8496 - Contract Executed - Lucido
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Yes
Christa Christian
RFP 8496
ERM Service Support
SEPTEMBER 17, 2024
SEPTEMBER 17, 2029
24-1755
City of Denton, Texas Contract 8496
Revised Date: 9/11/18
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 8496
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
_________________, by and between the City of Denton, Texas, a Texas municipal corporation,
with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201,
hereinafter called “OWNER” and Lucido Group LLC, with its corporate office at
4400 TX-121, STE 300, Lewisville, TX 75056, hereinafter called “CONSULTANT,” acting
herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT
is customarily engaged to provide services as described herein independently and on a
nonexclusive basis in the course of its business. This Agreement does not in any way constitute a
joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to
perform the services described herein based on the skills required for the scope of work in
connection with the Project as stated in the sections to follow, with diligence and in accordance
with the highest professional standards customarily obtained for such services in the State of
Texas. The professional services set out herein are in connection with the following described
project:
The Project shall include, without limitation, ETRM Support Services, as described in
Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER’s RFP 8496 – ETRM Support Services which is on file at the purchasing office
and made a part hereof as Exhibit A as if written word for word herein.
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B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit B as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit B, which shall be attached to this Agreement and made a part hereof.
D. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms and
conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the OWNER,
which are not included in the above-described Basic Services, may be negotiated as needed, per
rates included in Exhibit C.
A. Preparing applications and supporting documents for government grants, loans, or planning
advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute
review boards, or other legal and/or administrative proceedings in the defense or prosecution
of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit B.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit B. The contract term will be five (5) years.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Contractor’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred
by the CONSULTANT for supplies, transportation and equipment, travel,
communications, subsistence, and lodging away from home, and similar incidental
expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit C which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $365,000 for the support
services offered towards the Market, Credit Analytics, Option Analytics and
Derivatives Products licenses.
C. Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
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It is specifically understood and agreed that the CONSULTANT shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments
by the OWNER for any charge, expense, or reimbursement above the maximum not to
exceed fee as stated, without first having obtained written authorization from the OWNER.
The CONSULTANT shall not proceed to perform the services listed in Article III
“Additional Services,” without obtaining prior written authorization from the OWNER.
D. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER
in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an
hourly rate shown in Exhibit C. Payments for additional services shall be due and payable
upon submission by the CONSULTANT and approval by the City staff, and shall be in
accordance with subsection B hereof. Statements shall not be submitted more frequently
than monthly.
E. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services
and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed
statement thereof, the amounts due the CONSULTANT will be paid interest in accordance
with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after
giving seven (7) days’ written notice to the OWNER, suspend services under this
Agreement until the CONSULTANT has been paid in full all amounts due for services,
expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if
the OWNER reasonably determines that the work is unsatisfactory, in accordance with this
Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the
invoice was not mailed to the address or in the form as described in this Agreement. The
OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of
receipt of the invoice.
F. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E
McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract
administrator. It is the intention of the City of Denton to make payment on completed
orders within thirty days after receipt of invoice or items; whichever is later, unless unusual
circumstances arise. Invoices must be fully documented as to labor, materials, and
equipment provided, if applicable, and must reference the City of Denton Purchase
Order Number in order to be processed. No payments shall be made on invoices not
listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall
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become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s
use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event
the OWNER uses any of the information or materials developed pursuant to this Agreement in
another project or for other purposes than specified herein, CONSULTANT is released from any
and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND
REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE
OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND
PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE
NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS,
SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO,
AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS
AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law
or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit D which is attached hereto and
made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the dispute
to mediation with each party bearing its own costs of mediation. No mediation arising out of or
relating to this Agreement, involving one party’s disagreement may include the other party to the
disagreement without the other’s approval. Mediation will not be a condition precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
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B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons specifying
the non-performance, and not less than fifteen (15) calendar days to cure the failure; and
(2) an opportunity for consultation with the terminating party prior to termination.
