HomeMy WebLinkAboutContract 57347CSC No. 57347
Specifically, Vendor will perform all duties outlined and described in the Statement Of Work, which is
attached hereto as Exhibit "A", and the SureService Support Program attached hereto as Exhibit "H", each
of which is incorporated herein for all purposes, and further referred to herein as the "Services." Vendor
shall perform the Services in accordance with standards in the industry for the same or similar services. In
addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws,
rules, and regulations. If there is any conflict between this Agreement and Exhibits A and H, the terms and
conditions of this Agreement shall control.
2. Term. This Agreement will have an initial term of one (1) year, expiring on Apri130, 2023
(the "Initial Term"), with five (5) one-year automatic renewal terms (each a"Renewal Term" and together
with the Initial Term being the "Term"). The City shall provide Vendor with written confirmation of each
upcoming Renewal Term at least thirty (30) days prior to the end of each term.
3. Compensation. City shall pay Vendor: (a) an amount not to exceed one million, seven
hundred sixteen thousand, seventy-nine dollars ($1,716,079.00), for the Upgrade, Gigabit Network, Power
and Water Cybersecurity Suite, Monitor Upgrade, Graphics Macros Update, Enterprise Data Solution, and
Recommended Spares, per the milestone schedule set forth in Exhibit `B-1," the Payment Schedule -
Ovation Upgrade; and (b) commencing on the first Renewal Term date, being May 1, 2023, an annual
operating cost of an amount up to one hundred twenty thousand dollars ($120,000.00), for the SureServiceTM
as set forth in greater detail in Exhibit `B-2," the Payment Schedule — SureServiceTM, all in accordance with
the provisions of this Agreement and Exhibits `B-1" and `B-2,", both of which are attached hereto and
incorporated herein for all purposes. For each Renewal Term, the City shall pay the amount on a quote
provided by Vendor which shall then be attached to the City's respective renewal form. Vendor shall not
perform any additional services for City not specified by this Agreement unless City requests and approves
in writing the additional costs for such services. Ciry shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all
invoices of Vendor within thirty (30) days of receipt of such invoice.
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching parry.
4.3. Duties and Oblieations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination, and shall reimburse Vendor for all reasonable costs incurred as the
result of the termination, and Vendor shall continue to provide the City with services requested by the
City and in accordance with this Agreement up to the effective date of termination. Upon termination
of this Agreement for any reason, Vendor shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement, to the extent that such documents are
required under the mutually agreed specifications.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. To the best of Vendor's knowledge, information, and belief,
Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or
potential conflicts of interest related to Vendor's services under this Agreement. In the event that any
conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately
to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate written
agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that
it shall treat all information labeled "CONFIDENTIAL" or "PROPRIETARY" provided to it by the
City ("City Information") as confidential and shall not disclose any such information to a third party
without the prior written approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor and prior to disclosure. It will be the responsibility of Vendor to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will
not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
5.4. Unauthorized Access. Vendor sha1L (a) store and maintain City Information in a
secure manner; (b) treat City Information in a manner no less restrictive than Vendor treats its own
confidential information; and (c) secure City Information in accordance with that certain Emerson
Cybersecurity Risk Management Reference Document attached hereto as Exhibit "C."
6. Ri�ht to Audit.
6.1. Vendor agrees that the City shall, at City's expense and using a mutually
agreed independent third-party auditor, until the expiration of one (1) year after final payment under
this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Vendor directly supporting invoices solely for work
performed on a time and material basis, at no additional cost to the City. It is understood the audit
privileges do not allow the customer to audit the development of standard rates, overhead, profit
factors, items where price is not calculated on a time and material basis, employee salary or other
personal information. Vendor agrees that the City shall have access during normal working hours to
all necessary Vendor facilities, based on mutually agreed audit timeframe, and shall be provided
reasonably adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Vendor not less than 10 days written notice of any
intended audits.
6.2. Vendor further agrees to include a similar provision to 6.1 in all its subcontractor
agreements for those performing work at the City's site hereunder
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the Ciry, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the Ciry. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, SERVANTS OR EMPLOYEES.
8.2.1 LIMITATION OF LIABILITY. THE REMEDIES OF CITY SET FORTH IN
THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM
OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT,
INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR
OTHERWISE), SHALL VENDOR'S LIABILITY EXCEED THE PRICE OF THE
SPECIFIC GOODS MANUFACTURED, SERVICES PROVIDED BY VENDOR GIVING
RISE TO THE CLAIM OR CAUSE OF ACTION, PLUS THE INSURANCE COVERAGE
AMOUNTS SPECIFICALLY REQUIRED BY THIS AGREEMENT, TO THE EXTENT
SUCH COVERAGE IS APPLICABLE. IN NO EVENT SHALL VENDOR'S LIABILITY
EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT NOT BE
LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE OR USE AND COSTS
INCURRED INCLUDING WITHOUT LIMITATION FOR CAPITAL, FUEL AND POWER,
AND CLAIMS OF CITY'S CUSTOMERS. THIS SECTION SHALL PREVAIL OVER ALL
OTHER ARTICLES IN THIS AGREEMENT."
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST CLAIMS OR LAWSUITS FOR
EITHER PROPERTY DAMAGE OR LOSS, PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL
PROPERTY INFRINGEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. Software and Firmware. Notwithstanding any other provision herein to the
contrary, Vendor or applicable third party owner shall retain all rights of ownership and title
in its respective firmware and software, including all copyrights relating to such firmware and
software and all copies of such firmware and software. Except as otherwise provided herein,
City is hereby granted a nonexclusive, royalty free license to use firmware and software, and
copies of firmware and software, incorporated into the goods only in conjunction with such
goods and only at the City's plant site where the goods are first used. City's use of certain
firmware (as specified by Vendor) and all other software shall be governed exclusively by
Vendor's and/or third party owner's applicable license terms.
8.3.2. Intellectual Property Claims. An Intellectual Property Claim is a claim that
goods made or documentation produced by Vendor infringe a valid intellectual property
right (including patent, copyright, design right and trade mark) of the United States or of a
country where the contract states the goods will be used. City's rights in this Section applies
only while City does all the following: (a) promptly tells Vendor in writing that an
Intellectual Property Claim has been threatened or filed; (b) allows Vendor complete control
of the defense and settlement of the claim; and (c) gives all reasonable help and cooperation
requested by Vendor for the defense. Vendor will indemnify and defend City against any
Intellectual Property Claim brought by legal action. Vendor will only pay any final
judgment or settlement resulting from the action. If the action results in an injunction against
the use of any goods or documentation, Vendor will, at its sole option and expense, provide
a commercially reasonable alternative. This may include procuring for City the right to
continue using the goods or documentation or replacing them with a non-infringing item or
changing them to become non-infringing or refunding their price. Vendor will not be liable
for infringement, and City will indemnify Vendor, in each of these cases: (a) the
infringement relates to goods not made by Vendor. (b) Vendor did not design the goods or
documentation, or Vendor did not design them for use in the way or for the purpose that
infringed intellectual property rights. (c) the City caused the goods or documentation to
become infringing.
9. Assienment and Subcontracting,
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Vendor under this Agreement as such duties and obligations may apply.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of $2,000,000 per occurrence; $4,000,000
aggregate; or
10.1.1.2. Combined limit of $1,000,000 per occurrence; $2,000,000
aggregate and Umbrella Covera�e in the amount of $2,000,000. Umbrella
policy shall include coverage for personal and advertising injury.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of $1,000,000 per occurrence.
10.1.3.Professional Liability (Errors & Omissions) [Not Applicable].
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.2. General Insurance Requirements:
10.21. The General Liability & Automobile Liability policies shall include the City
as an additional insured thereon, limited to the extent of the liabilities assumed by Vendor
under this Agreement. The term City shall include its employees, officers, officials, agents,
and volunteers in respect to the contracted services.
10.2.2. The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide, or have reasonably equivalent iinancial strength and solvency to
the satisfaction of Risk Management. If the rating is below that required, written approval
of Risk Management is required, provided that Vendar may meet its insurance obligations
by any combination of self-insurance, primary and umbrella/excess coverage.
10.2.3. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.4. Certificates of Insurance shall be delivered to the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants
or representatives, (2) deliveredby facsimile with electronic coniirmation of the transmission, ar(3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth Emerson Process Management Power & Water
Attn: Dana Burghdoff, Assistant City Manager Solutions, Inc.
200 Texas Street Attn: Jaime Foose, Vice President
Fort Worth TX 76102 200 Beta Drive
Pittsburgh, PA 15238
With Copy to the City Attorney
at same address
14. Solicitation of Emplo.�� Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This
provision shall not apply to an employee who responds to a general solicitation or advertisement of
employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shalllie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Vendor shall exercise reasonable efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems, materials shortages, epidemics,
pandemics, failure or interruption of computer or telecommunication systems, and/or any other similar
causes.
20. Headin�s Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless
such amendment is set forth in a written instrument, and duly executed by an authorized representative of
each party.
23. Entiret.��reement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature
page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranties. Vendor warrants that: Vendor will transfer title to the goods (excluding
software and firmware) to City upon delivering the same FOB point of origin (Incoterms� 2010), and: (a)
goods, documentation and services will conform with the agreed upon specifications set forth in this
Agreement; (b) goods made by Vendor or its affiliates will, under normal use and care, be free from defects
in materials or workmanship; and (c) Vendor and its affiliates' personnel delivering services are trained and
will use reasonable skill and care.
25.1. Warranty Periods. Unless otherwise specified by Vendor, the warranties set forth
herein apply as follows: (a) Goods: until the earlier of 12 months from the first installation or 18
months from delivery (90 days from delivery in the case of consumables). (b) Services: for 90 days
from completion of the services. (c) Goods repaired, replacement items and Services re-performed:
from delivery of the replacement or completion of the repair or re-performance, for 90 days or until
the end of the original warranty period (if later).
25.2. Warrantv Procedure. The warranties provided herein apply only if, within the
warranty period, City discovers any non-conformity with a warranty, tells Vendor in writing and,
in the case of goods, returns the non-conforming items at City's cost, freight and insurance pre-
paid, to the repair facility chosen by Vendor. Where this clause applies, Vendor will, at its sole
option, either: (a) correct any non-conforming documents and services; or (b) repair or replace non-
conforming goods FCA (Incoterms� 2010) at the repair location; or (c)instead refund the price of
the non-conforming item.
25.3. Exclusive. THE WARRANTIES AND REMEDIES SET FORTH IN THIS
SECTION 25 ARE EXCLUSIVE. THERE ARE NO REPRESENTATIONS OR WARRANTIES
OF ANY K1ND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE
GOODS OR SERVICES.
26. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "C" and
incorporated herein for all purposes.
27. Immi�ration Nationalitv Act. Vendor a�rees to comply with the Immi�ration
Reform and Control Act of 1986, as applicable. . Upon request by City, Vendor shall provide City
with an affirmative assertion signed by Vendor's Executives stating that it is in compliance with
applicable laws, including where applicable the Immigration Nationality Act. If this is insufficient
for the City's purposes, the parties will then agree on the timing, place, and scope of an additional
review. Vendor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee in violation
of applicable law. TO THE EXTENT OF VENDOR'S VIOLATION OF THE IMMIGRATION REFORM AND
CONTROL ACT CITED ABOVE, VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR DIRECT DAMAGES CAUSED BY VENDOR'S VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
27. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of dut. ,� ations,
services rendered or anv warrantv that arises under this Agreement, the parties shall first attempt to resolve
the matter through this dispute resolution process. The disputing party shall notify the other party in writing as
soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs
of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right
to pursue dispute resolution in a court of competent jurisdiction. Notwithstanding the fact that the parties may
be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree
to continue without delay all of their respective duties and obligations under this Agreement not affected by the
dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief
is necessary to protect its interests.
28. Prohibition on Boycottin E�nergv Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has
a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with
a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the contract. The terms "boycott energy company" and "company"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certiiies
that Contractor's signature provides written verification to the City that Contractor: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
30. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the TeXas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;
and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association" have the
meaning ascribed to those terms by Chapter 2274 of the TeXas Government Code, as added by Acts
2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;
and (2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
31. Si�nature Authorit� The person signing this agreement hereby warrants that he/she has the
legal authority to execute this agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement,
and any amendment(s) hereto, may be executed by any authorized representative of Vendor whose name,
title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.3 (Duties
and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit), and
Section 8(Liability and Indemnification) shall survive termination of this Agreement.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By:
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Apr 4, 2022
APPROVAL RECOMMENDED:
Christopher Harder By: Christopher �arder (Apr 1, 2022 15:23 CDT)
Name: Christopher Harder
Title: Director, Water Department
ATTEST:
By: ,1Mt1tHfe-:S, gttei)fllt: Jannette S. Goodall (Apr 4, 2022 11:21 CDT)
Name:
Title:
Jannette Goodall
City Secretary
VENDOR:
Emerson Process
Solutions, Inc.
By:
Management Power & Water
Name: Jaime Foose
Title: Vice President
Date: Mar 31, 2022
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
. PA, By: Richard Lisenbee (Mar 30, 2022 13:13 COT)
Name: Richard Lisenbee
Title: Senior IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0084
Date Approved: 1/25/2022
Form 1295 Certification No.: 2021-829196
2/11/22, 12:58 PM M&C Review
apps.cfwnet.org/council_packet/mc_review.asp?ID=29636&councildate=1/25/2022 1/2
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE:1/25/2022 REFERENCE
NO.:
**M&C 22-
0084 LOG NAME:60EMERSON VC OVATION
UPGRADE
CODE:C TYPE:CONSENT PUBLIC
HEARING:NO
SUBJECT: (ALL) Authorize Execution of an Agreement with Emerson Process Management Power &
Water Solutions for Wastewater Operations for the Upgrade, Maintenance, and Support
of the Ovation Control System at Village Creek Water Reclamation Facility for a One-Time
Upgrade Cost of $1,716,079.00 and an Annual Operating Cost of up to $120,000.00 and
Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended the City Council:
1. Authorize the execution of an agreement with Emerson Process Management Power & Water
Solutions for wastewater operations for the upgrade, maintenance, and support of the
Ovation Control System at Village Creek Water Reclamation Facility for a one-time upgrade
cost of $1,716,079.00 and an annual operating cost of up to $120,000.00; and
2. Adopt attached appropriation ordinance increasing estimated receipts and appropriations in
the Water & Sewer Capital Projects Fund, in the amount of $1,716,079.00, from available
funds, for the purpose of funding the Village Creek Ovation SCADA Upgrade project (City
Project No. 103634).
DISCUSSION:
Wastewater collected from the City of Fort Worth as well as its customer cities is treated at the Village
Creek Water Reclamation Facility (VCWRF) by the Wastewater Operations. The City utilizes the
Emerson Ovation Control System (OCS), a supervisory control and data acquisition (SCADA) software
system, to monitor and control this treatment operation.
The current version of the system in use at Village Creek was deployed in 2010 and now requires
upgrades of the hardware and software to supported versions. The proposed upgrades provide
increased capacity for monitoring all of the current equipment and notifications and allows for
monitoring new assets added by several construction projects. The upgrade of the OCS will maintain
existing communications and take advantage of the latest technological offerings to streamline
operations.
The new contract for this system will include SureService, the maintenance and support to sustain
operations, parts and equipment pricing options to replace failed components, professional services
and training offerings, enhanced cybersecurity components to protect the operation, and data
management modules that will improve data availability for analysis while keeping the primary system
secured. This Emerson “Evergreen” program incorporates a comprehensive asset management and
lifecycle planning approach to sustain the system and avoid obsolescence.
RENEWAL TERMS
The SureService maintenance and support for this system will begin when the current SureService
agreement ends on April 30, 2023. The agreement will have a one-year term with five one-year
renewals at the City’s option. Renewals do not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City’s obligation during the renewal term.
ADMINISTRATIVE CHANGE ORDER
An administrative change order or increase may be made by the City Manager up to the amount
2/11/22, 12:58 PM M&C Review
apps.cfwnet.org/council_packet/mc_review.asp?ID=29636&councildate=1/25/2022 2/2
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
Fund Department
ID
Account Project
ID
Program Activity Budget
Year
Reference #
(Chartfield 2)
Amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Unspecified-All Funds project
within the W&S Capital Projects Fund and upon approval of the above recommendations and adoption
of the attached appropriation ordinance, funds will be available in the W&S Capital Projects Fund for
the VC Ovation SCADA Upgrade project. Prior to any expenditure being incurred, Wastewater
Operations has the responsibility to verify the availability of funds.
