Exhibit 2 - Original Contract
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Subscription Agreement 1
SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made on the date set out below between Allegro Development Corporation, a corporate entity organized under the laws of the State of Delaware, whose principal place of business is at 600 N. Pearl Street, Suite 2000, Dallas, TX 75201 ("Allegro") and the City of Denton, a Texas home rule municipal corporation with an address of 901B Texas Street, Denton, Texas 76209 (the “Customer”).
1. Definitions
In this Agreement, the following terms shall have the following definitions:
Affiliate means, in respect of a company, a company which is its subsidiary or holding company, whether direct or indirect, or a company which is a direct or indirect subsidiary of that holding company and shall include such entities whether now existing or later established by investment, merger or otherwise, including the successors and assignees of such entities;
Agreement means this agreement and the schedules attached and hereby incorporated hereto;
Confidential Information means any information belonging or relating to a party (including its Affiliates) disclosed by or on behalf of that party (the “Disclosing Party”) to the other party (including its Affiliates) (the “Receiving Party”) whether in writing, orally or by any other means, directly or indirectly, intentionally or unintentionally, before, on or after the date of this Agreement, relating to the business, activities, products, services, technology and financial information of either party or its customers, employees or officers, and any other information of the Disclosing Party that is conspicuously marked confidential or that the Receiving Party ought reasonably to have known was confidential, including but not limited to (i) proprietary or trade secret information, know-how, intellectual property, marketing, commercial, legal, operational, and administrative activities, pricing information, benchmarking studies, trading positions, strategy, specifications, designs, plans, drawings, hardware, software, data, prototypes, facilities, premises, systems, security, procedures, and (ii) any reports, copies, summaries, analyses, data, plans, forecasts, compilations, studies, notes, discussions, interpretations, memoranda and other documents which contain or otherwise reflect or are generated from any information specified in sub-paragraph (i) hereof and the contents thereof. To the extent authorized by the laws of the State of Texas, the terms and conditions of this Agreement and any Order Forms shall be Confidential Information;
Documentation means any and all technical and user documentation provided, made available or amended from time to time by Allegro related to the Product or the Subscription Service;
Order Form means any and all order forms under which the Customer contracts to receive products or services from Allegro or its Affiliates;
Product means the software programs identified in the schedules individually or collectively as referred to in the schedules and as may be amended from time to time in accordance with the terms of this Agreement;
Subscription Fee means the fees set out in the schedules or any Order Forms;
Subscription Period means the period in which this Agreement remains in force as identified in Schedule 1;
Subscription Service means the remote computer access to the Product for the Subscription Period specified in this Agreement and any other services that Allegro may in the future introduce for subscription under this Agreement;
2. The Subscription Service
In consideration for payment of the Subscription Fees Allegro shall provide the Subscription Service during the Subscription Period.
The Customer shall have remote access to the Product through the Subscription Service solely for its internal business use and only during the Subscription Period. Except for this limited usage right during the Subscription Period, nothing in this Agreement grants the Customer any rights, title or interest in the Product.
3. Additional Services
In addition to the Subscription Service, Allegro pursuant to an Order Form shall provide the Customer with additional services upon payment of the relevant fees.
4. Customer's obligations
The Customer shall access the Product only by means of the remote access facilities enabled by the Subscription Service. The Customer shall, at its own expense, install, maintain and operate any equipment (including, computers, software and communications lines) necessary to enable it to use the Subscription Service. The Customer shall comply with all reasonable recommendations made by Allegro in relation to the selection, operation and maintenance of such equipment.
Access to the Subscription Service shall be limited to the number and types of users specified in the schedules.
Allegro reserves the right to establish, and revise from time to time, reasonable policies, procedures and regulations regarding its services, and will provide written notice to Customer at least 30 (thirty) days prior to any changes. Customer agrees to comply with such policies, procedures and regulations, provided that if such changes negatively affect the Customer's use of the Subscription Service in any material respect, as is notified to Allegro within 30 days of being made aware of such changes, then such changes shall not apply to the Customer.
The Customer shall at all times use the latest release of the Product made available to Customer under this Agreement, or the previous release made available within the previous twelve months.
5. Customer Data and License.
During the Subscription Period, Customer grants to Allegro a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display customer data solely to the extent necessary to provide the Subscription Service to Customer. Allegro may not use customer data for any other purpose except when aggregated with the data of other customers where the identification of any particular customer cannot be ascertained
6. Payment of fees and costs
The Customer shall pay the Subscription Fee to Allegro in advance, within 30 (thirty) days of issue of Allegro's invoice, provided that such invoice is in accordance with the Subscription Fee detailed in the schedules as amended from time to time by Order Forms.
In addition to the foregoing, after providing a written estimate to Customer, the Customer shall reimburse Allegro for documented travel, accommodation and daily allowance or out-of- pocket expenses and travel time incurred in accordance with Allegro's then-current policy on reimbursable expenses.
During the Subscription Period, Allegro may increase the Subscription Fee each year with effect from the first of January. Allegro shall ensure that no increase in the total Subscription Fee set out in the schedules exceeds (in percentage terms) the percentage increase in U.S. Consumer Price Index (CPI-U: U.S. city
Subscription Agreement 2
average) (or any successor to such index from time to time), since the previous such increase (or, if there has been no previous increase, the date of this Agreement).
Payments to Allegro under this Agreement do not include, and the Customer shall be responsible for, all applicable sales, use, goods and services, value added or other taxes, levies, imposts, duties, fees, assessments or charges of whatever nature, including any interest, penalty, or addition thereto (collectively, "Taxes") arising from this Agreement (excluding, however, taxes based on Allegro's gross or net income). To the extent authorized by the laws of the State of Texas the Customer shall pay all such Taxes when due and will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes.
All payments due by the Customer to Allegro hereunder will be made free and clear of any offset or counterclaim, and without any deduction or withholding of any present or future Taxes. To the extent authorized by the laws of the State of Texas, if any such Taxes are levied or imposed on any of the transactions arising from this Agreement, the Customer shall pay the full amount of such Taxes (to Allegro or the relevant taxing authority, as appropriate), and shall pay to Allegro any additional amount necessary to ensure that the net payment, after withholding or deduction of such Taxes, shall be no less than the amount due for the transaction under this Agreement.
Without prejudice to any of Allegro's other rights, if the Customer fails to pay fees when they are due, Allegro may charge the Customer interest at the lesser of: (i) 6% per annum of the total sum due, or (ii) the statutory rate of interest as prescribed by law; calculated daily from the due date for payment until the date on which the obligation of the Customer to pay the sum is discharged in full (whether before or after judgment). The parties agree that such sum has been agreed commercially and in good faith as a reasonable pre-estimate of such loss by way of liquidated damages.
Failure to pay fees when due shall be a material breach of this Agreement. The Customer shall not be entitled to withhold fees on the grounds that there are pending complaints or disputes.
Without prejudice of any of its other rights, Allegro shall be entitled to suspend the rendering of any service should the Customer be at the relevant time in default in the payment of sums due to Allegro under the provisions of this Agreement. Notwithstanding the provisions of this Clause, said suspension shall not thus be deemed a breach of this Agreement by Allegro nor a ground of termination of this Agreement by the Customer.
7. Warranty
Allegro warrants that the Subscription Service will be provided with reasonable skill and care. THE WARRANTIES SET OUT IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALLEGRO AND ITS LICENSORS HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT ANY LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE.
