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BCRUA_R-22-06-22-6C RESOLUTION NO. R-22-06-22-6C WHEREAS, the Board of Directors of the Brushy Creek Regional Utility Authority ("BCRUA") desires to retain professional consulting services related to a development of Cybersecurity Standard Operating Procedures as identified in the BCRUA's Emergency Response Plan; and WHEREAS, Walker Partners, LLC has submitted an Agreement for Professional Consulting Services to provide said services; and WHEREAS, the BCRUA desires to enter into said agreement with Walker Partners, LLC, Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY: That the Board President is hereby authorized and directed to execute on behalf of the BCRUA a Professional Consulting Services Agreement for Development of Cybersecurity Operating Procedures with Walker Partners, LLC, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The Board of Directors hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of June, 2022. 0.130,4674-A.4875-4H 14 1141 �Jfi WaMA24k-� NATOLE THOMPSOV4, President Brushy Creek Regional Utility Authority ATTEST: REN FLORES, Secret 2 BRUSHY CREEK REGIONAL UTILITY AUTHORITY PROFESSIONAL CONSULTING SERVICES AGREEMENT FOR DEVELOPMENT OF CYBERSECURITY OPERATING PROCEDURES WITH WALKER PARTNERS, LLC THE STATE OF TEXAS § THE BCRUA OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § THIS AGREEMENT for professional consulting services related to a development of Cybersecurity Standard Operating Procedures as identified in the Brushy Creek Regional Authority's Emergency Response Plan (the "Agreement") is made by and between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY, a Texas local government corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as `BCRUA"), and WALKER PARTNERS, LLC, a Texas limited liability company, whose offices are located at 804 Las Cimas Parkway, Suite 150, Austin, Texas 78746, (hereinafter referred to as the"Consultant"). RECITALS: WHEREAS, BCRUA has determined that there is a need for a Cybersecurity Standard Operating Procedures as identified in the Brushy Creek Regional Authority's Emergency Response Plan; and WHEREAS, BCRUA desires to contract with the Consultant for such services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE, DURATION,AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved. 4877-5298-1796-ss2 Exhibit"A" BCRUA reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 2.01 PROPOSAL FOR SERVICES For purposes of this Agreement Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being attached to this Agreement as Exhibit "A"titled "Scope of Services,"which document is incorporated herein for all purposes. 3.01 SCOPE OF SERVICES Consultant shall satisfactorily provide all services described herein and as set forth in Exhibit "A" according to the schedule agreed upon by the parties. Consultant's undertaking shall be limited to performing services for BCRUA andior advising BCRUA concerning those matters on which Consultant has been specifically engaged. Consultant shall perform services in accordance with this Agreement, in accordance with the appended proposal for services, and in a professional and workmanlike manner. 4.01 LIMITATION TO SCOPE OF SERVICES Consultant and BCRUA agree that the scope of services to be performed is enumerated in Exhibit "A" and herein, and Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A," however, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to and must be embodied in a valid Supplemental Agreement as described in 10.01. 5.01 CONTRACT AMOUNT In consideration for the consulting services to be performed by Consultant, BCRUA agrees to pay Consultant in accordance with the "Proposed Schedule and Budget," which document is attached hereto and incorporated herein for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit"A." Not-to-Exceed Total Payment for Services: Consultant's total compensation for consulting services hereunder shall not exceed Sixty-Four Thousand Nine Hundred Forty and No/100 Dollars ($64,940.00). This amount represents the absolute limit of BCRUA's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA shall pay, strictly within the not-to-exceed sum recited herein, Consultant's fees for work done on behalf of BCRUA. Payment for Reimbursable Expenses: There shall be no payments for reimbursable expenses included in this Agreement. 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the BCRUA, in accordance with the delineation contained herein, for services rendered. Such invoices for services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the BCRUA. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the BCRUA relative to service deliverables, Consultant shall comply promptly. In this regard, should the BCRUA determine it necessary, Consultant shall make all records and books relating to this Agreement available to the BCRUA for inspection and auditing purposes. Payment of Invoices: The BCRUA reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the BCRUA shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the BCRUA or because of amounts which the BCRUA has a right to withhold under this Agreement or state law. The BCRUA shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 7.01 INSURANCE Consultant shall meet all BCRUA's Insurance Requirements. A Certificate of Insurance shall be provided to BCRUA upon execution of this Agreement. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the BCRUA receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the BCRUA in the event: (a) There is a bona fide dispute between the BCRUA and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the 3 service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the BCRUA from making a timely payment with federal funds; or (d) The invoice is not mailed to the BCRUA in strict accordance with any instruction on the purchase order relating to the payment. 9.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the BCRUA's current revenues only. It is understood and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any BCRUA fiscal year if the governing body of the BCRUA does not appropriate funds sufficient to purchase the services as determined by the BCRUA's budget for the fiscal year in question. The BCRUA may effect such termination by giving Consultant a written notice of termination at the end of its then-current fiscal year. 10.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by BCRUA Council or by the BCRUA Manager, if the BCRUA determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties,of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the BCRUA shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 11.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the BCRUA may terminate this Agreement for the convenience of the BCRUA, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the BCRUA for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the BCRUA upon termination of this Agreement, and shall be promptly delivered to the BCRUA in a reasonably organized form without restriction on future use. Should the BCRUA subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. 4 Termination of this Agreement shall extinguish all rights, duties, and obligations of the BCRUA and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the BCRUA to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the BCRUA shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of employing another firm to complete the useable work, and other factors will affect the value to the BCRUA of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the BCRUA to pay for any work which it deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement. 12.01 NON-SOLICITATION All parties agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 13.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's employees or subcontractors are not the BCRUA's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the BCRUA agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. 5 (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the BCRUA in skills necessary to perform services required by this Agreement. (6) BCRUA shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the BCRUA. 14.01 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the BCRUA for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the BCRUA is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the BCRUA's business and any other information which reasonably should be understood to be confidential to BCRUA is confidential information of BCRUA. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The BCRUA's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. 6 Any and all materials created and developed by Consultant in connection with services performed under this Agreement, including all trademark and copyright rights, shall be the sole property of BCRUA at the expiration of this Agreement. 15.01 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 16.01 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the BCRUA or of this Agreement, then and in that event the BCRUA shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the BCRUA's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the BCRUA, its directors, employees or agents. In no event shall Consultant be liable to the BCRUA, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total fees paid by the BCRUA to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 17.01 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify BCRUA, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and fees incident to any work done as a result hereof. To the extent allowable by law, BCRUA agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and 7 fees incident to any work done as a result hereof. 18.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 19.01 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The BCRUA will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf, or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the BCRUA shall provide Consultant with a certificate from the Texas State Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 20.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the BCRUA of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights, if required in the performance of the services contracted for herein, and same shall belong solely to the BCRUA at the expiration of the term of this Agreement. B. In accordance with Chapter 2271, Texas Government Code,a governmental entity may not enter into a contract with a company for goods and services unless that contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. The signatory executing this Agreement on behalf of the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. 8 21.01 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 22.01 DESIGNATION OF REPRESENTATIVES The BCRUA hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Karen Bondy, General Manager 221 East Main Street Round Rock, Texas 78664 (512) 215-9151 kbondyQbcrua.org 23.