TO
FROM
Submitted for City Manager's Office by:Dana Burghdoff (8018)
Originating Department Head:Chris Harder (5020)
Additional Information Contact:Charmaine Baylor (6629)
ATTACHMENTS
60EMERSON VC OVATION UPGRADE FID table (WCF 12.20.21).xlsx (CFW Internal)
60EMERSON VC OVATION UPGRADE Form 1295.pdf (CFW Internal)
60EMERSON VC OVATION UPGRADE.docx (CFW Internal)
60EMERSON VC OVATION UPGRADE_56002_AO22(r2).docx (Public)
60EMERSON_VC_OVATION_UPGRADE_FID_table_(WCF_12.20.21).xlsx (CFW Internal)
BOM_WTR16037268R6_City of Ft Worth_Village Creek _ WWTP Evg.pdf (Public)
Emerson Process Management Power Water Solutions SAM Search.pdf (CFW Internal)
Emerson Terms of Quotation and Sale - Goods & Services.pdf (Public)
New sole source letter Exemption For Emerson.pdf (Public)
SureService_WTR210814870MCR1_City of Fort Worth_Village Creek_Budgetary.pdf (Public)
EXHIBIT A
Emerson Proposal — Statement of Work
�
�
�'
EM ERS�N�M
OFFER TO
city of Fort wortn
FOR THE
Village Creek Wastewater Treatment Plant
Ovation 3.3.0 to 3.8 Evergreen Program
OVATIONTM AUTOMATION TECHNOLOGY
EVERGREEN PROGRAM
BILL OF MATERIALS
Proposal No. WTR16037268 Revision 5
Date: 8/30/2021
Proposal Number: WTR16037268 R5
Table of Contents
1.0 CURRENT SYSTEM AND PROGRAM BASIS ......................
1.1 Current System Configurations ..........................................
1.2 Major Changes Introduced in the Program ........................
2.0 SYSTEM HARDWARE ..........................................................
2.1 Ovation Controller — OCR3000 ..........................................
2.2 Ovation Power Supplies .....................................................
2.3 Workstations .......................................................................
2.4 Network — Fast Ethernet ....................................................
3.0 SYSTEM SOFTWARE ...........................................................
3.1 AMS Device Manager Update ............................................
4.0 ENGINEERING SERVICES ...................................................
4.1 On-Site Service ..................................................................
4.2 Customer Tasks .................................................................
5.0 ALARM HEALTH ADVISOR INTRODUCTORY PACKAGE..
6.0 OPTIONS ...............................................................................
6.1 Optional — Monitors ............................................................
6.2 Optional — Graphics Macros Update ..................................
6.3 Optional — Enterprise Data System (EDS) .........................
6.4 Optional — Ethernet Link Controllers (ELC) ........................
6.5 Optional — Ovation Evergreen Training ..............................
6.5.1 In-House Training ...........................................................
6.5.2 On-Site Training .............................................................
6.6 Optional — Recommended Spares .....................................
6.7 Network — Gigabit ...............................................................
6.8 Optional — Power and Water Cybersecurity Suite (PWCS)
6.8.1 Ovation Endpoints ..........................................................
6.8.2 Bill of Materials ...............................................................
6.8.3 Clarifications and Assumptions ......................................
6.8.4 Conceptual Design .........................................................
6.8.5 Component Descriptions ................................................
6.8.6 Project Management and Installation .............................
6.8.7 Project Management ......................................................
6.8.8 Project Schedule ............................................................
6.8.9 Site Preparation ..............................................................
6.8.10 Installation ..................................................................
6.8.11 Field Service (Security Solution Services) .................
Emerson Proprietary 1
Bill of Materials
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.3
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.6
.6
.7
.8
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18
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EMERSON.
Proposal Number: WTR16037268 R5
6.8.12 Network Monitoring, Powered by Dragos ..
6.8.13 Support .......................................................
Bill of Materials
30
32
Emerson Proprietary 2 ��
EMERSON.
Proposal Number: WTR16037268 R5
1.0 CURRENT SYSTEM AND PROGRAM BASIS
Bill of Materials
According to our records, the current software level is Ovation 3.3.0 and consists of the hardware listed in
the following table.
1.1 Current System Configurations
TABLE 1.1 Wastewater Treatment Plant
� .. . .- �- . .
.-.
.
160 Ovation Process Historian Dell Rackmount Server R710 HW Exchanged
161 Ovation Process Historian Dell Rackmount Server R710 HW Exchanged
200 DB Server / Domain Server Dell Rackmount Server R710 HW Exchanged
201 Operator Workstation Dell PC OptiPlex 960 HW Exchanged
202 Operator / AMS Workstation Dell Server T310 HW Exchanged
210 Operator Workstation Dell Server T310 HW Exchanged
211 Operator Workstation Dell Server T310 HW Exchanged
212 Operator Workstation Dell PC OptiPlex 960 HW Exchanged
213 Operator Workstation Dell PC OptiPlex 960 HW Exchanged
- AV Server Dell Rackmount PC Precision 5400 HW Exchanged
KVM Pull-out Tray KVM Switch Rackmount KVM HW Retained
1/51 Redundant Controller OCR400 (G02) HW Exchanged
2/52 Redundant Controller OCR400 (G02) HW Exchanged
3/53 Redundant Controller OCR400 (G02) HW Exchanged
4/54 Redundant Controller OCR400 (G02) HW Exchanged
5/55 Redundant Controller OCR400 (G02) HW Exchanged
6/56 Redundant Controller OCR400 (G02) HW Exchanged
7/57 Redundant Controller OCR400 (G02) HW Exchanged
35/85 Redundant Controller OCR400 (G02) HW Exchanged
ES1 Root Switch Cisco 2960 HW Exchanged
ES2 Backup Root Switch Cisco 2960 HW Exchanged
ES3 Primary Fanout Switch Cisco 2960 HW Exchanged
ES4 Secondary Fanout Switch Cisco 2960 HW Exchanged
ES5 IP Traffic Switch Cisco 2960 HW Exchanged
ES6 p�PZnsion Switch: Control Room Cisco 2960 HW Exchanged
ES7 Primary Fanout Switch Cisco 2960 HW Exchanged
ES8 Secondary Fanout Switch Cisco 2960 HW Exchanged
ES9 p�PZnsion Switch: Filter Building Cisco 2960 HW Exchanged
ES10 IP Traffic Switch Cisco 2960 ***
- DMZ Router — Control Room Cisco 2901 HW Exchanged
- DMZ Router — Filter Building Cisco 2901 HW Exchanged
- (15) Media Converters - HW Retained
- (2) Media Converter Rack - HW Retained
Emerson Proprietary 3 ��
EMERSON.
Proposal Number: WTR16037268 R5
Bill of Materials
Notes:
HW Exchanged — Existing hardware that will be upgraded with new hardware. The old, existing hardware
will be returned to Emerson. This may include existing spare parts, if applicable.
HW Retained — Existing hardware that will be reused in the Evergreen program. All necessary software
upgrades will be completed.
*** is in reference to Ovation hardware existing at plant site that will not be upgraded or reused.
Emerson Proprietary 4 ��
EMERSON.
Proposal Number: WTR16037268 R5
1.2 Major Changes Introduced in the Program
TABLE 1.2 MAJOR CHANGES
Bill of Materials
. .
1. Ovation controller upgrade
System Hardware 2,p 2• Power supply upgrade
3. Ovation workstation replacement
4. Network architecture replacement
System Software 3.0 1. Upgrade the current Ovation system software to the latest Ovation
3.7 software release at time of project implementation
Notes:
1. The existing media converters and racks will be re-used.
2. The existing monitors will be re-used.
Emerson Proprietary 5 ��
EMERSON.
Proposal Number: WTR16037268 R5
2.0 SYSTEM HARDWARE
Bill of Materials
The existing Ovation system hardware that has been identified for exchange will be replaced with the
most recently validated version of the hardware. Any changes or modifications to third-party/non-Emerson
products and services included in this offer may have a material effect on important aspects of the offer,
included, but not limited to, increased price and/or changes to the delivery schedule. The impact of such
change(s) will be determined in Emerson's sole reasonable opinion, and a reasonable accommodation
may be reached by mutual agreement of the parties.
2.1 Ovation Controller - OCR3000
The OCR3000 model of the Ovation Controller series is the successor to the Ovation OCR1100
Controller. The OCR3000 combines the processor and the IOIC modules into a single module. The
OCR3000 Controller scans all 16 I/O branches in parallel providing a significant performance increase
over previous OCR Controller models.
TABLE 2.1 OVATION CONTROLLER
- . �
A OCR3000 Ovation Controller Kit 8
B MAU Kit for OCR3000 1
Note': The MAU Kit for the OCR3000 is expected to be released in time for project implementation. If the
MAU Kit is not released, Village Creek has agreed to take the Remote 10 Node out of service for
up to six (6) months until the MAU kit is released.
Emerson Proprietary 6 ��
EMERSON.
Proposal Number: WTR16037268 R5
2.2 Ovation Power Supplies
Bill of Materials
The Ovation power supply retrofit kit can be mounted directly in the existing controller cabinet in place of
the existing Ovation power supplies. The new power supplies provide fan-less operation with increased
auxiliary power output and improved power efficiency. Emerson's replacement kit is housed on a 13-inch-
wide by 17.5-inch-high plate. This is only 1 inch wider and .5 inch taller than the current supply footprint.
The kit includes a back plate with pre-mounted din rails, to which the power distribution module, circuit
breakers, and four power supplies are attached. Longer power cables may be required for some
installations.
TABLE 2.2 OVATION POWER SUPPLIES
A 20 Amp, Redundant power supply retrofit kit 9
Notes:
1. The Ovation power supply kits will be used on Drops: 1/51, 1/51-Ext, 2/52, 2/52-Ext, 3/53, 35/85,
4/54, 4-EXP, & 5/55
2. RIO 3-1, 6/56, 6/56-EXP are the new style Power Supplies
3. Drop 7/57 have a combination of the new style power supplies and Phoenix 48VDC power
supplies
Emerson Proprietary 7 ��
EMERSON.
Proposal Number: WTR16037268 R5
2.3 Workstations
Bill of Materials
The Evergreen workstation replacement is based on the principle of maintaining the same quantities and
fundamental technologies as are currently being used. The workstations will be loaded with the operating
system that is compatible with the Ovation software level. The workstations listed below are for reference
only and are subject to change at delivery. The actual models will be the standard product offerings from
Emerson at the time of program execution.
TABLE 2.3 WORKSTATIONS
� .. � e � - . .
Rackmount Domain Controller with:
■ 1— Dell Rackmount Server with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
A 200 1 ■ 1— Internal DVD +/- RW Drive
■ 4— 300GB SAS 2.5 Inch Hard Disk Drives (RAID1)
■ 1— VGA Video connector (Supports 1 Monitor)
■ 2— Power Su lies Redundant
Rackmount Database Server with:
■ 1— Dell Rackmount Server with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
B 254 1 ' 1— Internal DVD +/- RW Drive
■ 4— 300GB SAS 2.5 Inch Hard Disk Drives (RAID1)
■ 1— Quad-Head Graphics Card (Supports 4 Monitors)
■ 4— Mini Display Port to DVI converter
■ 2 — Power Supplies (Redundant)
Tower Engineer Workstation with:
■ 1— Dell Mini-Tower Computer with 3 NIC Connections
201 ' 1— USB Optical Mouse & USB QWERTY Keyboard
C (Filter � ' 1— Internal DVD +/- RW Drive
Bldg) ' 1— Internal 1TB Hard Drive
■ 1 — Set of Speakers
■ 1— Dual Video Graphics Card (Supports 2 Monitors)
■ 1 — Power Supply
Rackmount Operator Workstation with:
• 1— Dell Rackmount Computer with 4 NIC Connections
2�2 • 1— USB Optical Mouse & USB QWERTY Keyboard
D (DCV � ' 1— Internal DVD +/- RW Drive
Room) ' 1— Internal 500GB Hard Drives
• 1— Quad-Head Graphics Card (Supports 4 Monitors)
■ 4— Mini Display Port to DVI converter
■ 1 — Power Supply
Rackmount AV Server with:
■ 1— Dell Rackmount Server with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
E AV 1 ' 1— Internal DVD +/- RW Drive
• 4— 300GB SAS 2.5 Inch Hard Disk Drives (RAID1)
• 1— Quad-Head Graphics Card (Supports 4 Monitors)
■ 4— Mini Display Port to DVI converter
• 2 — Power Supplies (Redundant)
Emerson Proprietary 8 ��
EMERSON.
Proposal Number: WTR16037268 R5 Bill of Materials
� .. � �- . .
Rackmount Ovation Process Historian Workstation with:
■ 1— Dell Rackmount Server with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
F 160, 161 2 ■ 3— Internal 300GB Hot Swap Hard Drives (RAID5)
■ 1— Internal Slimline DVD+/-RW Drive
■ 1— VGA Video connector (Supports 1 Monitor)
■ 2 — Power Supplies (Redundant)
Rackmount Operator Workstation with:
■ 1— Dell Rackmount Computer with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
G 210, 211 2 ' 1— Internal DVD +/- RW Drive
■ 1— Internal 500GB Hard Drives
■ 1— Quad-Head Graphics Card (Supports 4 Monitors)
■ 4— Mini Display Port to DVI converter
■ 1 — Power Supply
Tower Operator Workstation with:
■ 1— Dell Mini-Tower Computer with 3 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
H 213 1 � 1— Internal DVD +/- RW Drive
■ 1— Internal 1TB Hard Drive
■ 1 — Set of Speakers
■ 1— Dual Video Graphics Card (Supports 2 Monitors)
■ 1 — Power Supply
Tower Operator / AMS / Control Wave Workstation with:
■ 1— Dell Mini-Tower Computer with 3 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
I 212 1 � 1— Internal DVD +/- RW Drive
■ 1— Internal 1TB Hard Drive
■ 1 — Set of Speakers
■ 1— Dual Video Graphics Card (Supports 2 Monitors)
■ 1 — Power Supply
J - 2 Storage device — Synology Rackmount NAS
K - 3 KVM Extenders (for drop 202, 210, 211)
L - 1 KVM Switch (for drops 160, 161, 254, AV, 200)
Notes:
1. The existing monitors will be re-used.
2. The existing rackmount workstation cabinet will be re-used.
Emerson Proprietary 9 ��
EMERSON.
Proposal Number: WTR16037268 R5
2.4 Network — Fast Ethernet
Bill of Materials
The existing Ethernet switches and routers will be replaced with the most recently validated Fast Ethernet
switches and routers. The new hardware will be placed in the existing network cabinet(s).
The network hardware listed in the table below will be configured per Emerson configuration standards.
Any deviation from these standards, if requested or required, may result in additional engineering review
and time added to the project schedule.
TABLE 2.4 NETWORK HARDWARE
Emerson Proprietary 10 ��
EMERSON.
Note: The existing media converters will be re-used.
Proposal Number: WTR16037268 R5
3.0 SYSTEM SOFTWARE
Bill of Materials
The Ovation system software will be upgraded from the current level to the latest Ovation 3.8 software
level. The workstations will be loaded with the operating system that is compatible with the upgraded
Ovation software level.
TABLE 3.0 SYSTEM SOFTWARE
�- . . �
A Domain Controller 1
B Windows System Database Server 1
C Windows Developer Studio (includes Control Builder and Graphics Builder) 4
D Windows Operator 8
E Process Historian Base 2
F Process Historian with 25,000 points 2
G Process Historian Report Manager Server 2
H Process Historian Report Builder 2
I Process Historian Desktop Tools Base License (Excel Plug-in) 2
J Redundant Controller 8
K Controller Modbus Redundant Interface (Ctrl 5/25 (1), 7/27 (1) & 35/85 (2)) 4
L Controller AB Interface (Ctrl 5/25 (2) & 7/27 (1)) 3
M SCADA Server License 1
N SCADA Protocol: Modbus Slave, Modbus Master, Bristol OpenBSl 1 3
O Ovation Electronic Documentation (CD) 1
P Server Client Access License (CAL), 5-pack 8
Q Oracle for Windows Database Server 1
R Seagate Crystal Reports Professional 2
S VxWorks 16
T Antivirus Software 11
3.1 AMS Device Manager Update
The AMS Device Manager software update includes AMS Guardian Support services.
TABLE 3.1 AMS DEVICE MANAGER UPDATE
Emerson Proprietary 11 ��
EMERSON.
Note: This quote includes 2 years of AMS Guardian Support services.
Proposal Number: WTR16037268 R5
4.0 ENGINEERING SERVICES
Bill of Materials
A key factor in the success of any project is experienced project management. Emerson has included
time for an experienced project manager to plan, control, monitor, and report the status of the overall
project.
During the kickoff ineeting, the project schedule will be finalized, and the system hardware and
application software freeze dates will be established. Any hardware and/or software change requested
after the applicable freeze date may bring about additional scope of supply, and result in a contractual
change (delivery schedule and/or price).
TABLE 4.0 ENGINEERING SERVICES
�- . .
Project Management
A Kickoff meeting at the customer site and back up/freeze the current application software
B Order hardware and software
C Contract administration
D Monthly progress reports
Project Engineering
E Configure Domain Server with up to seventy-three (73) Domain User profiles
F Upgrade the Ovation software to the latest current revision available at time of project
im lementation
G Migrate existing Ovation database, control sheets, and graphics to the updated Ovation system
H Upgrade the Ovation Process Historian (OPH) software to the latest revision available at time of
pro'ect im lementation
� Upgrade the AMS Device Manager software to the latest revision validated with the revision of
Ovation bein installed at the time of ro�ect im lementation
J Configure and load the new controllers and workstations in factory
K Transfer data from existing historians to the two (2) new OPHs
L FAT at Emerson's Houston office for up to five (5) days
Note:
Installation will be done in a phased approach by running a parallel Ovation network replacing
one (1) Ovation controller at a time to minimize process disturbance. To run a parallel Ovation
network, four (4) spare fiber pairs will need to be available from the Computer Room network
cabinet to Filter Control Bldg. No. 2 based on network drawings 10D0065 and 13D0025. It may
be possible that more than one (1) controller can be taken out of service at the same time.
Emerson will collaborate with the customer to develop a phased cutover plan.
Emerson Proprietary 12 ��
EMERSON.
Proposal Number: WTR16037268 R5
4.1 On-Site Service
Bill of Materials
The total number of 8-hour field service days included in this offer are shown in the table below. Travel
and living expenses are included. Additional days can be purchased at Emerson's prevailing rate at the
time of execution or through the scheduled on-site service module in the SureService suite.
TABLE 4.1.1 ON-SITE SERVICE DAYS
- . �
A Wastewater Treatment Plant 81
TABLE 4.1.2 ON-SITE SERVICES
�- . .
A Replace all existing network switches and routers with the current technology switches and
routers
B Replace existing controllers with the current version Ovation controller
C Replace existing Ovation power supplies with the Ovation power supply retrofit kit containing the
current Ovation power scheme
p Replace the existing workstation PC's with current technology workstations and install the new
stations at the same locations
E Connect the new network hardware, controllers, workstations, and peripheral devices using the
existin cables
F Connect Emerson supplied equipment to the designated power source(s)
G Reconfigure and connect EDS feeders and client (Ovation Advanced Applications Group)'
Perform the system-wide testing before turning the system over to the customer
■ Controller failover testing
H ■ Power supply testing
■ Switch failover testing
■ Computer failover testing
■ End device testin
I Move the old system hardware to a designated area
Note': This quote assumes that an EDS has been purchased and installed prior the Evergreen.
Charges against the bank of days shall be as follows on a per field service engineer basis (no night shift
differential will be charged).