8. Limitation of Liability
Other than in respect of a breach of the confidentiality provisions of this Agreement, neither party shall be liable to the other or to any third party for any: (a) loss of software, loss of or corruption to data, loss of profits or revenues, loss of contracts, loss of operation time, loss of goodwill or anticipated savings; or (b) any indirect, special or consequential loss, damage, costs or expense of any kind or whatever nature, even if foreseeable or if a party has been advised of their possibility and in all cases however caused and whether arising under or in connection with this Agreement, tort (including negligence), breach of statutory duty or otherwise. For the avoidance of doubt, the Customer's liability for fees due or payable by the Customer lost by Allegro as a result of the Customer's breach
of this Agreement are not excluded under this Clause 8.
The entire liability of Allegro under or in connection with this Agreement shall at all times be limited to an amount no greater in the aggregate than US$200,000.
Nothing in this Agreement shall operate to exclude or restrict either party's liability for death or personal injury resulting from negligence, or liability arising as a result of fraud for which no limit applies. Customer expressly waives immunity from suit for any claim arising out of or in connection with this Agreement.
To the extent authorized by the laws of the State of Texas, the Customer shall be responsible for, and indemnify Allegro on demand for, all loss or damage arising in connection with any breach of the terms of this Agreement by it or its user group or by any person permitted by the Customer or its user group to access or use the Subscription Service or the Product.
9. Infringement
The intellectual property rights (“IPR”) in any services delivered pursuant to this Agreement are, and shall remain at all times, vested in Allegro or its Affiliates.
ALLEGRO SHALL INDEMNIFY THE CUSTOMER AGAINST ANY DAMAGES (INCLUDING COSTS) THAT MAY BE AWARDED UNDER ANY FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION OR AGREED IN FINAL SETTLEMENT IN RESPECT OF ANY CLAIM OR ACTION BROUGHT AGAINST THE CUSTOMER, ON THE BASIS THAT ITS ACCESS TO THE SUBSCRIPTION SERVICE OR THE PRODUCT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THIS AGREEMENT INFRINGES THE IPR OF ANY THIRD PARTY, PROVIDED THAT THE CUSTOMER COMPLIES WITH CLAUSE 10.
Allegro shall have no liability for any loss, liability or cost arising because of (i) the Customer's negligence, wrongful acts or omissions or breach of this Agreement or (ii) access to the Subscription Service or the Product in any manner, other than as expressly permitted by this Agreement.
If a claim is made that access to the Subscription Service or the Product is, or in the reasonable opinion of Allegro may become, an infringement of the rights of another person, Allegro may at its option:
(a) replace the relevant infringing part with a comparable non-infringing software product or document (as applicable), or (b) procure for the Customer the right to continue using the relevant infringed part. If neither option is reasonably available within 30 (thirty) days of Allegro becoming aware of such claim, Allegro may terminate this Agreement by 30 (thirty) days' notice to the Customer.
To the extent authorized by the laws of the State of Texas, the Customer shall indemnify Allegro against any damages (including costs) that may be awarded under any final judgment by a court of competent jurisdiction or agreed by the Customer in final settlement in respect of any claim or action brought against Allegro provided that such claim is caused by or contributed to by Allegro having followed a design, specification, instruction, modification or enhancement given, furnished or requested by the Customer, provided that Allegro complies with Clause 10. In addition, notwithstanding any provision to the contrary in this Agreement, any such design, specification, instruction, modification or enhancement given, furnished or requested by the Customer shall be the sole responsibility of the Customer and neither the warranty given in Clause 7 nor the indemnification obligations of Allegro under this Section shall apply in respect of any such elements or work product or the combination of such elements or work product with the Subscription Service or the Product. This Clause 9 states the entire liability of Allegro with respect to any infringement caused by the use of the Product or the Subscription Service.
Subscription Agreement 3
10. Indemnities
If either party becomes aware of a matter giving rise, or likely to give rise, to a claim against it in relation to which it is entitled to be indemnified by the other party under this Agreement, it shall:
(a) notify the other party of the claim as soon as practicable and consult with the other party with respect to the claim;
(b) provide such assistance as the other party may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the claim or enforce the other party's rights in relation to the matter, and, if the other party requests, allow the other party the exclusive conduct of any related proceedings, and
(c) not admit liability in respect of or settle the claim without first obtaining the other party's written consent, such consent not to be unreasonably withheld or delayed.
11. Force majeure
If either Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by an event beyond its reasonable control (including, without limitation, strike, lock-out, labor dispute, act of God, war, riot, civil commotion, epidemic, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm), its obligations under this Agreement are suspended while the event continues and to the extent that it is prevented, hindered or delayed.
If an event of the kind referred to in this Clause continues to prevent, hinder or delay the performance of either Party’s obligations under this Agreement in a material respect for more than 30 (thirty) days, then the Party not subject to the force majeure event may terminate this Agreement with immediate effect by notice to the Party experiencing the force majeure event.
12. Term and Termination
To the extent authorized by the laws of the State of Texas, this Agreement shall remain in force for the Subscription Period. and shall automatically renew for additional terms each equal in duration to the Subscription Period unless terminated by either party by notice to the other party no less than ninety (90) days prior to the date of the expiration of the then current Subscription Period. Such termination shall be effective at the end of the then current Subscription Period.
A party may terminate this Agreement with immediate effect by notice to the other party on or within a reasonable period after the occurrence of either of the following events:
(a) the other party being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 30 (thirty) days starting on the day after receipt of notice from the first party giving details of the breach and requiring the other party to remedy the breach, or
(b) the other party passing a resolution for its winding up, a court of competent jurisdiction making an order for the other party's winding up or dissolution, the making of an administration order in relation to the other party (or a legally analogous event in any jurisdiction), or the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally (including, without limitation, proceedings under Chapter 11 of the U.S. Bankruptcy Code or a legally analogous event in any other jurisdiction).
Termination of this Agreement shall not relieve the Customer of its obligations to pay Allegro all Subscription Fees and charges during the Subscription Period, whether such Subscription Fees and charges are due on the date of termination or otherwise. As soon as practicable after termination of this Agreement (other than termination by Allegro), Allegro shall reimburse the Customer in respect of such proportion (if any) of the Subscription Fees as relates to the period after the effective date of termination
Upon termination of this Agreement, the Customer shall immediately cease all use of the Subscription Service.
Any provision that is by implication intended to remain in force after termination shall not be affected by the termination of this Agreement.
13. Notices
13.1 All notices given under or in connection with this Agreement shall be in writing in the English language.
13.2 Notices to: (a) Allegro shall be delivered by (i) DHL, FedEx or another internationally recognised express delivery service, (ii) a same-day- delivery courier service or (iii) fax to Allegro's address set out on the first page of this Agreement or another address which Allegro may have from time to time specified in a notice. (b) the Customer shall be delivered by (i) DHL, FedEx or another internationally recognised express delivery service, (ii) a same-day-delivery courier service or (iii) fax to the Customer's address set out on the first page of this Agreement, another address which the Customer may have from time to time specified in a notice or any billing address provided by the Customer from time to time.
13.3 Notices shall be deemed delivered: (a) If sent by fax, the earlier of actual receipt or one hour after transmission; (b) If sent by express delivery service, the earlier of actual receipt or the date and time of delivery at the receiving party's address as recorded by the express delivery service; (c) If sent by same-day-delivery courier service, the earlier of actual receipt or the date and time of delivery at the receiving party's address as recorded by the same-day- delivery courier service.
Any notice delivered to an address or by means other than those stated in Clause 13.2 shall be deemed not to have been delivered and shall have no force or effect. 14. Confidentiality
14.1 To the extent authorized by the laws of the State of Texas, including the Texas Public Information Act, the Receiving Party shall not use Confidential Information for a purpose other than the performance of its obligations or enforcement of its rights under this Agreement and shall not disclose Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with Clause 14.3.
