HomeMy WebLinkAboutContract 59912DocuSign Envelope ID: 01629A60-1 B3E-44B8-BD36-1A1758D7090B
CSC No. 59912
FORT WORTH
CITY OF FORT WORTH
PURCHASE AGREEMENT BASED UPON AN INTERLOCALAGREEMENT BETWEEN THE
CITY OF FORT WORTH AND DENTON
WHEREAS Section 271.102 of the Texas Local Government Code allows Local Governments to pursue
mutually beneficial and cooperative purchasing programs; and
WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of
the Texas Local Government Code, the City of Fort Worth (Forth Worth), a Texas home -rule municipality
and City of Denton (Denton) have entered into an Interlocal Cooperative Purchasing Agreement on June
20, 2006 which provides that when the one of the Local Government Entities enters into a contract with a
Vendor for goods and services, the other Local Government is able to enter into a Purchase Agreement
with the Vendor under the same terms and conditions offered to the Original Local Government Entity
so long as the Vendor is agreeable. (Copy attached as Exhibit 1);
WHEREAS Prime Controls, L.P. (Vendor) and City of Denton (Denton) entered into a Purchase
Agreement on June 22, 2021 for Supervisory control and data acquisition (SCADA) system maintenance
and services and this Agreement allows other Local Governmental Entities to enter into a
Purchase Agreement with Vendor under the same terms and conditions. (Copy attached as Exhibit 2);
NOW THEREFORE, City and Vendor each of which will individually be referred to as a "Party" and
collectively as the "Parties entered into this Purchase Agreement by and between Prime Controls, L.P.
("Vendor") and the City of Fort Worth, ("City"),
The Parties agree that any references to Fort Worth in Exhibit 2 shall be construed as the City of Fort
Worth for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to the
City as if the contract in Exhibit 2 were originally executed between the City and Vendor. This shall
specifically include any requirements imposed on Vendor by virtue of Fort Worth City Ordinance included
in Exhibit 1.
The Agreement includes the following documents which shall be construed in the order of precedence in
which they are listed:
1. Exhibit 1 — Agreement between the City of Fort Worth and City of Denton;
2. Exhibit 2 — Contract between the City of Denton and Vendor for SCADA
Maintenance identified as Contract No.; 7494-1 SCADA Maintenance & Service
3. Exhibit 3 — Vendor's Quote, Pricing, Scope of Services or Purchase Order;
4. Exhibit 4 — Conflict of Interest Questionnaire.
Exhibits 1, 2, 3 and 4 which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
2 pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits
thereto. In the event of a conflict between Exhibit 2 and this Agreement or Exhibit 1, then this Agreement
and Exhibit 1 shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit 3 and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall
be in the amount of One Million Dollars ($1,000,000.00). Vendor shall not provide any additional items
or services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City shall not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be for one year beginning on June 22, 2021 and ending on June
6, 2024. City shall be able to renew this agreement for three two-year renewal options by written
agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent documents and records of Vendor
involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities subject to Vendor's reasonable rules and regulations while
at Vendor's facilities, and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits, and all such audits shall be conducted on regular business days during Vendor's regular
business hours in a manner that will not unreasonably interfere with Vendor's operations at its facilities.
City's auditors shall present proper credentials to the manager of Vendor's facility at the time that they
are admitted to such.
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 pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
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) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
To CITY:
City of Fort Worth
Attn: Dana Burghdoff, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Prime Controls, L.P.,
Attn: Lain Cloy
1725 Lakepointe Drive
Lewisville, TX 75057
Facsimile: 972.420.4842
[SIGNATURES FOLLOW]
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By:
Date:
Dana Burghdoff (Au 1, 2023 04 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Aug 11, 2023
APPROVAL RECOMMENDED:
2LELAN- tfadeF
By: Christopher Hardkr (Aug 10,2023 13:32 CDT)
Name: Christopher Harder
Title: Water Director
ATTEST:
By:
Name: Janette 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.
By:
Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Jeremy Anato-Mensah
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0550
VENDOR:
Prime Controls, L.P. ,— DocuSigned by:
Auxia
30U6bOSUF4AA...
Name: Jace McNief
Title: President and General Partner
02-Aug-2023 10:13 AM CD
By:
Date:
ATTEST:
,-DocuSigned by:
By: ccnrr, tannt•leeos
Name: Devra Kemp
Title: Contract Administrator
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit 1
ORDINANCE NO. (7Od6 4`a
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ACCEPT AN INTERLOCAL
AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS TO AUTHORIZE
PARTICIPATION IN VARIOUS CITY OF FORT WORTH CONTRACTS FOR THE
PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFORE; AND DECLARING AN EFFECTIVE DATE
(FILE 3589- INTERLOCAL AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or
Interlocal Cooperative Purchasing Program
Section 271.102 of the Local Government
incorporated by reference herein (the "Agreem
his designee is hereby authorized to execute the
Agreement with the City of Fort Worth under
Code, a copy of which is attached hereto and
ent").
SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of various goods and services.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the /& day of %,.i (Oj71.426/2,- 2006.
PE R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYL)ER, CITY ATTORNEY
BY:
2-ORD-Interlocal Agreement With Fort Worth
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Fort Worth & Denton
Cooperative Purchasing Interlocal Agreement
CITY SECRETARY
CONTRACT NO.
COOPERATIVE PURCHASING INTERLOCAL AGREEMENT
This Cooperative Purchasing Interlocal Agreement ("Agreement") is made and entered
into as of the date written below between the City of Denton, Texas ("Denton") and the
City of Fort Worth, Texas ("Fort Worth").
WHEREAS, both Denton and Fort Worth have each determined a need for a cooperative
agreement to purchase like goods and services to avoid duplicate procurement efforts and
obtain the benefits of volume purchasing; and
WHEREAS, Denton and the Fort Worth are authorized by Section 271.102 of the Local
Government Code to pursue mutually beneficial and cooperative purchasing programs;
NOW, THEREFORE, for and in consideration of the mutual obligations and benefits
contained herein, Denton and City of Fort Worth agree as follows:
SECTION 1. The purpose of this Agreement is to provide Denton and Fort Worth with
additional purchasing options by satisfying the provisions of Section 271.102 of the
Local Government Code.
SECTION 2. The parties agree that each of the parties shall respectively designate a
person to act under the direction of, and on behalf of, the designating party (the
"Designated Representative").
SECTION 3. At the request of the other party, a party that enters into a contract with a
vendor for goods or services (the "First Purchasing Party") shall attempt to obtain the
vendor's agreement to offer those goods and services to the other party (the "Second
Purchasing Party") for the same price and on the same terms and conditions as have been
offered to the First Purchasing Party. If the vendor so agrees, and if the Second
Purchasing Party is agreeable to such terms and conditions, the Second Purchasing Party
may enter into its own separate contract with the vendor for the purchase of such goods
or services.
SECTION 4. Unless otherwise agreed between the Designated Representatives,
payments for a purchase made by the Second Purchasing Party shall be paid directly to
the vendor and not to the First Purchasing Party. The Second Purchasing Party shall have
the responsibility of determining whether the vendor has complied with any provisions in
its contract with the vendor, including but not limited to those relating to the quality of
items and terms of delivery, and shall be responsible for enforcement of its contract
against the vendor, including all cost of enforcement.
Page 1 of 3
08-04-06 P 12 : 09 IN
Docusign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Fort Worth & Denton
Cooperative Purchasing Interlocal Agreement
SECTION 5. This Agreement will be subject to all applicable federal, state and local
laws, ordinances, rules and regulations.
SECTION 6. This Agreement shall remain in effect from the date of execution until
terminated by either party. This Agreement may be terminated, without cause or penalty,
upon not less than thirty days written notice to the other party.
SECTION 7. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
SECTION 8. If any action, whether real or asserted, at law or in equity, arises on the
basis of any provision of this Agreement, venue for such action shall lie in state courts
located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
SECTION 9. If any term or provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity or enforceability of the remaining terms or provisions
of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or
unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or
enforceable term or provision as similar as possible to the term or provision declared
illegal, invalid or unenforceable.
SECTION 10. Execution of this Agreement does not obligate Denton or Fort Worth to
make any purchase; to pay any membership fee or to otherwise or in any manner incur
any cost or obligation.
SECTION 11. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which shall constitute but one and the same
instrument.
SECTION 12. The undersigned officers and/or agents are properly authorized to
execute this Agreement on behalf of the parties hereto and each party hereby certifies to
the other that any necessary actions extending such authority have been duly passed and
are now in full force and effect.
SECTION 13. All notices, requests, demands, and other communications which are
required or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon the delivery or receipt thereof, as the case may be,
if delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid, to the respective city representative set out below, or his/her designee.
