Proactive Support
Emerson's highest level of SureService
support for optimization assists in
maximizing the return on the technology
investment. This is accomplished by
analyzing the optimization solution through
weekly reviews to ensure optimal system
operation . A monthly report Is generated that
details runtime statistics, system availability
and affected economic factors .

Optimizat ion Telephone Support
Optimization telephone support, executed
through the SureService customer
response center, puts Emerson
optimization specialists in direct
communication with the plant's personnel.

The optimization team is ready 24 x 7 to
quickly identify and resolve any
optimization related issues, as well as
provide answers to optimization questions .

Scheduled On-site Service
With scheduled on-site service,
optimization engineers travel to the site to
evaluate system operation, maintenance
services and file and logic backups.

Emerson's optimization field engineering
team can Implement changes or perform
accumulated maintenance tasks during
-.;: ,.

EMERSON .

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SureService- Customer Support Programs
normal plant operations or planned outages
without diverting essential staff manpower
from their critical tasks.

Additional services that can be performed
during on-site visits include:
• Resolving pre-identified issues
Backing up software
• Inspecting network communications
• Cleaning-up files
• Implementing minor updates
• Performing other necessary maintenance
functions
• Providing recommendations on
optimization solutions to accommodate
seasonal or operational variation in
emission requirements
Software Updates
Following the initial release of a major
software level, software updates or
"patches" are developed to modify,
enhance or fix minor issues associated with
the initial release. The software update
application downloads the latest updates to
the optimization software, ensuring
optimum system functionality without
significantly changing the operational
aspects. As soon as the updates to the
customer's software level become
available, a remote software upload via
virtual private network (VPN) can be
requested (this may require the installation
of a VPN connection), or the update can be
installed during an on-site service visit.

Emerson 's service team will fully explain
the new features and functions contained in
the software release, as well as any system
configuration changes that may be required
with onsite staff.

Page-10
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
Data Sheet
Software Archiving
Through software archiving, critical
software and files are electronically
transferred on a periodic basis to the
SureService customer support center in
Pittsburgh, PA The software is then dated,
archived and securely stored as a
secondary mechanism to the local activity.

All files remain stored at a dedicated
workstation for four weeks and then
transferred to storage or optical media. For
additional protection, the media can be
sent to a secure off-site facility for long
term storage .

Tuning Service
Emerson's service team uses experienced
engineering support to adjust optimization
solution objectives to accommodate
equipment updates, unusual operating
modes, seasonal adjustments or operational
variation in optimization goals. Emerson
engineers can perform these fine-tuning
functions during a scheduled on-site service
visit or remotely via VPN.

Simulation Update
Services
Emerson offers simulation update services
as part of the SureService customer
support program to help customers '
simulation solutions keep pace with control
system technology advancements and
plant operations. The SureService
simulation update service program
provides yearly support that starts with a
site survey to assess current conditions
and then follows with scheduled
maintenance aimed at keeping simulator
processes operating at peak performance .

An investment in the SureService
simulation update program will extend the
\
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Page 75 of 90 ends

SureService~ Customer Support Programs
life of the simulator system , while keeping it
aligned with the customer 's plant DCS.

Scheduled Alarm
Management Services
Scheduled alarm management services
provide knowledg eable manpower that
assists the plant's workforce in keeping the
alarm system and process es operating at
optimum levels and thus allowing them to
focus on other tasks.

Periodic alarm system assessments may
reveal alarm configur ation changes that
can improve the control system and plant
reliability.

Data Sheet
Benefits
• Enhances alarm system performance
through periodic, scheduled reviews
Improves operator awareness of priority
alarms
• Augments plant staff so they can focus
on other responsibilities
, Increases plant efficiency by customizing
alarm managem ent task s to help
determine event priorities
Provides immediate access to alarm
management specialists for:
- Ass essing alarm configu rations
- Implementing configuration changes
- Answering general alarm system
questions
- Providing tra ining to staff
1 Ovation softwar e updates for Ovation 3. 6 systems and higher include feature pack updates 020 17 Emer~ . All riShlGr~eNed, l he Eme,~o logoi!. :1 tro\Jem:ui< and $OMco mark of Em«~n Elec::cric Co. Ovat;on" ls a m:vk ti ct\O of trut Emer$0n A.\llom.,ticn Solut1ct".G f.imily of bu:;inott; unllc. All othor m:l."kc ;aro lho property of lholr n11.pooti,<0 :>.-.ncrs.. Tho «nlontr. of ING publication .iro prOGontcd fcrlnbMation purpcx.OG only, ond whllo effo,t ho, b~en mocb to eMt1re their acC1.:t11C'J, they ore not lo be.ccn1rued a, wamintic, orguorantccs. cxpre,, ,y lmpi ed, rcg:irdrig !he produds er uriAee, dc,c:ribed herein Cf lhelr u,e or IFPbb My. Al ,ale, are go~ne d by cur t~s and cond.ticn,, 'l'lhlch ere awilable on requ~. We reserve the right lo modify or improve the deslg'ls or speoillc.atlon, or our produtls at any di,-.e 'Mlhc:ul noel~.

Page- 11
Agreement with Emerson Process Management
Appendix A-6, Final System Acceptance Certificate
\
EMERSON _

Page 76 of 90 ends

EXHIBIT B

COMPENSATION AND PAYMENT SCHEDULE

1. MAXIMUM COMPENSATION
The maximum amount payable for all materials and services provided under this Agreement shall not exceed Three Million Two Hundred Four Thousand Five Hundred Fifty-Two Dollars ($3,204,552) during the term of the Agreement. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement. No additional services will be performed unless both Parties execute an Amendment outlining the services requested and the compensation agreed for such services.

Table B-1: Maximum Compensation
Description Total
System Implementation (see Section 2 below) $2,557,000
Support for five years (see Section 3 below) $147,552
Contingency $500,000
Maximum Compensation $3,204,552

2. SYSTEM IMPLEMENTATION

2.1. Firm Fixed Price
Contractor shall provide all equipment, materials, and labor to upgrade the Distributed Control System as specified in Exhibit A on a firm fixed cost basis as set forth in Table B-2 below. Any additional products or services will be presented to the City for approval prior to commencement of the work.