14.2 To the extent authorized by the laws of the State of Texas, including the Texas Public Information Act, the Receiving Party shall not disclose Confidential Information except to any of its officers, employees, agents, professional advisors and contractors (“Authorized Representatives”) provided that disclosure is necessary for the purposes of this Agreement or for the use of the Subscription Service in accordance with Clause 14.1 of this Agreement, in which case it shall ensure that the disclosee complies with the Receiving Party's obligations of confidentiality under this Agreement as if it were the Receiving Party. 14.3 Clauses 14.1 and 14.2 do not apply to Confidential Information which:
a) is at the date of this Agreement, or at any time after that
date becomes publicly known other than by the Receiving
Party's breach of this Agreement; or
b) can be shown by the Receiving Party to the Disclosing
Party's reasonable satisfaction to have been known by
the Receiving Party before disclosure by the Disclosing
Party to the Receiving Party or subsequently to have been disclosed to the Receiving Party by a source other than
the Disclosing Party without breach of this Agreement or
other commitments.
c) the Receiving Party is required to disclose by law or by a
Subscription Agreement 4
competent regulatory authority, provided that to the extent
that it is permitted to do so, the Receiving Party making
such disclosure: i. notifies the Disclosing Party as soon as practicable
upon becoming aware of any such requirement; and
ii. follows the legal procedures under the Texas Public
Information Act, court order, or other applicable law.
Notwithstanding any other provision herein, the Parties understand that Customer is required to comply with
the Texas Public Information Act (Chapter 552of the
Texas Government Code) (''TPIA") when responding to
records requests made under the Act. Pursuant to the
requirements of TPIA, if Customer receives a request
for Confidential lnfom1ation in its possession that was
provided by the Disclosing Party and marked or
identified as being confidential, Customer will respond
to the request in accordance with the procedures set
forth in Section 552.305 of the Act Specifically,
Customer will notify Disclosing Party of Customer’s receipt of the request and will request an attorney
general decision identifying the exception(s) to
disclosure believed to apply. The Parties acknowledge
that TPIA requires a brief to be submitted to the
attorney general explaining why the claimed
exceptions apply to the information at issue. Customer
shall not be obligated to submit a brief supporting those
claimed exceptions. Disclosing Party shall be solely
responsible for submitting the brief and the documents
at issue to the attorney general at its own expense.
14.4 Each Party will expressly inform its Authorized Representatives of the confidential nature of the Confidential Information of the Disclosing Party and the purpose for which it may be used and will procure their compliance with the terms of this Agreement as if they were a party to it. The Receiving Party shall be responsible for any breach of this Agreement by any of its Authorized Representatives, and, at its sole expense, shall take all reasonable measures to restrain its Authorized Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.
14.5 Receiving Party shall not use the Confidential Information in any manner that could compete with the business of the Disclosing Party.
14.6 Confidential Information shall remain the exclusive property of the Disclosing Party. Except as specifically provided for herein, nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information of the Disclosing Party.
14.7 Subject to Clause 14.8 and within 10 (ten) days of termination of this Agreement the Receiving Party shall:
a) return to the Disclosing Party or destroy (at the option of the Disclosing Party) all documents and materials (including electronic media) or such parts thereof as contain or relate to any Confidential Information, together with any copies which are in the Receiving Party's possession, custody or control or are in the possession, custody or control of any of its Authorized Representatives, provided that such information is in a form which is capable of delivery or destruction; and
b) permanently erase all Confidential Information from any computer, word processor, mobile telecommunications device or similar device by or on behalf of the Receiving Party or by or on behalf of its Authorized Representatives
14.8 The Receiving Party may retain: (i) one copy of the Confidential Information for the purposes of and for so long as
required by any law, court or regulatory agency or authority or its internal compliance procedures; and (ii) electronic files containing Confidential Information created pursuant to automatic archiving and back-up procedures.
14.9 The Receiving Party acknowledges that neither the destruction, return nor deletion of any Confidential Information will release it from the obligations contained in this Agreement.
14.10 The Receiving Party recognizes that irreparable harm can be occasioned to the Disclosing Party by breach of this Agreement and by the unauthorized disclosure, reproduction or use of the Confidential Information by it or its Authorized Representatives and that monetary damages will be inadequate to compensate the Disclosing Party for such breach. The Receiving Party agrees that in the event of such breach, the Disclosing Party shall be entitled to injunctive or other equitable relief to protect and recover the Confidential Information and the Receiving Party will not object to the entry of an injunction or other equitable relief against the Receiving Party on the basis of an adequate remedy at law. This remedy shall be in addition to any other remedies available to the parties under this Agreement or at law. Notwithstanding the foregoing, in no event shall Customer’s compliance with the TPIA be deemed a violation of this section.
15. General Terms
15.1 Severability If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. The parties hereby agree to attempt to substitute for any invalid, unlawful or unenforceable provision a valid lawful or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, unlawful or unenforceable provision.
15.2 Reference With prior written approval by the Customer, Allegro may use Customer as a reference in connection with Allegro's efforts to provide the Service or the Product to third parties, including in particular, press releases. Notwithstanding the foregoing, Allegro may use Customer's name in a general customer list without consent. Allegro shall instruct potential customers to contact only such persons that Customer has designated for such purpose.
15.3 Authorship This Agreement is the result of negotiations between the parties, each of which is a sophisticated business entity commercially familiar with the subject matter of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
15.4 Assignment by the Customer This Agreement is personal to the Customer, which may not assign or transfer or purport to assign or transfer a right or obligation under this Agreement.
15.5 Assignment by Allegro Allegro may assign all or any of its rights or transfer all or any of its rights, obligations and liabilities under this Agreement to any of its Affiliates.
15.6 No Solicitation The Customer shall not, during the Subscription Period and continuing for a period of 1 (one) year following termination of this Agreement, solicit the employment nor hire any (i) current employee of Allegro and of its Affiliates; or (ii) any person who was an employee of Allegro or of its Affiliates within the immediately preceding 12 (twelve) month period. Nothing in this Clause shall prevent the Customer hiring any employee or former employee of Allegro provided such employee is not utilized in connection with (a) the Product or (b) any software similar to the Product on commencement of employment, and for a period of 1
Subscription Agreement 5
(one) year following commencement of employment
15.7 Waiver The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
15.8 Governing Law and Jurisdiction This Agreement shall be governed by, and shall be construed in accordance with, Texas law. The courts of Texas have exclusive jurisdiction to decide any disputes, which may arise out of or in connection with this Agreement.
15.9 Injunctive Relief Nothing in Clause 15.8 shall prevent either party from seeking injunctive relief in the courts of any jurisdiction for the breach, or threatened breach, of this Agreement.
15.10 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document, and shall be effective when one or more counterparts have been signed and delivered by each of the parties, including delivery by telecopier or facsimile machine or by scanning and e-mailing the signed Agreement.
15.11 Section Headings The section headings and any other headings are inserted for convenience only and shall not affect the construction of this Agreement.
15.12 References to Persons In this Agreement, a reference to a person includes a reference to a body corporate, association or
partnership and to that person's legal personal representatives, successors and lawful assigns.
15.13 References to Statutes Reference to any statute, statutory provision, by-law, Statutory Instrument or the like includes a reference to such provision as from time to time amended, extended or re- enacted.
15.14 Compliance With Law Each party shall comply with all applicable law, rules and regulations in respect of all activities conducted under this Agreement.
15.15 Language Services shall be performed and delivered in English.
15.16 No Third Party Beneficiaries This Agreement is not intended to confer any right or benefit on any person who is not a party to it. A person who is not a party to this Agreement has no right to enforce any term, condition or other provision of this Agreement, including (without limitation) under the Contracts (Rights of Third Parties) Act 1999.