Weekdays
First 8 hours that day @ 1 hour worked = 1 hour charged
Additional hours that day @ 1 hour worked = 1.5 hours charged
Saturdays
All hours that day @ 1 hour worked = 1.5 hour charged
Sundays 8� Holidays
All hours that day @ 1 hour worked = 2 hours charged
Emerson Proprietary 13 ��
EMERSON.
Proposal Number: WTR16037268 R5
4.2 Customer Tasks
TABLE 4.2 CUSTOMER TASKS
Bill of Materials
�- . .
A Mitigate process controlled equipment to maintain process operations during phased Ovation
controller replacement
B Assist Emerson in identifying the hardware/software that will be upgraded
C Assist Emerson in saving the application software and freeze the software
D Assist Emerson in identifying where equipment will be installed
Install any required cabling (communications, power, etc.) needed to implement the Ovation
E system upgrade/change. (Emerson will provide cabinet and KVM extender power and cable
s ecifications after the kick off meetin
F Supply and pull five (5) CAT5E cables from Server Cabinet to Drop 210 (2), 211 (2) & 202 (1)
G Emerson will supply one (1) CAT7 cable to be pulled from Server Cabinet KVM Switch (provide
b Emerson to monitor, ke board & mouse in the ro rammin room
H Transfer existing reports into the two (2) new OPHs
I Schedule removal of old system hardware from the plant site
Emerson Proprietary 14 ��
EMERSON.
Proposal Number: WTR16037268 R5
5.0 ALARM HEALTH ADVISOR INTRODUCTORY PACKAGE
Bill of Materials
The Alarm Health Advisor is part of Emerson's ongoing commitment to help customers develop an
effective alarm management strategy that contributes to reduced downtime and increased operator
productivity. Insight gained from the tool's in-depth alarm analysis enables plant engineers to make
adjustments and corrections so that operators are presented with alarm information that is relevant and
concise, enabling them to operate the plant more efficiently.
The Alarm Health Advisor collects alarm information from any Ovation operator station. The package
allows users to filter and analyze alarm information by a number of variables including point names, point
description, plant areas, time ranges, and alarm type. Alarms can also be summarized according to alarm
display, priority, rate, and frequency. The tool also provides custom report capabilities for optimum
analyses.
This offer includes initial installation, configuration, and set-up of the latest version of Alarm Health
Advisor for initial assessment of applicable alarms as an introductory program. The goal of the initial
assessment is to provide plant engineering with a report and recommendations for 25% reduction in
unnecessary and/or nuisance alarms. Pricing for optional Alarm System Assessment and/or corrective
actions is available upon request (e.g. Establish Alarm Philosophy, Change Priorities & Add Cutouts for
Flood Events, and Implement Strategy & Execution to Reduce Alarms).
TABLE 5.0 ALARM HEALTH ADVISOR DELIVERABLES
*Minimum Ovation System Requirements: Ovation 3.3.1 and OPH 3.4.1
Emerson Proprietary 15 ��
EMERSON.
Proposal Number: WTR16037268 R5
6.0 OPTIONS
The items in this section are not included in the base offer's scope of supply.
6.1 Optional — Monitors
TABLE 6.1 Monitors
6.2 Optional — Graphics Macros Update
Bill of Materials
This option consists of modifying the existing graphic code and control sheets, which currently require
multiple manual steps, by combing them into fewer steps to improve response time. Standard methods,
templates, macros, and control algorithms will be used, while maintaining original control functionality.
Emerson will compile a list of graphics, macros and control sheets to modify for customer review,
discussion, and approval.
Emerson Proprietary 16 ��
EMERSON.
TABLE 6.2 Graphics Macros Update
Proposal Number: WTR16037268 R5
6.3 Optional — Enterprise Data System (EDS)
Bill of Materials
The EDS upgrade offers a convenient, cost effective solution for managing and eliminating system
obsolescence by ensuring key elements of the EDS platform are updated with the latest validated software,
hardware, and optimization technology. The EDS will be supplied and installed by the Ovation Advanced
Applications group, in coordination with the installation of the Evergreen.
TABLE 6.3 EDS
�- . . e
Rackmount EDS Server with:
■ 1— Dell Rackmount Server with 4 NIC Connections
■ 1— USB Optical Mouse & USB QWERTY Keyboard
A ■ 1— Internal DVD +/- RW Drive 1
■ 6— 960GB Solid State Drives (RAID 5)
■ 1— VGA Video Connector (Supports 1 Monitor)
■ 2 — Power Supplies Redundant
B KVM Extender 1
EDS Software
C ■ License up to 200,000 points �
■ Provides remote trending, control sheet viewing, Ovation graphic displays,
event alarmin , re ort eneration, and historical data stora e ca abilities
On-site Engineering Support
D ■ Install and configure new EDS hardware and software 1 Lot
■ Confi ure EDS feeders and clients
Note: This option assumes that an EDS was NOT purchased prior the WWTP Evergreen. It is assumed
that the EDS will be mounted in a Server Cabinet where the other Ovation workstations are
mounted.
6.4 Optional — Ethernet Link Controllers (ELC)
TABLE 6.4 ELC
replaced with the above ELCs, if this option is selected.
Emerson Proprietary 17 ��
EMERSON.
Note: The existing Controller Modbus Redundant Interface for drops 5/55, 7/35, and 35/85 will be
Proposal Number: WTR16037268 R5
6.5 Optional — Ovation Evergreen Training
Bill of Materials
Emerson's Ovation training is conducted in a structured environment, balancing hands-on with lecture,
regardless of where the training is conducted — in Pittsburgh (in-house) or at your location (on-site). The
training requires the use of Ovation hardware systems.
• Training purchased as an option to the base scope of supply is available for up to 3 months after
complete system shipment. Training not scheduled during this timeframe will expire and become
unavailable. Please contact the Emerson training registrar (at the phone number listed below) for
student registration.
• All on-site training is conducted 7:30 a.m. to 3:30 p.m. local time, Monday through Friday.
• Training may warrant the use of Ovation training rental equipment with a maximum of two students
per rental station.
• Video recording of the training session is not permitted.
• Training contact information:
o Please contact the Emerson training registrar at 800-445-9723, option 5, with any questions.
o Course descriptions and schedules can be mailed, emailed or browsed at
www.ovationusers.com.
• Please provide the registrar your project number when enrolling.
6.5.1 In-House Training
In-house training will be conducted at Emerson's Training Center in Pittsburgh, PA or an Emerson
Regional Training Location (such as Charlotte, Chicago, Houston, Orlando, or Riverside). A full list of the
Regional Training Locations, and the courses that are offered, can be found in the training brochure.
Recommended training courses for Evergreen customers are shown below. These courses are applicable
for various plant personnel such as plant managers, plant operators, engineers, and I&C technicians.
Advanced or specialized courses are also available. Any quantity and combination of 5-day courses can
be selected.
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TABLE 6.5.1 IN-HOUSE TRAINING
Proposal Number: WTR16037268 R5
6.5.2 On-Site Training
Bill of Materials
A total of two (2) weeks of on-site training courses are included in this option and will be performed on
Ovation training rental equipment at the customer's site. The travel and living expenses of Emerson's
training instructor are included.
TABLE 6.5.2 ON-SITE TRAINING
■ OV010 is a standard on-site operator training course that consists of two identical 2'/2 day sessions
conducted consecutively, in the same week.
■ OV115 is designed to teach the Ovation Windows 3.7 software utility packages from a higher level.
This course provides instruction on the Ovation Windows studio of application programs including the
building of point records, control sheets, graphic displays, and the loading, saving, and downloading
of each entity. Topics of discussion include: basic network, architecture and components, operator
functions, Developer Studio features, control and graphics building, and basic system configuration
■ Each session accommodates up to a maximum of six (6) students.
■ Three (3) rental workstations with controllers will be provided for use during the classes and will be
loaded with Emerson's standard training load set.
6.6 Optional — Recommended Spares
As part of any maintenance program, Emerson recommends having a supply of critical spare parts for the
Ovation system. Spare parts can help save time and money when replacing a part during normal
maintenance or in an emergency. The following table lists the recommended spare parts included in this
option.
TABLE 6.6 RECOMMENDED SPARES
- � 1
A 300 GB Hard Drive 2
B 24-Port Ethernet Switch 1
C DMZ Router 1
D OCR3000 Controller 1
E 20-Amp Power Supply 2
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Proposal Number: WTR16037268 R5
6.7 Network - Gigabit
TABLE 6.7 NETWORK HARDWARE
Bill of Materials
� . � �
A Cisco IE4010 Ethernet Switch, 24 10/100/1000 RJ45 Ports, 4 SFP Downlink 2
Ports, Root Switch
Cisco IE4010 Ethernet Switch, 24 10/100/1000 RJ45 Ports, 4 SFP Downlink
B Ports, Fanout Switch 4
C Cisco IE4010 Ethernet Switch, 24 10/100/1000 RJ45 Ports, 4 SFP Downlink �
Ports, IP Traffic Switch
Cisco IE4010 Ethernet Switch, 24 10/100/1000 RJ45 Ports, 4 SFP Downlink
� Ports, DMZ Expansion Switches 2
E Cisco ISR4321-SEC/K9 Router, 2 NIM, DMZ 2
F SFP Modules (Fiber) 11
G Engineering Services 1 Lot
Note: Table 6.7 above, will replace Table 2.4, if this option is selected.
Emerson Proprietary 20 ��
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Proposal Number: WTR16037268 R5
6.8 Optional — Power and Water Cybersecurity Suite (PWCS)
Bill of Materials
Emerson makes this offer for the supply of services, equipment, and materials to update the existing
Power and Water Cybersecurity Suite (PWCS). The following describes the Emerson scope of supply
with regards to the PWCS for this project.
6.8.1 Ovation Endpoints
Pricing for this offer is based on the asset counts, as shown below. Please verify this information for
accuracy.
TABLE 6.8.1 OVATION SYSTEM COMPONENTS
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Proposal Number: WTR16037268 R5
6.8.2 Bill of Materials
TABLE 6.8.2 PWCS BILL OF MATERIALS
Bill of Materials
�- . . �
PWCS Infrastructure Hardware
A PWCS Virtual Host Dell R740XL Rack Server 1
B Virtualization Software 1
C Cisco ASA 5516-X Security Appliance with FirePOWER 1
D Cisco 2960x Ethernet Switch 1
E Network Attached Storage 1
F Dell R7920 & KVM Tray — User Interface 1
G PWCS Cabinet Kit 120V 1
McAfee ePolicy Orchestrator (eP0)
H Windows Server 2019 License 1
I McAfee Patch Management License 14
J McAfee Application Control License 14
K McAfee Device Control License 14
L McAfee Integrity Control License 14
M McAfee Antivirus License 14
N McAfee Rogue System Detection 14
System Backup & Recovery (SBR)
O Windows Server 2019 License 1
P Acronis Backup & Recovery Advanced Server 7
Q Acronis Backup & Recovery Advanced Workstation 7
Network Monitoring and Response
R Dragos: Dell Standard Midpoint Sensor (Hardware + 1
License
S Dragos: Virtual Site Store (License) 1
T Dragos: Accumulation Switch 1
Engineering
U Project Engineering/Management 1-Lot
V Field Engineering and Installation Days 15
Note': Emerson will provide the latest validated hardware and software for the PWCS at the time of installation.
Note2: Emerson has generated this offer based on the current hardware and software available and considering the typical lifecycle
upgrades that will be required for the PWCS over a 5-year period. At the time of installation, Emerson will review the most
current validated solutions, and work with the site to assess any deviations to the offered scope. Any changes or additions
may require a change offer.
Note3: Emerson has generated this offer based on the current hardware and software available and considering the typical lifecycle
upgrades that will be required for the PWCS over a 5-year period. At the time of installation, Emerson will review the most
current validated solutions, and work with the site to assess any deviations to the offered scope. Any changes or additions
may require a change offer.
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Proposal Number: WTR16037268 R5
6.8.3 Clarifications and Assumptions
Bill of Materials
• Overall Project Management and Coordination will be provided
• Security Solutions Field Service will be provided for installation of the new hardware and software
and for a post-installation technical review
• Charges against the man-hour bank shall be as follows on a per field service engineer basis (no
night shift differential will be charged)
o Weekdays
First 8 hours that day @ 1 hour worked = 1 hour charged
Additional hours that day @ 1 hour worked = 1.5 hours charged
o Saturdays
All hours that day @ 1 hour worked = 1.5 hour charged
o Sundays & Holidays
All hours that day @ 1 hour worked = 2 hours charged
• McAfee ePolicy Orchestrator requires a server-class machine running Server 2008 R2 or higher
• McAfee ePolicy Orchestrator supports the following endpoints:
o Ovation System 3.5.0 — 3.7 and forward
o Windows 7 SP1 - 32 & 64 Bit
o Windows 10 - 32 & 64 Bit
o Server 2008 R2, 2012, & 2016
o Note: Server 2008, Windows XP & Server 2003 are NOT Supported
• If the Power and Water Cybersecurity suite is monitoring multiple systems, it is mandatory that
these systems have unique IP subnets. Time and material to re-IP is not included within the
scope of this project. A change notice may be required to re-IP networks for the PWCS to
function properly.
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Proposal Number: WTR16037268 R5
6.8.4 Conceptual Design
Bill of Materials
�r � os 5ensar ( N eu�j
KVM (Nevr)
AS+i {I,�eV,r�
Swnth (New}
U E � f� ev,r�
+IMHast (lVewj - Irxiudes�`0 Servef. SBR Sav�x,
Sa�aWinds, 51EM, and Dragos 5ite 5tare
NA5 (New�j
Note: This represents a conceptual design of what the PWCS may look like at this site. Additional modules that are
outside the scope of this project may be included in this depiction to show the full extent of the PWCS. PWCS can be
scaled to increase its security footprint, and these additional modules can be purchased a later point in time.
Emerson Proprietary 24 ��
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Proposal Number: WTR16037268 R5
6.8.5 Component Descriptions
Bill of Materials
The Power & Water Cybersecurity Suite consists of a suite of security appliances and applications that
have the ability to enhance and manage the cyber security of the control system without disrupting the
controlled process. These security products were specifically selected to assist customers in
effectively and efficiently meeting regulatory compliance obligations through additional protection of
the control system, automation of repetitive tasks, and ease of reporting and documentation.
While targeted to address the NERC CIP standards, the Power & Water Cybersecurity Suite
appliances also enhance the planYs reliability and availability through a well-managed security
operation of the control systems. The products' ability to automate procedures that are manually
executed as well as their capacity to integrate with real-time control systems gives our Ovation DCS
customers advantageous benefits with regards to system security.
The PWCS' integrated hardware/software solution is packaged with a network interface to Ovation and
other control systems. All security functions are managed from outside the security perimeter, which
provides a separate DMZ for maximum integrity, flexibility, and security.
The PWCS executes all administrative, monitoring and reporting functions, and provides local and/or
remote display capabilities through standard web browsers.
Emerson institutes the support infrastructure necessary for the PWCS application functions. The
support includes regular functional testing of software and content updates for compatibility with
multiple Ovation releases.
There are several components that are included in this offer that make up the Power & Water
Cybersecurity Suite. The base and optional offering includes the following modules:
Common Infrastructure (Network equipment, Cabinet, User Interface Station)
o As part of the complete package, the PWCS is housed in a cabinet and includes a switch
and ASA to form the DMZ. In addition, a Dell workstation is used as the Power & Water
Cybersecurity Suite User InterFace station to manage and utilize the various PWCS
components.
Anti-Virus (AV)
o The antivirus module is powered by the McAfee ePolicy Orchestrator (eP0) using real-
time scanning and weekly updated virus definitions to protect windows machines against
known malicious software.
Malware Prevention (MP) with Application Control (AC)
o The malware prevention module is powered by the McAfee ePolicy Orchestrator (eP0)
Application Control software to provide whitelist style protection for HMIs.
• Patch Management (PM)
o Patch management uses the McAfee ePolicy Orchestrator (eP0) to provide centralized
and automated patch deployment and management for the HMIs.
• Device Control (DC)
o Device Control uses the McAfee ePolicy Orchestrator (eP0) to apply removable media
policies to the HMIs. This allows granular control of removable media by user, computer,
device, etc. This highly customizable offering allows you to restrict the use of removable
media.
• Rogue System Detection (RSD)
o Rogue System Detection uses the McAfee ePolicy Orchestrator (eP0) to provides near
real-time discovery of rogue systems by using sensors installed throughout your network.
These sensors use various passive and active network discovery techniques to detect
systems connected to the network.
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Proposal Number: WTR16037268 R5
Bill of Materials
• Integrity Control (IC)
o Integrity Control uses the McAfee ePolicy Orchestrator (eP0) to provide automated
diagnostics of all monitored systems. A centralized console will continuously audit all
database changes and log file integrity.
• System Backup and Recovery (SBR)
o Based on image technology, the SBR module can perform disk or file level backups that
include the host's operating system, application software, configuration and data.
Network Monitoring, Powered by Dragos
o The Dragos Platform provides asset discovery, threat detection and investigation
playbooks by continuously and passively monitoring networks. Sensors are placed
around the Electronic Security Perimeter (ESP) on the Distributed Control System (DCS)
network, and at other strategic locations. The Sensors send the data to a centralized Site
Store for data aggregation and correlation. This allows the user to identify their assets,
pinpoint malicious activity, and provide step-by-step guidance to investigate incidents and
respond.
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Proposal Number: WTR16037268 R5
6.8.6 Project Management and Installation
Bill of Materials
A Power & Water Cybersecurity Suite (PWCS) is included in this offer. As indicated in Section 1.0 the
PWCS offer consists of multiple modules or appliances, namely Application Control (AC), McAfee
Antivirus (MAV), Patch Management (PM), Device Control (DC), Rogue System Detection (RSD),
Integrity Control (IC), System Backup & Recovery (SBR), Security Incident and Event Management
(SIEM), Network Monitoring and Response (Dragos), and Vulnerability Assessment (VA). These
appliances are connected to a pre-configured ASA (Cisco 5516x) and switch (Cisco 2960x) that will
also provide the connections to the Ovation systems and business LAN if desired. All of the above
hardware will be housed in a cabinet equipped with a power distribution unit for the customer-supplied
dual power feeds. Shown as an option are additional PWCS modules that may be selected.