Page 2 of 3
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Fort Worth & Denton
Cooperative Purchasing Interlocal Agreement
EXECUTED this 20th day of June, 2006.
CITY OF FORT WORTH
1000 Throckmorton Street
Fort Worth, Texas 76102
City Manager's Off •
45."
0
Ri hard Zavala
Act ng Assistant City Manager
City Secretary's Office:
Marty Hendrix
City Secretary
r(k\W
DATER t
Approved as to Form and Legality
City i ney's Offi
Amy ' • : ey
Assist • : City Attorney
C-a
Contract Authorization
Date
CITY OF DENTON
215 East McKinney Street
Denton, Texas 76201
City Manager's Office:
Howard Martin
Interim City Manager
City Secretary's 1' ffice:
nifer ',: iters
ty Secretary
DATE deratn / , ,K06
City Attor
Edwin Sny
City Atto
Page 3 of 3
Docusign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Exhibit 2
Docusign City Council Transmittal Coversheet
RFP
7494-1
File Name
SCADA Maintenance & Service
Purchasing Contact
Gabby peeper
City Council Target Date
JUNE 22,
2021
Piggy Back Option
Yes
Contract Expiration
JUNE 22,
2026
Ordinance
21-1194
—Ds
•
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND PRIME CONTROLS, L.P.
(CONTRACT 7494-1)
06/22/2021
THIS CONTRACT is made and entered into this date , by
and between Prime Controls, L.P. a Texas Limited Partnership, whose address is 1725 Lakepointe
Drive Lewisville, TX 75057, hereinafter referred to as "Contractor," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City's document
RFP 7494-1 SCADA Maintenance & Service, a copy of which is on file at the office of Purchasing
Agent and incorporated herein for all purposes. The Contract consists of this written agreement
and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) City of Denton's RFP 7494-1 SCADA Maintenance & Service (Exhibit "B" on
File at the Office of the Purchasing Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Insurance Requirements (Exhibit "D");
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Contractor's Proposal (Exhibit "F");
(g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
DS
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor's signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
,—DocuSigned by:
BY: Aal.Gt, Aux{11,
CITY OF DENTON, TEXAS
DocuSigned by:
BY: S444 Hwy
A-WflelORIZED SIGNATURE 31TERgEn8T INTERIM CITY MANAGER
Printed Name:Jace McNi el
Title: President
972-221-4849
PHONE NUMBER
j.mcniel@prime-controls.com
ATTEST:
ROSA RIOS, CITY SECRETARY
/---DocuSigned by:
BY: g(44 Rze4
— 1 C5CA8C5E175493...
EMAIL ADDRESS APPROVED AS TO LEGAL FORM:
2020-630235
AARON LEAL, CITY ATTORNEY
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER BY:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
SI41All, V. Stephen D. Gay
*MURK. PRINTED NAME
Director, Water and Wastewater
TITLE
Water and Wastewater
DEPARTMENT
,—DocuSigned by:
batik ln,
'—4B070831B4AA438...
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $400,000. Pricing shall be per Exhibit F attached.
2. Contract Terms
It is the intention of the City of Denton to award a contract for three (3) year, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. At the sole option
of the City of Denton, the contract may be further extended as needed, not to exceed a total of six
(6) months.
3. Price Escalation and De-escalation
On Supplier's request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer's price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre -price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
4. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified perfoiivance standards as outlined below:
• Delivery beyond contracted lead times
• Perfoiiiiance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
perfoinuance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor's monthly profit margin.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights -of -way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non -conforming deliverables. If the City
has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the
deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non -complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City's service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor's obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
Contract # 7494-1 SCADA Maintenance &
Service
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non -conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
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performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
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any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contactor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
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claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables,
or replace the non -conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
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of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City's evaluation of and determination to
accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non -conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without
limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post -
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
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any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
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B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers' compensation coverage written by the Texas Workers' Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Contract # 7494-1 SCADA Maintenance &
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Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self -insured
retentions, if any, stated in policies. All deductibles or self -insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
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other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere
in the world of the rights associated with the City's' ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor's breach of any of Contractor's representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor
agrees that the City's specifications regarding the deliverables shall in no way diminish
Contractor's warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
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its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made -for -hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made -
for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work -
made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
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41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision -making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation
solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Contractor shall complete and
submit the City's Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
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paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision -making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
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process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
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approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
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vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - l0d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis -Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide
requirements for drug -free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
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Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government -owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
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1. Final negotiated contract
2. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• Any deductibles or self -insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
• That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
• Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
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• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not Tess than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
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resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[]
Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[]
Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
[]
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger's Liability. Said coverage may be
provided by a Rigger's Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
ATTACHMENT 1
Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01629A60-1B3E-44B8-BD3B-1A1758D7090B
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self -insured, with the
commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Foiiu 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Faun 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 — Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Faun 1295 is acknowledged, it will be posted to the Texas Ethics
Commission's website within seven business days.
Contract # 7494-1 SCADA Maintenance &
Service
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Exhibit- F
PRIME
CONTROLS
Proposal
for
RFP #7494-1 SCADA Maintenance
and Service
Prime Controls Headquarters
1725 LAKEPOINTE DRIVE, LEWISVILLE, TX 75057 (972) 221-4849
WWW.PRIME-CONTROLS.COM
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Proposal for SCADA Maintenance and Service
1. Vendor Description 2
a. Office Locations 2
b. Number of Staff 3
c. Years in Business 3
d. List of Similar SCADA Installations in Texas 4
e. Four Surface Water Treatment Plant References 5
f. Previous Experience with the City of Denton 9
2. Specific Questions 9
a. SCADA Software 9
b. Proficy Historian 9
c. Hach WIMS 10
d. Water/Wastewater Experience 10
e. Specific Experience with Various Products 15
f. Detailed Experience 15
3. Authorized Distributor 16
4. Project Schedule 17
Page 1 of 17
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
1. Vendor Description
Prime Controls is one of the largest System Integrators in the nation. We were established in 1997 to
provide customers with a sole source solution for Industrial Automation services and products. Our
experience includes Water and Wastewater, Canals, Dams, Hydroelectric Power, Oil and Gas,
Semiconductor, Food and Beverage, Pharmaceutical, Cosmetic, Aggregate, Building Products, Electric
Utilities, and Energy Management applications. Recognized nationally for our expertise in Industrial
Automation, SCADA, and Control applications, we have earned the reputation as the premiere true
turnkey Main Automation Contractor in North Texas
As a dedicated System Integrator and l&C Construction firm, Prime Controls is professionally staffed to
supply our customers with all aspects of their Automation and Control needs. We are a Certified System
Integrator for both hardware and software product manufacturers and have access to all required
resources, including Factory support services. Our experience and relationships with multiple
manufacturers allow us the unique ability to work closely with our customers from project design to
post project maintenance.
Prime Controls performs the following tasks with our own employees:
Instrument Calibration
Electrical Controls Installation
Mechanical Controls Installation
Commissioning
Start -Up
Testing
Maintenance
a.
Control System Design
Electrical Power Design
Control System Engineering
Software Development
PLC, HMI, and SCADA Programming
Control Panel Assembly
Cybersecurity Evaluation and Implementation
Instrument Specification and Procurement
Office Locations
Prime Controls — Headquarters
1725 Lakepointe Drive
Lewisville, TX 75057
Phone (972) 221-4849
Prime Controls — New Orleans
110 Phlox Avenue
Metairie, LA 70001
Phone (504) 301-3631
Prime Controls — South Texas
144 Windy Meadows Drive
Schertz, TX 78154
Phone (210) 718-0040
Prime Controls — West Texas
4136 Business Park Drive
Amarillo, TX 79110
Phone (806) 553-7880
Prime Controls — Colorado
7270 Gilpin Way
Denver, CO
Phone (720) 307-1141
Prime Controls — Southeast Texas
12144 Dairy Ashford, Building 3
Sugar Land, TX 77478
Phone (713) 244-9747
Prime Controls — Oklahoma
9428 South 68th East Avenue
Tulsa, OK 74133
Phone (918) 496-2606
Prime Controls — Central Texas
16821 Joe Barbee
Pflugerville, TX 78660
Phone (512) 375-3580
Page 2 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Prime Controls — East Texas
1065 N. Jackson Street
Jacksonville, TX 75776
Phone (903) 245-0969
Prime Controls — Midland
13020 Highway 191 West, Suite C
Midland, TX 79707
Phone (210) 718-0040
b. Number of Staff
Prime Controls — Southwest
1515 W. University Drive
Tempe, AZ 85281
Phone (602) 377-2844
Prime Controls employs 428 people in the following disciplines:
DISCIPLINE
NO. OF EMPLOYEES
Account Managers
12
Accounting
8
Administrative
22
Automation Specialists
95
Construction Managers
28
Design
36
Documentation
6
Electricians
47
Engineering Manager
1
Estimating
4
Executive
4
Facilities
3
IT
12
Panel Shop
18
Project Engineers
13
Project Managers &
Assistants
45
QA/QC
4
Safety
11
Sales and Marketing
5
Technicians
53
Trainer
1
TOTAL
428
c. Years in Business
Prime Controls is a limited partnership that was founded March 1, 2004. The company was previously
known as I&C Sales, Inc. which started in 1997.