15.17 Entire Agreement This Agreement constitutes the entire agreement, and supersedes any previous agreements, between the parties relating to the subject matter of this Agreement. The Customer acknowledges that it has not relied on or been induced to enter this Agreement by a representation other than those expressly set out in this Agreement. Allegro is not liable to the Customer (in equity, contract or tort, under the Misrepresentation Act 1967 or in any other way) for a representation (other than a fraudulent misrepresentation) that is not set out in this Agreement. A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party.
Executed and agreed by the parties:
Allegro Development Corporation City of Denton
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Date:
Date:
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and
business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Schedule 1
Customer Contact:
Customer Contact Email:
Customer Phone:
Smith Day
Smith.Day@CityofDenton.com
940-349-7561
Schedule
DESCRIPTION QTY ANNUAL FEE
Allegro solution
Horizon essentials 1
Power 1 Environmental products 1
Natural gas 1
Credit 1
Market Connect 1 Option Analytics 1
Registered users 10
TOTAL ANNUAL FEE (USD) $156,800
Payment Terms
Start Date Annual Fees
25 June 2020 $ 156,800 *
Cost Summary and Invoicing
ISSUE DATE PERIOD ESTIMATED ANNUAL First Invoice On Signature June 25, 2020 – Dec 31, 2020 $ 81,398.91 Second Invoice Nov 1, 2020 Jan 1, 2021 – Dec 31, 2021 $ 156,800 * Third Invoice Nov 1, 2021 Jan 1, 2022 – Dec 31, 2022 $ 156,800 * Fourth Invoice Nov 1, 2022 Jan 1, 2023 – Dec 31, 2023 $ 156,800 * * The annual Subscription Fee is subject to the increase in CPI. The increase will be applied to the Subscription Fee
on January 1 each year. All amounts are in USD and exclusive of Taxes.
Payment is strictly within 30 (thirty) days of issue of the invoice.
Services
Ordered Service: Allegro Horizon Cloud Subscription Service
Subscription Start Date: June 23 2020
Period: The Subscription Start Date through Dec. 31. 2023
Schedule 2 - Services Agreement
THIS AGREEMENT is made on the date set out below between Allegro Development Corporation, a corporation organized under the laws of Delaware, whose principal place of business is at 600 N. Pearl Street, Suite 2000, Dallas, TX 75201 ("Allegro") and City of Denton, a Texas home rule municipal corporation with an address of 901B Texas Street, Denton, Texas 76209 (the “Customer”).
1. Services Agreement
1.1 In consideration for the Customer's execution of that certain Subscription Agreement with Allegro and for the payment of the fees as provided in this Services Agreement (this Agreement), Allegro shall provide the Customer with the following services in support of the Subscription Service and the Product. Unless otherwise stated, capitalized terms in this Agreement have the same meaning as they are given in the Subscription Agreement.
1.2 Subject to Clause 6.1 of this Agreement, the term of this Agreement shall be coterminous with the Subscription Period.
2. Definitions
In this Services Agreement the following expressions shall have the following meanings:
2.1 Premises means the data center where the Production Server is hosted as set out below.
2.2 Production Server means the primary server on which the Cloud Components are installed and are running in production.
2.3 Telecommunications Lines means the telecommunications lines between the Premises and the Customer's premises.
3. Cloud Service
3.1 Allegro shall provide a Cloud service to the Customer in accordance with the Cloud service policy set out in Appendix 1 to this Agreement and Maintenance and Support Services in accordance with the Maintenance and Support Services policy set out in Appendix 2 to this Agreement.
4. Telecommunications
4.1 The Customer shall be solely responsible for the Telecommunications Lines, unless otherwise agreed between the Parties.
4.2 In the event of any failure in the Telecommunications Lines or in the telecommunications lines between the Premises or the Customer's premises and any third party premises, the Customer will notify Allegro of the failure and it shall be the responsibility of the Customer to ensure that the relevant authority is informed forthwith in order that any necessary remedial work may be undertaken.
5. Professional Services
5.1 Any services provided to the Customer by Allegro, other than the Cloud service described in Clause 3 of this Agreement, shall be subject to Order Forms that may be agreed from time to time between Allegro and the Customer. Unless otherwise agreed in the relevant Order Form, the provisions of this Clause 5 shall be incorporated into and made a part of each Order Form. Fees shall be paid by the Customer at the rate set out in the relevant Order Form. In the event of a conflict between the terms of an Order Form and the terms of this Clause 5, the terms of the Order Form shall prevail.
5.2 Services are provided at the Customer's request and the Customer accepts that it is responsible for verifying that the applicable services are suitable for its own needs.
5.3 All dates and timescales for delivery or completion of the services are estimates only. Allegro will use commercially reasonable efforts to adhere to any dates or timescales agreed upon by the Customer and Allegro, but Allegro will not be liable in any manner for failure to complete any work by any date or any timescale specified.
5.4 For the duration of the provision of any services, if any Allegro consultant or personnel is prevented from carrying out his or her work due to illness, accident, or any other cause outside Allegro's reasonable control, commercially reasonable efforts shall be made by Allegro to provide replacement personnel of equivalent skills and experience if requested by the Customer, but only if such incapacity continues for at least 7 days.
5.5 Allegro reserves the right in its absolute discretion to replace any consultant or personnel who is designated to perform or who actually performs the services with other suitably qualified personnel provided that Allegro informs the Customer 14 days prior to such replacement unless circumstances do not permit, in which case Allegro shall inform the Customer as soon as it is reasonably practicable.
5.6 The Customer acknowledges that Allegro consultants or other personnel are entitled to attend internal company meetings and be absent on long and short term leave and that Allegro is under no obligation to provide replacement personnel during such periods of absence unless such period of absence continues for longer than 10 working days. Allegro shall inform Customer of such meetings or leave as soon as is reasonably practicable.
5.7 Any obligation on Allegro to replace consultants or personnel is subject to Allegro having suitable personnel available to it at the relevant time.
5.8 Subject to payment of the applicable fees, the Customer is hereby granted a non-exclusive and non-transferable license for the Subscription Period to use the product of any services in connection with the Customer's own internal business purposes only but for no other purpose whatsoever.
6. Other Terms and Conditions
6.1 Clause 5 through 14, inclusive, of the Subscription Agreement are incorporated into and made a part of this Agreement. For purposes of this Clause 6, references in the Subscription Agreement to the Subscription Agreement shall be deemed to refer to this Agreement, and references in the Subscription Agreement to the Subscription Service shall be deemed to refer to the services described in Clause 3 and Clause 5 of this Agreement. In the event of a conflict between the terms of this Clause 6.1, including without limitation, the incorporated terms of the Subscription Agreement, and the other terms of this Agreement, the other terms of this Agreement shall prevail.
6.2 Upon the request of Allegro and with the Customer's prior written consent, Allegro shall be released from this Agreement and the Customer shall enter into a novation of this Agreement with any Affiliate of Allegro designated by Allegro. The Customer's consent in this regard shall be not be unreasonably withheld or delayed.
Executed and agreed by the parties:
Allegro Development Corporation City of Denton
Signature:
Signature:
Print Name:
Print Name:
Title:
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Date:
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Appendix 1
Cloud Service Policy
A. Backups
1. Allegro will backup Customer's database on a daily basis. Allegro will retain full database backup for a
minimum period of 3 months.
2. Allegro will, within 24 hours (calculated within Normal Service Hours as defined herein) of notice from Customer, restore a previous database backup. Partial restore of databases is not available.
B. Data Security
1. Allegro has a tightly controlled operating environment which is externally audited according to SSAE18 standards
annually. Allegro has a suite of controls and safeguards for the hosting and/or processing of data belonging to
the Customer.
C. Downtime
1. If during any Year, the Cloud service shall be available to a Customer for less than 99% of Normal Service Hours the Customer may, by notice to be delivered to Allegro no later than 21 days following the end of the relevant
Year, request a 1% (one per cent) reduction in the annual Subscription Fees due under the Subscription
Agreement in respect of the following Year.