C. If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render a final bill for
services to the OWNER within thirty (30) days after the date of termination. The OWNER
shall pay CONSULTANT for all services properly rendered and satisfactorily performed
and for reimbursable expenses to termination incurred prior to the date of termination, in
accordance with Article V “Compensation.” Should the OWNER subsequently contract
with a new consultant for the continuation of services on the Project, CONSULTANT shall
cooperate in providing information. The CONSULTANT shall turn over all documents
prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on
or before the date of termination, but may maintain copies of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility
and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and
subconsultants for the accuracy and competency of their designs or other work; nor shall such
approval be deemed to be an assumption of such responsibility by the OWNER for any defect in
the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents,
and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall
be personally delivered or mailed to the respective parties by depositing same in the United States
mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Lucido Group LLC City of Denton
Sean A. Kilpatrick Purchasing Manager –File 8496
4400 TX-121, STE 300 901B Texas Street
Lewisville, TX 75056 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
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ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction
to be invalid or unenforceable, it shall be considered severable from the remainder of this
Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the
parties shall reform this Agreement to replace such stricken provision with a valid and enforceable
provision which comes as close as possible to expressing the intention of the stricken provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations,
and ordinances applicable to the work covered hereunder as those laws may now read or
hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel
required to perform all the services required under this Agreement. Such personnel shall
not be employees or officers of, or have any contractual relations with the OWNER.
CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict
of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized and
permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
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The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in writing
and duly executed; and the parties further agree that the provisions of this section will not be
waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – RFP 8496 – ETRM Support Services (on file at the purchasing office)
Exhibit B – Consultant’s Scope of Services Offer and Project Schedule
Exhibit C – Consultant’s Compensation Rate Sheet
Exhibit D – Consultant’s Insurance Requirements
Exhibit E – Conflict of Interest Questionaire
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the
inconsistency or conflict shall be resolved by giving precedence first to this Agreement
then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the party
seeking relief shall submit such dispute to the District Courts of Denton County or if federal
diversity or subject matter jurisdiction exists, to the United States District Court for the
Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be _Lindsey Frazier. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
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D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps
as are appropriate to ensure that the work involved is properly coordinated with related
work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal
all available information pertinent to the Project, including previous reports, any other data
relative to the Project, and arranging for the access thereto, and make all provisions for the
CONSULTANT to enter in or upon public and private property as required for the
CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents
and other evidence pertaining to this agreement during the contract period and five years thereafter,
except if an audit is in progress or audit findings are yet unresolved, in which case records shall be
kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within 10 business days of written request. Further, the
CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to
retain all books, records, documents and other evidence pertaining to this agreement, and to allow
the OWNER similar access to those documents. All books and records will be made available
within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater
occurs, the reasonable cost of the audit, including any travel costs, must be borne by the
CONTRACTOR which must be payable within five business days of receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract and
shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
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include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
ARTICLE XXIV
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH
IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with
companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the
City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this
agreement and will not become ineligible to receive payments under this agreement by doing
business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXVI
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
ARTICLE XXVII
PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN
FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS
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Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to
those terms in Chapter 2274 of the Texas Government Code. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
ARTICLE XXVIII
TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS
WITH CERTAIN FOREIGN-OWNED COMPANIES
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the
Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
ARTICLE XXIX
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the
Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Consultant will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The consultant shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
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(EX: Contract 1234 – Form 1295)
The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day
after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
ARTICLE XXX
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer, employee, independent consultant, or elected official of the City who is involved in
the development, evaluation, or decision-making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as
defined in the City’s Ethic Ordinance 23-1165 and in the City Charter chapter 2 article
XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Consultant shall complete and
submit the City’s Conflict of Interest Questionnaire.
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing. Electronic
signing of this document will be deemed an original for all legal purposes.
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IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CONSULTANT
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
_2024-_1176610_________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
CITY MANAGER
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: ______________________________
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Sean A. Kilpatrick
CEO
sean.kilpatrick@lucidogroup.io
+1 832 844 9048
Antonio Puente
DME General Manager
Electric
09/17/2024
City of Denton, Texas Contract 8496
Revised Date: 9/11/18
Page 14 of 14
Exhibit A
RFP 8496 ETRM Support Services
(on file in the purchasing office
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Lucido Response to City of
Denton RFP #8496
City of Denton Request for Professional
Services –
ETRM Maintenance
March 19, 2024
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Exhibit B
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1 Document Purpose
This proposal sets out the details of a proposed Lucido Group LLC (‘Company’ or ‘Lucido’) engagement for
support of the Allegro Development ETRM applicatfon. This document supplements a number of other
documents submitted as a reply through the City of Denton ION Wave website
(https://dentontx.ionwave.net/Login.aspx) for Client requirements brought to market in March 2024.