Page 3 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
d. List of Similar SCADA Installations in Texas
1. North Texas Municipal Water District-6 Water Treatment Plants, 100 remote sites
2. Dallas Water Utilities-3 Water Treatment Plants, 42 remote sites
3. San Antonio Water System-1 Water Treatment Plant, 18 remote sites (Twin Oaks Brackish
Groundwater Desalination)
4. City of Carrollton-29 remote sites
5. City of Denton-2 Water Treatment Plants, 6 remote sites
6. Guadalupe -Blanco River Authority-3 Water Treatment Plants, 7 remote sites
7. Gulf Coast Water Authority-1 Water Treatment Plant (50MGD), 18 remote sites
8. City of Georgetown-3 Water Treatment Plants, 18 remote sites
9. Trinity River Authority of Texas-3 Water Treatment Plants, multiple remote sites
10. City of Pasadena-4 Water Treatment Plants, 17 remote sites
11. City of Richardson-20 remote sites
12. City of San Angelo-1 Booster Pump Station, 12 remote sites
13. Seminole -Gaines County-1 Water Treatment Plant, 8 remote sites
14. San Jacinto River Authority-10 remote Water Treatment Plants
15. City of Sugar Land-7 Water Treatment Plants, 8 remote sites
16. Travis County Water District 17-1 Water Treatment Plant, 12 remote sites
17. West Harris County Regional Water Authority-2 Water Treatment Plants, 48 remote sites
18. City of Addison-4 remote sites
19. Aquilla Water Supply District-1 Water Treatment Plant, 18 remote sites
20. City of Arlington-2 Water Treatment Plants, 26 remote sites
21. City of Cleburne-1 Water Treatment Plant, 13 remote sites
22. City of Grapevine-1 Water Treatment Plant, 4 remote sites
23. City of Midlothian-1 Water Treatment Plant, 4 remote sites
24. City of Mineral Wells-1 Water Treatment Plant, 7 remote sites
Page 4 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
e. Four Surface Water Treatment Plant References
• Project Number 1
Project Name: Baytown Area Water Authority 6 MGD Surface Water Treatment Plant
Owner Contact: Sterling Beaver
BAWA Superintendent
281-420-5310
steriling.beaver@baytown.org
Completion Date: November 2020
PLC: Allen-Bradley ControlLogix, 4 ea. and CompactLogix, 3 ea.
I/O Points: 1,052
SCADA Software: VTScada
Contract Value: $1,889,352.00
Scope: Complete Control System for a 6 MGD Surface Water Treatment Plant
r
n
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i5
urLt LEGEND
s
a
1
r
ORAVIMCI
n� in
in[ n n
_
CI 6
~ - --- ----- ---- ;
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0
;0
4
4
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PRIBIE
BAYTOWN AREA WATER AUTHORITY
6 MOD SURFACE WATER TREATMENT PLANT
. ,n f - -m. .s m,
Page 5 of 17
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
• Project Number 2
Project Name: City of Granbury Water Treatment Plant Improvements Phase II
Owner Contact: JG Brite
City of Granbury
817-573-7932 ext 1721
Completion Date: October 2020
PLC: Allen-Bradley ControlLogix, 3 ea.
I/O Points: 352
SCADA Software: Wonderware
Contract Value: $1,889,352.00
Scope: Control system to integrate an expansion of a Pall Membrane Filter system, expansion of the
Reverse Osmosis system including 2 new skids, and other modifications to increase the Surface Water
Treatment Plant capacity from 2.5 MGD to 5.0 MGD.
41 irH-
�ri-x �
1Sra-
n+CPu
agsn GPM,
it5'-PKJ
Cl.Sg31 :,llPV15
F:ii5A
w 11,111,3
rsutc amity
- ltit58
Page 6 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
• Project Number 3
Project Name: City of Richmond Surface Water Treatment Plant
Owner Contact: Howard Christian
City of Richmond
281-342-0559
hchristian@richmondtx.gov
Completion Date: March 2018
PLC: Allen-Bradley ControlLogix, 4 ea.
I/O Points: 332
SCADA Software: Wonderware
Contract Value: $959,864.00
Scope: Upgrade the control system at 4 sites. Scope included new SCADA Servers and Workstations
Raw Water Reservoir
RWPS
City of Richmond TX
Surface Water Treatment Plant
Plant Overview
Flocculation System
Solid Handling Process Well Pump & GST
TlmeDate
Influent Flow. 0.00,E GPM
Valve: ❑
High Service Pump Station
Ir i
Dist Flow:
Plant Flow:
Tot CL2:
PH:
P1: 0
P2: Q
P1 Press:
P2 Press:
RW Flow:
RF Pumps
P1: 0 P3: 0 FW Turb:
P2: 0 P4: 0
FIN PH:
Pre-GST
GPM Free CL2:
GPM Pre-GST
MG/L PH:
FW Flow:
0.00
0.00
0D0
0.00
0-00
0.00
0.00
0.00
0.00A
Mixer 1: Q Basin: A.
Mixer 2: 0 Pump: Q
Niter 3: 0
PSI Mem. Press:
PSI Clar. Turb. 1:
GPM Clar. Turb. 2:
PPM
MG/L
GPM
0.00
0.00
0.00
PSI
PPM
PPM
Thickner: 0 P1: 0
Recovery P2: O 1I
Basin: , DD Pump: Q
Proc. Water
Rec. Flow:
000
GPM
Chlorine Dioxide System ACH System
- ,. • P1:O
P2: Q
HCL Batch
3j P1: Q
J P2: Q
P3: 0
Tot.
CL2:
Flow:
0.00
0.00m
WP: O
MG/L
GPM
Citric Acid & SBS System
3 7
'1'
Citric TP:
SBS Citric
LAS System
Sodium Hydroxide System Sodium Hypochlorite System Sodium Permangante System
P: Q
P22: Q
P3: Q
P1: Q P3: Q
P2: 0 P4: 0
TP:
P1: 0
P2: 0
SW Overview
RW Reservoir
RWPS
Mc.. Ron
Well Pump
HSPS
sam Hanaong
CLOP system
Water Recovery
Sodium Perri.
RRUH Sy.tem
Pine atldrsas
PutSystem
aM sy.m
xnnd Syetem
Nand System]
US system
Ri Pumps
Itiltwo
SW Overv4w
alarms
lu febt"Oa s k,_, sorvi
Uri
Page 7 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
�CONTROLS
• Project Number 4
Project Name: City of Sugar Land Surface Water Plant Upgrades
Owner Contact: Danica Mueller
City of Sugar Land
281-275-2164
dmueller@sugarlandtx.gov
Completion Date: June 2013
PLC: Allen-Bradley ControlLogix, 4 ea.
I/O Points: 850
SCADA Software: iFIX
Contract Value: $389,098.00
Scope: PLC and SCADA Software Development for a large Surface Water Treatment Plant
AIR
AR-11110
OYSTER
CREEK
Raw Water Intake and Pump Station 1812
Lr
11110
0 00
AIR
AR-11110
OYSTER
CREEK
SCR-11110
RawWater Monitoring
11110
TORE 0.00
pH 0.00
COND 0 00
ORP 0.00
TOC 0.00
PROCESS
LAB
PROCESS
LAB
High
Pr25511fe
F1f
11110
0 00
Raw Water Monitoring
11115
TURB 0.00
PH 0.00
COND 0.00
ORP 0 00
TOC 0-00
UT
11115
SCR-11115
High
r0SSure
Fr
ALARMS
CLO2
RAW 4YATER
CHANNEL
TREND
Bulk Storage Booster PL1P GAC PMPS GAC CONTACT
POLYMER
RAW WATER
CHAIINEL
Page 8 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
=I=CONTROLS
f. Previous Experience with the City of Denton
Prime Controls has performed the following major projects for the City of Denton:
Year Project Name
2008 Southwest Pump Station
2011 Lake Lewisville Water Treatment Plant Upgrades
2014 Southwest Elevated Storage Tank
2019 Hickory Creek Lift Station Replacement
2019 Allred & John Paine Road Water Transmission Main
2019 Lake Lewisville WTP Phase II Improvements
2020 Redundant M580 PLC Fabrication
2020 Hickory Detention Facility & PCWRP West Peak Flow
In addition, we have performed many smaller projects for the City over the past 20 years.