2. For the purpose of calculating whether or not the service shall be available to the Customer:
The Cloud service shall be considered available if its functionality can be accessed through the system login
screen by the Customer, notwithstanding that an issue requiring Support Services may be present within the
service upon such login.
3. For the purposes of this Policy:
3.1 'Normal Service Hours' means 09.00 am to 06.00 pm Central Time, Monday to Friday (excluding public
holidays), and excluding also
3.1.1 any hours during which Allegro or any third party service provider shall have suspended or interrupted the service
for the undertaking of scheduled maintenance of the Product (including the installation of updates and upgrades)
or of any equipment on which the Product shall from time to time be installed. Allegro will use commercially
reasonable efforts to schedule maintenance outside of Normal Service Hours;
3.1.2 any other hours during which Allegro or any third party service provider shall have suspended or interrupted the
service in order to take Customer requested emergency maintenance measures;
3.1.3 any hours when the service shall not have been available as a result of circumstances of force majeure as defined
in the Subscription Agreement or attributable to any telecommunication network;
3.1.4 any hours when the service shall not have been available to Customer as a result of any act or omission on the
part of Customer.
3.2 'Year' means a period of twelve consecutive months commencing on the Subscription Agreement Start Date.
D. Disaster Recovery.
In disaster recovery situations, Allegro shall provide the following services:
1. Allegro shall liaise with the Customer as necessary to restore Production Services and shall use commercially
reasonable efforts to restore the Cloud Service on the Production Server.
2. Allegro shall liaise with the Customer in respect of transferring back the Cloud Service to the Production Server
when the disaster recovery situation has been resolved.
Appendix 2
Maintenance and Support Services
A. Maintenance and Support Services
Support Services. Allegro shall use commercially reasonable efforts to respond to Customer enquiries or error
reports during the designated Support Hours as defined below.
The Customer will complete in every case an error report in the form made available to Customer. Allegro will
not be obliged to commence work on any error until it has received the error report form correctly completed by
email.
The Customer will promptly provide Allegro with all information and materials reasonably required by it for the
purpose of investigation, diagnosis and correction of any reported error. Allegro will not be liable for failure to
provide, or any delay or error in providing, the Support Services resulting from the Customer's failure or delay in
complying with this provision.
The Support Services does not include any services which are required or provided in respect of any error or
problem:
(i) resulting from incorrect use of the service or operator error;
(ii) in or attributable to the access equipment or other equipment and programs used in conjunction with
the service or attributable to any matter external to the service or the host computer;
(iii) in or attributable to any telecommunication network; (iv) which has been caused by any factor outside the control of Allegro
Support Hours. 09.00 am to 06.00 pm Central Time, Monday to Friday (excluding local bank holidays)
Response and Target Rectification Times. Allegro and the Customer shall - acting reasonably - agree the
priority of the service request in accordance with the categories set out below, classified as an incident when
impacting the availability of the Subscription Service, and a defect in the case of a non-conformity in the Product.
Response Times and Target Resolution Periods run from the time of receipt during Normal Service Hours by Allegro of the error report sent by the Customer.
Priority 1 - System down; when complete failure of the hosting infrastructure and/or system components under
the exclusive control of Allegro has been established, such that the Customer's solution environment fails to
respond to HTTP requests, and the Customer's Internet connectivity and browser performance is confirmed to
be satisfactory by Allegro.
Priority 2 - Critical business function(s) are impaired or degraded causing significant operational impact; the
incident is causing major inconvenience and manual work and no work-arounds exist.
Priority 3 - Services are degraded, with non-critical functionality restricted and some operational impact; the
Product is not working according to the specification set out in the user guide included in the Documentation or
is producing incorrect results but work rounds exist which will solve the problem.
Priority 4 - Services are impaired but a work-around is possible with no material operational impact; minor
inconvenience requiring no additional manual work has occurred but work rounds exist to solve the problem.
Severities are upgradable and down-gradable by mutual consent between the Customer and Allegro.
The Response Times and Target Resolution Periods for incidents are as follows:
Priority 1: Response Time 2 hours from Customer escalation. Target Resolution Period 8 hours;
Priority 2: Response Time 8 hours from Customer escalation. Target Resolution Period 1 day;
Priority 3: Response Time 1 Working Day from Customer escalation. Target Resolution Period 5 Working Days;
Priority 4: Response Time 10 Working Days from Customer escalation. Allegro will inform Customer of the
anticipated resolution timeframe as soon as possible.
‘Working Day' shall mean any day except Saturday, Sunday, and any day which is a public holiday in the United
States.
Updates. From time to time Allegro may develop updates, fixes, solutions to problems or bugs, or other
enhancements, or modifications, to the Product (“Updates”). Allegro shall incorporate Updates to the service provided to Customer at no additional charge to Customer, when and if available. Customer agrees to provide
such co-operation in respect of Updates as may reasonably be required. From time to time, Allegro makes
available new optional features and modules available for an incremental fee. These are not considered part of
Updates.
City of Denton
901B Texas Street,
Denton,
Texas 76209.
/RUL+HZHOO
June 2020
Dear /RUL,
Following your request, we are pleased to submit an Order Form which includes this page in accordance
with and subject to the terms and conditions of the License Agreement between City of Denton (the
“Customer”) and Allegro Development Corporation, a member of the ION Group (“ION”), provided 16
April 2020 (the “Agreement”). The terms of the Agreement are incorporated herein by reference. In the
event of a conflict between the terms of the Agreement and the terms of this Order Form, this Order
Form will take precedence. Capitalized terms not otherwise defined shall have the meaning ascribed to
them in the Agreement.
In order to accept this Order Form, please sign it and return all pages to corporatesales@iongroup.com
This Order Form is valid up to and including 26 June 2020.
Sincerely,
Allegro Development Corporation
ORDER FORM ALGP920/2020 (“Order Form”)
1. ION SERVICES
ION will provide assistance to the Customer, in accordance with the document entitled “City of
Denton: Allegro implementation”, dated 2: April 2020 (the “:resentation”), set out in Appendi: 1.
Assumptions and dependenVies
:lease refer specifically to the assumptions and dependencies on the Customer detailed in the
:resentation.
Dates for the ION Services will be agreed between ION and the Customer following signature of
this Order Form.
a) Applicable Fees
DESCRIPTION FEES
ION Services – Allegro implementation (144 days @ $2,050 per day) $ 295,200
ION Services – ION Cloud set-up $ 15,000
TOTAL $ 310,200
All amounts are in USD and do not include taxes or duties.
2. INVOICING
Invoices for ION Services – Allegro implementation will be issued monthly in arrears.
The invoice for ION Services – ION Cloud set-up will be issued upon signature of this Order Form.
Travel and expenses may be invoiced in arrears.