This write-up summarizes how the project will be delivered.
6.8.7 Project Management
A project kickoff meeting will be conducted after the purchase order is received and confirmed. Hosted
by the project manager, the meeting will be conducted via a conference call and/or WebEx. The
meeting shall be attended by the personnel responsible for the success of this project.
The agenda may include but is not limited to the following topics.
• Define the team and communication channel
• Confirm the system configuration and asset counts per the reference in Appendix A
• Establish the project milestone dates including data submittal and delivery/installation
• Review the project and site condition for installation
• Address any training needs
• Identify any needed scope changes or additions
6.8.8 Project Schedule
The typical lead time for a PWCS is approximately 34 weeks after receipt of an acceptable purchase
order. Emerson will work with the customer to identify a mutually acceptable schedule.
Installing PWCS components and/or performing cybersecurity services do not require a system or unit
outage; however, it may require loading software agents to the workstations, as well as making
changes on running configurations. All work will be executed on a device-by-device basis and may
require reboots. Emerson will work closely with operations staff to ensure that teams are aligned and
agreeable to any work that may be done on a running system.
While this work is done cautiously and methodically, there is always increased risk when working on a
running system or unit; therefore, Emerson defers to its customers to make the ultimate decision in
terms of when work should be done.
Taking advantage of a planned unit outage to install the PWCS is the recommended approach for
customers that prefer to avoid working on running systems and units. Nevertheless, the potential
impact to the required lead time needs to be reviewed during the kickoff meeting.
Other considerations include whether the customer has any concerns that the system might have
been infected with malware. The PWCS, more specifically the Application Control module needs to be
installed based on the assumption that the workstations are clean. If this is indeed a concern, a
"scrubbing" service option can be added to this offer and performed before the PWCS is installed. This
optional service can be either included in the base contract or added as a change notice afterwards.
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Proposal Number: WTR16037268 R5
6.8.9 Site Preparation
Bill of Materials
It is the customer's responsibility to determine the exact location where the PWCS cabinet will be
installed. The physical dimension of the PWCS cabinet is 23.82" W x 42.18" D x 78.76" H. Both front
and back doors of the cabinet are perforated for adequate heat dissipation. Servicing the components
inside the cabinet will be primarily from the front.
The PWCS cabinet will accept two independent power feeds through the power distribution unit at the
bottom of the cabinet.
The connections to the PWCS will be through the provided Cisco 2960X switch from a drop port on
one of the switches in the Ovation system or any port on one of the core switches of a multi-network
system. The cable from the PWCS to each system is the customer's scope.
Should the system be located away from the physical location of PWCS, additional media converters
and fiber-optic cables may become necessary. The materials and installation of this connection is the
customer's scope.
The PWCS can optionally be connected to a Plant LAN. In addition to the supplied router's access
control, it is recommended that this interface is protected by a customer supplied firewall.
A Windows station, referred to as the PWCS UI, will be used as the management station. The
customer has the option to have this station connected to either the PWCS switch, the IP Traffic switch
within the Ovation network, or on the business LAN. If the business LAN is selected, Emerson expects
that the firewall between the PWCS and the business LAN will be properly configured to allowed
access. Power & Water Solutions will provide the necessary technical information for the customer's
firewall configuration.
Each PWCS can support up to six independent control systems. It is mandatory that these systems
have unique IP subnets.
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Proposal Number: WTR16037268 R5
6.8.10 Installation
Bill of Materials
The customer will perform the physical installation of the cabinet. An Emerson engineer will then
check the power connections and turn on each device in the sequence of the engineer's
discretion. The Engineer will utilize the PWCS UI to access the PWCS components.
During installation, an established procedure will be followed to setup and configure each appliance.
During deployment of the PWCS, limited tuning will be performed. This installation and integration is a
one-time service, and, at a minimum, the following items will be verified:
Installation and Integration
• Physical integrity
• Power and grounding
• Internal connectivity of all PWCS components
• Connectivity to external networks, if required
• Time synchronization of all components
• Deployment of all endpoint software
• User account access and domain authentication
The following will be completed if applicable to the specific PWCS delivered
• Application control policy, memory protection configuration and logging
• Patch Management content import and deployment of patches on representative set of endpoints
• Security Incident and Event Management collection and reporting of all endpoints
• Antivirus definition import, definition deployment, and protection coverage
• System backup and recovery of select workstation and server endpoints
• Device control configuration and functional verifications
Note: The customer is responsible for providing the connection to external network(s) including the
cabling, media converters and patch panel connections as applicable.
6.8.11 Field Service (Security Solution Services)
Based on the system components in the section above, and consultation with our senior engineers
that have been onsite, the estimated amount of engineering field service days has been calculated.
Emerson assumes that these estimates are based on the following scope to be completed during the
installation for this site:
• Provide latest PWCS 3.6 compatible hardware
• Assist with installation of hardware and cabling
• Install new SBR virtual server
• Manage running backups on the SBRs to ensure efficacy
• Install new McAfee eP0 virtual server
• Deploy all new eP0 licenses (Patch Management, Anti-virus, Application Control, Integrity
Monitoring, and Device Control)
• Install new Network Monitoring Sensor (Dragos) and ensure connectivity to the centralized
fleet Site Store
• Integrate any necessary endpoints/assets
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Proposal Number: WTR16037268 R5
6.8.12 Network Monitoring, Powered by Dragos
Bill of Materials
6.8.12.1 Narrative
Emerson, in partnership with Dragos, offers a centralized network monitoring solution. The
Power and Water Cybersecurity Suite and Network Monitoring servers will be centrally located at
a central location and will be capable of monitoring the networks where a Draogs midpoint sensor
is deployed. Emerson will make all necessary changes to the PWCS and Ovation network
architecture to support the centralization of the PWCS and Network Monitoring. Any changes to
assets outside of Emerson provided hardware and software will be the responsibility of the
system owner; however, Emerson will be available to support as required.
Note: If a Sensor is placed on the outside of the DCS DMZ, it is expected that no assets will be
discovered unless the Access Control Lists (ACLs) are configured to allow the passage of the
DCS data through the DMZ.
6.8.12.2 Assumptions
• Any changes or additions to infrastructure are the responsibility of the customer
• A full system design review will be performed to analyze the existing infrastructure prior
to system commissioning along with a review of the amount of current traffic that runs
through the existing network to ensure proper bandwidth is provided through the sensors
• Overall Project Management and Coordination will be provided
• Field Service will be provided for installation of the new hardware and software
• If the Power and Water Suite is monitoring multiple systems, it is mandatory that these
systems have unique subnets. Time and material to redo IP addressing is not included
within the scope of this project. A change notice may need to be issued.
6.8.12.3 Site Preparation
It is the customer's responsibility to determine and execute the network runs necessary for the
Dragos Platform once a design is finalized. If the Midpoint Sensor needs to be placed remotely,
the customer will decide the exact location of the sensor.
The customer can decide exact placement of hardware based on infrastructure layout and
limitations.
The placement of Sensors are based off the Network layout of a specific Site. It is Emerson's
recommendation that the Dragos Site Store be located with the PWCS Suite.
The customer will be responsible for any copper or fiber runs required to connect the Network
Monitoring Solution to the DCS. All hardware and necessary copper or fiber connections must be
in place prior to Emerson personnel arriving on Site.
6.8.12.4 Site Installation
Design Phase: A full system design review will be performed to analyze the existing network
architecture and infrastructure prior to the start of system commissioning along with a review of
the amount of current traffic that runs through the existing network to ensure proper configuration
and placement of the sensors. Emerson will work directly with the customer and make any
necessary recommendations (to existing network or infrastructure) as required for the full
integration of the Dragos Platform. The ultimate decision with regards to the placement of the
sensor within the network, as well as any changes or additions to the infrastructure, are the
responsibility of the customer.
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Proposal Number: WTR16037268 R5
Bill of Materials
Pre-Install Phase: The customer will decide the exact placement of the hardware. It is
Emerson's recommendation that the Dragos Site Store be located in the same cabinet as the
PWCS Suite (or within close proximity), the placement of the Dragos Sensors and any
Aggregation Switches (as needed) will be based off the recommendations made in the network
architecture proposed by the Design Phase and ultimately approved by the site. Once a design is
finalized, it will be the customer's responsibility to determine the logical paths and execute any
network cable runs and power requirements that will be necessary for the Network Monitoring
(Dragos). Any and all necessary copper or fiber connections must be in place prior to Emerson or
Dragos personnel arriving on site. Prior to the start of installation, a complete walk down of assets
that may be potentially impacted will be conducted, as well as any necessary backups. The
installation of Dragos may not require a system outage, however, it is highly recommended that a
site take advantage of any potential upcoming outages to perform the work required.
Install Phase: Based off of the network design and the desired physical locations of the
hardware, as approved in the Design and Pre-installation Phases, an Emerson engineer will
install and configure the Site Store and the Sensors in collaboration with a Dragos expert to
ensure that the solution provided is fully customized to the site's requirements and can properly
capture expected network traffic (as defined by this project). Configuration of any newly installed
aggregation switches - as well as any configuration modifications to existing switches (port
mirroring, routing, etc.) - will be performed by the Emerson engineer.
This installation and integration is a one-time service, and, at a minimum, the following items will
be verified:
Installation and Integration
o Internal connectivity of the Dragos Platform
o Connectivity to external networks, if required
o Time Synchronization of all components
o Modification of network devices (port mirroring, routing, etc.)
o Installation and configuration of Dragos Site Store and Sensors
Note: The customer is responsible for providing the connection to existing network(s)
including the cabling, media converters and patch panel connections as applicable
Post Install Phase: A post installation review will be conducted to ensure that adequate testing
of the Network Monitoring Solution (Powered by Dragos) is done. A final check will be done to
ensure proper functionality of the newly installed platform, and to ensure any potential at risk
assets are not impacted by this installation. Demonstration of the functionality and use of the new
equipment will be provided to key personnel at the time of turn over and customer acceptance.
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Proposal Number: WTR16037268 R5
6.8.13 Support
Bill of Materials
The customer needs to have a SureService contract for receiving support on diagnostics and
troubleshooting. At a minimum, the contract must include the Expert Telephone Support module. The
SureService and Support teams have in-depth knowledge of the PWCS appliances to provide needed
support services.
The first-year software support is included in the initial purchase contract. This includes the periodic
software updates and access to content based on the modules purchased. After the first year, this
service will be covered by a new SureService module for the PWCS. The details of this support scope
can be found in the attached Power & Water Cybersecurity Suite Support PDF.
The Power & Water Cybersecurity Suite Support module, which is applicable for the current PWCS
and forward, is designed to keep the software, contents, or license elements promptly updated and the
hardware components quickly repaired in case of inechanical failures.
In general, the SureService support includes the following:
o Software updates for maintenance releases and improvements
o Content updates for the vulnerability database, latest security patches and signatures,
and updated security policies or rule settings
o License renewals where applicable
o Hardware repair during the term of a valid SureService contract that includes PWCS
support
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EXHIBIT B —1
Payment Schedule - Ovation Upgrade
�
�
EMERS4N,
November 19, 2021
City of Fort Worth
Village Creek
Address
Attention
Subject:
Luke Matus
WWTP Ovation 3.3 to 3.8 Evergreen Program
Emerson Offer WTR16037268R6
Dear Luke Matus:
Emerson Automation Solutions
200 Beta Drive
Pittsburgh, PA 15238
USA
Emerson Process Management Power & Water Solutions, Inc. (Emerson), part of the Emerson Automation
Solutions family of business units, is pleased to submit this offer to City of Fort Worth for the WWTP Ovation 3.3
to 3.8 Evergreen Program. This offer is based upon the attached commercial description and the contents
within this submittal.
An Ovation Evergreen offers a convenient, cost effective solution for managing and eliminating system
obsolescence, by ensuring key elements of the control system are updated with the latest validated software,
workstations, networks, I/O, security, and optimization technology. This upgrade will effectively protect your
initial system investment, therefore prolonging and sustaining the system's life.
Features of an Ovation Evergreen:
• Extends the life of your investment by sustaining current, or incorporating new, technology in the
system
• Addresses the changing needs of system security requirements
• Includes security features to comply with newly instituted regulations
• Avoids emerging maintenance issues caused by aging technology
• Adopts new I/O or digital bus technology and takes advantage of the associated asset maintenance
and management tools
The following Ovation Evergreen offer provides an overview of your system and the necessary planning needed
for you to keep pace with advancements without budget overruns. Emerson looks forward to working with City
of Fort Worth to achieve the highest levels of success for the WWTP Ovation 3.3 to 3.8 Evergreen Program.
Thank you for the opportunity to submit this offer. If you should have any questions or require additional
information, please feel free to contact me at (281) 222-2069 or email david.terzian@eerson.com.
Very truly yours,
David Terzian
Service Sales
Emerson Automation Solutions
Power & Water Solutions
Page 2
Commercial Description for the Citv of Fort Worth, Villaqe Creek, WWTP Ovation 3.3 to 3.8 Everqreen
Proqram
This document defines the commercial basis under which Emerson makes this offer to City of Fort Worth for
the distributed control project at Village Creek station.
This offer expressly limits acceptance to the terms of this offer, including the terms
Terms and and conditions set forth in Emerson's Terms of Quotation and Sale — Goods &
Conditions Services Form TQS-GIS/USA-Edn. 10/18 and the Software Licensing Agreement, as
included with this offer.
Legal Name and
Address for poing
Business
Pricing
Services
Purchase orders and contracts should be addressed to:
Emerson Process Management Power & Water Solutions, Inc.
200 Beta Drive
Pittsburgh, PA 15238
The price for this Evergreen (and any additional options), on a hardware-exchange
basis and described in the attached bill of materials, are shown in the table(s) below.
Evergreen Pricing
S stem Price
Total $1,219,397
Option Pricing
Option pricing is only valid for purchase at the time of initial purchase order
placement. Option work is intended to be executed at the same time as the
Evergreen.
Option Price
Gi abit Network $63,841
Power and Water C bersecurit Suite PWCS $236,892
Monitor Up rade $4,499
Graphics Macros Update $19,933
Enterprise Data Solution $101,460
Ethernet Link Controllers $119,543
Ovation Trainin : In-House 4 man-weeks $16,703
Ovation Trainin : On-Site A— Ovation Operator $53,926
Ovation Trainin : On-Site B— Ovation Ever reen $53,926
Recommended Spares $70,057
The prices shown are based on a 2022 Installation.
Taxes are not included in the price shown and will be added to each invoice.
Delivery shall be FOB point of origin. Freight and handling charges will be added to
the invoice.
Training included within this offer is available for up to ninety (90) days after
complete system shipment.
Page 3
Terms of Payment
Emerson's offer is based exclusively upon the payment schedule below. Invoices will
be issued for each of the following deliverable line items with payment due Net 30
days from the date of the invoice. The amount of each invoice shall be calculated by
applying the percentages (°/o) shown below against the total purchase order price,
including any changes. For pro rata deliverables, Emerson reserves the right to
submit multiple partial invoices proportionate to work completed associated with
individual phases or deliveries.
20% Upon Contract Award
30% Upon Initial DCS Hardware Drawings Submittal
40% Upon Shipment (on pro rata basis)
10% Upon Customer Acceptance (but in any event, no later than 90 days after
last major product shipment)
Standard delivery for an Evergreen is 40 Weeks after receipt and acceptance of a
purchase order. An estimated delivery schedule has been provided as part of this
offer.
Delivery If, after the project has started, City of Fort Worth requests a delay in delivery,
installation, or acceptance testing of any of the products or services purchased under
this offer, then Emerson reserves the right to invoice for payment for all goods and
services provided to date, and close out the project. Upon Emerson's request, City of
Fort Worth will issue a new purchase order for any remaining scope of supply using
the previously offered pricing.
This Evergreen is based on hardware exchange, where the existing Ovation and
WDPF components are returned to Emerson. For components not returned to
Emerson, please note that the software (including any firmware) embedded in such
Hardware Exchange components, is subject to Emerson's software license agreement, which specifies
that the software is non-transferable. Accordinqly, Citv of Fort Worth mav not resell,
or otherwise transfer, any Ovation and WDPF components (e.q. controllers, I/O
cards or modules, etc.), to the extent thev include software, to a third party.
This offer shall remain valid for ninety (90) days from the date of this letter, unless
Bid Validity otherwise extended, modified, or withdrawn in writing by Emerson. The return of a
purchase order acceptable to Emerson during such validity period will be sufficient to
form an agreement based exclusively on the terms and conditions of this offer.
Proprietary and
Confidential
Information
Proposal Quality
This offer and any subsequent communications relative to this offer are considered
to be proprietary and confidential information of Emerson. Accordingly, such
proprietary and confidential information shall not be published, used, reproduced,
transmitted, or disclosed to others outside your organization without prior written
consent by Emerson.
How can we improve our proposals? We would appreciate your feedback. If there
are questions or comments regarding the quality of this proposal, please contact the
Proposal Quality Manager, January Waldo, at January.Waldo(c�Emerson.com or
412-963-4497. Please include the offer number in any correspondence.