2. Specific Questions
a. SCADA Software
Prime Controls routinely uses iFIX, FactoryTalk, Citect, ClearSCADA, Wonderware, Ignition, and VTScada
on Water/Wastewater projects. We have also used Iconics Genesis32 & 64 and Telvent for water
applications.
b. Proficy Historian
The table in 2.d lists 60 projects using iFIX SCADA software on projects with Modicon, Allen-Bradley, GE,
and Siemens PLCs. Among them are several customers who have the Proficy Historian integrated with
their iFIX solution including TRA, DWU, and the City of Denton. Prime Controls is currently using the
Historian for the Tomahawk Creek Wastewater Treatment Plant near Kansas City. We have eight people
on staff who are certified Proficy HMI-SCADA iFIX Advanced and two who are specifically certified on
Proficy Historian Fundamentals. With 60 recent iFIX projects, the Automation Specialists at Prime
Controls have extensive Proficy Historian experience. The following Automaton Specialists are certified
on iFIX:
Name
Certificate
Date
Demele, Keith
Proficy Historian Fundamentals
2014-10-16
Eskander, Abanoub
Proficy Historian Fundamentals
2018-08-31
Demele, Keith
Proficy HMI/SCADA iFIX Advanced
2012-10-29
Elrod, Rob
Proficy HMI/SCADA iFIX Advanced
2012-10-29
Eskander, Abanoub
Proficy HMI/SCADA iFIX Advanced
2018-08-24
Gordon, Russell
Proficy HMI/SCADA iFIX Advanced
2012-10-29
Graver, Lee
Proficy HMI/SCADA iFIX Advanced
2010-02-09
Litzsinger, Matthew
Proficy HMI/SCADA iFIX Advanced
2015-05-19
Lucas, Josh
Proficy HMI/SCADA iFIX Advanced
2015-08-14
Moore, Dale
Proficy HMI/SCADA iFIX Advanced
2012-10-29
Ojeda, Marcos
Proficy HMI/SCADA iFIX Advanced
2012-10-29
Ojeda, Marcos
Proficy HMI/SCADA iFIX Advanced
2012-06-12
Philpy, Justin
Proficy HMI/SCADA iFIX Advanced
2016-04-19
Page 9 of 17
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Name
Barnes, Jason
Cheri, Charlie
Garza, Alfonso
Litzsinger, Matthew
Certificate
Proficy HMI/SCADA iFIX Fundamentals
Proficy Process Systems Fundamentals
Proficy Process Systems Fundamentals
SP: iFIX Configurator
Date
2012-10-16
2013-06-03
2013-06-03
2014-02-26
c. Hach WIMS
Prime Controls has deployed WIMS for customers including TRA, Granbury, and Edmund, OK. When the
Edmund projects started, Prime Controls evaluated the benefits of training some of our Automation
Specialists on WIMS. As a Hach IIM Partner, Prime Controls had Hach train eight of our Automaton
Specialists on WIMS implementation at our Lewisville office. We used trained Automation Specialists to
implement WIMS at Edmund for both water and wastewater where the City uses WIMS to produce and
store compliance reports.
d. Water/Wastewater Experience
The Water/Wastewater Division of Prime Controls produces revenue in excess of $40,000,000 per year,
all from Control System integration projects. This table shows a representative sample of 173 projects
with contract value of more than $250,000 both underway and recently completed. The list is in this
order:
•
•
Modicon PLCs with iFIX SCADA (46 projects)
iFIX SCADA with other PLCs (14 projects)
Modicon PLCs with other SCADA Software (43 projects)
• Other PLCs with other SCADA Software (70 projects)
Project Description / Project Name
Contract Value
PLC
SCADA
TRA CRWWS PH III B Solids Improvements
$11,014,200.00
Modicon
iFIX
DWU CWWTP Process Control System Improvements
$5,499,346.00
Modicon
iFIX
Mesa Greenfield WRF Construction
$4,624,759.98
Modicon
iFIX
DWU Access
$4,321,858.00
Modicon
iFIX
TRWD IPL Joint Booster Pump Station
$2,988,718.00
Modicon
iFIX
DWU Ozone System Improvements (Bachman,
Eastside, Elm Fork)
$2,345,702.00
Modicon
iFIX
DWU Bachman Water Quality Improvement
$2,289,996.00
Modicon
iFIX
TRWD IPL Pumpline JCC1 Pump Station
$2,000,316.00
Modicon
iFIX
TRA CRWS Phase V Rehab
$1,987,470.00
Modicon
iFIX
TWMD Able #3 Storm Water PS
$1,960,808.00
Modicon
iFIX
TRA Process Improvements
$1,581,693.00
Modicon
iFIX
TRA-Central Regional WW System Phase II Solids
Management Imp
$1,507,175.00
Modicon
iFIX
DWU CWWTP Aeriation Improvements
$1,352,450.00
Modicon
iFIX
TRA TCWSP Treatment Plant Improvements No. 15-56
$1,284,580.00
Modicon
iFIX
Hickory Well Supply -Well Field
$1,125,932.29
Modicon
iFIX
TRA Central Phase IV Rehab
$1,057,905.26
Modicon
iFIX
DWU CWWTP Grit Removal Screen
$1,018,575.60
Modicon
iFIX
DWU Elm Fork Pump Station #1
$1,010,000.00
Modicon
iFIX
DWU White Rock Raw Sewage
$951,184.32
Modicon
iFIX
Page 10 of 17
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Project Description / Project Name
Contract Value
PLC
SCADA
DWU Eastside Water Quality Improvement
$940,000.00
Modicon
iFIX
TRA-CRWS Headworks B Improvements
$898,805.70
Modicon
iFIX
TRA Phase IV-D PS 6 & 6A
$884,443.50
Modicon
iFIX
IPL Section 12, 13 and MBR
$880,661.90
Modicon
iFIX
DWU Walcrest PS
$847,000.00
Modicon
_
iFIX
Central WWTP Effluent PS
$791,839.00
Modicon
iFIX
Hickory Groundwater Treatment
$784,449.17
Modicon
iFIX
DWU Walnut Hill Pump Station Replacement Project
$774,300.00
Modicon
iFIX
DWU Southside WWTP Major Maint & Rehab
$761,135.00
Modicon
iFIX
DWU Central WWTP White Rock
$724,880.24
Modicon
iFIX
DWU-Central WWTP ASIPS
$664,339.94
Modicon
iFIX
DWU Major Valve & Vault
$644,760.00
Modicon
iFIX
DWU Elm Fork WTP
$644,222.57
Modicon
iFIX
Lake Lewisville WTP Phase II Improvements
$633,900.00
Modicon
iFIX
DWU Elm Fork Residual Handling Facility
$611,765.00
Modicon
iFIX
DWU Southside WWTP Grit Removal Improvements
$587,208.00
Modicon
iFIX
TRA Phase I Solids Management
$578,815.31
Modicon
iFIX
TRA CRWS Headworks A Fine Screen Facility
$575,000.00
Modicon
iFIX
CRWS Elm Fork Relief Intercept
$537,359.00
Modicon
iFIX
TRA Livingston WTP 5 MGD
$529,348.10
Modicon
iFIX
DWU Central & Southside WWTP
$527,695.00
Modicon
iFIX
South Laredo WWTP Expansion
$505,482.52
Modicon
iFIX
DWU Cadiz and Y-Inlet Improvements
$498,420.00
Modicon
iFIX
DWU Central WWTP Complex A
$476,701.00
Modicon
iFIX
Lake Lewisville Water Treatment Plant Dewatering Imp
$458,000.00
Modicon
iFIX
CRWS PH VI Rehab
$314,800.00
Modicon
iFIX
TRA Ten Mile Creek RWS Plant Rehab Improvements
$255,200.00
Modicon
iFIX
Tomahawk Creek Wastewater Treatment Facility
Expansion
$6,980,737.00
Allen-Bradley
iFIX
Pearland Surface WTP
$2,696,469.00
Allen-Bradley
iFIX