Table B-2: S stem Implementation - Price Breakdown
Hardware
Software Application (including Windows Server 2016, Windows 10, Ovation, and OPH with C stal Reports for report buildin Pro·ect Mana ement
Installation
S stem Commissionin / Validation / Final S stem Acee tance Documentation
Training (15 weeks factory training; one week on-site)
Use of LM6000 Simulator via remote lo
Ovation la back machine
Subtotal
Estimated Sales Tax

TOTAL SYSTEM IMPLEMENTATION
Agreement with Emerson Process Management
Exhibit B, Compensation
$682,214
$476,116
$65,000
$541,365
$694,130
$3,400
$32,775
Included
Included
Included
Included
Included
$2,495,000

Page 77 of 90 ends

2.2. Payment Schedule
T bl B 3 S t a e - iys em mp ementatIon p avmen t S h d I c e u e Estimated
Completion
Milestone/Deliverable Date Payment
Project Management/ Kick-off Meeting / Submittal of 7/1/19 $748,500 Hardware Drawinqs Submittal of Initial Functional Control Drawinqs 7/29/19 $499,000 Completion of Factory Acceptance Test 10/11/19 $249,500 Completion of Svstem Installation and Commissioninq 11/26/19 $499,000 Final System Acceptance* 12/31/19 $499,000
Subtotal $2,495,000
Estimated Sales Tax (to be paid in accordance with applicable milestone for which sales tax is due) $62,000
TOTAL PAYMENTS $2,557,000
*The signed Final Acceptance Certificate (Appendix A-6) triggers final payment and start of warranty period.

2.2.1. Progress payments shall be made to Contractor by City following acceptance of designated milestones as shown in Table 8-3.

2.2.2. All payments are based upon City's acceptance of Contractor's performance as evidenced by successful completion of all of the deliverables as set forth for each milestone. City shall have no obligation to pay unless Contractor has successfully completed and City has approved the milestone for which payment is due.

2.2.3. Payment for any part or parts of the System provided hereunder, or inspection or testing thereof by City, shall not constitute acceptance or relieve Contractor of its obligations under this Agreement. City may inspect the components of the System when delivered and reject upon notification to Contractor any and all the System, which does not conform to the specifications or other requirements of this Agreement.

Components of the System, which are rejected shall be promptly corrected, repaired, or replaced by Contractor. If City receives components of the System with defects or nonconformities not reasonably apparent on inspection, then City reserves the right to require prompt correction, repair, or replacement by Contractor in accordance with Contractor's warranty obligations.

Agreement with Emerson Process Management
Exhibit B, Compensation

Page 78 of 90 ends

3. ONGOING SUPPORT AND MAINTENANCE SERVICES
Ongoing support and maintenance services after Final System Acceptance shall be in accordance with the pricing set forth herein.

3.1. SureService TM Customer Support Programs
Contractor provides various support programs as described in Appendix A-7. The City has elected to purchase the service programs listed below. The City reserves the right to delete or add service programs as required to support the System.

Contractor shall invoice the City annually for all applicable support and maintenance costs.

In the event of early termination of the Agreement, Contractor shall refund the City on a pro rated basis any fees paid in advance that have not been expended as of the date of termination.

Table B-4: Selected SureService™ Customer Support Program Description Annual Total
Year 1 SureService™ (SureService Telephone Support, Internet Information Access, Remote System Diagnostics, and Software $0 Updates with Antivirus Program)
Year 2 SureService ™ (SureService Telephone Support, Internet Information Access, Remote System Diagnostics, and Software $34,233 Updates with Antivirus Proqram)
Year 3 SureService™ (SureService Telephone Support, Internet Information Access, Remote System Diagnostics, and Software $35,946 Updates with Antivirus Program)
Year 4 SureService TM (SureService Telephone Support, Internet Information Access, Remote System Diagnostics, and Software $37,743 Updates with Antivirus Proqram)
Year 5 SureService TM (SureService Telephone Support, Internet Information Access, Remote System Diagnostics, and Software $39,630 Updates with Antivirus Program)
5-Year Total $147,552

3.2. Additional Services
Unless otherwise included under the SureService TM Customer Support Program for which the City has paid the applicable fees, service rates and spare parts shall be as follows:

Table B-5: Rates
Weekdays
First 8 hours that da ; Additional hours that da $328/hour Saturdays
All hours that da $328/hour
Sundays & Holidays
All hours that da $438/hour
Spare parts - 50% off list price through final system acceptance; 15% off list price thereafter.

Agreement with Emerson Process Management
Exhibit B, Compensation

Page 79 of 90 ends

4. SYSTEM ENHANCEMENTS AND UPGRADES
Upon request of the City, Contractor shall provide services and resources required to implement upgrades, improvements, and enhancements to the System as required by the City. Additional products and services shall be separately negotiated to be paid on a lump sum or time and material basis as authorized by the City. No additional products or services will be provided unless both Parties execute an Amendment to this Agreement.

The City has identified the following system features / enhancements that may be implemented at a later time.

Description Unit Price
Ovation Machinery Health Monitor (OMHM) to replace the $45,782 Bently Nevada 3500 on the Steam Turbine Workbench with Tie-back Simulation $185,000
AVR and PSS replacement for 2 CTG's and 1 STG. Includes applicable testing and certification by 3rd party - Ovation $498,000 Excitation System
Network Intrusion Detection (NID) $188,000
Vulnerability Assessment $39,000

5. INVOICING
Compensation and payments shall be made to Contractor by City based on Net Thirty (30) days payment terms.

The City will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution.