1.1 Document Revision
Version Descriptfon Author Date
1 Initfal Version Christfne Colbert 15 May 2024
2 2nd draft K. Coulter 18 May 2024
3 Client facing draft S Kilpatrick 19 May 2024
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Table of Contents
1 Document Purpose ............................................................................................................................... 2
1.1 Document Revision ....................................................................................................................... 2
2 Executfve Summary ............................................................................................................................... 4
3 Background ........................................................................................................................................... 5
4 Purpose ................................................................................................................................................. 5
5 Lucido Approach ................................................................................................................................... 5
5.1 Knowledge Transfer (KT) / Support Onboarding ........................................................................... 5
5.2 System Support ............................................................................................................................. 7
5.2.1 Scope of Services: ................................................................................................................. 7
5.3 Support Details – Ticketfng & Review ........................................................................................... 8
5.4 Support Processes & Sample Resolutfon Time Frames ................................................................. 9
6 Appendix I – Project Commercials ...................................................................................................... 10
7 Appendix III – Automated Testfng ....................................................................................................... 11
8 Appendix IV – Health Check Details .................................................................................................... 12
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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2 Executive Summary
Lucido is pleased to present this proposal to Denton Municipal Electric (DME) for support of their Allegro
ETRM system. Lucido has been in the Allegro Development ETRM consultfng space for several years now
but, perhaps more importantly, our team members have been involved with the applicatfon, in some
cases, for more than 20 years. Further, we have key leaders who have held roles at the vendor including
positfons such as product manager and CTO. This gives our firm critfcal insight into the applicatfon and, as
a result, especially as Allegro operates very much as a ‘legacy’ product in terms of vendor support, we
have been fortunate to add a great number of Allegro users as clients to ensure platiorm stability.
Another client-driven positfve that separates our support offering is the tools we have either worked with
partners to develop (automated testfng) or have built ourselves and offer to our support clients. When
you have a legacy platiorm, the critfcal aspects for future success for client users are applicatfon stability
and the ability to solve any issue. With a global team that actfvely collaborates and supports one another,
we simply do not have challenges in the product that we cannot address with our team.
Numerous clients have experienced this in our support offering and, as we contfnue to grow, we have
invested in the space and built up the infrastructure and the team to ensure that clients receive all they
need.
If there is anything we can do to add City of Denton as a client, please reach out.
Sean A. Kilpatrick
CEO
E: Sean.Kilpatrick@lucidogroup.io
M: +1 832 844 9048
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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3 Background
Denton Municipal Electric (DME) uses Allegro Development ETRM 16.145.5.4.5416 (ION) as its Energy
Trading Risk Management (ETRM) System. The DME Energy Management Organizatfon (EMO) is seeking a
trusted partner to review, provide oversight for, maintain and execute extensions for Allegro with the aim
to support daily and monthly trade lifecycle actfvitfes, improve system performance, implement and
support reportfng, create procedure documents and seek process efficiencies.
4 Purpose
The purpose of this document is to share Lucido’s approach for providing support to our Allegro customers.
We have expertfse as functfonal and technical consultants for Allegro with a deep understanding of the
deal to cash processes for Power, Natural Gas and Environmental Products. We have experience
developing and maintaining complex system integratfons for nominatfons, market data, reportfng and
trade booking. Uniquely, Lucido provides to its support clients accelerators to support trade uploads, price
uploads and automated testfng. Finally, our team has deep experience in helping our clients identffy and
resolve complex system performance issues. Further details of the team background can be found in the
included PDF file of our North American leadership and staff profiles.