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Walker Partners, LLC 804 Las Cimas Parkway, Suite 150 Austin, TX 78746 Notice to BCRUA: BCRUA 221 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the BCRUA and Consultant. 24.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall 9 be governed by and construed in accordance with the laws and court decisions of Texas. 25.01 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 26.01 DISPUTE RESOLUTION The BCRUA and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 27.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement 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 Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 28.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the BCRUA and according to generally accepted business practices. 29.01 GRATUITIES AND BRIBES BCRUA, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by BCRUA that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any BCRUA Officer, employee or elected representative with respect to the 10 performance of this Agreement. In addition, Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code. 30.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 31.01 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to BCRUA due to Consultant's failure to perform in these circumstances, BCRUA may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of BCRUA's additional legal rights or remedies. BCRUA shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The BCRUA agrees to provide Consultant with one fully executed original. 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. WALKER PARTNERS By: Senior Vice President June 10,2022 Date BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. By: — Na'Cole Thompson, BCRUA President Date APPROVED AS TO FORM: By: Stephan L. Sheets, BCRUA Attorney 12 Exhibit „A„ 4�r Partners rs i surveyors 804 Las Cimas Pkwy.,Suite 150 Austin,Texas 78746 Development of Cybersecurity Standard Operating Procedures Identified in Brushy Creek regional Authority's Emergency Response Plan Overview On October 23, 2018, Congress signed into law the America's Water Infrastructure Act (AWIA) (5.3021 Law 115-270). Per section 2013 of Title II, AWIA required the Brushy Creek Regional Utility Authority (BCRUA) to conduct a Risk and Resilience Assessment (RRA) of their community water systems and develop a corresponding Emergency Response Plan (ERP) or update an existing ERP. The ERP was developed and submitted on June 22, 2021. The ERP recommended the development of Standard Operating Procedures (SOPS) and additional measures related to cyber threats. Purpose The purpose of this project is to determine and implement the SOPs determined by the ERP. The scope of work for the Short-Term Backup SOPS known as Phase 1. Phase 2, Longer-Term Cybersecurity Improvement Plan, is not included in this scope. Not included in this scope is any Phase 2 measures identified in the ERP and/or SOP effort that require additional hardware and programing changes. Scope of Work Task 1 — Phase 1: SOP - SCADA Backup Procedures Task 2 — Phase 1: SOPs - Electrical Power Outage and Sabotage (Two Separate SOPS) Task 3 — Phase 1: Project Management Task 1.0 — Phase 1: SOP - SCADA Backup Procedures 1.1 Passive network data collection 1.2 Develop high-level network architecture drawing with recommendations 1.3 Define backup policy and scheme (with Alterman) 1.4 Facilitate meeting(s) with BCRUA/Alterman to develop specific procedures for backups and storage 1.5 Draft SOP / Policy 1.6 Review Meeting / Workshop (Virtual) 1.7 Incorporate changes /final www.WalkerPartmers.com TBPE Registration No. 8053 1 TBPLS Registration No. 10194317 Exhibit "A" Task 2.0 — Phase 1: SOPS - Electrical Power Outage and Sabotage (Two Separate SOPS) 2.1 Facilitate meeting(s) with BCRUA and critical customers /vendors to better understand current state, discuss best practices, and evaluate strategies and resource constraints within the environment 2.2 Draft SOPs / Policy 2.3 Review Meeting /Workshop (Virtual) 2.4 Incorporate changes/final Task 3.0 — Phase 1: Project Management 3.1 Invoicing — Monthly invoice will be based upon percent complete of scope of work 3.2 Status Reports — Summary of monthly activity compared to scope of work, summary of fee request, and identification of any outstanding issues 3.3 Quality Control / Quality Assurance — All deliverables will be reviewed by experienced Walker Partners staff. All comments by BCRUA staff and internal staff will be tracked and responded to in a timely manner 3.4 Document Controls and Project Close-Out — Organize project information, manage access to information, post notices as needed, and archive information as required by BCRUA Deliverable Summary 1. Monthly status reports and invoices. 2. Minutes for review meetings and workshops. 3. One (1) color printed and bound copy of the SOPs. 4. Two (2) electronic copies (1 PDF / 1 Microsoft Word) of the SOPS on a flash drive (with encryption) or through a secure portal. Assumptions 1. BCRUA will assist in assessing cybersecurity components of their water system including, but not limited to, the SCADA system and the IT network, using cybersecurity analysis tools recommended by Walker Partners. 