6. LIQUIDATED DAMAGES
IF CONTRACTOR DOES NOT COMPLETE ITS WORK BY DECEMBER 15, 2019, OR

SUCH OTHER DATE AS MUTUALLY AGREED UPON, PLUS ANY EXTENSIONS

GRANTED BY CITY IN WRITING, DAMAGES WILL BE SUSTAINED BY CITY AND IT IS

AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN THE

ACTUAL DAMAGES WHICH CITY WILL SUSTAIN IN THE EVENT OF AND BY REASON OF SUCH DELAY. IT IS THEREFORE AGREED THAT, FOR DELAYS THAT ARE SOLELY

CAUSED BY CONTRACTOR, THE CONTRACTOR SHALL PAY TO CITY THE SUMS SET

FORTH BELOW FOR DELAYS IN FINISHING ITS WORK BEYOND THE TIMES OF COMPLETION SPECIFIED; AND THE CONTRACTOR AGREES TO PAY THESE

LIQUIDATED DAMAGES, AND FURTHER AGREES THAT CITY MAY DEDUCT THE

AMOUNT THEREOF FROM ANY MONEYS DUE OR THAT MAY BECOME DUE THE CONTRACTOR UNDER THE AGREEMENT. ANY SUCH LIQUIDATED DAMAGES

PAYABLE BY CONTRACTOR SHALL NOT EXCEED, IN THE AGGREGATE, TEN PERCENT (10%) OF THE CONTRACT PRICE AND SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH DELAY.

Agreement with Emerson Process Management
Exhibit B, Compensation

Page 80 of 90 ends

LIQUIDATED DAMAGES IN THE AMOUNT OF $25,000 FOR EACH CALENDAR DAY OF DELAY CAUSED BY CONTRACTOR WILL BE IMPOSED ON CONTRACTOR.

BY PLACING THEIR INITIALS BELOW, CITY AND CONTRACTOR ACKNOWLEDGE

THAT THE AMOUNT SET FORTH ABOVE HAS BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES.
"CITY"
By ~
Agreement with Emerson Process Management
Exhibit B, Compensation
"CONTRACTOR"

Page 81 of 90 ends

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with the indicated coverages, provisions and endorsements. If the Contractor meets all of the requirements of this section through self-insurance, Contractor shall provide a written statement to that effect to be incorporated into this contract and shall provide proof of Contractor's ability to meet said requirements by providing a letter of credit to the City or audited annual financial statements that demonstrate its ability to meet the requirements.

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage as set forth below at least as broad as Insurance Services Office form CG 00 01. Policy limits shall be the following:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage with policy limits of one million dollars ($1,000,000) each accident. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This Workers' Compensation coverage must include a Waiver of Subrogation, via blanket endorsement, in favor of the City of Santa Clara, its City Council, commissions, officers and employees to the extent of Contractor's negligent acts, errors or omissions or willful misconduct.

Agreement with Emerson Process Management
Exhibit C, Insurance Requirements

Page 82 of 90 ends

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. 2.

3. 4.

5. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, and employees are hereby included as additional insureds to the extent of Contractor's negligent acts, errors or omissions or willful misconduct and subject to Article 19 in respect to Contractor's work for City, via blanket endorsement.

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed via blanket endorsement to contain wording making it primary insurance to the extent of Contractor's negligent acts errors or omissions or willful misconduct as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance, to the extent of Contractor's negligent acts, errors or omissions or willful misconduct.

General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement;
Cancellation.
a. Contractor shall provide written notice to City at least ten (10) days prior to the effective date of such modification or cancellation of its insurance policies. In the event of non-renewal, written notice shall be given at least ten ( 10) days of the effective date of non-renewal.
b. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

Other Endorsements. Other blanket endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, on the City's site provide the same insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance certificates provided by such subcontractors and others engaged in the project on Contractor's behalf will be submitted to City for review.

Agreement with Emerson Process Management
Exhibit C, Insurance Requirements

Page 83 of 90 ends

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in performing any portion of Contractor's Work under this Agreement reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement that Contractor fails to remedy upon receiving written notice.

4. Contractor may satisfy the insurance coverages required under this Agreement by a combination of primary and umbrella or excess insurance or self-insurance.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) performing work on behalf of Contractor on City's site shall, at its sole cost and expense, provide and maintain the insurance coverage with the endorsements indicated in this Agreement.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of blanket endorsement forms and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be provided by e-mail to: [email protected].

Or by mail to:

EBIX Inc.

City of Santa Clara - Silicon Valley Power
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI).

Agreement with Emerson Process Management
Exhibit C, Insurance Requirements

Page 84 of 90 ends

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
Contractor is subject to the applicable requirements of California Labor Code section 1720 et seq., to the extent applicable to Contractor's personnel, requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

I. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates.

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to:
certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

Agreement with Emerson Process Management
Exhibit D, Labor Compliance Addendum

Page 85 of 90 ends

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725 .. 5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

K. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et Agreement with Emerson Process Management
Exhibit D, Labor Compliance Addendum

Page 86 of 90 ends

seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Agreement with Emerson Process Management
Exhibit D, Labor Compliance Addendum

Page 87 of 90 ends

EXHIBIT E

EMERSON PROCESS MANAGEMENT, POWER & WATER SOLUTIONS SOFTWARE

LICENSE AGREEMENT
License TO USE: The term LICENSEE includes an authorized user who accepts and agrees to be bound by the terms of this Agreement. Emerson Process Management, Power & Water Solutions, ("EMERSON"), grants LICENSEE a nonexclusive, nontransferable license to utilize one copy of all fully paid up licensed Software provided to LICENSEE (unless multiple copies or concurrent or simultaneous use rights are elsewhere authorized) for the intended purpose and LICENSEE's internal use in the equipment in which it is initially installed. "Software" as used herein shall mean any software program, firmware, or flash ROM licensed by EMERSON including, but not limited to, the EMERSON operating system software, application software, machine readable media on which the Software is contained, documentation, and/or written materials accompanying the Software. IF LICENSEE TRANSFERS POSSESSION OF ANY

COPY OR MODIFICATION OF THE SOFTWARE OR RELATED MATERIALS TO ANOTHER

PARTY, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE, THIS LICENSE IS AUTOMATICALLY TERMINATED. The license fee for the EMERSON Software is included in the contract price. If concurrent or simultaneous usage licenses are furnished, LICENSEE may not at any one time exceed the maximum number of licenses purchased under this Agreement.