EXHIBIT B — 2
Payment Schedule - SureService
Attachment 2
Customer : City of Fort Worth
Sites : Village Creek VWVT Plant
Offer # : WTR210814870MCR1
5-Year Renewal Pricing
(Contract Period: May 1, 2023 -April 30, 2028)
Item SureService Module Year 1 Year 2 Year 3 Year 4 Year 5
#
1 Expert Telephone Support � $20,315 $20,924 $21,552 $22,199 $22,865
2 Guardian Support No Charge No Charge No Charge No Charge No Charge
3 Software Updates $12,373 $12,744 $13,126 $13,520 $13,926
4 PWCS Support 2 $10,516 $25,996 $26,776 $27,579 $28,406
5 EDS Premier Support 3 $7,426 $18,357 $18,908 $19,475 $20,059
6 Scheduled On-Site Service Class A 4 $15,470 $15,934 $16,412 $16,904 $17,411
7 Component Coverage 5 $16,793 $17,297 $17,816 $18,350 $18,901
8 Training Program s $8,770 $9,033 $9,304 $9,583 $9,870
ModuleSubTotal $91,663 $120,285 $123,894 $127,610 $131,438
Less15%GoldPackageDiscount� ($13,749) ($18,043) ($18,584) ($19,142) ($19,716)
AfterPackageDiscountSubTofal $77,914 $102,242 $105,310 $108,468 $111,722
Less5%Multi-YearDiscount8 ($3;896) ($5,112) ($5,266) ($5,423) ($5,586)
AfterMulti-YearDiscounfSubTotal $74,018 $97,130 $100,044 $103,045 $106,136
6a Travel & Living Expenses $1,250 $1,288 $1,327 $1,367 $1,408
Yearly Total $75,268 $98,418 $101,371 $104,412 $107,544
Grand Total $487,013
Notes:
The Expert Telephone Support module is base priced for up to 3 production DCSs per site. This
pricewillbeproratedforanyadditionalproductionsystemunderthesamesite. Anynon-production
systems such as simulators ordevelopment systemswill be supported underthe same module
purchase.
2. Firstyearof PWCS Supportis 5 months pro-rated 12/01/2023-04/30/2024. PWCSSupport pricing
will be guaranteed for up to 3 years. Support pricing for the PWCS will need to be reviewed after
three years to determine if the PWCS modules are still being supported by the 3rd party
vendors. Prices shown for the 4t" and 5`" year are estimates and could change, based upon the
support and evolution ofthe PWCS during that time.
EXHIBIT C
Network Access Agreement
(Applies solely and exclusively to and during Vendor's access to the City's
network under that appendix. Cybersecurity obligations not directly related
to Vendor's access are set forth in Exhibit I.)
City Secretary Contract No.
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide the upgrade,
maintenance, and support of the Ovation Control System at Village Creek Water Reclamation Facility, and
the SureService maintenance program. In order to provide the necessary support, Vendor needs access to
the Water Department network ("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing the upgrade, maintenance, and support of the Ovation Control
System at Village Creek Water Reclamation Facility, and the SureService maintenance program. Such
access is granted subject to the terms and conditions set forth in this Agreement and applicable provisions
of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which
such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first.
4. RenewaL This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of Access and/or termination of this Network Access Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
51. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifcally notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
Vendor Services Agreement — Technology — Exhibit D Page 17 of
19
City Secretary Contract No.
City's Network:
5.1.1. Vendor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
51.3. Vendor Personnel shall protect City-issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Security. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Netwark credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
Vendor Services Agreement — Technology — Exhibit D Page 18 of
19
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
�Ci�lZCL �GG24�i��d,�i,�i
B�7. Dana Burghdoff (Apr4, 202 :43 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Apr 4, 2022
APPROVAL RECOMMENDED:
chr-is�opHer f-�dr-der
By. Chrlstopher Harder (Apr 1, 20221523 CDT)
Name: Christopher Harder
Title: Director, Water Department
ATTEST:
��r�r�tt,,�-s ��r7�CG
B�7; Jannette S. Goodall (Apr4, 20221L21 CDT)
Name: Jannette Goodall
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
. .��
B�7; RichardLlsenbee(Mar30,202213�.13CDT)
Name: Richard Lisenbee
Title: Senior IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
��," ��`�-
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0084
VENDOR:
Emerson Process Management Power & Water
Solutions, Inc.
By: ����
Name: Jaime Foose
Title: Vice President
Date: M a r 31, 2022
Vendor Services Agreement — Technology — Exhibit E Page 19
of 19
EXHIBIT D
Signature Verification Form
VERIFICATION OF SIGNATURE AUTHORITY
Emerson Process Management Power & Water Solutions, Inc.
200 Beta Drive
Pittsburgh, PA 15238
Services to be provided: As contracted
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Jaime Foose
Position: Vice President
Sig ure
2. Name: Deepa Malhotra
Position: Director, Commercial Operations
����1,�
Signature
Name: Robert L. Yeager
�-�iC.3�C � ����
Signature of President / CEO
Date: ,5-FEB-zozz
Vendor Services Agreement — Technology — Exhibit E Page 1
of 1
EXHIBIT E
Emerson Software License Agreement
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 anyform.
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 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 ComplianY' 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 ComplianY'.
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 inerchantability 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 W ILL EMERSON BE LIABLE TO LICENSEE FOR
ANY DAMAGES ARISING OUT OF ANY CAUSES WHATSOEVER
(WHETHER SUCH CAUSES BE BASED W CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OTHER TORT, PATENT INFRINGEMENT, OR
OTHERW ISE), 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 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.
EXPORT 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 OTHERW ISE 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 iYs 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 o�ce.
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 BETW EEN 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 W ITH THE FOREGOING
PROVISIONS.
200 Beta Drive
Pittsburgh, PA 15238 = =
www.ovationusers.com —
OO 2007 Emerson Process Management, —=_— -- -
Power & Water Solutions
All rights reserved.
Revision 6 02/06/07
EXHIBIT F
Emerson Terms of Quotation and Sale — Goods & Services
Terms of Quotation and Sale - Goods & Services
�
EMER50N.
These Terms govern Emerson's quotation and any resulting Contract for Emerson to supply Goods,
Documentation, Software and Services.
1.
1.1
1.2
1.3
1.4
2.
2.1
2.2
2.3
2.4
3.
3.1
3.2
3.3
3.4
Quotation & Contract
Emerson's quotation is valid for acceptance for 30 Days after its date, unless Emerson has stated a different period
or withdraws it earlier.
The PO must be in writing and has no effect until Acknowledgement. Emerson is not obliged to accept any PO.
If there are any conflicts, discrepancies or ambiguities, the following order of priority applies: (1) the
Acknowledgment, (2) these Terms, (3) the PO and (4) Emerson's quotation. Clauses 5 and 16 of these Terms take
priority over the rest of these Terms.
All communications about the Contract must be in English and state the Customer PO number and Emerson order
number.
Customer Duties
Customer must in a timely manner supply the information, documents and instructions Emerson reasonably needs to
proceed with its Contract duties.
Customer is responsible for the accuracy and completeness of all information it supplies.
If Emerson performs Services at Site, Customer will not ask Emerson or Emerson Personnel to enter any agreement
which imposes, waives, releases, indemnifies or otherwise limits or expands any rights or obligations in respect of
Emerson or Emerson Personnel. Any such agreement is void.
If the acts or omissions of Customer, Customer Personnel or Customer's other contractors delay or prevent Emerson
from perForming a Contract duty or increase Emerson's costs, time will be extended and Customer will compensate
Emerson accordingly.
Delivery
Delivery and Performance Periods.
Delivery and performance periods begin on Acknowledgment. All delivery periods and dates stated are
approximate. Emerson will not be liable for any damages caused by its failure to deliver or perform on time.
Delivery Terms.
Unless the Contract says otherwise, Emerson will deliver the Goods, Documentation and Software from its, its Affiliate's
or third party's factory or warehouse (the point of delivery), Carriage Paid To (CPT) the place of destination named in
the Contract (Incoterms° 2010). Customer will pay for freight, packing and handling at Emerson's then current rates.
Partial Shipments.
Emerson may make partial shipments. Emerson may ship batteries separately from the rest of the Goods. Hard
copies of Documentation may be shipped separately from the Goods.
Storage.
Emerson may place Goods, Documentation and Software into a third party warehouse chosen by Emerson, at
Customer's expense if Customer, by its acts or omissions, delays their shipment. On placing Goods, Documentation
and Software in the warehouse, delivery is complete and risk and title in Goods and Documentation passes to
Customer. This Clause 3.4 does not apply to Goods, Documentation and Software which Emerson or its Affiliate is to
export from the United States.
4. Title & Risk
Even if the Contract says otherwise and except as stated in Clauses 3.4 and 5:
a) for any Goods and Documentation which Emerson or its Affiliate is to export from the United States, title and risk
of loss will pass to Customer when they pass the territorial limits of the US;
b) for all other Goods and Documentation, title will pass to the Customer on delivery and risk of loss will pass to
Customer under the Incoterms° 2010 rule stated in the Contract.
5. Documentation, Software, Firmware and Intellectual Property
5.1 Emerson and other owners will each keep all rights, interest and title in their respective Documentation, Software,
and Firmware.
5.2 Customer's use of Software and Firmware is governed exclusively by the Software License Agreement with Emerson
(or its Affiliate) if there is one or, in any other case, by the license terms of the owner.
5.3 If Software or Firmware is not governed by a separate Software License Agreement, Customer is granted a non-
exclusive, royalty-free license to use that:
a) Software only in conjunction with the Goods; and
Form: TQS-GIS/USA-Edn. 10/18 Page 1 of 6
�O Copyright 2018 Emerson
Terms of Quotation and Sale - Goods & Services
�
EMER50N.
b) Firmware in the Goods, only as incorporated in the Goods.
In both cases, the license applies only at the Site where the Goods are first used.
5.4 Customer may only copy Documentation (with its copyright notices unchanged) as needed to install, operate, re-
calibrate, de-install, maintain and repair the Goods for its reasonable internal business purposes.
5.5 Unless the Contract says otherwise, Documentation will consist of one copy only of Emerson's, its Affiliates', or the
manufacturer's standard documents in English. Emerson is only required to supply third party documents if
authorized to do so by the third party. Emerson may choose to supply Documentation by hard copy, by CD-ROM or
other suitable media, or by download from a website.
6.
6.1
6.2
7.
7.1
7.2
7.3
Compensation
Prices/Rates.
Unless the Contract says otherwise, the prices, Software license fees and rates:
a) are fixed for Goods, Documentation and Software licenses delivered and for Services performed within the
period(s) stated in the Contract;
b) exclude all taxes (such as sales, use, value added and similar taxes), duties, levies and similar charges. Emerson
will invoice all these taxes, duties, levies and charges unless it has received an appropriate exemption from
Customer;
c) exclude freight, packing and handling; and
d) exclude the storage, installation, start-up and maintenance of the Goods and Software.
Payment Terms.
a) Customer will pay Emerson:
(i) in full without set-off, counterclaim or withholding (except deductions required by Law);
(ii) in the currency of Emerson's quotation; and
(iii) within 30 days of the invoice date.
b) Emerson will invoice:
(i) Goods (including part shipments), Documentation and Software license fees: on delivery.
(ii) Services and storage costs under Clause 3.4: monthly in arrears.
c) Customer will pay Emerson by check or direct bank transfer to the Emerson bank account stated in the Contract or
invoice, paid in either case from Customer's account with a bank in Customer's country. Emerson may reject
payment by any other method.
d) Customer waives the right to dispute any invoiced amount unless Customer tells Emerson of the dispute (with
detailed reasons) within 10 Days from the invoice date. All undisputed amounts are payable as set out in Clause
6.2(c).
e) Emerson may end the Contract or suspend perFormance (including withholding shipment and suspending
performance of Services) if Customer fails or, in Emerson's reasonable opinion, appears likely to fail to make
payment when due under the Contract or any other contract. This action will not subject Emerson to any penalty or
affect its other rights.
f) Emerson may at any time demand such security for payment as Emerson may think reasonable, and Customer will
provide the security within 10 Days after the request. This action will not affect any other right of Emerson.
g) Customer must pay all expenses (including attorneys' fees) incurred by Emerson in collecting late payments, up
to the maximum amounts permitted by Law.
Warranties
Emerson warrants that:
a) Emerson will transfer title to the Goods (excluding Software and Firmware) to Customer under Clause 4;
b) Goods, Documentation and Services will conform with the Specification;
c) Goods made by Emerson or its Affiliates will, under normal use and care, be free from defects in materials or
workmanship; and
d) Emerson and its Affiliates' Personnel delivering Services are trained and will use reasonable skill and care.
Warranty Periods. Unless otherwise specified by Emerson, the warranties in Clause 7.1 apply as follows:
a) Goods: until the earlier of 12 months from the first installation or 18 months from delivery (90 days from delivery
in the case of consumables and PolyOil° products).
b) Services: for 90 days from completion of the Services.
c) Goods repaired, replacement items and Services re-performed: from delivery of the replacement or
completion of the repair or re-performance, for 90 days or until the end of the original warranty period (if later).
Warranty Procedure. Clause 7.3 applies if, within the warranty period, Customer discovers any non-conformity with
a warranty in Clause 7.1, tells Emerson in writing and, in the case of Goods, returns the non-conforming items at
Form: TQS-GIS/USA-Edn. 10/18 Page 2 of 6
�O Copyright 2018 Emerson
Terms of Quotation and Sale - Goods & Services
�
EMER50N.
Customer's cost, freight and insurance pre-paid, to the repair facility chosen by Emerson. Where this Clause
applies, Emerson will, at its sole option, either:
a) correct any non-conforming Documents and Services; or
b) repair or replace non-conforming Goods FCA (Incoterms° 2010) at the repair location; or
c) instead refund the price of the non-conforming item.
7.4 Exclusions from Warranty.
a) The warranties in Clause 7.1(b), (c) and (d) exclude and Customer will pay the cost of all repairs and
replacements caused by any of the following: normal wear and use; inadequate maintenance; unsuitable power
sources or environmental conditions; improper handling, storage, installation, or operation; misuse or accident
caused by anybody except Emerson; a modification or repair not approved by Emerson in writing; materials or
workmanship made, provided or specified by Customer; contamination; the use of unapproved parts, firmware or
software; Cyber Attack; any other cause not the fault of Emerson.
b) Emerson will not pay any costs relating to non-compliance with a warranty in Clause 7.1, except where agreed in
writing in advance. Unless accepted in writing by Emerson, Customer will pay:
(i) all costs of dismantling, freight, reinstallation and the time and expenses of Emerson Personnel for travel
under Clause 7; and
(ii) all costs incurred by Emerson in correcting nonconformities for which Emerson is not responsible under
Clause 7 and in examining items that comply with the warranties in Clause 7.1.
c) If Emerson relies on wrong or incomplete information supplied by Customer, all warranties are void unless Emerson
agrees otherwise in writing.
d) Customer alone is responsible for the selection, maintenance and use of the Goods.
e) Resale Products carry only the warranty given by the original manufacturer. Emerson has no liability for Resale
Products beyond making a reasonable commercial effort to arrange procurement and shipping of the Resale
Products.
7.5 Disclaimer. The limited warranties set out in this Clause 7 are the only warranties made by Emerson and can be
changed only with Emerson's signed written agreement. THE WARRANTIES AND REMEDIES IN CLAUSE 7 ARE
EXCLUSIVE. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
ABOUT MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANYTHING ELSE FOR ANY OF THE
GOODS, DOCUMENTATION OR SERVICES.
8. Changes
No change to the Contract applies unless agreed in writing by Emerson and the Customer.
9. Termination
9.1 Termination for Default and Insolvency.
a) Either party (Injured Party) may end the Contract wholly or partly by written notice to the other (Defaulting Party),
if an Insolvency Event or Default Event affects the Defaulting Party. Termination under Clause 9.1 will not affect
other rights of the Injured Party.
b) A Default Event occurs if all the following conditions are met:
(i) Defaulting Party breaches a material duty under the Contract;
(ii) Injured Party sends Defaulting Party a notice identifying the breach in sufficient detail;
(iii) 10 Days after receiving the notice, Defaulting Party has not corrected the breach; and
(iv) if the breach cannot reasonably be corrected in 10 Days, Defaulting Party has not acted diligently to fix the
breach.
c) An Insolvency Event means any of the following:
(i) a meeting of creditors of Defaulting Party.
(ii) a proposal for an arrangement or composition with or for the benefit of creditors of Defaulting Party.
(iii) a chargeholder, receiver, administrative receiver or similar person is appointed over or takes possession of
material assets of Defaulting Party.
(iv) a legal enforcement process is taken (and not discharged within 5 Days) against material assets of
Defaulting Party.
(v) Defaulting Party stops trading or cannot pay its debts.
(vi) anyone gives notice of intention to appoint an administrator, or applies to court to appoint an administrator,
in relation to Defaulting Party.
(vii) a petition is presented (and not discharged within 20 Days) or a resolution is passed or an order made for
winding-up, bankruptcy or dissolution of Defaulting Party.
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(viii) an event similar to any of (i) to (vii) in a jurisdiction where Defaulting Party is incorporated or resides or
carries on business or has assets.
d) On termination under Clause 9.1(a), Customer will pay Emerson the price of Goods, Software, Documentation
and Services already delivered. If Emerson was the Injured Party, Customer will also pay Emerson for work in
progress under Emerson's then current policies and cancellation charges.
Termination for Customer Convenience. Customer may end the Contract in whole or in part for its own
convenience only with Emerson's written agreement and following Emerson's then current policies and cancellation
charges.
Termination after 90 Days' Force Majeure. Either party may end the Contract without liability by written notice to
the other if performance of the Contract is delayed or prevented by a cause listed in Clause 12 for 90 Days. Unless
prevented by a cause listed in Clause 12, Customer will pay Emerson for all Goods, Documentation, Software
licenses and Services delivered before the notice was given and for work in progress.
10. Customer Information
Emerson may use and share Customer Information in accordance with data protection Law, as necessary to fulfill
the Contract and to communicate with Customer for marketing purposes, including sharing:
a) Customer Information to its suppliers, for use in product registration and support and to comply with import and
export control Law:
b) Customer Information and copies of the Contract to its agents and sales representatives, as necessary to fulfill
the Contract.
11.
11.1
11.2
11.3
11.4
11.5
Intellectual Property Claims
In Clause 11, an Intellectual Property Claim is a claim that Goods made or pocumentation produced by Emerson
infringe a valid intellectual property right (including patent, copyright, design right and trade mark) of the United
States or of a country where the Contract states the Goods will be used.
Clause 11 applies only while Customer does all the following:
a) promptly tells Emerson in writing that an Intellectual Property Claim has been threatened or filed;
b) allows Emerson complete control of the defense and settlement of the claim; and
c) gives all reasonable help and cooperation requested by Emerson for the defense.
Emerson will indemnify and defend Customer against any Intellectual Property Claim brought by legal action.