Pearland Reflection Bay WRF Expansion
$1,430,000.00
Allen-Bradley
iFIX
Cibolo Creek Municipal Authority
$1,388,134.00
Allen-Bradley
iFIX
South Austin Regional WWTP Fil
$903,668.10
Allen-Bradley
iFIX
HCID No. 18 WWTP Improvements
$801,827.00
Allen-Bradley
iFIX
Lubbock PS10 & Storage Tank
$764,200.01
Allen-Bradley
iFIX
Sugar Land Riverstone
$713,864.00
Allen-Bradley
iFIX
SWBNO Algiers Water Purification Plant
$689,000.00
Allen-Bradley
iFIX
Sulphur Springs WWTP Improvements
$574,629.00
Allen-Bradley
iFIX
Lubbock PS16 and Storage Tank
$545,223.72
Allen-Bradley
iFIX
Sugar Land Annexation
$344,000.00
Allen-Bradley
iFIX
TRA DCRWS Plant Rehab Phase 1
$313,900.00
Allen-Bradley
iFIX
Laredo South WWTP
$1,275,822.45
GE
iFIX
Houston SEWPP Treatment Modules Rehab
$1,069,000.00
Siemens
iFIX
Page 11 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Project Description / Project Name
Contract Value
PLC
SCADA
UTRWD Riverbend WWTP Expansion Project
$1,656,014.00
Modicon
Wonderware
The Colony Stewart Creek WWTP Exp. Ph. 1
$1,265,400.00
Modicon
Wonderware
Richardson SCADA Upgrades
$1,173,674.24
Modicon
Wonderware
Cedar Park WWTP Control & SCADA Improvement
$1,000,692.00
Modicon
Wonderware
GCWA IPS
$761,200.00
Modicon
Wonderware
Denton - Hickory Detention Facility/ Pecan Creek WRP
$751,500.00
Modicon
Wonderware
UTRWD Doe Branch Expansion
$651,802.00
Modicon
Wonderware
Wilcox WWTP EST
$591,358.94
Modicon
Wonderware
NTMWD McKinney Redbud Pump Station
$325,850.00
Modicon
Wonderware
NTMWD Water Transmission SCADA System Imp,
Project 329
$10,004,523.00
Modicon
FactoryTalk
NTMWD Leonard Water Treatment Plant
$9,054,342.00
Modicon
FactoryTalk
NTMWD WTP Plant II Filter Underdrain Impr. Phase II
$3,983,626.00
Modicon
FactoryTalk
NTMWD Wylie WTP IV 70 MGD Expansion
$3,888,630.00
Modicon
FactoryTalk
NTMWD Wylie WTP Plants III & IV Filter Performance
Imp
$3,575,305.00
Modicon
FactoryTalk
NTMWD Lower Bois D'Arc RWPS
$2,673,579.00
Modicon
FactoryTalk
NTMWD Wylie WTP Campus Chem Sys
$1,815,200.00
Modicon
FactoryTalk
Chemical Systems Improvement Ph1B
$1,575,700.00
Modicon
FactoryTalk
NTMWD Leonard WTP High Service Pump Station
$1,255,500.00
Modicon
FactoryTalk
NTMWD Meter Vault Standardization Set Point Control
Phase II
$747,309.00
Modicon
FactoryTalk
NTMWD - Main Stem Pump Station
$586,300.00
Modicon
FactoryTalk
NTMWD McKinney LS Improvements
$565,000.00
Modicon
FactoryTalk
NTMWD Indian Creek Lift Station No. 2
$525,500.00
Modicon
FactoryTalk
NTMWD Exchange Parkway GST
$350,595.00
Modicon
FactoryTalk
NTMWD Leonard Terminal Storage Reservoir
$345,750.00
Modicon
FactoryTalk
NTMWD-Virginia Parkway GST
$324,725.00
Modicon
FactoryTalk
Brushy Creek Regional WW East Plant 30MGD Upgrade
$1,052,838.00
Modicon
Ignition
Brushy Creek Regional WW East Plant
$615,118.00
Modicon
Ignition
Arlington JK & PB WTP Rehab
$901,877.26
Modicon
None
NTMWD Meter Vault Standardization Set Point Control
Phase II
$654,000.00
Modicon
None
TRWD Kennedale Balancing Reservoir Pressure
Reducing Station
$533,340.00
Modicon
None
Lake Arlington Raw Water Pump Station Shared
Operations Imp
$460,900.00
Modicon
None
Richland Chambers Spillway Gate Controls
$412,589.00
Modicon
None
Lake Livingston Hydrogeneration Plant
$1,815,000.00
Modicon
Other
SAWS University Pump Stat. Pro
$832,746.45
Modicon
Other
COF Village Creek Switchgear Replacement
$489,382.00
Modicon
Other
Travis County WC&ID Pump Station 3 Phase 2
$384,657.00
Modicon
Other
Fort Worth North Holly Sed Basin Sludge Removal
$326,000.00
Modicon
Other
Broken Arrow City Wide SCADA System
$1,685,401.00
Modicon
VTScada
Page 12 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
Project Description / Project Name
Contract Value
PLC
SCADA
Conroe Central WWTP
$1,414,135.00
Modicon
VTScada
Conroe Southwest WWTP Improv.
$923,958.00
Modicon
VTScada
Jefferson Parish East Bank WTP P3 Plant PLC Upgrade
$669,074.00
Modicon
VTScada
Conroe SW WWTP SCADA Replacement
$609,080.00
Modicon
VTScada
Houston Zoo Galapagos LSS
$459,178.00
Modicon
VTScada
California Water Control System & SCADA Upgrade
Phase I
$7,617,065.34
SCADAPack
ClearSCADA
SJRA North GW Reduction
$1,479,922.31
SCADAPack
ClearSCADA
CalWater Misc. Fixed Price
$1,225,876.00
SCADAPack
ClearSCADA
California Water Bakersfield Controls System Upgrade
$820,845.00
SCADAPack
ClearSCADA
USACE Permanent Canal Closures and Pumps
$9,645,761.00
Allen-Bradley
FactoryTalk
Edmond Coffee Creek WRRFEP
$7,485,000.00
Allen-Bradley
FactoryTalk
SAWS Brackish GW Desalination
$5,210,937.55
Allen-Bradley
FactoryTalk
SAWS Broadband Access Point & PLC Replacement
$5,125,199.00
Allen-Bradley
FactoryTalk
Edmond Arcadia Residuals Handling Improvements
$4,478,701.00
Allen-Bradley
FactoryTalk
SAWS Broadband Phase II Upgrade
$4,239,473.00
Allen-Bradley
FactoryTalk
NTMWD Wylie WTP HMI and Data Server Upgrades
$3,156,520.00
Allen-Bradley
FactoryTalk
South Mesquite Creek RWWTP 2015 SCADA Imp
$3,154,765.00
Allen-Bradley
FactoryTalk
NTMWD SCADA Upgrades 205
$2,881,978.51
Allen-Bradley
FactoryTalk
Central Water Integration Pipeline Terminus Treatment
Facility
$2,831,000.00
Allen-Bradley
FactoryTalk
EL Paso Water Canal Street Controls System Upgrade
$2,800,000.00
Allen-Bradley
FactoryTalk
Wylie WTP Project #268-I n Pla nt
$2,601,308.87
Allen-Bradley
FactoryTalk
SAWS - Chilled Water System
$2,309,910.57
Allen-Bradley
FactoryTalk
El Paso Fred Hervy Phase 1 Controls System Upgrade
$1,931,801.00
Allen-Bradley
FactoryTalk
El Paso Water Bustamante Control System
$1,865,120.00
Allen-Bradley
FactoryTalk
NTMWD Wylie Water Treatment Plant III SCADA
Improvements
$1,790,315.00
Allen-Bradley
FactoryTalk
El Paso Haskell Plant Con. Sys.
$1,776,000.00
Allen-Bradley
FactoryTalk
NTMWD South Mesquite Creek RWWTP Solids
Improvements
$1,750,000.00
Allen-Bradley
FactoryTalk
Hamby WWTP Improv. Phase II
$1,711,082.21
Allen-Bradley
FactoryTalk
El Paso Fred Hervey Ph 2 CS
$1,594,758.00
Allen-Bradley
FactoryTalk
Cherokee Metropolitan District TDS Reduction Facility
$1,579,821.00
Allen-Bradley
FactoryTalk
NTMWD Wylie Plant II Clearwell & Disinfection
$1,349,831.72
Allen-Bradley
FactoryTalk
CC-NAS-WWTP
$994,690.00
Allen-Bradley
FactoryTalk
Nueces River Raw Water PS
$969,795.00
Allen-Bradley
FactoryTalk
Warzbach Pump Station Imp.