LICENSEE shall not alone or with assistance of others reverse compile, reverse engineer or in any other manner attempt to decipher in whole or in part the logic or coherence of any Software licensed hereunder. Except as specifically provided herein, no license, express or implied, is granted under any intellectual property directly or indirectly owned by EMERSON. Furthermore, no license (except the license specifically granted herein) or any license in third party software furnished under this Agreement, shall be implied in law, implied in equity, or exist under the doctrine of patent exhaustion. LICENSEE may make one backup copy of such Software for evaluation, installation and maintenance of the equipment in which the Software is installed.

LICENSEE must reproduce and include the copyright notice on any copy or modification of the Software. LICENSEE recognizes that third party software furnished by EMERSON may be subject to a separate license agreement and/or registration requirements and limitations on copying and use and LICENSEE agrees to be bound by the terms of any third party license agreement(s) accompanying such software.

TITLE: All title and ownership of the Software and any derivative works including, without limitation, the copyright to such Software, shall remain exclusively with EMERSON or its licensors.

LICENSEE'S right to use the same is at all times subject to the terms and conditions of this Agreement. EMERSON may, from time to time, revise or update the Software and/or related materials and, in so doing, incurs no obligation to furnish such revisions or updates to LICENSEE.

TERMINATION: LICENSEE may terminate this license at any time by destroying the Software and the related materials together with all copies and modifications in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if LICENSEE fails to comply with any term or condition of this Agreement. LICENSEE agrees upon such termination to destroy the Software and the related materials together with all copies and modifications in any form.

WARRANTY: a) Software provided directly to End User: Unless otherwise agreed in writing by the parties, EMERSON warrants that the Software provided hereunder will be free from errors Agreement with Emerson Process Management
Exhibit E, Ovation Software License Agreement

Page 88 of 90 ends

which materially affect its utility. The warranty period shall expire 12 months from the date of completion of installation or 18 months from the date of delivery, whichever occurs first. Unless stated otherwise herein, third party software shall be warranted and remedied on a pass through basis in the same manner and for the same period and extent provided by the original software manufacturer. This Software warranty does not apply to any application software or set of instructions composed by LICENSEE; provided however, that this warranty will extend to any application software composed by EMERSON in accordance with LICENSEE's instructions, but only to the extent of such instructions. b) Software provided through Intermediate Parties: Unless otherwise agreed in writing by the parties, EMERSON warrants that the Software provided hereunder will be free from errors which materially affect its utility. The warranty period shall expire 12 months from the date of completion of installation or 18 months from the date of delivery to the Intermediate Party, whichever occurs first. Unless stated otherwise herein, third party software shall be warranted and remedied on a pass through basis in the same manner and for the same period and extent provided by the original software manufacturer. This Software warranty does not apply to any application software or set of instructions composed by LICENSEE; provided however, that this warranty will extend to any application software composed by EMERSON in accordance with LICENSEE's instructions, but only to the extent of such instructions.

YEAR 2000 WARRANTY: EMERSON warrants that the Software provided hereunder will be Year 2000 Compliant. "Year 2000 Compliant" shall mean the Software will be capable of managing and manipulating data involving dates, including single century formulas and multi-century formulas, and not generate incorrect values or invalid results involving such dates. LICENSEE acknowledges that this Year 2000 warranty shall not apply: i) to any software that is not date sensitive; ii) to any software not furnished under this Agreement; iii) to software provided by LICENSEE or others which may interface or operate in conjunction with EMERSON furnished Software/equipment, regardless of whether such other software/equipment is itself Year 2000 compliant; and iv) to the EMERSON furnished Software in the event any software/equipment not furnished by EMERSON under this Agreement prevents the EMERSON furnished Software from performing any function specified in the above definition of "Year 2000 Compliant". Remedies: In the case of a nonconformity in this warranty and if EMERSON is notified in writing of such nonconformity during the applicable warranty period, it shall be remedied, upon return to EMERSON, by correction in the medium originally supplied, or provision of a procedure to correct material errors. If such remedies are impracticable, EMERSON may refund the purchase price for the nonconforming Software. Any warranty specified herein is conditioned upon: a) proper handling, installation and maintenance; b) not having been subjected to accident, alteration, abuse or misuse; and c) LICENSEE providing necessary access and assistance for EMERSON to fulfill its warranty obligations.

LIMITATIONS OF REMEDIES: The warranties set forth above are exclusive and in lieu of all other warranties whether statutory, express or implied (including all warranties of merchantability and fitness for purpose and all warranties arising from course of dealing or usage of trade). The remedies set forth, for the time and in the manner provided above, shall be LICENSEE's exclusive remedies for failure of EMERSON to meet its warranty obligations, whether based in contract, in tort (including negligence or strict liability), or otherwise. IN NO EVENT WILL EMERSON BE

LIABLE TO LICENSEE FOR ANY DAMAGES ARISING OUT OF ANY CAUSES WHATSOEVER (WHETHER SUCH CAUSES BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, PATENT INFRINGEMENT, OR OTHERWISE), INCLUDING ANY damage to or loss of property or equipment; loss of profits or revenue; loss of use of LICENSEE's property, equipment or power system; increased costs of any kind, including but not limited to cost of operation and maintenance, capital cost, fuel cost and cost of purchased or replacement power; or claims of customers of licensee, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES Agreement with Emerson Process Management
Exhibit E, Ovation Software License Agreement

Page 89 of 90 ends

ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF EMERSON

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR OF ANY CLAIM BY ANY OTHER PARTY .

GOVERNING LAW: This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A., excluding both its rules or laws regarding choice or conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods .

E;XPORT RESTRICTIONS: Licensee shall comply fully with all laws, regulations, decrees and orders of the United States of America that restrict or prohibit the exportation (or reexportation) of technical data and/or the direct product of it to other countries, including, without limitation, the U.S. Export Administration Regulations .

U.S. GOVERNMENT RIGHTS: The Software and related materials are provided with "RESTRICTED RIGHTS ." Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in the Federal Acquisition Regulations and its Supplements .