5 Lucido Approach
5.1 Knowledge Transfer (KT) / Support Onboarding
Our ETRM support services typically will start with a ‘health check’ which is further detailed in Appendix
IV. Our Health Checks have proven to be an effectfve way for the firm to determine if there are any
outstanding issues that could be resolved to stabilize the system and create a better user experience. We
then use this knowledge to create an actfon plan, prioritfze high priority issues and set the long-term goals
of the support contract. However, should DME be at an appropriate positfon of stability with the
applicatfon and need more of a focus on simply transferring product ownership at a reduced cost, a leaner
‘knowledge transfer’ approach can be done.
Knowledge session attendees:
DME:
• Business Liaison
• Functfonal Technology Lead
• Technical Lead
Lucido:
• Christfne Colbert – VP, Global Energy Solutfons
• Kayne Coulter – Customer Success and Support
• Lucido Support Team – Global Support
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Based on the RFP, we antfcipate needing only a few hours’ tfme to briefly cover the following topics. These
sessions can be held in person or remotely:
- Capture and validatfon of natural gas and power purchase volumes.
- Deal Lifecycle & Volumes
o Trade Quantfty Lifecycle
o Loadshape
- Deal and Market Pricing
o Curve upload process
o BALMO Pricing Integratfon
o OTC Global Integratfon for Bid/Ask Prices
o ICE Forward Curve
o Daylight Saving Time
o Vols/Corrs Upload Automatfon**
**Note: Lucido has an Excel accelerator tool for uploading Vols/Corrs and other market data.
Minor enhancements may be required based on your specific needs.
- Daily and Monthly Close Processes
- Optfons Trading Requirements
o Trade Types (Storage, Transport, Financial)
o Valuatfon Methodology
o Front Office vs Back Office marks
o Integratfon with existfng processes and reports
o Confirmatfon and Invoice templates
- Front Office Processes and Training needs
o Conduct a review of business processes to support the documentatfon of Horizon
procedures
o Training Needs Identfficatfon
- Middle Office Processes, Reportfng and Training Needs
o Conduct a review of business processes to support the documentatfon of Horizon
procedures
o Credit Ratfng Enhancement based on Security Matrix
o Backtestfng Report
o Rates at Risk Report
o LT Positfon View Enhancements for DEC Optfonality
o Trade Confirmatfon Automatfon
o Reportfng Requirements and design
▪ Exposure Report
o Training Needs Identfficatfon
- Back Office Processes, Extensions and Training
o Conduct a review of business processes to support the documentatfon of Horizon
procedures
o DEC Yesterday Extension
o Training Needs Identfficatfon
- Exceptfon Management Processes and Requirements
o New “Unusual Trades” Exceptfon View
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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- Technology – Market Connect, integratfons, performance issues
Following the knowledge transfer process, Lucido will produce a report that describe issues, prioritfes and
effort (in hours) to resolve along with any details around the knowledge transfer process.
5.2 System Support
In parallel with the knowledge transfer, Lucido commences system support. This includes support of critfcal
issues, interface support, issue reportfng and resolutfon, system configuratfon of new products,
development of new enhancements and class events (with client approval for any enhancement over a
pre-determined budget determined by the client) and user training. In our most commonly chosen support
model, clients will draw down from a monthly set number of hours. The Client can request additfonal help
in additfon to these hours for larger extensions or for the implementatfon of new products. We typically
limit the ability to ‘roll’ hours from month to month but this is just provisional and we frequently work
with clients who seek to leverage a number of months to achieve a larger project.
This model has proven effectfve for our clients to address key system support concerns, while stfll being
able to implement more complex features (‘mini projects’) at a controllable cost and pace.
5.2.1 Scope of Services:
• Allegro System Administration
o Interface management
o Data export management to outside systems
o Grid schedule monitoring
o Deployment of configuratfon changes or code updates
o Change management and documentatfon
• Issue Reporting
o Troubleshootfng issues and documentfng steps
o Reportfng issues to the platiorm vendor (ION Group)
o Providing anonymized database backups to ION support via SFTP site for issue recreatfon
o Tracking and testfng resolutfons
o Deploying solutfons and follow up with business users
• System Configuration, Extensions and Class Events
o System configuratfon to support new trading products, markets and commoditfes
o Design, Development, Testfng and Deployment of approved extensions and Class Events
o *Typically our clients will request an effort estimate for larger efforts and then we will seek
client approval before undertaking more complex development items. We will work with you
to identify a support structure that best meets your needs for the short term and longer term.