$869,690.00
Allen-Bradley
FactoryTalk
SAWS DSP Southeast Tank & PS
$863,944.73
Allen-Bradley
FactoryTalk
SAWS DOS RIOS WRC Electrical
$853,991.16
Allen-Bradley
FactoryTalk
Corpus Christi HSP - Building #3
$850,690.00
Allen-Bradley
FactoryTalk
El Paso Water Bustamante DCU-5
$799,880.00
Allen-Bradley
FactoryTalk
SAWS Dos Rios Headworks
$755,248.30
Allen-Bradley
FactoryTalk
NTMWD Wylie WTP Chlorine System Improvements
$715,000.00
Allen-Bradley
FactoryTalk
Page 13 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
Project Description / Project Name
Contract Value
PLC
SCADA
SAWS La Rosa Pump Station Rehab
$661,137.00
Allen-Bradley
FactoryTalk
Garland Biosolids Rehab & Odor - Rowlett Creek WTP
$657,502.08
Allen-Bradley
FactoryTalk
Hargesheimer WTP Expansion
$617,315.00
Allen-Bradley
FactoryTalk
SAWS Basin Pump Station Improvements Phase II
$606,369.00
Allen-Bradley
FactoryTalk
Huntsville Al WWTP
$595,850.00
Allen-Bradley
FactoryTalk
Midland WPCP Primary Rehab
$583,000.00
Allen-Bradley
FactoryTalk
SAWS Zarzamora Pump Station
$578,492.00
Allen-Bradley
FactoryTalk
COF Village Creek Peak Flow
$576,419.78
Allen-Bradley
FactoryTalk
NBU Trinity Well Field Treatment
$561,636.04
Allen-Bradley
FactoryTalk
South Mesquite Creek RWWTP Filter & UV Disinfection
Imp
$537,315.00
Allen-Bradley
FactoryTalk
SAWS CWIP Maltsberger Pump Station and Basin
Improvements
$533,000.00
Allen-Bradley
FactoryTalk
SAWS Green Mountain Pump Station Facility
$493,690.00
Allen-Bradley
FactoryTalk
GCA Bayport Facility 1st Step Tank System Addition
$455,000.00
Allen-Bradley
FactoryTalk
SAWS PLC Replacement Master Contract
$450,000.00
Allen-Bradley
FactoryTalk
Pecan Branch WWTP
$361,211.00
Allen-Bradley
FactoryTalk
Stillwater OK Pump Station & Water Transmission
$325,307.00
Allen-Bradley
FactoryTalk
Mansfield WTP Phase 2 - WTP
$817,506.16
Allen-Bradley
Ignition
Fort Worth Village Creek
$528,500.00
Allen-Bradley
None
NEWPP Central Plant Panels
$365,000.00
Allen-Bradley
None
BCR WWTP East Plant Control Sys Upgrade
$1,925,537.00
Allen-Bradley
Other
HMGP Oak St. PS Upgrade & Rehab
$618,011.00
Allen-Bradley
Other
Houston NE Water Purification Plant Package 10
$11,467,570.00
Allen-Bradley
VTScada
BAWA 6MGD Surface Water Treatment Plant
$1,516,000.00
Allen-Bradley
VTScada
Wichita Falls Permanent Indirect Reuse Sys
$1,341,400.00
Allen-Bradley
VTScada
FBC WCID No. 2 WWTP No. 2
$946,690.00
Allen-Bradley
VTScada
Sabine River Water Supply Raw Water PS and Canal
Connection
$701,780.00
Allen-Bradley
VTScada
Granbury South WWTP Improvements Phase I
$588,038.00
Allen-Bradley
VTScada
Jefferson Parish Automation & Controls Services
$1MM Annually
Allen-Bradley
VTScada
Midland WPCP Secondary Treatment Upgrades
$2,521,400.00
Allen-Bradley
Wonderware
PK Pretreatment Facility
$1,121,446.52
Allen-Bradley
Wonderware
Richmond Surface WTP Membrane Procurement
$959,864.00
Allen-Bradley
Wonderware
EPCOR Luke 303 WRF
$491,673.00
Allen-Bradley
Wonderware
Missouri City WTP Expansion
$388,450.00
Allen-Bradley
Wonderware
Granbury Water Treatment Plant Phase II
$349,840.00
Allen-Bradley
Wonderware
Tulsa SCADA System Upgrade
$510,671.05
Motorola
Wonderware
Jefferson Parish SCADA System Services
Carrollton SCADA Upgrade
VTScada
$1,044,591.00
Other
Wonderware
FBC MUD 25 WWTP No. 1 and No. 2 Improvements
Houston LLPS Direct Co
$449,690.00
$519,084.00
Siemens
Siemens
None
Siemens
Page 14 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
e. Specific Experience with Various Products
The project table above shows experience with SCADAPack, Modicon, and Allen-Bradley. This is a
summary of the number of projects for each type of component.
Control System Component
No. of Projects
Modicon PLC
89
SCADAPack/ClearSCADA
4
Allen-Bradley PLC
78
Allen-Bradley SCADA
63
For SCADAPack, the list shows four projects. This is misleading as the California Water project had 679
SCADAPack RTUs.
Prime Controls has done many projects converting from PLC 5 or SLC family to the Logix family. These
projects have become uncommon as most Owners have made the conversion.
Our experience with Think N Do software has been exclusively for the City of Denton at the Lake Ray
Robert's WTP Facility. Prime Controls is currently performing a control system upgrade at this Facility
which is scheduled to be fully implemented in the Spring of 2021.
f. Detailed Experience
i. PLC Programming
Prime Controls provides programming for PLCs, HMIs, and SCADA. Programming tasks range from very
simple to extremely complex. Within our staff of more than 100 programmers, we have a knowledge
base encompassing almost any control scenario. This experience has been documented by
programming standards that are similar to our design standards. We have also developed libraries of
code for many of the industry standard software packages. These libraries give the programmers a
verified basis to start customizing for a specific application. Produced code is reviewed by other
programmers as a preliminary check. The final version is then reviewed by the Engineering Manager or
another senior engineer. The final check of the program code is the Factory Acceptance Test (FAT).
Prime Controls makes extensive use of simulation software to verify the code functions as intended.
This approach not only ensures the quality of the software; it significantly reduces the amount of time
required to deliver the control system components.
Automation Specialists at Prime Controls perform PLC programming. For simple projects, one
Automation Specialist does all the PLC programming. For complicated projects, the project is broken into
logical components and divided between two or more Automaton Specialists. A Sr. Automation
Specialist is assigned as the lead programmer to coordinate the separate programming tasks. The same
team that programs the PLCs continues with the project through the FAT, field installation, and
customer acceptance. This approach ensures continuity and decreases execution risk.
ii. Visual Basic Scripting/Programming
When Visual Basic programming is required, Prime Controls calls upon our pool of Visual Basic
programmers who have experience in Water/Wastewater as well as other industries. Prime Controls has
48 Automation Specialists with Visual Basic programming experience, including 6 individuals with
advanced skills and the ability to handle any Visual Basic project.
Page 15 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
iii. Microsoft SQL DB
Microsoft SQL is used for historian applications by several of the SCADA software packages used at
Prime Controls. While the SQL interface is normally transparent to the SCADA programmer, we have
found it necessary at times to actually modify the SQL database in its native format. This is a sensitive
operation that can have adverse effects on a SCADA system. Prime Controls has 42 Automaton
Specialists with experience modifying SQL databases. Among them are 4 people who have advanced
skills.
iv. Network Switching Devices
The Automaton Specialists at Prime Controls typically install and commission the network switches. For
large, complicated systems, the Project Team calls upon our Information Technology Department. This
department is staffed with 11 people who support projects and provide internal infrastructure support.
Among them, they hold the following certifications:
CCNA-Industrial
CCNA-Routing and Switching
CCNA-Network Associate Security
CCNA-Network Professional Routing and Security
CCNA-Industrial Networking Specialist
Hirschmann Industrial Backbone Specialist
Hirschmann Industrial Network Engineer
Hirschmann Industrial Routing Professional
Hirschmann Industrial Systems Engineer
Hirschmann Operating System Layer 2 Specialist
Hirschmann Product Professional
Microsoft Expert: Server Infrastructure
v. SCADA Communications Protocols
As shown in the list above, Prime Controls has vast experience implementing SCADA systems of different
types. Each of these systems includes one or more communications driver that deals with one or more
communications protocol. Some of the more common communications drivers we use are:
• Schneider Electric OPC Factory Server (OFS)
• GE Digital Industrial Gateway Server (IGS)
• GE Modbus Ethernet (MBE)
• Kepware
• FactoryTalk Linx
• Wonderware 10 Driver Suite
• Ignition 10 Driver Suite
• VTScada 10 Driver Suite
Some of the more common SCADA communication protocols we use are:
• Modbus
• OPC DA
• OPC UA
• Ethernet/IP
• Profinet
• MQTT
3. Authorized Distributor
Prime Controls is authorized to resell all products specified in the RFP. We hold the following
manufacturer certifications along with others that cover practically all aspects of water/wastewater
control projects.
