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HomeMy WebLinkAbout24 - Professional Services Agreements - Q-mation, Inc - Water Treatment Operating Software Upgrade Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C k PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 12th day of June, 2024("Effective Date"), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, Q-mation, Inc. 425 Caredean Drive Horsham, PA 19044, hereinafter referred to as "Contractor." The City and Contractor may be referred to individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Statement of Work attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon when fully executed and will expire one (1) year from the date of the agreement, unless earlier terminated in accordance with this Agreement. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Exhibit A. For conflicts between this Agreement and Exhibit A, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in Exhibit A. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in Exhibit A. The City must agree in writing upon any additional charges. 5. Contractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Professional Services Agreement with Q-mation Page 1 of 11 Docusign Envelope ID:31CBOBD7-1B01-4FEC-BOA3-E3C255E24F5C Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost,progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana,Title 39, Chapter 71,MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in Professional Services Agreement with Q-mation Page 2 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s)which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s)thereof. In the event of an action filed against the City resulting from the City's performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, including the right of Professional Services Agreement with Q-mation Page 3 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except "responsibility for [City's] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above,Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General, Employer's Liability, and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty(30)day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coveraie and endorsements prior to the Contractor commencing work. Professional Services Agreement with Q-mation Page 4 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C 8. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor's right to proceed with all or any part of the work ("Termination Notice Due to Contractor's Fault"). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City's Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. C. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Professional Services Agreement with Q-mation Page 5 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Notice of Termination for City's Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special,punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives and Notices: a. City's Representative: The City's Representative for the purpose of this Agreement shall be Tyler Cummins or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be Bill Bullotta or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed Professional Services Agreement with Q-mation Page 6 of 11 Docusign Envelope ID:31CBOBD7-1B01-4FEC-BOA3-E3C255E24F5C to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. C. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered,if delivered by courier to Party's address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party's Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,rules,and regulations, obtain all necessary permits,licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104,MCA(the Montana Equal Pay Act). Professional Services Agreement with Q-mation Page 7 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 15. Intoxicants;DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising hereunder,without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other parry's right to enforce such term Professional Services Agreement with Q-mation Page 8 of 11 Docusign Envelope ID:31CBOBD7-1B01-4FEC-BOA3-E3C255E24F5C or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney's Office staff. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. Professional Services Agreement with Q-mation Page 9 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 31. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. 