2. Review meetings/Workshops will be conducted at the BCRUA Water Treatment Plant Main Conference Room or by virtual meeting. Attachments 1. Elston Johnson and Associates Scope and Fee Proposal www.WalkerPartners.com 2 W Total Time 0 Task (weeks Senior Senior� M Project Project Support Q Task Description(Phase 1-Short Term Backup SOP) Duration from Project Project Subtotal Subconsultant Task Total Q pr M (weeks) Notice to Manager Manager Manager Engineer Staff N Proceed) Q � Task 1.0 Phase 1:SOP-SCADA Backup Procedures $25,000.00 $28,650. W 1.1 Passive network data collection 1 1 1 $110.00 A 1.2 Develop high-level network architecture drawing with recommendations 1 2 2 $220.00 O 1.3 Define backup policy and scheme(with Alterman) 2 4 2 1 $400.00 Facilitate meeting(s)with BCRUA/Alterman to develop specific procedures for 1.4 backups and storage 1 5 1 4 $730.00 1.5 Draft SOP/Policy 1 61 1 4 $730.00 1.6 Review Meeting/Workshop Virtual 1 7 1 1 4 $730.00 1.7 Incorporate changes/final 1 8 1 4 $730.00 Task 2.0 Phase 1:SOPS-Electrical Power O!tW and Sabotage(Two Separate SOPS $25,000.00 $27,920.00 Facilitate meeting(s)with BCRUA and critical customers/vendors to better understand current state,discuss best practices,and evaluate strategies and 2.1 Iresource constraints within the environment 1 9 1 4 $730.00 2.2 Draft sops/Policy 2 ill 1 4 $730.00 2.3 Review Meeting/workshop(Virtual) 1 12 1 1 4 $730.00 2.4 Incorporate changes/final 2 14 1 4 $730.001 m Task 3.0 Phase 1:Project Management $5,870.00, X 3.1 Invoicing 2 1 $650.00 3 3.2 Status Reports 2 6 $1,240.00 Cr 3.3 Quality Control/Quality Assurance 8 $2,320.00 3.4 Document Controls and Project Close-Out 1 1 6 6 $1,650.00 D Subconsukant fee markup(S%J I $2,5W.001 $2,500.00 Total Compensation Will Be a Lump Sum of 1514,MO.001 $50,000.00 $64,440.00 I I� I I II I Exhibit "A" Proposed Schedule Following page. www_WalkerPartners_com f Professional Engineering Scope of Work Brushy Creek Regional Utility Authority ®vv�ker Panners for SOP Development Development of Cybersecurity Standard Operating Procedures Identified in BCRUA's ERP +ngin4*rs i surveyors ID ID Task Name Duration Start Finish 1022 July 2022 ,-August 2022 September 2022 October 2022 r+u 10 15 20.25-JLS 110 1 _4L3Lw_4 9_14 i9-7+1At 1 1 BCRUA Standard Operating Procedure 82 days Fri 6/24/22 Mon 10/17/22 2 2 Notice to Proceed 0 days Fri 6/24/22 Fri 6/24/22 •...6/24 3 3 Phase 1:SOP-SCADA Backup Procedures 40 days Tue 7/5/22 Mon 8/29/22 4 4 Task 1.1-Passive Network Data Collection S days Tue 7/5/22 Mon 7/11/22 5 5 Task 1.2-Develop high-level network architecture drawing with 5 days Tue 7/12/22 Mon 7/18/22 recommendations 6 6 Task 1.3-Define backup policy and scheme(with Alterman) 10 days Tue 7/26/22 Mon 8/8/22 7 7 Task 1.4-Facilitate meeting(s)with BCRUA/Alterman to 5 days Tue 8/2/22 Mon 8/8/22 #1 . develop specific procedures for backups and storage 8 8 Task 1.5-Draft SOP/Policy 5 days Tue 8/9/22 Mon 8/15/22 Z� 9 9 Task 1.6-Review Meeting/Workshop(Virtual) 5 days Tue 8/16/22 Mon 8/22/22 10 10 Task 1.7-Incorporate changes/final 5 days Tue 8/23/22 Mon 8/29/22 . 11 11 Submit SCADA Backup Procedures SOP 0 days Mon 8/29/22 Mon 8/29/22 �'8/29 12 12 Phase 1:SOPS-Electrical Power Outage and Sabotage(Two 35 days Tue 8/30/22 Mon 10/17/22 Separate SOPS) 13 13 Task 2.1-Facilitate meeting(s)with BCRUA/critical customers/ver 5 days Tue 8/30/22 Mon 9/5/22 IifT 14 14 Task 2.2-Draft SOPs/Policy 10 days Tue 9/13/22 Mon 9/26/22 4i 15 15 Task 2.3-Review Meeting/Workshop(Virtual) 5 days Tue 9/20/22 Mon 9/26/22 dolit i 16 16 Task 2.4-Incorporate changes/final 10 days Tue 10/4/22 Mon 10/17/22 F=wmki11 17 17 Submit Electrical Power Outage and Sabotage SOPS 0 days Mon 10/17/22 Mon 10/17/22 10/17 18 18 Phase 1:Project Management 82 days Fri 6/24/22 Mon 10/17/22 19 19 Task 3.1-Invoicing 82 days Fri 6/24/22 Mon 10/17/22 . I I 20 20 Task 3.2-Status Reports 82 days Fri 6/24/22 Mon 10/17/22 21 21 Task 3.3-Quality Control/Quality Assurance 82 days Fri 6/24/22 Mon 10/17/22 22 22 Task 3.4-Document Controls and Project Close-Out 82 days Fri 6/24/22 Mon 10/17/22 I Task Inactive Task Manual Summary Rolkrp External Milestone Project.BCRUA SOP Project Schedule V1_2022- Split ,,. ,,,.. .. Inactive Milestone Manual Summary Deadline # Date:Tue 5/31/22 Milestone • Inactive Summary Start-only I Progress Summary I � Manual Task Finish-only I Manual Progress i I Project Summary Duration•onty Exte.1Tasks Page 1 Tue 5/31/22 ORIGINAL EXECUTED DOCUMENT TO FOLLOW. . . BRUSHY CREEK REGIONAL UTILITY AUTHORITY PROFESSIONAL CONSULTING SERVICES AGREEMENT FOR DEVELOPMENT OF CYBERSECURITV OPERATING PROCEDURES WITH WALKER PARTNERS, LLC THE STATE OF TEXAS § THE BCRUA OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § THIS AGREEMENT for professional consulting services related to a development of Cybersecurity Standard Operating Procedures as identified in the Brushy Creek Regional Authority's Emergency Response Plan (the "Agreement") is made by and between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY, a Texas local government corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "BCRUA"), and WALKER PARTNERS, LLC, a Texas limited liability company, whose offices are located at 804 Las Cimas Parkway, Suite 150, Austin, Texas 78746, (hereinafter referred to as the"Consultant"). RECITALS: WHEREAS, BCRUA has determined that there is a need for a Cybersecurity Standard Operating Procedures as identified in the Brushy Creek Regional Authority's Emergency Response Plan; and WHEREAS, BCRUA desires to contract with the Consultant for such services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved. 4877-5298-1796fss2 BCRUA reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 2.01 PROPOSAL FOR SERVICES For purposes of this Agreement Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being attached to this Agreement as Exhibit "A"titled "Scope of Services," which document is incorporated herein for all purposes. 