Emerson will only pay any final judgment or settlement resulting from the action. If the action results in an injunction
against the use of any Goods or pocumentation, Emerson will, at its sole option and expense, provide a
commercially reasonable alternative. This may include procuring for Customer the right to continue using the Goods
or pocumentation or replacing them with a non-infringing item or changing them to become non-infringing or
refunding their price.
Emerson will not be liable for infringement, and Customer will indemnify Emerson, in each of these cases:
a) the infringement relates to goods not made by Emerson.
b) Emerson did not design the Goods or pocumentation, or Emerson did not design them for use in the way or for
the purpose that infringed intellectual property rights.
c) the Customer caused the Goods or pocumentation to become infringing.
12. Force Majeure
Neither party is liable for non-performance or delay due to unforeseen circumstances or causes beyond its
reasonable control, including acts of God; war; armed conflict; terrorism; fire; flood; accident; weather; failure or
interruption of public and private computer or telecommunication systems, networks, and infrastructure; Cyber
Attacks; sabotage; strikes or labor disputes; civil disturbances or riots; governmental decisions, requests,
restrictions, Law (including the denial, failure to issue or loss of export or re-export licenses); unavailability of or
delays in transport; or shortage of materials or parts.
13. Export Controls and Compliance
13.1 Customer and Emerson will comply with all:
a) export, import and other trade compliance Laws of the territories in which Customer and Emerson are
established, from which the Goods, Firmware, Software, Services and any technical data are supplied or
shipped, and to which the Goods, Firmware, Software, Services and any technical data will be taken or
eventually used; and
b) Laws against bribery, corruption and money-laundering.
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13.2 Customer agrees not to use, transfer, release, export or re-export any Goods, Firmware, Software, Services or
Emerson-supplied technical data contrary to trade compliance Law or to any license or required government
authorization.
13.3 Customer will give Emerson:
a) details of financial institutions and other parties involved in the transaction;
b) details of the end-destination, end-user and end-use of the Goods, Firmware, Software, Documentation and
Services;
c) all information needed by Emerson to:
(i) apply for necessary export and import licenses and government authorizations and
(ii) comply with Laws against bribery, corruption and money-laundering and Emerson's policies on them; and
d) any trade compliance certification or letter of assurance requested by Emerson in relation to trade compliance
Law.
13.4 Neither Emerson nor Customer will engage in any activity that exposes the other party or an Affiliate to a risk of
penalties under Laws forbidding improper payments, including bribes.
14. Laws and Regulations
14.1 Both parties will comply with all Laws, except to the extent a party is prohibited from doing so based upon a conflict
of Laws.
14.2 The Contract does not require Emerson to collect, treat, recover or dispose of anything Law treats as 'waste'. If the
Law on waste requires Emerson to dispose of something it supplied, Customer will, if allowed by Law, pay Emerson
to dispose of it at Emerson's standard charge. If Emerson has no standard charge, Customer will pay Emerson's
costs incurred in the disposal (including handling, transport and a reasonable mark-up for overhead).
14.3 Each party must ensure that its Personnel will, while on the premises of the other party, comply with the other party's
reasonable site rules on HSSE that are communicated in writing to the visitor before its arrival, and with the other party's
reasonable instructions relating to HSSE.
14.5 Emerson objects and does not agree to the application of any governmental procurement provision to the Contract.
15. Nuclear and Medical End-use
GOODS, FIRMWARE, SOFTWARE, DOCUMENTATION, SERVICES AND THE PRODUCTS OF SERVICES
SUPPLIED UNDER THE CONTRACT MUST NOT BE USED (i) IN CONNECTION WITH ANY MEDICAL, LIFE-
SUPPORT OR RELATED APPLICATIONS, or (ii) UNLESS OTHERWISE AGREED IN WRITING BY BOTH
PARTIES AND COMBINED WITH AN EXECUTED NUCLEAR DEFENSE & INDEMNIFICATION AGREEMENT, IN
CONNECTION WITH ANY NUCLEAR OR NUCLEAR-RELATED APPLICATION(S). Regardless of whether
Customer is the owner/operator of the nuclear, medical or other facility, Customer:
a) accepts all Goods, Software, Documentation, Services and products of Services with these restrictions;
b) agrees to communicate these restrictions in writing to all later buyers or users; and
c) agrees to defend and indemnify Emerson and Emerson Affiliates from all claims arising from such use of Goods,
Firmware, Software, Documentation, Services and products of Services.
This indemnity covers every sort of claim, including allegations of negligence, strict liability or product liability.
16. Limitation of Liability
16.1 EMERSON AND ITS AFFILIATES WILL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN
PERFORMANCE. THE REMEDIES OF CUSTOMER STATED IN THIS CONTRACT ARE EXCLUSIVE.
REGARDLESS OF THE TYPE OF THE CLAIM (WHETHER BASED IN CONTRACT, INFRINGEMENT,
NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), EMERSON'S AND ITS AFFILIATES'
LIABILITY TO CUSTOMER AND ITS AFFILIATES WILL NEVER EXCEED THE CONTRACT PRICE.
16.2 NEITHER PARTY WILL EVER BE LIABLE FOR(A) DAMAGES FOR LOSS OR CORRUPTION OF DATA OR
CYBER ATTACKS, OR (B) INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. "CONSEQUENTIAL
DAMAGES" INCLUDE BUT ARE NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, REVENUE,
PRODUCTION OR USE AND COSTS INCURRED INCLUDING WITHOUT LIMITATION FOR CAPITAL, FUEL
AND POWER, REPLACEMENT PRODUCT AND CLAIMS OF EACH PARTY'S AFFILIATES.
16.3 No action, regardless of form, relating to this Contract, may be brought more than 2 years after the claim arose.
17. Applicable Law, Disputes, Notices
17.1 Missouri law governs the Contract and its interpretation. The parties agree to exclude any effect on that law of the 1980
United Nations' Convention on Contracts for the International Sale of Goods and, so far as legally possible, any rules
which might apply the laws of anotherjurisdiction.
Form: TQS-GIS/USA-Edn. 10/18 Page 5 of 6
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17.2 The State of Missouri's courts or the U.S. federal district courts in Missouri have exclusive jurisdiction over all disputes
arising out of the Contract.
17.3 All notices and claims connected with the Contract must be in writing.
18. Entire Agreement
The Contract is the exclusive and entire agreement between the parties on its subject matter. At Acknowledgment,
the Contract supersedes all previous or existing agreements, negotiations, representations and proposals, whether
written, oral, express or implied, on that subject matter.
19. Definitions
In these Terms:
Acknowledgement is Emerson's written acceptance of the PO by means of Emerson's standard order
acknowledgement form, including all text on the form and its attachments.
Affiliate of an entity is any body that entity controls, is controlled by or is under common control with. `Control' of an
entity means the direct or indirect beneficial ownership of more than half the shares, or other participating interest
with the right to vote or to receive profits of that entity.
Contract is the agreement between Customer and Emerson for the supply of the Goods and any Documentation,
Software and Services. The Contract consists of: Emerson's quotation, the PO, the Acknowledgement, these Terms,
and all other documents contained or referred to in the agreement. (See Clause 1.3 for the order of priority of these
documents.)
Contract Price is the total price the Customer must pay Emerson for the Goods, Documentation, Services and
Software licenses.
Customer is the buyer of the Goods, Documentation, Services and Software licenses.
Customer Information is:
a) Customer's name, address, phone number, ship-to recipient and address;
b) similar details for the end-user (if that is not the Customer); and
c) Customer's primary contact's name, address, phone number, and email address.
Cyber Attack means cyber attack, intrusion attempt, unauthorized third party access, and other malicious activity.
Day is any day except Saturdays, Sundays and public holidays at Emerson's office named in the Contract.
Documentation means any manuals, drawings and other documents Emerson must supply with the Goods,
Software and Services.
Emerson is the Emerson Automation Solutions group company which issues the Acknowledgement.
Firmware is any firmware incorporated into Goods Emerson must supply under the Contract.
Goods are the goods Emerson must supply under the Contract.
HSSE is health, safety, security and the environment.
Law is applicable law, including statutory rules and regulations, decrees, directives, orders, by-laws and ordinances
having the force of law.
Personnel is anyone who works for a party (or for an Affiliate or subcontractor of that party). It includes both
employees and contract staff.
PO is Customer's purchase order or acceptance of Emerson's quotation, for the supply of the Goods, Software,
Documentation and Services.
Resale Products are Goods Emerson buys from anyone except an Emerson Affiliate for resale to Customer.
Services are any services Emerson must perform under the Contract.
Site means the places not belonging to Emerson or to an Emerson Affiliate, which are identified in the Contract as
where the Goods are to be installed, and the Services performed.
Software is any software Emerson must supply under the Contract.
Specification is the agreed specification of the Goods, Documentation and Services identified in the Contract or, if
none is identified, Emerson's standard published specification.
Form: TQS-GIS/USA-Edn. 10/18 Page 6 of 6
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EXHIBIT G
Field Service Rates
Domestic Field Engineering 5ervices
OVATION Commercial Rate Schedule for Field Engineering Services
in the Continental USA
Price List 21-040 OVATION
Field Engineering Services for OvationT`" Systems
When included in the scope of Emerson Process Management
Power & Water Solutions, Inc., (Emerson) supply, Emerson
shall, as specified below, furnish the services of field service
personnel for technical assistance including: system upgrades,
on-site maintenance, methods and procedures far the installation
and start-up of the Product covered by the Agreement, or other
engineering services. Unless otherwise agreed upon by Emerson
such services shall be subject to the terms and conditions stated
in Emerson's Terms of Quotation and Sale — Goods & Services
Form TQS-GIS/USA-Edn. 10/18
Classifications of Field Engineering
Class A— Class A Field Engineering Services are those
provided for current and non-current systems and
instrumentation. Specific services provided include system
installation assistance, start-up, maintenance, and technical
assistance.
Class S— Class S Field Engineering Services are those
provided for cybersecurity consulting, design and
implementation services. Specific services provided include
cybersecurity assessments, scheduled cybersecurity services,
Security Center installation services, and other cybersecuriry
related services. Class S also covers the services of netwarking
specialists for the design, configuration, installation and testing
of complex or non-standard netwarking solutions.
Class B Class B Field Engineering Services are those
provided far utility and industrial process control system tuning,
consulting and field design work. Class B also covers the
services of product application specialists far current and non-
current products and systems.
Billing
■ Straight Time — The minimum straight time billing will be
for one-half day's time. Billing will be made in one-half day
increments.
Overtime Overtime will be billed on an hourly basis but a
minimum of four (4) hours will be billed for Saturdays,
Sundays and holidays.
Field Engineering Rates
Emerson Process Management
Power & Water Solutions, Inc.
Pittsburgh, Pennsylvania, USA 15238
Service Rate Definitions
■ Straight Time Rates will apply to all time warked or
traveled during a normal eight (8) hour workday. The normal
8-hour workday as herein used is defined as the hours
between 8:00 a.m. and 5:00 p.m. with one hour for lunch,
Monday through Friday, except legal holidays.
• Overtime Rates will apply to all hours worked ar traveled in
excess of eight (8) hours on weekdays and all time worked ar
traveled on Saturdays, Sundays and holidays.
Traveling Time and Expenses�
Traveling time and expenses for engineers will begin when each
leaves their headquarters and will terminate when each returns.
Private automobile travel will be priced at the current IRS
mileage rate. All traveling and living expenses will be billed at
cost. Field engineers will be allowed an interim trip home every
two weeks. Round trip travel expenses will be billed at those
times in lieu of local living expenses.
Other Charges
The following charges will be in addition to the service rates and
travel and living expenses outlined above.
1. Materials and services furnished by other afFiliates of
Emerson and used on the job will be billed at current list
prices.
2. Services and materials purchased from other vendors or
subcontractars required far the job will be billed at cost plus
applicable markup.
Insurance Coverage
Insurance coverage includes:
■ Workman's Compensation - Statutory limits
■ Comprehensive and General Liability - $1,000,000
■ Automobile Liability -$1,000,000 bodily injury andproperty
damage combined
Categories: Class Ai Class Si Class Bi
Straight Time $2,807/ Man Day $3,295/ Man Day $3,818/ Man Day
Overrime (Weekdays and Saturdays) $ 526/ Hour $ 618/ Hour $ 716/ Hour
Overtime (Sundays and Holidays) $ 702/ Hour $ 824/ Hour $ 955/ Hour
' Rates apply in the continental U. S.A. but not in the states of Alaska and Hawaii.
For standard terms and conditions of sale, refer to Emersods Terms o£Quotation and Sale—Goods & Services Form TQS-GIS/USA-Edn. 10/18
` Receipts for travel and living expenses are not provided. At customer's request, a copy of Emerson travel receipts can be provided at a 5°/ charge added to all
travel and living costs to cover administrative costs.
'�J�' 2018-2020 Emerson. Al] rights reserved. The Emerson logo is a trademark and service mazk of Emerson Electric Co. OvationT"' is a mark of one of the Emerson Automation Solutions family
of business uoits. All other marks are the propeRy of their respective owne�s. The co�ten[s of this publicatioo a�e presen[ed for i�forma[ion purposes only, and while effort has been made to
ensure their accu�acy, they a�e �ot to be constmed as warra�ties or gua�antees, express o� implied, regarding the products or services described herei� or their use or a�plicabiLiTy. All snles a�e
governed by our tenns and conditions, which are available on reques[ We rese�ve the right to modify or improve the designs or specitications of ow� products at a�ry time without notice.
Price List 21-040 OVATION - Revision 24
Prices effective October 1, 2020 and subject to change without notice.
(Refer to Emersods Terms of Quotation and Sale — Goods & Services Form TQS-GIS/USA-Edn. 10/18)
Page - 1
EXHIBIT H
SureService
��
,
EMER54N,
October26, 2021
Mr. Luke Matus
C ity of Fort Worth
Village Creek WWT Plant
4500 Wilma LN
Arlington, TX 76012-5409
Emerson Automation Solutions
6005 Rogerdale Road
Houston, TX 77072
Tel(281)222-2069
Fax(281)988-4440
Subject: SureService (MC556) Budgetary Renewal Offer— WTR210814870MCR1
Dear Mr. Matus:
Emerson Process Management Power & Water Solutions, Inc. is pleased to offer City of Fort Worth —
Village Creek Waste Water Treatment Plant a budgetary renewal proposal for the SureService
maintenance contract.
SureService support programs enhance your plant resources, help you maintain efficiency, reduce plant-
operating costs and provide critical control system support. The SureService managed maintenance
program allows you to customize services to meetyour needs.
Your current contract is comprised of the following services:
• Expert Telephone Support
• Guardian Support
• Sofiware Updates w/ AV
• Scheduled On-Site Service includes 3 days of field service per year. T&L are included
• Training Prog ram includes 1 man-week training course per year at our training center in
Pittsburgh. T&L are not included.
Included with this offer letter are the following attachments:
Attachment 1 identifies your equipment which will be serviced under this offer.
Attachment 2 identifies the services offered and the price of the services.
Attachment 3 describes the services offered.
Attachment 4 sets forth the terms and conditions applicable to this renewal offer as those specifically
contained in "SureSe►vice Contract" dated 11/04. Attachment 4 must be signed and returned to forrn
acceptance of this renewal offer, or issuance of an acceptable purchase order that makes reference to the
said terms as being exclusively applicable. This offer shall remain valid for 90 days from the date of this
letter, unless otherwise extended, modified, orwithdrawn in writing by Emerson Process Management.
Thank you for your continued interest in our products and services. If you have any questions or concems
feel f ree to contact me at (281) 222-2069 or via email at David.Terzian(a�Emerson.com
Sincerely,
David E. Terzian
EMERSON AUTOMATION SOLUTIONS
Power & Water Solutions, Inc.
Attachment 1
Customer : City of Fort Worth
Site . Village Creek WWT Plant
Covered System
Attachment 2
Customer : City of Fort Worth
Sites : Village Creek VWVT Plant
Offer # : WTR210814870MCR1
5-Year Renewal Pricing
(Contract Period: May 1, 2023 -April 30, 2028)
Item SureService Module Year 1 Year 2 Year 3 Year 4 Year 5
#
1 Expert Telephone Support � $20,315 $20,924 $21,552 $22,199 $22,865
2 Guardian Support No Charge No Charge No Charge No Charge No Charge
3 Software Updates $12,373 $12,744 $13,126 $13,520 $13,926
4 PWCS Support 2 $10,516 $25,996 $26,776 $27,579 $28,406
5 EDS Premier Support 3 $7,426 $18,357 $18,908 $19,475 $20,059
6 Scheduled On-Site Service Class A 4 $15,470 $15,934 $16,412 $16,904 $17,411
7 Component Coverage 5 $16,793 $17,297 $17,816 $18,350 $18,901
8 Training Program s $8,770 $9,033 $9,304 $9,583 $9,870
ModuleSubTotal $91,663 $120,285 $123,894 $127,610 $131,438
Less15%GoldPackageDiscount� ($13,749) ($18,043) ($18,584) ($19,142) ($19,716)
AfterPackageDiscountSubTofal $77,914 $102,242 $105,310 $108,468 $111,722
Less5%Multi-YearDiscount8 ($3;896) ($5,112) ($5,266) ($5,423) ($5,586)
AfterMulti-YearDiscounfSubTotal $74,018 $97,130 $100,044 $103,045 $106,136
6a Travel & Living Expenses $1,250 $1,288 $1,327 $1,367 $1,408
Yearly Total $75,268 $98,418 $101,371 $104,412 $107,544
Grand Total $487,013
Notes:
The Expert Telephone Support module is base priced for up to 3 production DCSs per site. This
pricewillbeproratedforanyadditionalproductionsystemunderthesamesite. Anynon-production
systems such as simulators ordevelopment systemswill be supported underthe same module
purchase.
2. Firstyearof PWCS Supportis 5 months pro-rated 12/01/2023-04/30/2024. PWCSSupport pricing
will be guaranteed for up to 3 years. Support pricing for the PWCS will need to be reviewed after
three years to determine if the PWCS modules are still being supported by the 3rd party
vendors. Prices shown for the 4t" and 5`" year are estimates and could change, based upon the
support and evolution ofthe PWCS during that time.