Page 16 of 17
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
PRIME
CONTROLS
• GE Digital (Proficy) Solution Provider, also GE Premier Solution Partner
• Schneider Electric (Modicon) Alliance Partner and Preferred Partner in Water & Waste Water
• Hach IIM Partner
• Belden (Hirschmann) Alliance Partner
• Schneider Electric -Control Microsystems (SCADAPack) Integration Partner
• Rockwell Automation (Allen-Bradley) Solution Partner
4. Project Schedule
The picture on the cover of this proposal shows our headquarters building in Lewisville. This office
houses 249 employees including 60 Automation Specialists and Project Engineers, 32
Designers/Drafters, 15 Technicians, and 21 Electricians. Our Panel Shop, with 18 Production Associates,
is in this building.
Our headquarters staff is immediately available to support any SCADA project required by the City of
Denton. The Account Manager for Denton, Lain Cloy, PMP, and Service Manager, Colby Cobb, have
direct, recent experience with the City. They will use the pool of employees at our headquarters to staff
one or more project teams as required to efficiently execute projects with strict compliance to the City's
schedule requirements.
Page 17 of 17
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit F
Line # Description QTY UOM
1
2
3
4
Hourly Rate: Non -Emergency- 8:O0am-5:00pm Mon -Fri
Hourly Rate: Non -Emergency - stay on job after 5pm
Hourly Rate: Emergency Repairs
Parts: Percent mark-up
1
1
1
1
HR
HR
HR
Percent
Prime Controls
Price $426.001
Total
Tot
Unit
$110.00
$143.00
$173.00
25.0%
Extended
$110.00
$143.00
$173.00
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
FORM CIQ
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
.
Name of vendor who has a business relationship with local governmental entity. Prime Controls, L.P.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
This
as
A.
Name of Officer
section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes
No
B.
Is the vendor
named in this
receiving
section
or likely to receive
AND the taxable income
taxable
income, other than investment income, from or at the direction of the local government officer
is not received from the local governmental entity?
Yes
No
C.
Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes
No
D.
Describe each employment or business and family relationship with the local government officer named in this section.
4
❑I have no Conflict of Interest to disclose.
5
c —DocuSigned by:
5/17/2021
-ignagiKA5F80ePtil§r doing business with the governmental entity Date
DocuSign Envelope ID: D1B29A60-153E-44B8-BD3B-1A1758D7090B
DocuSign
Certificate Of Completion
Envelope Id: AE644ED09CB741C1B2DBB53FD2360454
Subject: Please DocuSign: City Council Contract 7494-1 SCADA Maintenance
Source Envelope:
Document Pages: 53 Signatures: 6
Certificate Pages: 7 Initials: 2
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
4/27/2021 4:09:26 PM
Signer Events
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Newell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jace McNiel
j.mcniel@prime-controls.com
President
Prime Controls, LP
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 5/17/2021 1:38:44 PM
ID: a6245900-4c51-416f-bf27-5f881a8636b8
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Signature
Completed
Using IP Address: 198.49.140.104
ADS
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.104
,—DocuSigned by:
NLaVY,t ia ()mnan
'-48070831 B4AA438...
Signature Adoption: Pre -selected Style
Using IP Address: 68.185.202.16
"—DS
Signature Adoption: Pre -selected Style
Using IP Address: 74.113.246.158
Status: Completed
Envelope Originator:
Gabby Leeper
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Location: DocuSign
Timestamp
Sent: 4/27/2021 4:21:50 PM
Viewed: 4/27/2021 4:22:00 PM
Signed: 4/30/2021 12:17:29 PM
Sent: 4/30/2021 12:17:34 PM
Viewed: 4/30/2021 4:03:27 PM
Signed: 4/30/2021 4:05:04 PM
Sent: 4/30/2021 4:05:07 PM
Viewed: 5/3/2021 3:35:15 PM
Signed: 5/3/2021 3:38:01 PM
Sent: 5/10/2021 1:56:36 PM
Resent: 5/14/2021 10:13:10 AM
Viewed: 5/17/2021 1:38:44 PM
Signed: 5/17/2021 1:39:23 PM
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B
-1A1758D7090B
Signer Events
Jace McNiel
j.mcniel@prime-controls.com
President
Prime Controls, LP
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 5/17/2021 1:40:08 PM
ID: d89d1760-0adc-45a3-8ed6-23b86c09694c
Stephen D. Gay
Stephen.Gay@cityofdenton.com
Director, Water and Wastewater
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 5/18/2021 10:36:26 AM
ID: 2d02dacf-e6e4-4bef-87d8-d1172fa794da
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/23/2021 11:02:37 AM
ID: fd6c4302-bc24-45d4-8ff4-82139744f826
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Signature
DocuSigned by:
Jag ILt L
'—F86330FF8150418...
Signature Adoption: Pre -selected Style
Using IP Address: 74.113.246.158
p—DocuSigned by:
Sf ILUA. V. Al
s---FEB48BB9726E4A9...
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.10
Completed
Using IP Address: 198.49.140.10
, —DocuSigned by:
5444
'-5236DB296270423...
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.10
i—DocuSigned by:
Ra44 R:.o
"-1C5CA8C5E175493...
Signature Adoption: Pre -selected Style
Using IP Address: 198.49.140.10
Signature
Status
Status
Status
Status
Timestamp
Sent: 5/17/2021 1:39:27 PM
Viewed: 5/17/2021 1:40:08 PM
Signed: 5/17/2021 1:45:28 PM
Sent: 5/17/2021 1:45:33 PM
Viewed: 5/17/2021 1:47:05 PM
Signed: 5/18/2021 10:37:28 AM
Sent: 5/18/2021 10:37:31 AM
Viewed: 6/23/2021 8:27:20 AM
Signed: 6/23/2021 8:27:41 AM
Sent: 6/23/2021 8:27:45 AM
Viewed: 6/23/2021 8:40:09 AM
Signed: 6/23/2021 8:40:15 AM
Sent: 6/23/2021 8:40:19 AM
Viewed: 6/23/2021 11:02:37 AM
Signed: 6/23/2021 11:03:02 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lisa Lauer
I.lauer@prime-controls.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 5/10/2021 1:53:38 PM
ID: 996c7a8b-0138-4169-875b-03d 150738be9
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Hector Ortiz
Hector.Ortiz@cityofdenton.com
Water Production Superintendent
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/18/2021 1:21:35 PM
ID: 6f8842cf-Obec-45c3-b8eb-f96f888361 d5
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events
Status
COPIED
COPIED
COPIED
COPIED
COPIED
COPIED
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 4/30/2021 12:17:32 PM
Sent: 5/10/2021 1:56:38 PM
Viewed: 5/14/2021 9:30:17 AM
Sent: 6/23/2021 8:27:43 AM
Sent: 6/23/2021 8:27:44 AM
Sent: 6/23/2021 11:03:07 AM
Viewed: 6/23/2021 11:27:50 AM
Sent: 6/23/2021 11:03:08 AM
Viewed: 6/23/2021 11:30:19 AM
Timestamp
Timestamp
Timestamps
4/27/2021 4:21:50 PM
6/23/2021 11:02:37 AM
6/23/2021 11:03:02 AM
6/23/2021 11:03:08 AM
Status Timestamps
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Electronic Record and Signature Disclosure
Docusign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B 3 PM
Parties agreed to: Jace McNiel, Jace McNiel, Stephen D. Gay, Rosa Rios, Lisa Lauer, Hector Ortiz
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per -page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
DocuSign Envelope ID: 01B29A60-1133E-44B8-BD3B-1A1758D7090B
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems:
Windows2000? or WindowsXP?
Browsers (for SENDERS):
Internet Explorer 6.0? or above
Browsers (for SIGNERS):
Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email:
Access to a valid email account
Screen Resolution:
800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
'These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
DocuSign Envelope ID: 01 B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
Exhibit 3
Prime Controls
I
ITotal Price
$426.00I
Line #
Description QTY UOM
Unit
Extended
1
Hourly Rate: Non -Emergency- 8:00am-5:00pm Mon -Fri
1
HR
$110.00
$110.00
2
Hourly Rate: Non -Emergency - stay on job after 5pm
1
HR
$143.00
$143.00
3
Hourly Rate: Emergency Repairs
1
HR
$173.00
$173.00
4
Parts: Percent mark-up
1
Percent
25.0%
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission
www.ethics.state.tx.us
Revised 1/1/2021
ITB 23-0085
Turbine Parts, Repairs, and Services
Page 36 of 45
DocuSign Envelope ID: 01B29A60-1 B3E-44B8-BD3B-1A1758D7090B
Exhibit 4
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
OFFICE USE ONLY
Date Received
11 Namo of vondor who has a businosc rolationehip with local govornmontal entity.
Prime Controls, L.P.
that you file an updated
day after the date on which
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires
completed questionnaire with the appropriate filing authority not later than the 7th business
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
J Describe each employment or other business relationship with the local government officer,
officer, as described by Section 176.003(a)(2)(A), Also describe any family relationship with
Complete subparts A and B for each employment or business relationship described. Attach
CIQ as necessary.