3.01 SCOPE OF SERVICES Consultant shall satisfactorily provide all services described herein and as set forth in Exhibit "A" according to the schedule agreed upon by the parties. Consultant's undertaking shall be limited to performing services for BCRUA and,-'or advising BCRUA concerning those matters on which Consultant has been specifically engaged. Consultant shall perform services in accordance with this Agreement, in accordance with the appended proposal for services, and in a professional and workmanlike manner. 4.01 LIMITATION TO SCOPE OF SERVICES Consultant and BCRUA agree that the scope of services to be performed is enumerated in Exhibit "A" and herein, and Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A," however, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to and must be embodied in a valid Supplemental Agreement as described in 10.01. 5.01 CONTRACT AMOUNT In consideration for the consulting services to be performed by Consultant, BCRUA agrees to pay Consultant in accordance with the "Proposed Schedule and Budget," which document is attached hereto and incorporated herein for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit"A." Not-to-Exceed Total Payment for Services: Consultant's total compensation for consulting services hereunder shall not exceed Sixty-Four Thousand Nine Hundred Forty and No/100 Dollars ($64,940.00). This amount represents the absolute limit of BCRUA's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA shall pay, strictly within the not-to-exceed sum recited herein, Consultant's fees for work done on behalf of BCRUA. Payment for Reimbursable Expenses: There shall be no payments for reimbursable expenses included in this Agreement. 2 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the BCRUA, in accordance with the delineation contained herein, for services rendered. Such invoices for services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the BCRUA. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the BCRUA relative to service deliverables, Consultant shall comply promptly. In this regard, should the BCRUA determine it necessary, Consultant shall make all records and books relating to this Agreement available to the BCRUA for inspection and auditing purposes. Payment of Invoices: The BCRUA reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the BCRUA shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the BCRUA or because of amounts which the BCRUA has a right to withhold under this Agreement or state law. The BCRUA shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 7.01 INSURANCE Consultant shall meet all BCRUA's Insurance Requirements. A Certificate of Insurance shall be provided to BCRUA upon execution of this Agreement. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the BCRUA receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(6). This Prompt Payment Policy does not apply to payments made by the BCRUA in the event: (a) There is a bona fide dispute between the BCRUA and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the 3 service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the BCRUA from making a timely payment with federal funds; or (d) The invoice is not mailed to the BCRUA in strict accordance with any instruction on the purchase order relating to the payment. 9.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the BCRUA's current revenues only. It is understood and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any BCRUA fiscal year if the governing body of the BCRUA does not appropriate funds sufficient to purchase the services as determined by the BCRUA's budget for the fiscal year in question. The BCRUA may effect such termination by giving Consultant a written notice of termination at the end of its then-current fiscal year. 10.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by BCRUA Council or by the BCRUA Manager, if the BCRUA determines that there has been a significant change in (l) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the BCRUA shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement, 11.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the BCRUA may terminate this Agreement for the convenience of the BCRUA, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the BCRUA for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the BCRUA upon termination of this Agreement, and shall be promptly delivered to the BCRUA in a reasonably organized form without restriction on future use. Should the BCRUA subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. 4 Termination of this Agreement shall extinguish all rights, duties, and obligations of the BCRUA and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the BCRUA to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the BCRUA shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of employing another firm to complete the useable work, and other factors will affect the value to the BCRUA of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the BCRUA to pay for any work which it deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement. 12.01 NON-SOLICITATION All parties agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 13.