GENERAL: LICENSEE may not sublicense, assign , or transfer the license or the Software and related materials without the prior written consent of EMERSON. Any attempt otherwise to sublicense, assign or transfer any of the rights, duties, or obligations hereunder without such consent is void. EMERSON's licensors shall be a third party beneficiary to this Agreement to the extent permitted by applicable law. UNLESS OTHERWISE AGREED, THE SOFTWARE IS NOT FOR USE IN ANY NUCLEAR AND RELATED APPLICATIONS. LICENSEE accepts the Software with the foregoing understanding and agrees to indemnify and hold harmless EMERSON and it's licensors from any claims, losses, suits, judgments and damages , including incidental damages, arising from such use, whether the cause of action be based in tort, contract or otherwise, including allegations based on negligence or strict liability. Should LICENSEE have any question concerning this Agreement, please contact LICENSEE'S EMERSON representative or sales office .

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS . LICENSEE FURTHER

AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT

BETWEEN EMERSON AND LICENSEE AND SUPERSEDES ANY PROPOSAL OR PRIOR

AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN EMERSON AND LICENSEE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

LICENSEE AGREES THAT EMERSON MAY AUDIT LICENSEE'S FACILITY TO CONFIRM

COMPLIANCE WITH THE
FOREGOING PROVISIONS .

EMERSONPROCESSMANAGEMEN~

POWER & WATER SOLUTIONS

Revision 6 02/06/07
Agreement with Emerson Process Management
Exhibit E, Ovation Software License Agreement

Page 90 of 90 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-436 Agenda Date: 10/27/2020

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement for Distributed Control System Upgrade/Replacement Project between Emerson Process Management Power and Water Solutions and City of Santa Clara and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP) operates three power generation facilities within the city limits: the Donald Von Raesfeld Power Plant (DVR), the City of Santa Clara Cogen, and the Gianera Generating Station. The DVR facility is the main plant and is a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power. In 2019, a Request for Proposals (RFP) was issued and, after evaluation of all submitted proposals, a contract was awarded to Emerson to replace the distributed control system at DVR. That project was completed in June 2020.

DISCUSSION
The current agreement with Emerson includes provision of all hardware components necessary for the control system to function, including but not limited to controllers, cabinets, communication network hardware, and other related hardware; all software including Emerson's proprietary Ovation software and other third-party software installed as part of the system; as well as labor for project management, implementation, configuration, commissioning, training, and support.

The proposed amendment is adding the Ovation Excitation System project to the current Agreement.

The project includes implementation of the Ovation Excitation System, and replacement of the Automatic Voltage Regulators (AVR) at all three generators at DVR with new, fully-supported equipment that works in concert with the Ovation turbine controls. The AVR’s control the Voltage and Frequency output of the facility. All three AVR’s currently in place are obsolete and have reached End of Life and, therefore, the manufacturers have discontinued support. The project also includes required regulatory testing and modeling required by North American Electric Reliability Corporation (NERC) and Western Electric Coordinating Council (WECC) Electric Reliability Standards.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.

City of Santa Clara Printed on 10/23/2020Page 1 of 3
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20-436 Agenda Date: 10/27/2020

FISCAL IMPACT
The proposed Amendment No. 1 increases the maximum compensation by $520,448 for a revised not-to-exceed total of $3,725,000 for the period of October 27, 2020 through June 30, 2025, subject to the appropriation of funds. The increase in compensation will pay for the Ovation Excitation System in the amount of $468,920 and $51,528 for annual support costs.

The budget amendment below allocates funding from the Unrestricted Ending Fund Balance in the Electric Utility Capital Fund to the Replace Balance of Plant Control System Capital Improvement Program project in the amount of $1,000,000. Of that amount, $468,920 will be used for the Ovation Excitation System payments and the remaining balance will be used to offset FY 2020/21 actual expenditures that have exceeded the appropriation. These expenditures were originally expected in FY 2019/20 but actually occurred this fiscal year, and project savings from FY 2019/20 were sufficient to cover the overage in FY 2020/21.

Funding for the annual support costs in FY 2020/21 are available in the Operating Electric Utility Fund and funding in the out years will be incorporated into the budget development process for those years.

Budget Amendment
FY 2020/21
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund
Expenditures
Replace Balance of Plant Control System
(DCS)
$0 $1,000,000 $1,000,000
Fund Balance
Unrestricted Ending Fund Balance $6,599,725 ($1,000,000) $5,599,725

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

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20-436 Agenda Date: 10/27/2020

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement for Distributed Control System Upgrade/Replacement Project between City of Santa Clara and Emerson Process Management Power and Water Solutions;

2. Authorize the City Manager to add or delete services consistent with the scope of the agreements, and allow future rate adjustments subject to request and justification by contractor or consultant and approval by the City, subject to the appropriation of funds.; and

3. Approve the related FY 2020/21 budget amendment in the Electric Utility Capital Fund to increase the Replace Balance of Plant Control System Project by $1,000,000 and decrease the Unrestricted Ending Fund Balance by $1,000,000.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Original Agreement

2. Amendment No. 1
City of Santa Clara Printed on 10/23/2020Page 3 of 3
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Ebix Insurance No. S200004309
AMENDMENT NO. 1 TO THE AGREEMENT FOR

DISTRIBUTED CONTROL SYSTEM UPGRADE/REPLACEMENT PROJECT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Emerson Process Management Power & Water Solutions, Inc., a Delaware corporation ("Contractor") registered to conduct business in the State of California. City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled, "Agreement for Distributed Control System Upgrade/Replacement Project Between the City of Santa Clara, California, and Emerson Process Management Power & Water Solutions, Inc.", dated on or about July 22, 2019 (Agreement); B. The Parties entered into the Agreement for the purpose of having Contractor provide all equipment, materials, and labor to upgrade the Distributed Control System ("System" or "DCS") at the Donald Von Raesfeld Power Plant and the Parties now wish to amend the Agreement to add the Ovation Excitation Module.