The following PWCS annual licenses are included.
o Application Control
o Antivirus
o Device Control
o Patch Management
o Integrity Control
o Network Monitoring (DRAGOS)
o vSphere Standard Support
3. First yearof EDS PremierSupport is 5 months pro-rated 12/1/2023-04/30/2024.
4. Scheduled On-Site Service includes 5 days of field service per year. Service days are regular 8-
hour days, Monday— Friday, except holidays. Service days must be used during the contractyear
cannot be extended (exceptfor multi-year contract).
5. When outside sourcing factors beyond the control of the company prevent the manufactur� of new
Emerson products of the original design, Component Coverage forthose parts (with an Emerson
part #) will be available as long as the market on the part remains open and repair of those parts is
possible. The company may at times offerfunctional replacement products or refurbished parts.
6. Training includes 2 man-week training course peryearat ourtraining center in Pittsburgh. Travel
and living expenses are not included
7. The SureService Gold package includes our Expert Telephone Support module plus any other
four SureSe►vice modules. Each modulechosen is discounted 15%from the list price.
8. A 5% discount is applied for contracts of three or more years after any applicable package
d iscounts.
4
Attachment 3
List of SureService Modules and Descriptions
Expert Telephone Support
Our SureService Customer Response Center stands ready twenty-four hours a day, seven days a week to
immediatelydiagnose and resolve Ovation DCS problems.
Armed with powerful troubleshooting skills and a thorough knowledge of our control systems, the SureService
support team works with our customers to gather relevant information to correctly identify the problem and
diagnose the situation.
After isolating the problem, the SureService team suggests corrective actions and works with our customer to
resolve the situation.
Ovation Guardian Support
Guardian enables customers to view system-specific data from multiple sources, which can then be analyzed
and used to plan future expenditures and improve decision making. Guardian also provides technical support
information, the status of SureService contracts, and the state of anytechnicalsupportcalls. Users can configure
theirGuardian dashboard to receive automated email messagesforanynumberofsystem related notifications.
The Ovation registration utility is used to collectand analyze relevantdetails aboutthe Ovation system to provide
insightinto any potential disparitieswithin the system.
Also, Internet Information Access is designed specifically for technical plant operations staff, the SureService
web site offers a level of information available only to SureService contract holders. The site provides instant
access to software release notes and the latest technical manuals and userdocumentation. Regular broadcast
emails alert subscribers to the availability of new software releases, new or revised documentation, new web site
features, and more.
Any time of day, customers can com plete a Return Authorization requestvia the web site by filling in the online
form.
The SureService 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, custom ers can subm it requests forsoftware im provements conveniently and report problems online —
a promptreplyfrom ourSureServicesupportteam isguaranteed.
Software Update with Antivirus Program
For systems that include Emerson-validated anti-virus software for virus protection, anti-spam, and content
filtering on Windows-based platforms, customers can subscribe to the SureService Software Update with
Antivirus Program to receive the latesttested and approved protective software to guard againstviruses, cyber-
attacks, and other unwanted intrusions.
Benefits
Includes all the features of the SureService Software Update Program
Receives antivirus signature updates
Includes anti-virus license
Scheduled On-Site Service
Recurring equipmentfailures, m ultiplecalls to the support center, and degrading process effiaency can all signal
the need to tune and adjust a particular system com ponent or perform routine maintenance. By utilizing our
control system, scheduled on-site visits ensure thatcritical clean up, backup, and
maintenance services are performed regularly, withoutdiverting manpowerfrom critical applications. We honor
requests for particularfield engineers whenever possible and the same field engineer is dispatched foreach
scheduled visit. Scheduled On-site Service provides additional staff and supportwhen needed, keeping conU�ol
systems running at peak performance.
Customers who subscribe to on-site service can schedule service visits on a regular basis or as-needed.
Scheduled on-site service includes simple control system changes, PID and algorithm adjustments, and other
cleanup and inspection services, which can significantly im prove plant performance.
Additionally, regular routine system can decrease parts failures and improve the overall process. Maintenance
and preventative activities include (butare notlimited to):
■ Back up DPU/Controllerapplication software to the hard drive and tape
■ Perform Ovation database reconciliation and verification
■ Back up the Software Serverto tape
■ Perform file clean-up on the Software Serverand otherWEStations
■ Implementminorcontrolandgraphicschangesatthedirectionofthecustomer
■ Download and analyzealarm history.
■ Checkconfigurationfilesforconsistency
Emerson Training Programs
Emerson's Training Programs are designed for the ongoing education and development of the operators,
engineersand techniciansthatsupportplantoperations. When training is builtinto a SureService contract, plant
staff can attend training courses as needed.
Many of our SureService supportengineers have training and education backgrounds. This provides them with
the abilityto communicate clearlyand targetopportunitiesforoperatorsto improvetheirskills to better support
your control system. Including training programs in a SureService contract encourages plant support staffs to
develop new skills to communicate with the SureService team during support calls or on-site visits. Whenever
possible,the SureServicesupportengineersrecommend specifictraining coursesorcustom training programs
to improve plantoperations.
Ovation training programs include:
■ Standard course offerings
■ On-site and customized training programs
• Training atcustomersites
• Custom-developed course content
• On-line instructor-led classesthrough Emerson'sVirtual Classroom
We offer curricula in both Ovation and WDPF platforms. These comprehensive training programs address the
configuration, programming, administration, and operation of our product lines. Operators, technicians, and
engineers gain an individual perspective on the understanding and operation of an Ovation or WDPF system.
�
Power & Water Cybersecurity Suite (PWCS) Support
This module is applicable forthe PWCS 3.4 and forward, and is designed to keep the software, conter�ts,
orlicenseelementspromptlyupdatedand thehardwarecomponentsquicklyrepaired incaseofinechanical
failures. In general, the SureService supportfor each of the preceding functions includes:
• Sofiware updates for maintenance releases and improvements
• Contentupdatesforthevulnerabilitydatabase,latestsecuritypatchesandsignatures,andupdated
security policies or rule settings
• License renewals where applicable
The PWCS consistsof thefollowing functionsthat pertain to what is included in the PWCS Support Module:
• Patch Management
• Antivirus
• Device Control
• Application Control
• Security Incident & Event Management
• Network Intrusion Detection
• System Backup & Recovery
EDS Services
Basic EDS Support
Basic EDS support includes 4 components; telephone service, remote troubleshooting, internet irrformation
access and software updates.
• Expert Telephone Service — Emerson's SureService support center is available 24 hours a day, seven
days a week to assist with quickly diagnosing EDS issues and providing suggestions to resolve the
problem
• RemoteLoginSupport-SureServiceexpertswillremotelylogintothecustomer'scontrolsystemusing
a secure Virtual Private Network (VPN) to troubleshoot EDS issues. Implementation of this service
requires installation of a dedicated SureServiceStation on the customer's DCS network and a VPN
connection
• Email Information Exchange - Customers with basic service can obtain d irect support by exchanging
important operating iriformation through email and a secure large-file transfer site
• Software Updates - The basic EDS support package includes installation of EDS software `patches'
that modify orfix minor issues associated with the initial release ofthe customer's EDS system
PremierEDS Support
Enhance the basic EDS support package by subscribing to Premier EDS support. The Premier level
includes all the components contained in the basic EDS support package, as well as access to the EDS
Mobile ConnectivityforApple and Android devices and is augmented byannual EDSsoftware upgrades.
EDS Premier level subscriptions provide a full EDS software update once per year, including the EDS
terminal application suite, EDS data server and control system interface.
Component Coverage
The SureService team stands ready to eliminate costly interruptions to plarit operations by returning failed
components to normal. A staff of highlytrained technicians and inspectors follow strict methodologies to
ensure that critical parts are replaced or repaired quickly, thereby minimizing downtime and maximizing the
efficiency of the customer's operations. By including the cost of all component repairs under a single, fixed
fee, costly budget overruns are eliminated.
7
When possible, Component Coverage subscribers don't waitfor repair of maffunctioning parts--as soon as
Emerson receives a defective part, a replacement part is located within the exchange inventory and
shipped.
SureService 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 theprocess, theSureService team works quicklyto ensure minimal disruptions to normal plarit
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.
When outside sourcing factors beyond the control of the company preventthe manufacture of new Emerson
products of the original design, Component Coverage for those parts (with an Emerson part #) will be
available as long as the market on the part remains open and repairof those parts is possible. The company
may at times offerfunctional replacement products or refurbished parts.
SureServiceT"' Terms and Conditions
Module Descriptions
Expert Telephone Support
Telephone support is available through the Emerson Support Center 24 hours a day, 7 days a
week. The Emerson Support Center is staffed with Ovation and WDPF experts who are readily
available to handle questions and technical problems.
Remote System Diagnostics
If a system problem cannot be resolved through telephone support, and if requested by the
customer, the Emerson support engineer can remotely log into the customer's system via modem to
troubleshoot the problem. Emerson will then advise the customer of the corrective actions required
to return the system to automatic control or normal operation. If it is determined that on-site
assistance is required; a field service engineer can be dispatched to the customer site. The field
service rate shall be the current published rate.
Emerson also offers online conferencing using tools such as Live Meeting or WebEx. An internet-
connected computer which can either issue or accept online conferences is required.
This service is available for those systems where an Ovation or WEStation SS/SDS system is
presently installed. The Remote System Diagnostics module requires the purchase of the Expert
Telephone Support module. An analog telephone line is required and must be available for the
modem connection.
As an alternative to modem remote login, a VPN connection can be established via a SureService
Server. Please see the Web-enabled Modules section for a description and requirements.
Internet Information Access
Emerson will provide user ID's and passwords for access to the SureService Website. This site is
specific for SureService Contract customers, as much of the content of the site is Emerson
proprietary information. To obtain access to the SureService Website, go to
www.ovationusers.com and click on "Apply for Web Access."
Scheduled On-Site Service
Emerson will provide a mutually agreed upon number of scheduled on-site service visits throughout
the Contract year. Emerson will attempt to consistently provide the requested field engineer for
scheduled maintenance. Scheduled On-Site Service visits must be used during the contract year or
will be forfeited. Travel and living expenses will be billed at cost or can be priced in to the contract.
Emergency/Priority On-site Service
If a problem cannot be resolved through the telephone service, Emerson will dispatch a field
engineer to the site within 24 hours to rectify the problem. Emerson will provide a mutually agreed
upon number of emergency on-site service visits throughout the Contract year. Emergency On-Site
Service visits must be used during the contract year or will be forfeited. All travel and living
expenses will be billed at cost. Emerson will provide a mutually agreed upon number of emergency
on-site service visits throughout the Contract year. Emergency On-Site Service visits must be used
during the contract year or will be forfeited. All travel and living expenses will be billed at cost.
SureService
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SureServiceT"" Terms and Conditions Module Descriptions
Data Sheet
Component Coverage
The cost for standard repair or exchange and return of defective parts/devices is included in this
coverage.
A part/device is defined as a component that has an assigned Emerson Process Management
Power & Water Solutions part number.
Repair means that the customer (at the customer's expense) sends Emerson a defective
part/device, Emerson repairs and returns (at Emerson's expense) the same part/device to the
customer; provided that the part/device is in a repairable state and that components are available to
Emerson for repair. Exchange means that the customer sends Emerson a defective part/device,
and the customer is sent a working part/device from Emerson's exchange inventory; provided that
the part/device is available for exchange. Unless the customer specifically requests the original
part/device to be returned, Emerson has the option to either repair or exchange the defective
part/device. If a part/device is not repairable or available in Emerson's exchange inventory, the
customer will be advised to purchase a new part/device at the standard list price. The price of the
new part/device is not covered under Component Coverage.
If an emergency situation exists, Emerson will expedite shipment of an available exchange
part/device for the drops detailed in the List of Equipment, and the customer will ship (at its
expense) the defective part/devise to Emerson. The customer will be charged the standard list price
if the defective part/device is not shipped to Emerson within 10 working days.
Prior to initiating Component Coverage, Emerson reserves the right to perform a visual inspection of
all drops to determine their current state of repair. If a part/device is discovered damaged, Emerson
will recommend that it be repaired before the Component Coverage is initiated. If the customer
chooses not to repair said part/device, it will be excluded from the Component Coverage. All
parts/devices whether repaired or exchanged will be updated to the latest revision before shipment
to the customer.
Classic System Component Support
This module was designed to extend parts exchange and repair service to control systems that
have reached "Retired" status as outlined in Emerson's Product & Software Support Policy.
A part/device is defined as a component that has an assigned Emerson Process Management
Power & Water Solutions part number.
Repair service means that the customer sends (at the customer's expense) Emerson a defective
part/device, Emerson repairs and returns (at Emerson's expense) the same part/device to the
customer; provided that the part/device is in a repairable state and that components are available to
Emerson for repair. Parts Exchange means that the customer sends Emerson a defective
part/device, and the customer is sent a working part/device from Emerson's exchange inventory;
provided that the part/device is available for exchange. Unless the customer specifically requests
the original part/device to be returned, Emerson has the option to either repair or exchange the
defective part/device.
Customers will 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 and exchange of parts/devices that are repairable and/or
are available for exchange.
SureService 2 11 /04
SureServiceT"" Terms and Conditions Module Descriptions
Data Sheet
Software Upgrade Service
Emerson will provide all current Ovation software major releases during the length of the contract.
All Ovation Software will be provided on the standard Emerson media appropriate for the type of
software. Hardware upgrades and/or additions that may be required to support new software levels
are not included, nor are third party software, installation, or re-testing.
Emerson Training Programs
Emerson Training Programs are designed for the ongoing education and development of operators,
engineers, and technicians that support plant operations. Emerson offers curricula in either the
Ovation or WDPF Ovation platforms. These comprehensive training programs address the
configuration, programming, administration and operation of the Ovation and WDPF product lines.
Operators, technicians, and engineers can gain an individual perspective on the understanding and
operation of the Ovation and WDPF systems.
Software Updates
Following the initial release of a major software level such as Ovation 2.X, 3.X, etc. any number of
smaller software updates are written to modify, enhance, or fix minor issues associated with the
initial release and are compiled into software updates. The Software Update module provides the
customer with the latest software updates of its control system. The updates will be mailed to the
customer upon release.
Field Service
Customers will 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 field service. Emerson will attempt to provide the requested field
engineer for field service. The field service rate shall be the current published rate. Travel and living
expenses will be billed at cost.
Ovation Guardian Support
Guardian enables customers to view system-specific data from multiple sources, which can then be
analyzed and used to plan future expenditures and improve decision making. Guardian also
provides technical support information, the status of SureService contracts, and the state of any
technical support calls. Users can configure their Guardian dashboard to receive automated email
messages for any number of system related notifications. The Ovation registration utility is used to
collect and analyze relevant details about the Ovation system to provide insight into any potential
disparities within the system.
Ovation Security Center Support
Designed to keep both the hardware and software elements of the Ovation Security Center
performing at their highest levels. The module consists of software updates and security patches for
each of the licensed components of the Ovation Security Center, as well as component repair and
annual license renewal.
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SureServiceT"" Terms and Conditions Module Descriptions
Data Sheet
Cyber Security Assessment
The Cyber Security Assessment service can assist in identifying threats and vulnerabilities that
could impact the reliability and availability of your critical control systems, process data, and
network operations.
The assessment is specifically designed to aid in identifying the current state of your security
posture, by providing a better understanding of the strength of defenses against cyber-attacks.
The Cyber Security Assessment service includes the following key objectives and deliverables:
■ System and network security controls analysis
• Inventory and audit of all IP-based cyber assets
■ Host-based vulnerability assessment with full port, protocol, service and system scanning
■ Network security analysis, logical network mapping, cyber threat, and risk modeling
■ Risk mitigation analysis, review, and reporting
Web—enabled Modules
Web Connection and Setup
The PC-based server will need to be purchased from Emerson and installed adjacent to an existing
control system. The server will act as a gateway between the control system in the control room and
the Emerson Support Center in Pittsburgh, Pennsylvania.
The server connects to the control system through a network interface port on the PC. On Ovation
systems, it will link directly to one of the network switches. On WDPF systems, it will link to the hub
of the Information Highway. The maximum distance between the server and the connecting point of
the system will be limited only by the applicable communication standard.
The server shall also be connected to the site's local area network (LAN) through a customer's
supplied router. The Emerson Support Center remotely accesses to the server via a virtual private
network (VPN) established by the customer. The server and/or the router require a static IP address
and/or a static NAT, respectively.
An Internet connection via a customer's deployed VPN (Virtual Private Network) is required for any
web-enabled SureService module.
Remote System Diagnostics via SureService Server
If a system problem cannot be resolved through telephone support, and if requested by the
customer, the Emerson support engineer can remotely log into the customer's system via VPN to
troubleshoot the problem. Emerson will then advise the customer of the corrective actions required
to return the system to automatic control or normal operation. If it is determined that on-site
assistance is required; a field service engineer can be dispatched to the customer site. The field
service rate shall be the current published rate.
This service is available for those systems where an Ovation or WEStation SS/SDS system is
presently installed. The Remote System Diagnostics via SureService Server module requires the
purchase of the Expert Telephone Support module.
Software Archiving Service
On a mutually agreed upon basis, the plant system's software server drop will perform an automatic
backup of the application software during off-peak hours. The application software includes data
files, such as system database, control sheets, graphics programs, HSR Pic files, log report, etc.,
and configuration files for MMI, HSR, log server, data links, etc. This backup will then be transferred
to the server (located at the customer's plant) through the network.
SureService 4 11 /04
SureServiceT"" Terms and Conditions Module Descriptions
Data Sheet
Emerson Support Center will initiate a request for archiving the most current backup from the
server. The successfully transferred files to Emerson will be dated and stored. All files remain
stored for four weeks. The local backup on the server will be available for a week until being
overwritten by the next one.
In the event that software reloading becomes necessary, upon the customer's request, the Emerson
Support Center will perform remote reloading from the selected archived file stored at Emerson.
The plant operators in the customer's control room will support the system recovery efforts.