• User Training – if necessary
o User Training of Horizon system
o Procedure Documentatfon
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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5.3 Support Details – Ticketing & Review
Lucido uses JIRA for our support tfcketfng system. Below are some screen shots and details of how this is
managed – every client is different though and we are happy to support using a Client’s preferred
methodology. For urgent issues, although our support resources will stfll log those in JIRA, we also provide
phone support. Others may prefer e-mail or Microsoft Teams.
Our JIRA system is utflized for:
• Entering new issues & requests
• Review of requests
• Reviewing statuses of a list of issues
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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5.4 Support Processes & Sample Resolution Time Frames
Sample Resolutfon Time Frames (SLAs)*
*Severity Level and timeframes can vary based on client/contract
Client assigns centralized POC/small
team
•Client documents and sends issue
to Lucido Analyst/JIRA.
•Pending severity of issue, user can
follow up with call if required.
JIRA Ticket System
•Client has option to email Lucido
to open a ticket.
•Client can input ticket in JIRA
which creates tracking number.
•Client will also have access to JIRA
Customer Portal to review, add,
edit issues.
•Lucido will provide Monthly status
reports and timesheet (bi-weekly
timesheets available).
Software Defects
•When Lucido has reviewed an
issue and it appears to be a vendor
Defect in their software we will
document the process, outline the
issue, and return document to
client so they can report to vendor.
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6 Appendix I – Project Commercials
Scope of Work Total Cost
Knowledge Transfer One-Time Charge $5,000 USD
Support Costs $205 USD/hour
*T&M Based on DME approved effort
Lucido is proposing a “bucket of hours” approach for applicatfon support. This will enable DME to control
costs and prioritfze issues. We will review our hours after the first quarter and adjust as needed to meet
DME’s needs.
Scope of Work Total Hours Cost
Monthly Support Services Up to 100 hours/month $20,000 USD/month
Incremental Support Over 100 hours/month $205 USD/hour
Support Services to Include:
• Applicatfon Support
o Assist with user questfons; assist in identffying issue as defect, enhancement, data or
training issue; document and communicate with Allegro Support for issue resolutfon;
suggest issue resolutfon/workaround if applicable.
• Support for Existfng Reports & Extensions.
• Utflize available support hours to address recommendatfons from the Health Check findings.
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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7 Appendix III – Automated Testing
Lucido support includes knowledgeable resources with product expertfse of the Allegro system. Our
support is further enhanced by the use of the market-leading Trinitatum “Triangle” for Allegro test
automatfon. This product has been used at some of the largest and leading energy companies and has a
proven track record of saving significant tfme and money as a tool to support upgrades, patches and new
product releases. If you have interest in learning more about how automated regression testfng can be
implemented into your Allegro support, we would be happy to provide a separate proposal.
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
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8 Appendix IV – Health Check Details
Illustratfons: Sample Health Check Approach
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Module Rate* Complexity NotesMarket Connect205.00$ LowCredit Analytics205.00$ LowOption Analytics205.00$ MediumPending complexity of requirements vs out of the box Allegro functionalityDerivatives Analytics205.00$ Low*Per hour blended rate for supporting this module by a resource.8496 ‐ ETRM Services Fixed Rate hourly fee specific to each module and functionality as requested based on limited understanding of the scope and complexity of the implementation. The below rates are applicable for Year 1 of the 5 year term and will be adjusted based on mutually agreed escalators (for ex.: CPI) year over year.Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52Exhibit C
ETRM MS Support Services - 8496
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l
i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees,
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Exhibit D
ETRM MS Support Services - 8496
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees, and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, Independent Contractors, and Contractual Liability with minimum
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
ETRM MS Support Services - 8496
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $500,000.00 Each Accident
Bodily Injury by Disease: $500,000.00 Each Employee
Bodily Injury by Disease: $500,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City
facility, has no employees and/or is operating as a sole owner and single
operator, CONTRACTOR shall provide a signed letter, with the current date,
on official letterhead stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR
shall provide a copy of its Certificate of Authority to Self-Insure from the
Texas Department of Insurance, Division of Workers’ Compensation Self
Insurance Regulation Program, evidence of alternative coverage and
internal safety and injury coverage policies and procedures.
C. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance covering owned, hired, and non-
owned vehicles, with a minimum combined single limit for bodily injury (including
death) and property damage limit of $1,000,000.00 per occurrence.
NOTE:
a. If CONTRACTOR does not have owned, hired and non-owned autos or
vehicles and/or no autos or vehicles will not be used in the performance
of services under the contract, CONTRACTOR shall provide a signed
letter, with the current date, on official letterhead stating such to meet
the requirement for owned autos.
D. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against any
claim which the CONTRACTOR becomes legally obligated to pay as damages
arising out of the performance of professional services caused by any negligent
error, omission or act with minimum limits of $1,000,000.00 per claim,
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
ETRM MS Support Services - 8496
$2,000,000.00 annual aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the
CONTRACTOR shall require each Subcontractor performing work under the contract, at
the Subcontractor's own expense, to maintain during the engagement with the CITY,
types and limits of insurance that are appropriate for the services/work being performed,
comply with all applicable laws and are consistent with industry standards. The
Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration
of the contract and shall have the responsibility of enforcing insurance requirements
among its subcontractors. The CITY shall be entitled, upon request and without expense,
to receive copies of these certificates.
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
Lucido Group LLC
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
N/A
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
March 19, 2024
Docusign Envelope ID: 3D36EE13-E336-43A5-B5C0-4F076F3BBF52
Exhibit E
Certificate Of Completion
Envelope Id: 3D36EE13E33643A5B5C04F076F3BBF52 Status: Completed
Subject: Please DocuSign: City Council Contract 8496 ETRM Support Services
Source Envelope:
Document Pages: 33 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
7/23/2024 12:36:34 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 7/23/2024 1:01:50 PM
Viewed: 7/23/2024 1:02:04 PM
Signed: 7/23/2024 1:02:47 PM
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: 198.49.140.10
Sent: 7/23/2024 1:02:50 PM
Viewed: 7/24/2024 2:26:35 PM
Signed: 7/24/2024 2:29:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/24/2024 2:29:55 PM
Viewed: 7/24/2024 4:47:05 PM
Signed: 7/24/2024 4:51:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sean A. Kilpatrick
sean.kilpatrick@lucidogroup.io
CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 76.167.212.171
Sent: 7/24/2024 4:51:38 PM
Viewed: 7/29/2024 12:42:04 AM
Signed: 7/31/2024 9:04:00 AM
Electronic Record and Signature Disclosure:
Accepted: 7/29/2024 12:42:04 AM
ID: fb2d1e32-0ee5-4fc5-93da-f2782e0115e5
Signer Events Signature Timestamp
Antonio Puente
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/31/2024 9:04:03 AM
Viewed: 7/31/2024 11:50:21 AM
Signed: 7/31/2024 11:50:38 AM
Electronic Record and Signature Disclosure:
Accepted: 7/31/2024 11:50:21 AM
ID: 4fbe094b-f49e-4bd3-b1a4-6bc801829bdb
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 7/31/2024 11:50:43 AM
Viewed: 7/31/2024 1:28:17 PM
Signed: 9/18/2024 8:53:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 9/18/2024 8:53:46 AM
Viewed: 9/18/2024 9:52:34 AM
Signed: 9/18/2024 9:52:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/18/2024 9:52:43 AM
Viewed: 9/18/2024 11:14:42 AM
Signed: 9/18/2024 11:14:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/23/2024 1:02:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/31/2024 11:50:42 AM
Viewed: 8/1/2024 8:03:24 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 11:15:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Juan Pagoada-Reyes
juan.pagoada-reyes@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 11:15:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/23/2024 1:01:50 PM
Certified Delivered Security Checked 9/18/2024 11:14:42 AM
Signing Complete Security Checked 9/18/2024 11:14:57 AM
Completed Security Checked 9/18/2024 11:15:03 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Sean A. Kilpatrick, Antonio Puente
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.