C. The Agreement and its amendments are collectively referred to herein as the "Agreement as Amended"; and
NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 11 of the Agreement "COMPENSATON AND PAYMENT" is hereby deleted and replaced with: "The maximum compensation of this Agreement is Three Million Seven Hundred Twenty Five Thousand Dollars ($3,725,000), subject to budget appropriations, which includes all payments that may be authorized under this Agreement. The terms, rate, and schedule of payment are set forth in the attached Exhibit B, entitled "Compensation and Payment Schedule." All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation without a mutually executed Amendment."
Amendment No. 1 to AgreemenVEmerson Process Management
Rev. 10/25/19

Page 1 of 83 ends

2. Exhibit A - Scope of Services is hereby deleted and replaced with the attached Exhibit A- Scope of Services - Amended October 27, 2020.

3. Exhibit B - Schedule of Fees is hereby deleted and replaced with the attached Exhibit B - Compensation and Fee Schedule - Amended October 27, 2020.

4. Exhibit F - Sample Work Authorization Form is hereby added.

5. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: \\ I\ / U., iv

BRIAN DOYLE
City Attorney
¼Ii f.f UL ,;:l,,c_ t/ DEAN NU SANT ANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771
"CITY"
EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC. a Delaware corporation
Dated: 10/26/2020
By (Signature): _ _c_,._._ E /- ef';'f ./'/
Name: Susan E. Lqrtg
Title : Director, Co~ mercial Operations
Principal Place of
Business Address : 200 Beta Dr. Pittsburgh, PA 15238
Email Address : [email protected]
Telephone: -~,_1_,2)'-se_3_-4_oo_o _____ _ _______ _
Fax: --->--"-- - ------ - ------ -"CONTRACTOR "
Amendment No. 1 to Agreement/Emerson Process Management Rev. 10/25/19

Page 2 of 83 ends

EXHIBIT A
SCOPE OF SERVICES -AMENDED OCTOBER 27, 2020

1. GENERAL

1.2. This Project is on a turnkey basis whereby Contractor is responsible for installation and commissioning for the scope of supply covered under this Scope of Services.

1.3. Contractor is responsible for all system design and implementation.

Contractor shall be responsible for reviewing all system and original equipment manufacturer (OEM) documentation, including all current logic and wiring diagrams, and incorporate all currently controlled and connected equipment.

1.4. City will not perform any design or engineering for the project and expects that Contractor has experience and capability to fully engineer the replacement System, Excitation, and execute the project successfully.

The City will design and implement a new server room and interlocation networking with guidance from the Contractor. The City may review Contractor's submittals and make comments but this does not remove the responsibility of the Contractor for system design.

1.5. The DVR plant consists of the following.

1.5.1. 1.5.2.

1.5.3. Two (2) General Electric LM6000 PC sprint combustion turbine generators (CTG) single fuel gas with water injection to control NOx and air inlet chilling.

Two (2) ATS Express dual pressure heat recovery steam
generators (HRSG) with duct burners and selective catalytic reduction (SCR) and CO catalyst to control emissions.

One (1) Mitsubishi Heavy Industries induction condensing steam turbine generator (STG).

Amendment No. 1 to Agreement/Emerson Process Management/Exhibit A Rev. 10/25/19

Page 3 of 83 ends

1.5.4. Balance of plant (BOP), a deaerating surface condenser, a mechanical draft, plume-abated cooling tower, and various associated support equipment.

1.6. The System shall be a fully engineered system, designed and executed as a fully functional replacement for the existing gas turbines, steam turbine, generator excitation, heat recovery steam generators, and balance of plant systems. Contractor shall meet or exceed all OEM control specifications, sequencing, protection, operational limits, and interlocks.

The System shall provide automatic control that maintains operational process limits and time curves for warmup/cooldown requirements.

Special attention must be made to both the combustion/steam turbines and generators protection systems, ensuring all processes critical inputs are evaluated and acted upon within OEM and industry standard time specifications. Examples of critical protection are speed detection, monitoring, and over speed trip system. The System shall be open architecture with no hidden logic or sections of code inaccessible to City.

1.7. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City's Request for Proposal (RFP) 18-19-16 (including subsequent updates), Contractor's proposal response dated March 18, 2019, Contractor's system demonstrations materials dated April 11, 2019, and Contractor's Best and Final Offer (BAFO) response dated April 16, 2019 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. DOCUMENTS

2.1. This Exhibit contains the following Appendices:

2.2. Appendix A-: 1/0 Counts

2.3. Appendix A-2: Steam Turbine Control Block Diagram

2.4. Appendix A-3: Turbine Data

2.5. Appendix A-4: OT & EWS Stations

2.6. Appendix A-5: Preliminary Project Implementation Schedule

2.7. Appendix A-6: Final System Acceptance Certificate

2.8. Appendix A-7: SureService Customer Service Support Program

2.9. Appendix A-8: Excitation Control System Proposal

2.10. Appendix A-9: Excitation Project Preliminary Schedule Amendment No. 1 to Agreement/Emerson Process Management/Exhibit A Rev. 10/25/19

Page 4 of 83 ends

3. CURRENT SYSTEM DESCRIPTION

3.1.1. Combustion Turbine Generators (CTG), each turbine has its own independent control system

3.1.1.1. 3.1.1.2.

3.1.1.3. Control: GE Millennium Mark VI, one (1) for each CTG.

Engineering Work Station: GE Control System
Toolbox and Logicmaster PLC. Mark VI
configuration tool installed on local Supervisory
Control and Data Acquisition Human Resource
Interface (SCADA/HMI).

SCADA/HMI: Wonderware, one (1) local and one (1)
remote station for each CTG.

3.1.2. Steam Turbine

3.1.2.1. 3.1.2.2.

3.1.2.3. 3.1.2.4.

3.1.3. HRSG's

3.1.3.1. 3.1.3.2.

3.1.3.3. Control: Mitsubishi Heavy Industries (MHI) Turbine Control Panel with a Woodward 505 governor.

Control (Supervisory): ABB (Harmony) DCS, one (1)
Process Control Unit (PCU).

Engineering Work Station: ABB Composer, common
to all systems except the CTG's.