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's employees or subcontractors are not the BCRUA's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the BCRUA agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. 5 (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the BCRUA in skills necessary to perform services required by this Agreement. (6) BCRUA shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the BCRUA. 14.01 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the BCRUA for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the BCRUA is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the BCRUA's business and any other information which reasonably should be understood to be confidential to BCRUA is confidential information of BCRUA. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The BCRUA's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. 6 Any and all materials created and developed by Consultant in connection with services performed under this Agreement, including all trademark and copyright rights, shall be the sole property of BCRUA at the expiration of this Agreement. 15.01 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 16.01 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the BCRUA or of this Agreement, then and in that event the BCRUA shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the BCRUA's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the BCRUA, its directors, employees or agents. In no event shall Consultant be liable to the BCRUA, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total fees paid by the BCRUA to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 17.01 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify BCRUA, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and fees incident to any work done as a result hereof. To the extent allowable by law, BCRUA agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and 7 fees incident to any work done as a result hereof. 18.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 19.01 LOCAL,STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The BCRUA will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the BCRUA shall provide Consultant with a certificate from the Texas State Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 20.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the BCRUA of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights, if required in the performance of the services contracted for herein, and same shall belong solely to the BCRUA at the expiration of the term of this Agreement. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless that contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. The signatory executing this Agreement on behalf of the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. g 21.01 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 22.01 DESIGNATION OF REPRESENTATIVES The BCRUA hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Karen Bondy, General Manager 221 East Main Street Round Rock, Texas 78664 (512) 215-9151 kbond a,bcrua.ora2 23.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Walker Partners, LLC 804 Las Cimas Parkway, Suite 150 Austin, TX 78746 Notice to BCRUA: BCRUA 221 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the BCRUA and Consultant. 24.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas, This Agreement shall 9 be governed by and construed in accordance with the laws and court decisions of Texas. 25.01 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 26.01 DISPUTE RESOLUTION The BCRUA and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14) or any applicable state arbitration statute. 27.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement 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 Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 28.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the BCRUA and according to generally accepted business practices. 29.01 GRATUITIES AND BRIBES BCRUA, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by BCRUA that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any BCRUA Officer, employee or elected representative with respect to the 10 performance of this Agreement. In addition, Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code. 30.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 31.01 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to BCRUA due to Consultant's failure to perform in these circumstances, BCRUA may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of BCRUA's additional legal rights or remedies. BCRUA shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The BCRUA agrees to provide Consultant with one fully executed original. II IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. WALKER PARTNERS ` t Senior Vice-President June 10, 2022 Date - BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. By: Na'Cole Thompson, BCR President Date APPROV D S TO FOR By: Iv L Stepha L. Sheets, BCRUA Attorney Exhibit "A" �Walker Partners engineers I surveyors 804 Las Cimas Pkwy.,Suite 150 A,istin,Texas 78746 Development of Cybersecurity Standard Operating Procedures Identified in Brushy Creek Regional Authority's Emergency Response Plan Overview On October 23, 2018, Congress signed into law the America's Water Infrastructure Act (AWIA) (S.3021 Law 115-270). Per section 2013 of Title II, AWIA required the Brushy Creek Regional Utility Authority (BCRUA) to conduct a Risk and Resilience Assessment (RRA) of their community water systems and develop a corresponding Emergency Response Plan (ERP) or update an existing ERP. The ERP was developed and submitted on .lune 22, 2021. The ERP recommended the development of Standard Operating Procedures (SOPs) and additional measures related to cyber threats. Purpose The purpose of this project is to determine and implement the SOPS determined by the ERP. The scope of work for the Short-Term Backup SOPS known as Phase 1. Phase 2, Longer-Term Cybersecurity Improvement Plan, is not included in this scope. Not included in this scope is any Phase 2 measures identified in the ERP and/or SOP effort that require additional hardware and programing changes. Scope of Work Task 1 — Phase 1: SOP - SCADA Backup Procedures Task 2 — Phase 1: SOPS - Electrical Power Outage and Sabotage (Two Separate SOPs) Task 3 — Phase 1: Project Management Task 1.0 - Phase 1: SOP - SCADA Backup Procedures 1.1 Passive network data collection 1.2 Develop high-level network architecture drawing with recommendations 1.3 Define backup policy and scheme (with Alterman) 1.4 Facilitate meeting(s) with BCRUA / Alterman to develop specific procedures for backups and storage 1.5 Draft SOP / Policy 1.6 Review Meeting / Workshop (Virtual) 1.7 Incorporate changes /final www.WalkerPartnemeam TBPE Registration No. 8053 1 TBPLS Registration No. 10194317 Exhibit "A" Task 2.0 — Phase 1: SOPS - Electrical Power Outage and Sabotage (Two Separate SOPS) 2.1 Facilitate meeting(s) with BCRUA and critical customers /vendors to better understand current state, discuss best practices, and evaluate strategies and resource constraints within the environment 2.2 Draft SOPs / Policy 2.3 Review Meeting /Workshop (Virtual) 2.4 Incorporate changes /final Task 3.0 — Phase 1: Project Management 3.1 Invoicing — Monthly invoice will be based upon percent complete of scope of work 3.2 Status Reports-- Summary of monthly activity compared to scope of work, summary of fee request, and identification of any outstanding issues 3.3 Quality Control / Quality Assurance — All deliverables will be reviewed by experienced Walker Partners staff. All comments by BCRUA staff and internal staff will be tracked and responded to in a timely manner 3.4 Document Controls and Project Close-Out — Organize project information, manage access to information, post notices as needed, and archive information as required by BCRUA Deliverable Summary 1. Monthly status reports and invoices. 2. Minutes for review meetings and workshops. 3. One (1) color printed and bound copy of the SOPs. 4. Two (2) electronic copies (1 PDF / 1 Microsoft Word) of the SOPs on a flash drive (with encryption) or through a secure portal. Assumptions 1. BCRUA will assist in assessing cybersecurity components of their water system including, but not limited to, the SCADA system and the IT network, using cybersecurity analysis tools recommended by Walker Partners. 2. Review meetings/Workshops will be conducted at the BCRUA Water Treatment Plant Main Conference Room or by virtual meeting. Attachments 1. Elston Johnson and Associates Scope and Fee Proposal www.WalkerPariners.com 2 w � Total Time 0 Task (weeks Senior Senior M Project Project Support Task Description(Phase 1-Short Term Backup SOP) Duration from Project Project Subtotal Subconsultant Task Total Q N {weeks} Notice to Manager Manager Manager Engineer Staff N Proceed) CL Task 1.0 Phase 1:SOP-SCADA Backup Procedures $25,000.00 $28,650,00W n 1.1 Passive network data collection 1 1 1 $110.00 n 1.2 Develop high-level network architecture drawing with recommendations 1 2 2 $220.00 O 3 1.3 Define backup policy and scheme{with Alterman) 2 4 1 1 $400.00 Facilitate meeting(s)with BCRUA/Alterman to develop specific procedures for 1.4 backups and storage 1 5 1 4 $730.00 1.5 Draft SOP/Policy 1 6 1 4 $730.00 1.6 Review Meeting/Workshop Virtual 1 71 1 4 $730.00 1.7 Incorporate changes/final 1 8 1 4 $730.00 ask 2.0 Phase 1:SOPS-Electrical Power Outage and Sabotage(Two Separate SOPS $25,000.00 $27,920.DO Facilitate meeting(s)with BCRUA and critical customers/vendors to better understand current state,discuss best practices,and evaluate strategies and 2.1 Iresource constraints within the environment 1 9 1 1 4 $730.00 2.2 Draft SOPS/Policy 2 11 1 4 $730.00 2.3 Review Meeting/Workshop(Virtual) 1 121 1 4 $730.00 2.4 Incorporate changes/final 2 141 1 1 4 $730.00 m Task 3.0 Phase 1:Project Management 55,870,D01X 3.2 Invoicing 2 1 $660.00 3.2 Status Reports 2 6 $1,240.00 CT 3.3 Quality Control/Quality Assurance 8 $2,320.00 "~ 3.4 Document Controls and Project Close-Out 6 61 $1,650.00 Subconsuftant fee markup(5%) $2,500.00 $2,500.130 Total Compensation Will Be a lump Sum of $14,940.001 SSO,000.001$64,940.00 Exhibit "A" Proposed Schedule Following page. www.WalkerPartners.com 4 Professional Engineering Scope of Work Brushy Creek Regional Utility Authority eaN ker Partners for SOP Development Development of Cybersecurity Standard operating Procedures Identified in BCRUA's ERP engineers I surveyors ID ID Task Name Duration start Finish ro22 I July 2022 August 2022 September 2022 October 2022 Nova _ aLlslial�slsols11a1151zo1�sI30'4191L41191z41z9L3.1.aJi�Llaltal2sL31sJ1al1slz3 1 1 BCRUA Standard Operating Procedure 82 days Fri 6/24/22 Mon 10/17/22 F3_ 2 Notice to Proceed 0 days Fri 6/24/22 Fri 6/24/22 6/24 3 Phase 1:SOP-SCAOA Backup Procedures 40 days Tue 7/5/22 Mon 8/29/22 4 4 Task 1.1-Passive Network Data