3. ACCEPTANCE
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Appendix 1
April 2020City of DentonProposal: ALGP920/2020Allegro implementation
1Confidential: For City of Denton use onlyBackgroundScope Out of scopeData input overviewIndicative implementation timelineCosts and next steps AppendicesAllegro implementationHighlights
2Confidential: For City of Denton use onlyION and City of Denton (“DME”) have been in discussions about the implementation of ION’s Allegro ETRM solution.ION will assist DME with the deployment of ION’ Allegro pre-configured ERCOT solution.This presentation outlines ION’s suggested approach for the implementation of the Allegro solution at DME, together with the associated costs.Allegro implementationBackground
3Confidential: For City of Denton use onlyArea DescriptionAsset classNatural Gas, including:zFixed Price, Index, and/or Fixed-for-Float financial gas purchaseszCalculation of basic transport as a Fee within Trade(s) –monthly capacity charge, variable usage fee, etc. zCalculation of basic broker or EMA fees as a Fee within Trade(s)zCalculation of Estimated Gas Burn for generation based on power volumes, using heat assumptions, or vice-versazLong/Short physical and financial gas reports via Valuation Detail Functional areasReference dataTrade captureRisk managementLogisticsAccountingCreditReportingWorkflowsInterfacesTransactional dataION will provide a transactional data load environment for DME to load all required transactional data. DME will have one week to complete transaction data load as part of this project. Any transactional data not loaded in this time frame can be loaded at a later date. Please refer to Reference data schedule Appendix on the data required to be provided by DME.InfrastructureION CloudUsers10 usersThe following items are included in the project: Allegro implementationHigh-level scope
4Confidential: For City of Denton use onlyA summary of the major system and license components included in the scope of this project are listed below.Allegro implementationDetailed solution scope (1 of 2)Area Category FunctionalityDetails and assumptionsReference dataSystem AdminCompanies and counterparties Legal entities, Financial partners, Trade Partners, etc. Assume approx. 25 counterparties. Trade booksTrade books Generation, load, gas, etc.PriceMarket trading hubs and zones Assumes total of 30-35 price curvesContractsUsers and security Based on project, book, commodity, functionality, etc.Contract Management Per counterparty and project.Trade capture Trade executionEnergy commodities Power, financial, gas, etc.Contract agreementsDerivative instruments Capture included. Hedge accounting is out of scope. Risk managementPositionEnd of Day reports (PnL, MTM, etc.) Daily PnLreportsRisk reporting and Analytics (VaR) Perform basic HistVarrisk analyticsPosition management ERCOT positionOption valuationSimulationsSimulations “What if” scenarios included. MC VaR is out of scope.Logistics PowerCapture of power scheduling and nominationsLoads, supply contracts, Denton EC GenLoadshapecapture and managementSetup of Denton Energy Centeras HR call option
5Confidential: For City of Denton use onlyAllegro implementationDetailed solution scope (2 of 2)Area Category FunctionalityDetails and assumptionsAccountingSettlementSettlements/actualization Markets, commercial partners, wholesale entities per projectHedgeInvoicing Automation of invoicing per contract termsAR/AP –GL entry creation Creation of GL entriesCredit CreditCounterparty management and limits Standard implementationCollateral tracking By each contract and overall exposure. ERCOT ISO Credit calculations are out of scope.Simulations “What-if” scenariosReporting ReportingStandard /Adhocreport “out of the box” views –MtM, valuation detail, etc. Custom reporting is out of scope.Workflows WorkflowApprovals “out of the box” workflowConfirmations “out of the box” workflowMessaging Notification and alerts on identified eventsInterfaces ConnectMarket connect Custom interface to existing ERCOT DB. Direct downloads from ERCOT are out of scope.
6Confidential: For City of Denton use onlyBelow is a list of the assumed interfaces and data types that could potentially be required to support DME’s day to day operations and reporting requirements. Interfaces noted as Manual are considered out of scope for this initial estimate and will be the responsibility of DME for loading into Allegro.I don’t think you have this spreadsheet but I would request from Essentia and add in Scope column clearing stating what is in /out of scope. What is the plan for the interfaces that are TBA? Are they included in scope? Also don’t like the color coding ਏYou aren’t a very colorful person are you. TBA = To Be Automated, so TBA interfaces are in-scope.Allegro implementationInterface schedule (1 of 2)Interface type Category DataSource-originalUpdate frequencyData granularity In scope?TBAMarket pricesSettled DAM SPP Energy prices –Nodal ERCOT Daily Hourly YesTBAMarket pricesSettled DAM SPP Energy prices –Zonal ERCOT Daily Hourly YesTBAMarket pricesSettled RT SPP Energy prices –Nodal ERCOT Daily Hourly YesTBAMarket pricesSettled RT SPP Energy prices –Zonal ERCOT Daily Hourly YesTBAMarket pricesAncillary price actuals –DAM (tradable) ERCOT Daily Hourly YesTBAMarket pricesAncillary price actuals –RT (tradable) ERCOT Daily Hourly YesTBAMarket pricesForward DAM Energy prices –Zone City of Denton Ad-hoc Ad-hoc YesTBAMarket pricesActual Natural Gas Prices by indexCity of Denton Daily Daily YesTBAMarket pricesForward Natural Gas Prices by index City of Denton Ad-hoc Ad-hoc YesTBAMarket pricesCRR Shadow prices ERCOT Monthly Monthly YesManualMarket pricesActual REC prices City of Denton Ad-hoc Ad-hoc NoManualMarket pricesForward REC prices City of Denton Ad-hoc Ad-hoc NoManualMarket pricesERCOT transmission fees ERCOT Yearly Hourly NoManualMarket pricesERCOT non-tradeable ancillary fees ERCOT Ad-hoc Hourly NoManualMarket pricesERCOT admin fees ERCOT Yearly Yearly NoManualMarket pricesDistribution rates City of Denton Yearly Yearly No
7Confidential: For City of Denton use onlyAllegro implementationInterface schedule (2 of 2)Interface type Category DataSource-originalUpdate frequencyData granularity In scope?ManualMarket pricesService rates by rate class City of Denton Ad-hoc Ad-hoc NoManualMarket pricesActual interest rates City of Denton Daily Daily NoManualMarket pricesForward interest rates City of Denton Ad-hoc Ad-hoc NoManualLoadshapes Generation - forecast City of Denton Ad-hoc Hourly NoManualLoadshapes Generation –outage schedules City of Denton Ad-hoc Hourly NoManualLoadshapes Load –forecast by rate class City of Denton Ad-hoc Hourly NoManualLoadshapes Load –forecast by individual major industrial clients City of Denton Ad-hoc Hourly NoTBALoadshapes Load – settled hourly values ERCOT Daily Hourly YesTBALoadshapes Generation –DAM and RT awards - Energy ERCOT Daily Hourly YesTBALoadshapes Generation –DAM and RT awards –Ancillaries ERCOT Daily Hourly YesTBALoadshapes Financial PTP awards ERCOT Daily Hourly YesTBALoadshapes Congestion –CRR annual/monthly auction awards ERCOT Monthly Monthly YesManualLoadshapes REC requirements –forward volumes City of Denton Ad-hoc Ad-hoc No
8Confidential: For City of Denton use onlyAny desks, products, connectivity and/or functionality not described on pages 3-7 and supporting Appendices are out of scope. Major software releases, upgrades, and related system integration are out of scope.The following is out of scope in respect of the implementation for Natural Gas:zNatural Gas Scheduling and ActualizationzIntegration to external systems to capture metered volumeszEBB (Bulletin Board) integrationzNatural Gas Storage and OptimizationzTiered or Complex Service Contracts for Transport zTiered or Complex Sales to Industrial End Users The following stress calculations are out of scope:zProbabilistic stress testing (e.g. Monte Carlo calculations)zAutomated calculation of impact of gas prices stress on power prices and/or dispatchThe software costs, implementation, and integration of external models for complex HRCOs and/or physical generation dispatch and optimization are out of scope.If any out of scope items need to be considered, a separate analysis may be required and will be subject to the Project Change Order Management process .Allegro implementationOut of scope
9Confidential: For City of Denton use onlyAllegro implementationData input overviewAhigh-level representation of the data inputs to Allegro valuations for DME is shown below.