SCADA/HMI: ABB Conductor NT, common to all
systems except the CTG's.

Control: ABB (Harmony) DCS, one (1) PCU for each
HRSG.

Engineering Work Station: ABB Composer, common
to all systems.

SCADA/HMI: ABB Conductor NT, common to all
systems except the CTG's.

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3.1.4. Balance of Plant

3.1.4.1. 3.1.4.2.

3.1.4.3. Control: ABB (Harmony) DCS, two (2) PCU's for
BOP.

Engineering Work Station: ABB Composer, common
to all systems.

SCADNHMI: ABB Conductor NT, common to all
systems except the CTG's.

3.1.5. Gas Compressor

3.1.5.1. 3.1.5.2.

3.1.5.3. Control (Supervisory): ABB (Harmony) DCS, one (1) PCU.

Engineering Work Station: ABB Composer, common
to all systems.

SCADNHMI: ABB Conductor NT, common to all
systems except the CTG's.

3.1.6. Switch Yard

3.1.6.1. 3.1.6.2.

3.1.6.3. Control (Supervisory): ABB (Harmony) DCS, one (1) PCU.

Engineering Work Station: ABB Composer, common
to all systems.

SCADNHMI: ABB Conductor NT, common to all
systems except the CTG's.

3.2. ABB (Harmony) DCS System

3.2.1. The ABB (Harmony) DCS and Conductor NT SCADNHMI
system to be replaced consist of seven (7) independent process control units (PCU), each with one or two pairs of redundant control processors. With an additional six (6) processors used as foreign device interface units (FDI) to communicate with auxiliary systems. The SCADA stations are common to all control units except the CTG's and are all located in the plant control room. There are currently six (6) dual screen operator SCADA/HMI systems, one (1) Open Platform Communications (OPC Data server (OSI Pl Interface) and two (2) engineering work stations (EWS). The first EWS is located in the control room and the second EWS located in the Instrumentation
Control (l&C) office.

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3.2.2.1. 3.2.2.2.

3.2.2.3. 3.2.2.4.

3.2.2.5. 3.2.2.6.

3.2.2.7. PCU 1: Unit #1 HRSG Control & CTG Interface &
Supervisory Control.

Location: Auxiliary Power Enclosure.

Cabinets: Four (4), one (1) Processors & Modules,
three (3) Input/output (1/0) Terminations.

Processor's Control: Two (2) sets of redundant
pairs.

Processor's FOi: One (1) interface with the Burner
Management System (BMS) control.

PCU 2: Unit #2 HRSG Control & CTG Interface &
Supervisory Control.

3.2.2.6.1. Location: Auxiliary Power Enclosure.

3.2.2.6.2. Cabinets: Four (4 ), one (1) Processors
& Modules, three (3) 1/0 Terminations.

3.2.2.6.3. Processor's Control: Two (2) sets of
redundant pairs.

3.2.2.6.4. Processor's FOi: One (1) interface with
· the Burner Management System
(BMS) control.

PCU 3: BOP Control.

3.2.2.7.1. 3.2.2.7.2.

3.2.2.7.3. Location: Auxiliary Power Enclosure.

Cabinets: Two (2), one (1) Processors
& Modules, one (1) 1/0 Terminations.

Processor's Control: One (1) set of
redundant pairs.

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3.2.2.8. 3.2.2.9.

PCU 4: Steam Turbine, Interface & Supervisory
Control.

3.2.2.8.1. 3.2.2.8.2.

3.2.2.8.3. Location: Electrical Room.

Cabinets: Four (4), one (1) Processors
& Modules, three (3) 1/0 Terminations.

Processor's Control: One (1) set of
redundant pairs.

PCU 5: BOP Control

3.2.2.9.1. 3.2.2.9.2.

3.2.2.9.3. 3.2.2.9.4.

Location: Electrical Room
Cabinets: Four (4 ), one (1) Processors
& Modules, three (3) 1/0 Terminations.

Processor's Control: Two (2) sets of
redundant pairs.

Processor's FOi: Two (2) separate
interfaces with the plant RIG and RTU.

3.2.2.10. PCU 6: Gas Compressor's, Interface & Supervisory Control.

3.2.2.10.1. Location: Gas Compressor Building.

3.2.2.10.2. Cabinets: Two (2), one (1) Processors
& Modules, one (1) 1/0 Terminations.

3.2.2.10.3. Processor's Control: One (1) set of
redundant pairs.

3.2.2.10.4. Processor's FDI: One (1) interface with
the Gas Compressor control system.

3.2.2.11. PCU 7: Switchyard, Interface & Supervisory Control.

3.2.2.11.1. Location: Duane Substation
Switchyard, Relay House.

3.2.2.11.2. Cabinets: Two (2), one (1) Processors
& Modules, one (1) 1/0 Terminations.

3.2.2.11.3. Processor's Control: One (1) set of
redundant pairs.

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3.2.3. 3.2.4.

3.2.2.11.4. Processor's FDI: One (1) interface with
the substation.

All cabinets are dual access (front/back) 2200 mm tall x 600 mm wide. Existing cabinets shall be utilized modifying as necessary to accommodate new system. Contractor shall provide all hardware necessary to modify the cabinets to integrate the new control system into the existing enclosures.

The existing field wiring shall be utilized. It will be the Contractor's responsibility to design the 1/0 termination points to accommodate the existing cable locations and lengths. No cable splicing shall be permitted. All field wiring shall be terminated at terminal blocks. All 1/0 modules shall be pre wired to terminal blocks/termination units (TU), preferably with pre-manufactured cabling designed for the modules. All module points including spares shall be pre-wired to the TU's.

Contractor shall verify existing voltage and amperage for all 1/0 points and ensure they are compatible with the new system.

See Appendix A-1 for a detailed 1/0 count.

3.3. GE Millennium Control System

3.3.1. 3.3.2.

3.3.3. 3.3.4.

The GE Millennium Controller consists of a Mark VI
microprocessor based digital fuel controller and a GE Fanuc 90/70 PLC sequencer. The current engine core version is S5 with enhanced sprint, water injection for NOx control and inlet air chiller system (chiller not included in this Project).