N/A
A. Is the local government officer or a family member of the officer receiving or likely
other than investment income, from the vendor?
or a family member of the
the local government officer.
additional pages to this Form
to receive taxable income,
income, from or at the direction
is not received from the
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment
of the local government officer or a family member of the officer AND the taxable income
local governmental entity?
Yes No
I Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
N/A
J
of the officer one or more gifts
❑Check this box if the vendor has given the local government officer or afamily member
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
Jp-DocuSignedi,
jaa, tittAti, 02-Aug-2023 1 10:13 AM CDT
S4grr&ttyltif hlor doing business with the governmental entity Date
Form provided by Texas Ethics Commission
www.ethics.state.tx.us
Revised 1/1/2021
ITB 23-0085
Turbine Parts, Repairs, and Services
Page 35 of 45
Do
i
CERTIFICATE OF INTERESTED ERESTED PARTIES TIES FORM 1295
r l
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
I Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
11 Name of business entity filing form, and the city, state and country of the business entity's place
§ of business.
Prime Controls, L.P.
Lewisville, TX United States
Certificate Number:
2023-1029045
Date Filed:
0
Date Acknowledged:
13 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
I description of the services, goods, or other property to be provided under the contract.
Denton Contract 7494-1 SCADA
SCADA Maintenance and Service
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
I14
Controlling
Intermediary
IMcNiel, Jace
Lewisville, TX United States
X
Davis, Heather
Lewisville, TX United States
X
Miller, Barrett
Lewisville, TX United States
X
McMillon, James
Lewisville, TX United States
X
Bivens, Bill
Lewisville, TX United States
X
fI
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My is Devra Kemp , and my date of birth is 7/17/1968
name
1902 Sharon Drive Corinth TX 76210 USA
My address is ,
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Denton County,Texas 1st Junc 23
in State of on the day of 20
Executed
(month) (year)
Signature of authorized gent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission
www.ethics.state.tx.us
Version V3.5.1.a18ea2ca
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORT WO RTII
DATE: 6/27/2023 REFERENCE
NO.:
**M&C 23-
0550
LOG NAME:
13P ILA SCADA
MAINTENANCE & SERVICE
AO WTR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with Prime Controls, L.P. for SCADA
Maintenance and Services in an Annual Amount Up to $1,000,000.00 and Authorize
Two Consecutive, One -Year Renewal Options for the Same Annual Amount Using an
Interlocal Agreement with the City of Denton for the Water Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with Prime Controls,
L.P. for SCADA Maintenance and Services in an annual amount up to $1,000,000.00 and authorize
two consecutive, one-year renewal options for the same annual amount using an Interlocal
Agreement with the City of Denton for the Water Department.
DISCUSSION:
In May 2023, the Water Department approached the Purchasing Division to enter into an agreement
with Prime Controls, L.P. for the Supervisory Control and Data Acquisition (SCADA) System
Maintenance and Services. The services will be used to utilize the expertise of a system integrator
for numerous Programmable Logic Controllers control system upgrades required throughout the
water and wastewater facilities.
State law provides that a local government purchasing an item under an Interlocal Purchasing
Agreement satisfies state laws requiring that the local government seek competitive bids for purchase
of the item. In May 2023, the City of Denton processed a bid (RFB No. 21116) and received one
(1) response. An evaluation team scored the proposal and awarded the agreement to Prime Controls,
L.P. The contract has a term through June 22, 2024, with the right to renew the contract for two
(2) additional one-year periods.
FUNDING: The combined annual maximum amount allowed under these agreements will be
$1,000,000.00; however, the actual amount used will be based on the need of the department and
available budget. Funding is budgeted in the Other Contractual Services account of the Water
Department's rollup within the Water & Sewer Operating Fund.
DVIN-BE: A Business Equity Goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
AGREEMENT TERMS - Upon City Council approval, the agreement will begin upon execution and
end on June 22, 2024, with two (2) one-year renewal options to correspond with the terms of the
Interlocal Agreement. This action does not require specific City Council approval provided that City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms.
ADMINISTRATIVE CHANGE ORDERS -An administrative change order or increase may be made
by the City Manager or his designee up to the 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.
The agreement serves ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
apes.cfivnet.org/council_packet/mc review.asp?ID=31177&councildate=6/27/2023 1/2
DocuSign Envelope ID: 01B29A60-1B3E-44B8-BD3B-1A1758D7090B M&C Review
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the Water & Sewer Fund. Prior to an
expenditure being incurred, the Water Department has the responsibility to validate the availability of
funds.
BQN\\
TO
Fund
Department j Account
ID
FROM
Fund j Department Account
ID
Project I Program
ID
Project ; Program
ID
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Activity I Budget
Year
Activity
Reference # Amount
(Chartfield 2)
Budget Reference # j Amount
Year (Chartfield 2)
Reginald Zeno (8517)
Dana Burghdoff (8018)
Reginald Zeno (8517)
Christopher Harder (5020)
Jo Ann Gunn (8525)
Heather Oakes (8354)
ATTACHMENTS
1295 - City of Ft. Worth (6.01.23).pdf (CFW Internal)
13PILA SCADA MAINTENANCE&SERVICE AO WTR.docx (Public)
FID TABLE -Prime Control ILA.xlsx (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=31177&councildate=6/27/2023 2/2
DocuSign
Certificate Of Completion
Envelope Id:01B29A601B3E44B8BD3B1A1758D7090B
Subject: Complete with DocuSign: 2357025 -City of Ft Worth
Source Envelope:
Document Pages: 74
Certificate Pages: 5
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
8/2/2023 9:11:52 AM
Signer Events
Jace McNiel
j.mcniel@prime-controls.com
President
Prime Controls, LP
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/2/2023 10:13:31 AM
ID: f7d56631-2695-4527-bbea-a2faff5102bc
Company Name: Prime Controls, L.P.
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Witness Events
Devra Kemp
d.kemp@prime-controls.com
Contract Administrator
Prime Controls, L.P.
Contract Administrator
1725 Lakepointe Dr., Lewisville, TX 75057
Witness for Jace McNiel
(j.mcniel@prime-controls.com)
Security Level:
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events
Envelope Summary Events
Status: Completed
- ILA SCADA Maint and Service (REV 8.02.23).pdf
Signatures: 3
Initials: 0
Holder: Devra Kemp
d.kemp@prime-controls.com
Signature
,--DocuSigned by:
jszL- kcMti,
"-65302D68080F4AA...
Signature Adoption: Pre -selected Style
Using IP Address: 172.108.172.99
Signature
Status
Status
Status
Status
Status
Signature
,-DocuSigned by:
�r a °6.)w1p
"-5ED5C160DC2A491...
Signature Adoption: Pre -selected Style
Using IP Address: 172.108.172.99
Signature
Status
Envelope Originator:
Devra Kemp
1725 Lakepointe Drive
Lewisville, TX 75057
d.kemp@prime-controls.com
IP Address: 172.108.172.99
Location: DocuSign
Timestamp
Sent: 8/2/2023 9:22:53 AM
Viewed: 8/2/2023 10:13:31 AM
Signed: 8/2/2023 10:13:52 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 8/2/2023 10:13:53 AM
Viewed: 8/2/2023 10:15:00 AM
Signed: 8/2/2023 10:15:33 AM
Timestamp
Timestamps
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/2/2023 9:22:53 AM
Certified Delivered Security Checked 8/2/2023 10:13:31 AM
Signing Complete Security Checked 8/2/2023 10:13:52 AM
Completed Security Checked 8/2/2023 10:15:33 AM
Payment Events
Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 5/24/2023 11:51:03 AM
Parties agreed to: Jace McNiel
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Prime Controls, L.P. (we, us or Company) may be required by law to provide
to you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to
use electronic records and signatures' before clicking `CONTINUE' within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Prime Controls, L.P.:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: k.johnson@prime-controls.com
To advise Prime Controls, L.P. of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at k.johnson@prime-controls.com
and in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Prime Controls, L.P.
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to k.johnson@prime-controls.com and in
the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Prime Controls, L.P.
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to k.johnson@prime-controls.com and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this infounation electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system.
By selecting the check -box next to `I agree to use electronic records and signatures', you confirm
that:
• You can access and read this Electronic Record and Signature Disclosure; and
• You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
• Until or unless you notify Prime Controls, L.P. as described above, you consent to
receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Prime Controls, L.P. during the course of your relationship with
Prime Controls, L.P..