Collection 5 days Tue 7/5/22 Mon 7/11/22 5 5 Task 1.2-Develop high-level network architecture drawing with 5 days Tue 7/12/21 Mon 7/18/22 recommendations 6 6 Task 1.3-Define backup policy and scheme(with Alterman) 10 days Tue 7/26/22 Mon 8/8/22 7 7 Task 1.4-Facilitate meeting{s)with BCRUA/Alterman to 5 days Tue 8/2/22 Mon 8/8/22 develop specific procedures for backups and storage 8 8 Task 1.5-Draft SOP/Policy 5 days Tue 8/9/22 Mon 8/15/22 9 9 Task 1.6-Review Meeting/Workshop(Virtual) 5 days Tue 8/16/22 Mon 8/22/22 10 10 Task 1.7-Incorporate changes/final 5 days Tue 8/23/22 Mon 8/29/22 11 11 Submit SCADA Backup Procedures SOP 0 days Mon 8/29/22 Mon 8/29/22 8/29 1212 Phase 1:SOPs-Electrical Power Outage and Sabotage(Two 35 days Tue 8/30/22 Mon 10/17/22 Separate SOPs) 13 13 Task 2.1-Facilitate meeting(s)with BCRUA/critical customers/vers days Tue 8/30/22 Mon 9/5/22 14 14 Task 2.2-Draft SOPS/Policy 10 days Tue 9/13/22 Mon 9/26/22 15 15 Task 2.3-Review Meeting/Workshop(Virtual) 5 days Tue 9/20/22 Mon 9/26/22 16 16 Task 2.4 Incorporate changes/final 10 days Tue 10/4/22 Mon 10/17/22 E1817 17 Submit Electrical Power Outage and Sabotage SOPS 0 days Mon 10/17/22 Mon 10/17/22 ;'10/17 18 Phase 1:Project Management 82 days Fri 6/24/22 Mon 10/17/22 19 19 Task 3.1-Invoicing 82 days Fri 6/24/22 Mon 10/17/22 20 20 Task 3.2-Status Reports 82 days Fri 6/24/22 Mon 10/17/22 # 21 21 Task 3.3-Quality Control/Quality Assurance 82 days Fri 6/24/22 Mon 10/17/22 i 22 22 Task 3.4-Document Controls and Project Close-Out 82 days Fri 6/24/22 Mon 10/17/22 Vis' Task Inactive Task Manual Summary Rolkip External Milestone Split Inactive Milestone Manual Summary l�� Deadline Project:BCRUA SOP Project Schedule V1 2022- Date:Tue 5/31/22 Milestone ♦ Inactive Summary Start-only Progress Summary � � Manual Task Finish-only Manual Progress Project Summary t"'"--7 Duration-only External Tasks Page 1 Tue 5/31/22 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1ofI Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Nana of business entity filing forth,and the city,state and country of the business entity's place Certificate Number of business. 2022-900727 Walker Partners,LLC Waco,TX United States Date Fled: 2 Nam of governmental entity or stab agency that Is a party to the corrtract for which the form Is06/17/2022 being filed. Brushy Creek Regional Utility Authority ]Date Acknowledged: 3 Provide the Identification number used by the governmental entity or stats agency to tracts or Identify the contract,and provide a description of the services,goods.or other properly to be provided under the contract 3-00670 Professional surveying and engineering services In connection with BCRUA Phase 2 Raw Water Delivery System,Supplemental Amendment No. 13. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Walker Jr.,George E. Waco,TX United States X 5 Check only If there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is George E Walker.Ir. and my date of birth is My address is 823 Washington Avenue.Suite 1010 Waco TX 76701 US (sued) (may) (fie) (bp Code) (entry) I declare under penalty of perjury that the foregoing is true and correct. Executed in McLennan County, Slate of Texas ,on the 17th day of June 20_V_ (month) (year) Signature of zed agent of contracting busentity m (oedmnt) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1.4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2022-900727 Walker Partners, LLC Waco,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is06/17/2022 being filed. Brushy Creek Regional Utility Authority Date Acknowledged: 06/17/2022 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 3-00670 Professional surveying and engineering services in connection with BCRUA Phase 2 Raw Water Delivery System,Supplemental Amendment No. 13. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (shack applicable) Controlling Intermediary Walker Jr.,George E. Waco,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is _ and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in _._ County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity Dedarant) Forms provided by Texas Ethics Commission www.ethics.state tx.us Version V1.1.191b5cdc DATE: June 17, 2022 SUBJECT: BCRUA Board Meeting—June 22, 2022 ITEM: 6C. Consider a resolution authorizing the President to execute the Professional Consulting Services Agreement for Development of Cybersecurity Operating Procedures to Walker Partners, LLC. PRESENTER: Karen Bondy,General Manager BACKGROUND/JUSTIFICATION: BCRUA developed an Emergency Response Plan (ERP)as required by the America's Water Infrastructure Act.The ERP identified the need for development of Standard Operating Procedures for BCRUA's network, including backup procedures and response to SCADA failure, electrical power outages, as well as response to unauthorized entry to facilities and floating intake security.Walker Partners,with expert consultants,will facilitate meetings with BCRUA and critical customers and vendors, develop network architecture recommendations and procedures, including backup and storage.These services will be performed for a contract amount of$64,940. BCRUA staff and the Operations Committee have reviewed and negotiated the proposed Supplemental Contract No. 13 with Walker Partners/Freese and Nichols Joint Venture and recommend Board approval. Staff will be available to answer any questions or concerns during the Board Meeting. FUNDING: Staff budgeted and will use FY22 Operating Funds for these improvements.