32. Extensions: This Agreement may,upon mutual agreement,be extended for a period of one year by written agreement of the Parties. **** END OF AGREEMENT EXCEPT FOR SIGNATURES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONT DocuSigned bQ-MATION CONTRACTOR DocuSigned by: ° t2 Y (AVy 5 98 �BDA Chu c inn,47 nCity Manager Print Name: Bill B u l l otta Print Title: Vice President APPROVED AS TO FORM: Professional Services Agreement with Q-mation Page 10 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C DocuSigned by: Greg Sullivan, Bozeman City Attorney Professional Services Agreement with Q-mation Page 11 of 11 Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work Q - M A T I O N City of Bozeman Water Treatment Plant Customer 814 N Bozeman Ave Bozeman, Montana 59715 Project Name WTP Upgrade Date and Proposal ID 04/17/2024 QUOTE-BOZ20240417-SOW Bradley Thompson Customer Project Owner (406) 579-3309 bthomspon@bozeman.net Q-mation Sales Manager Mike Thomas Q-mation Services Manager Mike Wagner Q-mation Proposal Author Mike Wagner/Shannon Asselin Version History 1.0 —Initial Draft 1 . Basis for Proposal The City of Bozeman has requested that Q-mation upgrade their Water Treatment(WTP)galaxy. An initiative driving the upgrade is the support lifecycle of the system as the older Wonderware software has already matured into Extended Support. By upgrading Microsoft Windows and AVEVA software,this will provide longer term mainstream support. Recently Q-mation completed a deep dive analysis and galaxy review and information acquired from that engagement will be utilized in completing this document. Q-mation is proposing to provide full services to complete the galaxy upgrade project and will dedicate an Application Consultant with expertise in System Platform design approach and application real-time behavior. 2. Solution Summary 2.1 Installation, Upgrade, and Deployment of the Galaxy Bozeman will provide new hardware and virtual machines to be used for the upgrade project. The setup effort will be done in parallel with the existing system to minimize downtime and risk. Q- mation will install the software components of AVEVA System Platform version 2023 across the various nodes (see section 2.4 for details). After install,Q-mation will license the various servers via AVEVA License Manager with AVEVA software licenses based on the desired architecture shown in section 2.4. The information in the document is confidential and shall only be shared between recipient . . Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work J@ Q - M A T I O N Upon installation, Q-mation will upgrade the existing galaxy to AVEVA System Platform version 2023. The galaxy includes one InTouch View applications which will be inherently upgraded and will maintain their current resolution. Once the galaxy is upgraded and restored to the new Galaxy Repository node, Q-mation will deploy the necessary App Engines, Objects, and View Engines to the various nodes for testing and validation. The InTouch view applications will be distributed to their corresponding client machines. The upgrade effort also includes migrating and restoring the Runtime database to the upgraded Historian node. Once the runtime database has been migrated the historian blocks will be moved to the new server to preserve the data. Lastly, Q-mation will convert the existing DAS I/O configurations to utilize the AVEVA OI Server drivers. 2.2 Galaxy Modifications When upgrading from older versions of System Platform the Galaxy needs to undergo some rework.The base template libraries will either be disabled, removed, or ensured that they are not interfering with the functionality of the AVEVA System Platform 2023 software. If there are any field attributes in the galaxy those will be converted to attributes. All platforms, engines and suitelink objects will be modified to look at the new computer names, new OI device drivers and the new historian. These changes are required to ensure a successful upgrade of the project. 2.3 Testing and Go Live Support Q-mation will help duringtesting and Go Live of the upgraded system. Testing will be performed in parallel with the existing system where possible. The goal of testing will be to verify communication to the I/O devices and ensure end user experience has not been altered and is working as expected. Q-mation will continue providing Go Live support to stabilize the system in case of an unexpected issue occurring. 2.4 Solution Topology The following diagram is a visualization of the WTP architecture proposed for this project. Note that there will also be a development machine built along side to allow for development changes within the integrated development environment(IDE). The information in the document is confidential and shall only be shared between recipient Q-mation. Confidential Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work Q - M A T I O N --- ---, I GR 01 I HIST 01 AOS P (QTY 1) AOS S (QTY 1) 1 I I 1 I Galaxy Repository I AVEVA Historian • Intergrated Development I Microsoft SQL Server Primary Object Server Secondary Object Server . 