Online Tutoring
Emerson instructors will provide tutoring for troubleshooting, diagnostics, maintenance, operations,
and other functions, by accessing the customer's system and operating environment via the
Internet. The scheduled one-hour tutoring sessions are designed to refresh the skills of experienced
personnel and provide basic tutoring for new operators. Instructors are assigned based on the
subject matter and requests for specific instructors are honored whenever possible.
Software Updating
Emerson's Software Updating provides the customer with software updates immediately without
complicated installations. The software updates are loaded directly from Emerson, via the Internet
to the server at the customer's site. The software updates include relevant update documentation
and media information.
Application Enrichment
Emerson will modify existing software to maintain a route for constant system improvements and
additions by remotely logging into the customer's control system via the Internet. This service is
based on a mutually acceptable schedule and performed at the customer's request.
Ovation Evergreen
Ovation Evergreen
Emerson will replace the mutually agreed upon covered components, such as the network,
workstations, and the latest revision of system software. Emerson will provide the on-site installation
of components and software. During the program period, Emerson will provide periodic software
updates as they become available.
Each offering is customized to individual customer needs, targeting the following components:
Network (FDDI/CDDI migration to Fast Ethernet)
Workstations
Servers
System Software
During the three-year time period, all covered components will be replaced once, after the first 15
months, at a mutually agreed upon time. The components will be the latest Emerson approved
release of hardware and software, including the operating system at the time of replacement.
SureService 5 11 /04
EXHIBIT I
Emerson Cybersecurity Risk Management Reference
Emerson-CYBER-REFDOC20210601
Emerson Cybersecurity Risk Management Reference Document
This Cybersecurity Risk Management reference document describes how Emerson will assist its customers in
their compliance with applicable cybersecurity related laws and regulations, which may include the Critical
Infrastructure Protection ("CIP") reliability standard CIP-013-1: Cybersecurity — Supply Chain Risk Management
("CIP-013") Requirement R1.2 relating to security controls for vendors. This document is based on the Model
Procurement Contract Language Addressing Cybersecurity Supply Chain Risk promulgated by Edison Electric
Institute ("EEI").
Definitions
The following definitions apply only to the terms and conditions in this document:
"BES" means Bulk Electric System as defined by the North American Energy Regulatory Commission (NERC)
Reliability Standards Glossary of Terms (Glossary).
"CEII" means Critical Energy Infrastructure Information and/or Critical Electric Infrastructure Information as
defined by the Federal Energy Regulatory Commission (FERC).
"Emerson" means Emerson Process Management Power & Water Solutions, Inc. in relation to supplying a
product or service.
"Company" means the organization that acquires or procures a product or service.
"Confidential Information" means, for purposes of these terms and conditions, any and all information
concerning Company and its business in any form, including, without limitation, the products and services
provided under this Addendum, that is disclosed to or otherwise learned by Emerson during the performance of
this Addendum. Such information must be reduced to writing and clearly identified as confidential and/or
proprietary.
"Disclosed" means any circumstance when the security, integrity, or confidentiality of any Confidential
Information has been determined by Emerson to have been compromised in any material fashion, which may
include incidents where Confidential Information has been accessed, acquired, modified, used, or disclosed by
any unauthorized person, by any person in an unauthorized manner, or for an unauthorized purpose.
"Restricted Information" means any Confidential Information that is additionally and clearly identified by the
Company as Restricted Information under applicable statutes and/or regulations such as Company CEII or BES
Cyber System Information (BCSI) information as defined by the Glossary.
Company will only transmit such information via a mutually agreed secure mechanism. Emerson will treat all
Confidential Information, including Restricted Information, in a no less restrictive manner than it treats its own
Confidential Information. Emerson can agree to additional protections for specific information, but this may cause
increases in scope, cost, and/or may require additional or different services agreements.
"Security Incident" means when Emerson confirms that (1) Confidential and/or Restricted Information in the
possession of the Emerson has been Disclosed and such disclosure materially affects the Company Confidential
Information, or (2) an incident has occurred that materially and adversely affects products and services provided
by Emerson.
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1. Notification of Emerson-identified incidents (Requirement R1.2.1)
Emerson agrees to notify Company within 72 hours whenever Emerson confirms that a Security Incident
has occurred.
To the extent Emerson is the sole cause of a Security Incident, Emerson shall provide reasonable cooperation to
Company in Company's efforts to determine the risk to the BES posed by the Security Incident, including, upon
written request from Company, providing additional information to the extent reasonably possible regarding the
Security Incident. Company will designate a single point of contact who will lead their Security Incident
investigation, and all such efforts will be coordinated with that individual.
2. Coordination of responses to Emerson-identified incidents (Requirement R1.2.2)
Development and Implementation of a Response Plan: Emerson shall maintain policies and procedures to
address Security Incidents ("Response Plan") designed to (1) mitigate the harmful effects of Security Incidents,
(2) remediate such Security Incidents, and (3) prevent the recurrence of Security Incidents in the future. The
development, maintenance, and implementation of the Response Plan shall follow applicable industry practices.
Prevention of Recurrence: Emerson shall develop a plan to reduce the likelihood of the same or a similar
Security Incident occurring in the future, consistent with the requirements of its Response Plan, and shall
communicate that plan to Company. Emerson shall provide recommendations to Company on actions that
Company may take to assist in the prevention of recurrence, as applicable or appropriate.
Coordination of Incident Response with Company: To the extent Emerson is the sole cause of any Security
Incident, within 30 days of notifying Company of the Security Incident, Emerson shall recommend actions to be
taken by Company on Company-controlled systems to reduce the risk of a recurrence of the same or a similar
Security Incident, including, as and to the extent deemed appropriate by Emerson, the provision of action plans
and mitigating controls. Emerson shall take reasonable steps to coordinate with Company in developing mitigating
controls and recovery efforts, to the extent the parties mutually determine such plans and controls are necessary.
Notification to Affected Parties: Emerson will, to the extent it is the sole cause of any Security Incident, at its
cost and expense, provide reasonable assistance and cooperation to Company's investigation of a Security
Incident, and other remedial measures determined to be necessary by agreement of the parties in connection with
a Security Incident.
In the event a Security Incident causes only Company Information to be Disclosed, such that notification is
required to be made to any person or entity, including without limitation any customer, shareholder, or current or
former employee of Company, under any applicable laws, including privacy and consumer protection laws, or
pursuant to a request or directive from a governmental authority, such notification will be provided by Company,
with Emerson's consent to the contents of such notice, except to the extent such notice is specifically required by
applicable law or regulations. Emerson's consent shall not be unreasonably withheld. The parties will mutually
agree on the timing and method of providing such notification. Emerson will directly notify appropriate
governmental authorities, to the extent required by applicable law.
3. Termination of Access Control of Emerson Representatives (Requirement R1.2.3)
Development and Implementation of Access Control Policy: Emerson shall maintain policies and procedures
to address the security of remote and onsite access to Company Information, Company systems and networks,
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and Company property ("Access Control Policy") that is consistent with industry standard personnel management
requirements, which may include ISO-27002, Section 9"Access Control" and also meets the following
requirements:
• Company Authority Over Access: In the course of furnishing products and services to Company,
Emerson shall not access, and shall not permit its employees, agents, Emersons, and other personnel or
entities within its control ("Emerson Personnel") to access Company's property, systems, or networks or
Confidential Information without Company's prior express written authorization. Such written authorization
may subsequently be revoked by Company at any time in its sole discretion. Further, any Emerson
personnel access shall be consistent with, and in no case exceed the scope of, any such approval granted
by Company. All Company authorized connectivity or attempted connectivity to Company's systems or
networks shall be in conformity with Company's security policies as and to the extent provided to Emerson
prior to issuance of a contract and/or purchase order subject to these terms.
• Emerson Review of Access: Emerson will review and verify Emerson Personnel's continued need for
access and level of access to Company Information and Company systems, networks and property on a
semi-annual basis and will retain evidence of the reviews for two years from the date of each review.
• Company Review of Access: Company will review and verify Company Personnel's continued need for
access and level of access to Emerson Information and Emerson systems, networks and property on a
quarterly basis and will retain evidence of the reviews for two years from the date of each review.
• Notification and Revocation: Emerson will immediately notify Company in writing at the at the mutually
agreed email address identified by the parties in writing (no later than close of business on the third
business day as the day of termination or change set forth below) and will immediately take all steps
necessary to remove Emerson Personnel's access to any Company Information, systems, networks, or
property when:
(i) any Emerson Personnel no longer requires such access in order to furnish the services or products
provided by Emerson
(ii) any Emerson Personnel with unescorted physical or interactive access to Company BES cyber systems
is terminated or suspended or their employment is otherwise ended (in such case, notification will be made
within 24 hours of such termination or suspension by Emerson)
(iii) Emerson reasonably believes any Emerson Personnel poses a threat to the safe working environment at
or to any Company property, including to employees, customers, buildings, assets, systems, networks, trade
secrets, confidential data, and/or employee or Company Information, (in such case, notification will be made
within 24 hours of such determination by Emerson)
(iv) there are any material adverse changes to any Emerson Personnel's background history, including,
without limitation, any information not previously known or reported in their background report or record,
(v) any Emerson Personnel fails to maintain conduct in accordance with the qualification criteria set forth in
Emersons documented adjudication criteria.
(vi) any Emerson Personnel loses their U.S. work authorization, or
(vii) Emerson's provision of products and services to Company is either completed or terminated, so that
Company can discontinue electronic and/or physical access for such Emerson Personnel.
Emerson will take all steps reasonably necessary to immediately deny such Emerson Personnel electronic and
physical access to Company Information as well as Company property, systems, or networks, including, but not
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limited to, removing and securing individual credentials and access badges, multi-factor security tokens, and
laptops, as applicable, and will return to Company any Company-issued property including, but not limited to,
Company photo ID badge, keys, parking pass, documents, or laptop in the possession of such Emerson
Personnel. Emerson will notify Company at the mutually agreed email address identified by the parties in writing,
once access to Company Information as well as Company property, systems, and networks has been removed.
4. Emerson Vulnerability Disclosure and Remediation (Requirement R1.2.4)
Emerson shall maintain policies and procedures to address the disclosure and remediation by Emerson of
vulnerabilities related to the products and services provided to Company including the following:
a) Prior to the delivery of the procured product or service, Emerson shall provide notice of publicly
disclosed material vulnerabilities that have been mitigated in the procured product or services, the
potential impact of such vulnerabilities, the status of Emerson's efforts to mitigate those publicly
disclosed vulnerabilities and material defects, and Emerson's recommended corrective actions,
compensating security controls, mitigations, and/or procedural workarounds.
b) Emerson shall follow a"Coordinated Vulnerability Disclosure" such as documented in ISO-29147
"Vulnerability Disclosure", or NIST Cybersecurity Framework version 1.1. RS-AN-5. Possible mitigations
may include a software patch/update, configuration change, procedural work- around, firewall policy
change, etc. Vulnerabilities will be prioritized and mitigated according to their criticality in the applicable
environment for the products and services provided, such as an Industrial Automation Control System
environment.
c) Prior to delivery of any system, Emerson shall disclose the existence of all intentionally introduced
backdoors.
d) Emerson shall implement a vulnerability detection and remediation program consistent with applicable
industry standards, such as ISO-27002 or IEC 62443-4-1 IACS Secure Development Lifecycle.
Disclosure of Vulnerabilities by Company: Company and Emerson will agree on the manner, timing, and
method by which any vulnerabilities or defects in the products and services provided by Emerson are disclosed to
any regulatory authorities with appropriate jurisdiction. Notwithstanding the foregoing, Company may make the
minimum required disclosures required by applicable law or regulations without Emerson's agreement, subject to
any applicable confidentiality requirements or terms and conditions.
5. Verification of software integrity and authenticity (Requirement R1.2.5)
Hardware, Firmware, Software, and Patch Integrity and Authenticity:
a) Emerson shall maintain risk management practices for supply chain delivery of hardware, software
(including patches), and firmware provided to Company. Emerson shall maintain documentation of its:
chain-of-custody practices, inventory management program (including the location and protection of
spare parts), information protection practices, and integrity management program for components
provided by sub-suppliers.
b) Emerson shall specify how digital delivery for procured products (e.g., software and data) including
patches will be validated and monitored to ensure the digital delivery remains as specified by the
mutually agreed specifications of any work provided by Emerson. If Emerson deems that it is warranted,
Emerson may apply encryption or other mechanisms to protect the digital delivery of products.
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c) For patches specifically provided by Emerson, if Emerson provides software or patches to its proprietary
software (excluding any third party software) to Company, Emerson shall publish or provide a hash
conforming to the Federal Information Processing Standard (FIPS) Security Requirements for
Cryptographic Modules (FIPS 140-2) or similar standard information on the software and patches to
enable Company to use the hash value as a checksum to independently verify the integrity of the
software and patches and avoid downloading the software or patches from Emerson's website that has
been surreptitiously infected with a virus or otherwise corrupted without the knowledge of Emerson.
d) Upon written request, Emerson agrees to comply with applicable laws specifically governing its
procurement process, and agrees to provide an affirmative assertion, no more than once per calendar
year, confirming its compliance with such laws.
e) Emerson shall use mutually agreed methods to ship procured products to Company, such as U.S.
registered mail.
f) The parties may agree to include a method for detecting unauthorized access throughout the delivery
process and will include these requirements in the mutually agreed specifications.
g) Emerson may demonstrate chain-of-custody documentation for procured products as determined by
mutual agreement of the parties which may include tamper-evident packaging for the delivery of
hardware.
Patching Governance for Products and Services Provided by Emerson:
a) Prior to the delivery of any products and services to Company and to the extent required by the mutually
agreed specifications of any agreement, Emerson will maintain its patch management and vulnerability
management/mitigation programs and update process (including third-party hardware, software, and
firmware) for Emerson products, services.
b) Procured products (including third-party hardware, software, firmware, and services) provided by
Emerson will have updates and patches installed prior to delivery to Company in accordance with the
mutually agreed specifications of an agreement.
c) Where and to the extent included in an applicable services agreement purchased by Company,
Emerson shall provide software and firmware updates to remediate newly discovered material
vulnerabilities in its software (excluding third party software) or provide workarounds for such
vulnerabilities.
Viruses, Firmware and Malware:
a) Emerson will use reasonable efforts to investigate whether computer viruses or malware are present in
any software or patches before providing such software or patches to Company.
(i) When installed files, scripts, firmware, or other Emerson delivered software solutions are flagged as
malicious, infected, or suspicious by an anti-virus program provided by Emerson, Emerson will, to the
best of its ability, provide technical background as to why the software should be considered a"false
positive" to ensure their code's supply chain has not been compromised.
Cryptographic Requirements:
a) Where and to the extent included in the mutually agreed specifications of any scope of work, Emerson
shall maintain documentation regarding how the mutually agreed cryptographic methods protect the
confidentiality, data integrity, authentication. This documentation may include the following:
(i)The cryptographic methods (hash functions, symmetric key algorithms, or asymmetric key algorithms).
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b) Emerson will use the cryptographic methods detailed in the mutually agreed specifications of the work,
which may include FIPS 140-. The foregoing statement does not require that Emerson limit the
cryptographic methods that any work provided by Emerson may be capable of providing.
6. Coordination of Controls for Remote Access (Requirement R1.2.6)
Emerson shall coordinate with Company on all remote access to Company's systems and networks.
Controls for Remote Access: Emerson systems that directly, or through any of their affiliates, or service
providers, connect to Company's systems or networks agree to the additional following protective measures:
a) Emerson will not access and will not permit any other person or entity to access, Company's systems or
networks without Company's authorization and any such actual or attempted access will be consistent
with any such authorization.
b) Emerson shall implement processes designed to protect credentials as they travel throughout the
network and shall ensure that network devices have encryption enabled for network authentication to
prevent possible exposure of credentials.
c) For assets owned and/or controlled by the Emerson, Emerson shall ensure Emerson Personnel do not
use any virtual private network or other device to simultaneously connect machines on any Company
system or network to any machines on any Emerson or third-party systems, without prior approval of
Company and ensuring that any computer used by Emerson Personnel to remotely access any
Company system or network will not simultaneously access the Internet or any other third-party system
or network while logged on to Company systems or networks.
d) Emerson shall ensure individually assigned accounts are not shared between Emerson Personnel.
7. Supporting Provisions
Emerson Cybersecurity Policy: Emerson will permit Company to review the Emerson's cybersecurity policy at
Emerson's place of business or through mutually agreed virtual means, which shall be aligned with ISO-27001 as
may be amended. For the avoidance of doubt, Company may not make copies of Emerson's policies, which
includes but is not limited to screenshots.
Return or Destruction of Company Information: Upon completion of the delivery of the products and
services to be provided, or at any time upon Company's request, Emerson will return to Company all
hardware and removable media provided by Company containing Company Information. The hardware should be
physically sealed and returned as mutually agreed by the parties. If the hardware or removable media containing
Company Information is owned by Emerson or a third-party, a written attestation detailing the date of destruction,
will be sent to a designated Company security representative. Emerson's destruction or erasure of Company
Information pursuant to this Section shall comply with applicable industry practices.
8. Audit
Upon a written request from Company, the Emerson shall provide reasonable evidence of relevant
documentation, such as Emerson's ISO-27001 security policies, procedures, evidence, and redacted auditor
reports, that it determines, in its reasonable opinion, demonstrates Emerson's compliance with the security
related requirements of any agreement between the parties. If after review of the foregoing material, the Company
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identifies a security control required by any such agreement that is not addressed within the documentation
provided by Emerson, the parties will meet to determine a mutually agreeable approach to address Company's
concerns.
If no such approach is developed, and the Company still determines, in its reasonable judgement, that an audit of
Emerson's controls specifically required under the contract for the protection of Company's data is required,
Emerson shall provide reasonable cooperation for the Company to perform an in- person audit of Emerson. The
scope of the audit shall be mutually agreed, but in any event limited to a document only and/or physical review of
the security environment and procedural controls at the Emerson's facility, excluding testing, to determine
Emerson's compliance with its contractual obligations specifically relating to the protection of Company's data.
Company audits of the Emerson location shall be performed by a mutually agreed auditor during normal business
hours with at least 30 days' notice. Company is responsible for all costs related to such audit, including Emerson's
time and personnel to support such Audit.
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