10Confidential: For City of Denton use onlyAllegro implementationIndicative implementation timelineWeek/AreaActivity 1234567891011PlanEnvironment & reference data set upConfigureTrade set-up & testingConfirmTrade set-up & testingIntegrateTrade & valuation testingValidateIntegration & tie outDeployUser acceptanceGo LiveGo LiveOperatePost Go Live support*Project Manage*Limited to two weeks
11Confidential: For City of Denton use onlyImplementation cost:The ION Services are provided on a Time and Material basis. The estimated applicable fees are:ION Services: $295,200ION Cloud set-up: $15,000Location: Denton/remoteTravel and expenses: Will be invoiced in arrears if applicableNext steps:DME to sign the Order Form for the implementation which has been issued concurrently with this presentation. Dates for the implementation will be agreed between ION and DME following signature of the Order Form.Note, all pricing is in USD and is valid up to 31 May 2020.Allegro implementationCosts and next steps
Appendix 1Allegro implementation
13Confidential: For City of Denton use onlyION expects DME to be staffed with the following project team members to ensure efficient and on-time completion.Allegro implementation: Appendix 1 DME project teamDME staff Expected roles and responsibilitiesProject Executive SponsorReviews project status report with ION Executive Sponsor.Key stakeholder.Technical Team LeadWorks with ION team to ensure establishment of a knowledge base from the beginning of the project.Provides support for IT technical items.Reviews all technical documents, installation documents and interface requirements provided by ION.Project ManagerFacilitates DMEactivities to ensure that project milestones are being met and manages scope.Responsible for delivery of DMEproject milestones and deliverables.Communicates project status with ION Project Manager.
14Confidential: For City of Denton use onlyION staff Expected roles and responsibilitiesAccount Manager Accountable for overall project success.Ensure key decisions are made during key stages of the implementation.Serves as point of contact for escalation of items.Project Lead/Project ManagerDevelops execution plan and responsible for delivery of ION project milestones and deliverables.Manages the project plan, budget and scope, issues log and change request process.Communicates project status with DME.Provides weekly status reports.Functional and/or Technical LeadsDay to day point of contact for all project activities.Mentors and transfers knowledge to DME’s Project team.Works with DME’s Functional and Technical teams.Subject Matter Expert.ION Product Business AnalystManage analysis of change requests to the core ION products and provide solution options.Provide documentation and guidance to development and deployment teams on appropriate solution configuration of ION components and expected behaviour.Deployment ConsultantInstalls, configures and maintains platform environments for purpose of testing and issue investigation/analysis, and validation of fixes for issues.Allegro implementation: Appendix 1 ION project team
15Confidential: For City of Denton use onlyID Area Dependency Owner Due dateD-1FunctionalityAccess to review existing system functionality. DME Start dateD-2 PersonnelAccess to end users and business representatives.Access to relevant IT Subject Matter Experts to provide details on component data flow requirements and functionality for each of the systems to be integrated.A dedicated Project Manager for the duration of the implementation to help with:zEnsuring timely availability and focus of DME staff.zEnsuring scope remains focused on requirements for the initial rollout.zLogistics planning including meeting coordination, meeting room booking, desk access.zAttending weekly progress meetings with ION Project Manager.DME Start dateD-3 WorkstationAt least 1 (one) onsite workstation with Internet access to be provided. DME Start dateION implementation has specific dependencies on DME completing selected tasks.DME not meeting the required timeframes will have a material impact on completion of the implementation and may affect development and delivery timelines.Allegro implementation: Appendix 1 Dependencies on DME
16Confidential: For City of Denton use onlyAllegro implementation: Appendix 1 Assumptions (1 of 5)ID Item Assumption Owner Due dateA-1ProductsProduct scope for implementation will include items listed in pages 3-7.Any products not listed above will not be in scope.DME Start DateA-2FunctionalityFunctionality provided will be as described in this Order Form.Any new products or functionality identified during theimplementationproject,will be analyzed on a case-by-case basis to determine priority, requirements, and deliverable timelines.ION /DME Start DateA-3Infrastructure and resourcesDMEwill be responsible to resolve any internal networking issues that may arise during the implementation.ION will have access to theDMETest and UAT platforms during the implementation.DME Start DateA-4LocationDME will provide access remotely for the initial implementation of the solution.All ION onsite implementation assistance, including training and go-live, will be based in Dallas.ION assistance will also be provided remotely where required, using WebEx or a similar tool.DME Start Date
17Confidential: For City of Denton use onlyAllegro implementation: Appendix 1 Assumptions (2 of 5)ID Item Assumption Owner Due dateA-5Installation, SIT/UAT and go liveAs the ION solution spans a number ofdifferent functional areas, ION specialists for each functional area will be available to review the installation and configuration of each in scope component.SIT, UAT, and Production roll out will be managed by DME. ION will provide assistanceduring each phase.ION /DME Start DateA-6PlanningDME acknowledges and agrees to adhere to dates set by ION in the project plan, ensuring full availability of all relevant DME personnel for the duration of the project.If prerequisites or assumptions are not met and the project has tobe re-planned, additional costs may be incurred.Full implementation of the solution may require multiple phases of development andimplementation.ION / DME Start DateA-7TrainingION functional training will be performed early in the implementation project.ION / DME Start DateA-8Hardware / Software requirementsDME will provide the necessary non-ION software (including third party licenses) ahead of the start of implementation.DME Start Date
18Confidential: For City of Denton use onlyAllegro implementation: Appendix 1 Assumptions (3 of 5)ID Item Assumption Owner Due dateA-9Heat rate call optionsIt is assumed that one or more Heat Rate Call Options (HRCOs) associated with DME will be required. The complexity of the HRCO will determine the approach for integration and handling of the HRCO(s) in Allegro. An example of a simple financial HRCO is below. These types of HRCOs can be modeleddirectly within the Allegro application:zForward Valuation: based on comparison of hourly or block forwards with the predicted value of the HRCO for each forward time period, zActual/Settled Valuation: can be managed via a binary hourly loadshapereflecting the actual hours in which the HRCO was exercised. Due to their complexity, some physical HRCOs require more robust analytical tools, in order to be modeledcorrectly. Normally these tools, such as FEA or Lacima, create modeledvalues which are then integrated into the Allegro application. The following are characteristics of complex HRCOs for which an external model would be recommended: zInclusion of actual start costs, such as variable values for Cold/Warm/Hot starts zMin run blocks that are not aligned with the start time, stop time, and duration of standard market time periods (ex: 5x16). An example would be an 8-hour minimum run time for the call option that may start at any hour of the day. N/A N/AStart Costs ($/MW) NoneMin MW 275.00 Max MW 475.00 Min Run - Hours None - Hourly ExercisedVoM 2.10$ Gas Index Henry Hub + $0.40Premium (Per Month) 277,500.00$
19Confidential: For City of Denton use onlyAllegro implementation: Appendix 1 Assumptions (4 of 5)ID Item Assumption Owner Due dateA-10Handling of CRR optionsIt is assumed that, if ERCOT CRR options are required as a part of the implementation, that the following approach will be used. 1.Price Indices will be created by TS Period (ex: 5x16) and path (ex: LZ_HOUSTON >> HB_NORTH) that pre-calculate the hourly value of the delta between the Sink and Source, with the floor value of $0 applied within the calculation. 2.This pre-calculation hourly option value is then applied to Option positions. An example of this approach is below, with the calculated Allegro Path Price representing the price stored in Allegro.N/A N/A