1 Environment(IDE) I Standard Edition Primary AVEVA OI Server Secondary AVEVA OI Server 1 Microsoft SQL Server 1 Historian Client AVEVA License Manager AVEVA license Manager 1 Standard Edition I AVEVA Reports primary secondary • 1 I � 1 I 16————————————J Controls Network Client Machines Controllers (QTY 2) 3. Project Scope Q-mation will provide full services for the City of Bozeman System Platform Galaxy upgrade project: 3.1 Install and configure AVEVA System Platform version 2023 components as depicted in section 2.4 of the proposal.This also includes configuring the AVEVA License Manager and Licensing the various AVEVA licenses across the new nodes. 3.2 Upgrade one system the WTP to version 2023. 3.3 Convert the View Application maintaining the original application resolution for both applications. 3.4 Convert the DAS 1/0 configuration to utilize the AVEVA OI Server drivers. 3.5 Modify platforms, engines and suitelink objects will be to point at the new computer names, new OI device drivers and the new historian that have been installed. 3.6 Rework the base template libraries so they are either disabled, removed, or ensured that they are not interfering with the functionality of the AVEVA System Platform 2023 software. 3.7 Convert any field attributes in the galaxy to attributes. 3.8 Migrate and restore existing configurations from System Platform to the upgraded 2023 installation. This includes: The information in the document is confidential and shall only be shared between recipient Q-mation. Confidential Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work J@ Q - M A T I O N • Backup and restore Historian runtime database. • Deploy the upgraded Galaxy to the GR node. • Deploy the App Engines, Objects, and View Engines to the appropriate nodes. 3.9 Assist with migrating history blocks from old Historian to upgraded Historian. Q-mation will start this effort and demonstrate the steps for Bozeman to complete the data migration as the process can be lengthy depending on the amount of data needed to be migrated. 3.10 Create Disaster recovery documentation on how to back up system files,to be provided to Bozeman. 3.11 Test and verify components of the upgraded SCADA system. This includes both Q-mation internal testing, and final validation working alongside Bozeman. 3.12 Remote implementation and Go Live support of the upgraded system. 4. Assumptions, Clarifications, and Exclusions 4.1 Bozeman will provide appropriate remote access for installation,commissioning, and support of the project. Onsite accommodation can be made upon request. 4.2 Bozeman will provide adequate downtime for the upgrade system cutover if needed. Q- mation will work with Bozeman to limit downtime as much as possible. 4.3 Bozeman is responsible for the networking of the SCADA system. This includes ensuring PLC's and AVEVA software are on a network(s)with communication capabilities. 4.4 Bozeman is responsible for the physical installation of all hardware. This includes ensuring space constraints are addressed for the new hardware. 4.5 Bozeman must provide Microsoft SQL Server Standard Edition to be used for the Galaxy Repository and Historian Server. 4.6 Bozeman is responsible for the transfer and licensing of any non-AVEVA software. Q-mation will assist with tasks necessary to get the system functional but Bozeman will bear the responsibility of maintaining third-party software, applications, and/or databases. 4.7 Q-mation will use the native AVEVA OI Server drivers for communication between the AVEVA software and the 1/0. 4.8 Bozeman will provide an up-to-date backup of their galaxy for Q-mation to work with during the upgrade project. A code freeze will be in place during this time period. 4.9 Q-mation is not responsible for the PLC controls and coding. 4.10 Q-mation and Bozeman will agree upon a schedule at a project kick-off meeting. 4.11 Formal training is not provided with this quote and can be quoted separately if desired. Docusign Envelope ID:31CBOBD7-lBO1-4FEC-BOA3-E3C255E24F5C Statement of Work Q - M A T I O N 5. Approach & Schedule Q-mation will work with City of Bozeman to solidify a schedule for completion of the project. Q- mation will designate an Application Consultant who will be the primary point of contact throughout the project.The project will be identified as complete once the formal summary document is provided from Q-mation to City of Bozeman,except for clarifying questions pertaining to the findings. 6. Pricing Summary The table below includes all services and labor to complete the project and is a fixed price job. Please refer to Exhibit for a Line-Item Summary of Costs. If travel is needed,travel costs (flights, car rental, overnight stay, and meals)will be billed at actual cost. Below is an estimate of travel expenses.The proposed price does not include applicable taxes.Tax exemption number must be on file or applicable taxes will be added.Variances to the scope defined in this proposal will be handled via change requests after approval from City of Bozeman. 