The engine core version may be upgraded to S6 or S7.

There are two (2) independent Millennium control systems, one for each gas turbine generator system. Each system has one local (panel mounted at TCP) and one remote (main control room) Wonderware In Touch SCADA/HMI station.

Located on each local SCADA/HMI station is the GE Control System Toolbox software for the Mark VI configuration, testing and calibration. The 90-70 Logicmaster PLC software is located on a single laptop.

Amendment No. 1 lo Agreement/Emerson Process Management/Exhibit A Rev. 10/25/19

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3.3.5. The GE Millennium control system consists of the following.

Contractor shall provide the necessary equipment (i.e. fiber optic modems, Ethernet switches) to communicate between all controllers and all SCADA/HMI, EWS and all other work
stations. The existing fiber optic, Ethernet and data highway cabling between panels (locations) shall be utilized when possible. Internal panel fiber optic, Ethernet and data highway cabling shall be replaced.

3.3.6. CTG-1/2: Millennium Mark VI control systems, the following list is for one unit. The scope shall be for both units.

3.3.6.1. 3.3.6.2.

3.3.6.3. 3.3.6.4.

3.3.6.5. Location: Auxiliary Power Enclosure.

Turbine Control Panel: Two (2), one (1) Processors
& Modules, one (1) 1/0 Terminations. The TCP
contains both local (Mark VI) and remote (90-70)
1/0.

Remote 1/0: Genius Bus 1/0.

3.3.6.3.1. 3.3.6.3.2.

3.3.6.3.3. Turbine Control Panel (TCP)
Main Turbine Terminal Box (MTTB).

Main Generator Terminal Box (MGTB)
Two (2) Woodward EM Digital Drivers, 4-20mA
control. Drivers shall be replaced with the latest
Woodward models.

3.3.6.4.1. 3.3.6.4.2.

One (1) Driver for fuel control, valve
not included in upgrade.

One (1) Driver for water injection
control, valve not included in upgrade.

Modbus Master: Serial RS485 data link.

3.3.6.5.1. 3.3.6.5.2.

One (1) Slave: Bently Nevada 3500,
Hardwire trip, Modbus Slave, RS485
data link for SCADA/HMI.

One (1) Slave: Digital Meter Multi
Function (DMMF), Generator Data,
Modbus Slave, RS485 data link.

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3.3.6.6. 3.3.6.7.

3.3.6.8. 3.3.6.9.

Woodward DSM Synchronizer, not included in
upgrade.

Bently Nevada 3500: Integrate only, (Option to
replace).

The Brush Prismic A30 AVR shall be replaced with
the Emerson Ovation Excitation System as outlined
in Appendix A-8.

Beckwith M-3425 Generator Protection
(Redundant): Integrate only, not included in
upgrade.

3.3.7. There are three existing cabinets for each CTG to be utilized, modifying as necessary to accommodate new system. This is a typical GE design and it is expected that Contractor has experience fitting the new controls, communications and 1/0 into the TCP, MTTB and MGTB panels. Contractor shall provide all hardware necessary to modify the cabinets to integrate the new control system into the existing enclosures.

3.3.8. The existing field wiring shall be utilized. It will be the Contractor's responsibility to design the 1/0 termination points to accommodate the existing cable locations and lengths. No cable splicing shall be permitted. All field wiring shall be terminated at terminal blocks. All 1/0 modules shall be pre wired to terminal blocks/termination units (TU), preferably with pre-manufactured cabling designed for the modules. All module points including spares shall be pre-wired to the TU's.

Contractor shall verify existing voltage and amperage for all 1/0 points and ensure they are compatible with the new system.

See Appendix A for a detailed 1/0 count.

3.4. Mitsubishi Heavy Industries- Turbine Control Panel

3.4.1. The MHI Turbine Control & Protection Panel (TCP) consists of the following major components:

3.4.1.1. 3.4.1.2.

3.4.1.3. 3.4.1.4.

Woodward 505 Digital Governor.

Woodward Electrical to Hydraulic Converter &
Amplifier (Not included in upgrade).

Woodward Pro Tech 203 Overspeed Protection
System.

Bently Nevada 3500, (Option to replace).

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3.4.2. 3.4.3.

3.4.4. 3.4.5.

3.4.1.5. 3.4.1.6.

3.4.1.7. Turbine Protection Interlock Relay Panel
Auxiliary Motor Interlock Relay Panel.

Various Relays, Distributors & Isolators.

The MHI TCP is a mixture of devices designed to form all major steam turbine control functions. This is an obsolete design and shall be completely replaced. All components shall be removed from the panel; no unused terminal boards, relays, switches or wiring shall be abandoned in place. The current panel mounted motor control HOA switches shall be retained and intergraded into the new control system. Contractor shall make
recommendations for the remaining front panel mounted
controls and coordinate with City. All unused panel penetrations shall be covered in a neat manner. The option to replace the panel completely or to use as a remote 1/0 panel is up to the Contractor. When relays are required for digital outputs, the same relays used throughout the new control system shall be used.

All points wired to the MHI TCP that activate interposing relays and distributors that then send signals to the TCP and DCS shall be removed and go directly to the DCS. The MHI TCP may be used as a marshalling panel or have remote 1/0
installed. All points shall now be wired directly to the control system.

The DCS is used as an interface and supervisory control, with approximately 75 1/0 points going to the MHI TCP and 200 1/0 points coming from the MHI TCP. The DCS points that are hard wired commands to the MHI TCP shall be removed, and all wiring removed, or reused. See Appendix A for a detailed 1/0 count.

The Bently Nevada 3500 is also used to monitor critical steam turbine temperatures and active a turbine trip, then output temperatures to the DCS. All temperature shall come directly into the new control system, the Bently Nevada 3500 will be reconfigured or replaced.

Amendment No. 1 to Agreement/Emerson Process Management/Exhibit A Rev. 10/25/19

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City Council and Authorities ConcurrentFebruary 21, 2023

City Council and Authorities Concurrent
February 21, 2023