20Confidential: For City of Denton use onlyAllegro implementation: Appendix 1 Assumptions (5 of 5)ID Item Assumption Owner Due dateA-11What-If (Stress) CalculationsA set of Stress Test Reports might have multiple scenarios. An example of these is below: zScenario #1 –Prices: Forward LZ_NORTH Energy Prices Up 6% OverallzScenario #2 –Prices: HH Gas Prices Up 3% zScenario #3 –Prices: Forward LZ_NORTH Energy Prices Up $5 Off Peak, $10 On Peak, and $7 Weekend Peak zScenario #4 –Prices plus Loads: Price Scenario #1plus 10% increase in end user demand In creating a Stress Test Report, the Allegro user will be able to modify prices and loads in the following manner:zPrice Stress Test Creation 1.Set up parameters in the Simulation Parameters panes, to define the Price Stress Test 2.Connect these parameters to one or more Valuation Modes3.Understand how to extract a Standard vs. “Stressed” valuation results for comparison, from the Allegro UI. zLoad Stress Test Creation 1.Create “what if” load shapes within Loadshape Profile that represent modified scenarios for generation or load quantities2.Duplicate existing trades so that the underlying quantities can then be modified to use the stressed generation or load quantities3.Segregate these “what if” trades into a separate Book Structure for valuation and analysis4.Pair up Valuation Modes associated with Price Stress scenarios, if desired, so that both prices and load are modified within each scenarioThe scope of this implementation includes an initial setup for shocking (modifying) Commodity Prices and Loadshapesonly.N/A N/A
Appendix 2Project governance
22Confidential: For City of Denton use onlyThe responsibilities of the ION and DME project teams is outlined belowAllegro implementation: Appendix 2Project responsibilities (1 of 2)Area DetailProject managementION will be responsible for implementation methodology, project planning, resource planning, task assignments, and project status reporting. Throughout the implementations, our project team will assist DME in the timely making of decisions regarding their personal, system configuration, interfaces, formats, and business processes. Throughout the project implementation, ION will ensure that continual review, management, and communication of the following is occurring: overall project status, scope, budget, schedule, resources, and issues. ION will monitor scope change requests and initiate a written Change Order to facilitate acceptance of scope change. Upon approval of and mutual execution of the written Change Order, ION will apply the changes and modify the project cost and schedule baselines, as needed. Status communications will occur weekly (at a minimum). Solution quality reviewThroughout the project implementation, ION resources will be consulted to ensure best practices and solutions are being utilized. Further, these resources will assist in conducting quality reviews of the overall Allegro solution that is being implemented and provide feedback and recommendations to the project team. Scope confirmationION and DME will confirm the accuracy of the scope through this Statement of Work. DME’s agreement to this document serves as the project Scope Confirmation signoff. Trade and reference data entryION and DME will conduct Data Entry (excluding: existing trades) as part of the implementation plan. DME commits to provide the resources indicated in the Project Plan, as an integral part of system training and deployment within the anticipated timeframe. During these sessions, ION will work with DME to define, enter, and value the required ERCOT power transactions types.
23Confidential: For City of Denton use onlyAllegro implementation: Appendix 2Project responsibilities (2 of 2)Area DetailResults verificationFollowing trade capture and the creation of initial valuations and position reports, the ION and DME teams will perform a verification on the accuracy and completeness of the positions. DME agrees to provide expected results as comparison points to the Allegro results. zFor example, DME will provide an actual daily P&L report, so that ION can validate the results against Allegro. DME is responsible for ensuring that the provided Verification Results are accurate and in line with the provided data. Security confirmationION and DME will review security requirements, keeping in line with vendor Licensed Software components. ION will configure security within the Integrate database and will review the configuration with DME. UAT trainingION will conduct user training sessions – also known as “Train-the-Trainer” training sessions. The audience should be limited to DME’s core team (SME’s) who have been active participants throughout the implementation, DME users who will be active testing participants during UAT, and DME users (“trainers”) who will deliver training to end users during the Deploy Stage and after each system is in production. User Acceptance Testing (Final UAT) and Sign OffDME personnel will conduct a final validation of the trades and reporting results included in this phase. Upon completion of validation of each applicable business scenario, DME will indicate acceptance or rejection for these results. Transition to Support. ION will facilitate transition with DME's assigned application vendor Support Representative, to help them formally transition from project execution into to Production Support mode.
24Confidential: For City of Denton use onlyThe following table is an allocation of the estimated effort required by resource type. Note, actual time incurred may differ from the below*. *Invoices for the Time and Materials services shall be issued monthly in arrears based on actual man days used at the rates outlined above.Allegro implementation: Appendix 2Resource allocationResource roleWeek1234567891011Functional resource 1Principal 40 40 40 40 40 40 40 40 40 40 26Functional resource 2Senior Energy consultant 40 40 240 40 40 40 40 40 40 40 30ERCOT SMEDirector 20 10 10 10 5 5 5 5 10 10 10Project managerSenior Energy consultant 20 10 10 10 10 10 10 10 20 15 13Technical resourcePrincipal 15 10 - - - - - 15 15 - -Total hours 135 113 100 100 95 95 95 110 125 105 79FTE equivalent 3.375 2.825 2.5 2.5 2.375 2.375 2.375 2.75 3.1252.625 1.975
Certificate Of Completion
Envelope Id: D22FB57864FE4B4E8F145F51E9A48B08 Status: Completed
Subject: Please DocuSign: City Council Contract 6804 ETRM
Source Envelope:
Document Pages: 42 Signatures: 9 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
6/8/2020 9:55:14 AM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 6/8/2020 10:13:03 AM
Viewed: 6/8/2020 10:13:17 AM
Signed: 6/8/2020 10:14:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 6/8/2020 10:14:14 AM
Viewed: 6/8/2020 10:14:42 AM
Signed: 6/8/2020 10:14:50 AM
Electronic Record and Signature Disclosure:
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Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
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Sent: 6/8/2020 10:14:52 AM
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Signed: 6/8/2020 10:29:58 AM
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Colm Casey
colm.casey@iongroup.com
General Counsel
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Using IP Address: 51.171.93.119
Sent: 6/8/2020 10:30:02 AM
Viewed: 6/8/2020 10:30:35 AM
Signed: 6/8/2020 11:09:17 AM
Electronic Record and Signature Disclosure:
Accepted: 6/8/2020 10:30:35 AM
ID: d2b7c882-d6b8-4a9f-992d-5c5a9fa54aff
Signer Events Signature Timestamp
Antonio Puente, :r.
antonio.puente@cityofdenton.com
Chief Financial Officer
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Sent: 6/8/2020 11:09:20 AM
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Signed: 6/8/2020 11:39:09 AM
Electronic Record and Signature Disclosure:
Accepted: 6/8/2020 11:38:41 AM
ID: f157b24a-8e77-4832-b38a-345f7e6543a5
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
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Completed
Using IP Address: 198.49.140.104
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Signed: 6/24/2020 8:43:38 AM
Electronic Record and Signature Disclosure:
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Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
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Using IP Address: 47.186.196.49
Sent: 6/24/2020 8:43:41 AM
Viewed: 6/24/2020 10:45:48 AM
Signed: 6/24/2020 10:46:05 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
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Using IP Address: 198.49.140.104
Sent: 6/24/2020 10:46:09 AM
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Signed: 6/24/2020 11:35:28 AM
Electronic Record and Signature Disclosure:
Accepted: 6/24/2020 11:34:10 AM
ID: 6a897deb-e80f-4e2f-9692-6407ab5dee82
Vn Verson Signer Events Signature Timestamp
Editor DeliverV Events Status Timestamp
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VntermediarV DeliverV Events Status Timestamp
Certified DeliverV Events Status Timestamp
CarVon CopV Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 10:14:14 AM
Electronic Record and Signature Disclosure:
CarVon CopV Events Status Timestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 11:39:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/24/2020 11:35:33 AM
Electronic Record and Signature Disclosure:
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Envelope Sent Hashed/Encrypted 6/24/2020 11:35:33 AM
Certified Delivered Security Checked 6/24/2020 11:35:33 AM
Signing Complete Security Checked 6/24/2020 11:35:33 AM
Completed Security Checked 6/24/2020 11:35:33 AM
VaVment Events Status Timestamps
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