6.1 Table of Engineering Services Part Number Product Description Price Q-SVCS I Engineering and Consulting Services $28,000 6.2 Table of Estimated Travel Expenses Part Number Product Description Total Price Q-T&E Flights, car rental, overnight stay, and meals. (Actual cost) $5,000 6.3 Table of Payment Milestones Payment Milestone Total Price Upon acceptance of Purchase order 50%of Engineering Services Upon completion of Project 50%of Engineering Services 100%of Travel Expenses The information in the document is confidential and shall only be shared between recipient Q-mation. Confidential Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work Q • M A T I O N 7. Terms and Conditions Q-mation agrees to provide the project scope and deliverables as described. City of Bozeman agrees to reimburse Q-mation for the stipulated project price.The following terms and conditions also apply: • Services will be scheduled after acceptance of a valid PO. • Services will be invoiced based on table 6.3 above. • The services price does not include any expected travel and living expenses. Expenses will be invoiced at actual cost. • This Statement of Work is valid for 45 days from the date of issue. • Payment terms are Net 30 • Payments made by credit card will include a 2%surcharge. • Price does not include any applicable taxes.Tax exemption number must be on file or taxes will be added. • Project price assumes working normal business hours (8:30AM -6:OOPM)on normal business days(Monday- Friday).Any requested services outside of normal business hours will require separate pricing. Mail, Email or FAX a Purchase Order referencing this Proposal ID to: Q-mation, Inc. 425 Caredean Drive Horsham, PA 19044 Email: sales@q-mation.com Fax: (215)675-9712 The information in the document is confidential and shall only be shared between recipient Q-mation. Confidential Docusign Envelope ID:31CBOBD7-1BO1-4FEC-BOA3-E3C255E24F5C Statement of Work J@ Q - M A T I O N Exhibit A: Line-Item Summary of Costs Each line item in this table will be a separate line item on the Purchase Order. Line Description P/N Price Qty Extended 1 Reference:QUOTE-Bozeman-20240405-SOW_v1 N/A N/A N/A N/A 2 Services&Labor(50%ARO) Q-SVCS $14,000 1 $14,000 3 Services&Labor(50%on Completion) Q-SVCS $14,000 1 $14,000 4 Estimated:Flights,car rental,overnight stay,and meals S-T&E $1 5,000 $5,000 Total: $33,000 The information in the document is confidential and shall only be shared between recipient Q-mation. Confidential DocuSign Certificate Of Completion Envelope Id:31 CBOBD71 B014FECBOA3E3C255E24F5C Status:Completed Subject:Complete with Docusign: PSA_QMation-1.pdf Source Envelope: Document Pages: 18 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Mike Maas AutoNav: Enabled Stamps: 1 PO Box 1230 Envelopeld Stamping: Enabled Bozeman, MT 59771 Time Zone: (UTC-07:00)Mountain Time(US& Mmaas@bozeman.net Canada) IP Address:69.145.83.100 Record Tracking Status:Original Holder:Mike Maas Location: DocuSign 7/9/2024 3:46:43 PM Mmaas@bozeman.net Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:City of Bozeman Location: DocuSign Signer Events Signature Timestamp Greg Sullivan ° Sg dby Sent:7/9/2024 8:00:06 PM gsullivan@bozeman.net E876992ACgACA44B SVW� Viewed:7/9/2024 8:01:50 PM Bozeman City Attorney ... Signed:7/9/2024 8:02:01 PM City of Bozeman,Montana Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:69.145.83.100 Electronic Record and Signature Disclosure: Accepted:7/9/2024 8:01:50 PM ID:7f3e8eb2-13ef-4b31-93c0-27b1d5258503 Chuck Winn EDII"Sillldby: Sent:7/9/2024 8:02:03 PM cwinn@bozeman.net em ln.Lt, Viewed:7/9/2024 8:03:54 PM 9 4 Acting City Manager Signed:7/9/2024 8:04:30 PM City of Bozeman Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:69.145.83.100 Electronic Record and Signature Disclosure: Accepted:7/9/2024 8:03:54 PM ID:88399fa7-476b-41e3-b645-4bdOb0268e0c Mike Maas _ Sent:7/9/2024 8:04:31 PM mmaas@bozeman.net M Viewed:7/12/2024 9:35:43 AM City Clerk °6 Signed:7/12/2024 9:35:49 AM City of Bozeman Security Level: Email,Account Authentication (None) Using IP Address:69.145.83.100 Electronic Record and Signature Disclosure: Accepted: 1/6/20204:08:14 PM ID:79370d6f-72a4-4837-866f-9ec31 f00062f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Tyler Cummins COPIED Sent:7/12/2024 9:35:50 AM tcummins@bozeman.net Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/9/2024 8:00:06 PM Certified Delivered Security Checked 7/12/2024 9:35:43 AM Signing Complete Security Checked 7/12/2024 9:35:49 AM Completed Security Checked 7/12/2024 9:35:50 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:7/9/2018 4:06:02 PM Parties agreed to:Greg Sullivan,Chuck Winn, Mike Maas CONSUMER DISCLOSURE From time to time, City of Bozeman(we,us or Company)may be required by law to provide to you certain written notices or disclosures. 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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. 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