6560 - Resource Planning- Power Supply Strategy, Awarded Contract
Docusign City Manager Approval Transmittal Coversheet
File Name
Purchasing Contact
Contract Value
Piggy Back Option
Contract Expiration
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no
Upon Acceptance of Work Completion
Resource Planning - Power Supply Strategy
6560
Cindy Alonzo
PSA
$99,000
CITY MANAGER APPROVAL REQUEST
DATE: August 22, 2017 Questions concerning this
acquisition may be directed
DEPARTMENT: Denton Municipal Electric to Bryan Langley at 349-8224
ACM: Bryan Langley
SUBJECT
Request for City Manager approval to award a Professional Services Agreement for consulting
services with Enterprise Risk Consulting (ERC) for the resource planning and implementation
services of a revised long-term power supply strategy for Denton Municipal Electric (DME) in
an amount not-to-exceed $99,000 (File 6560).
FILE INFORMATION
DME is proposing to execute a contract with ERC to provide strategic support by assisting with
resource planning and the implementation of a revised long-term power supply strategy. The
immediate focus for the consulting project is to enable the efficient operation of the Denton
Energy Center (DEC) by the target completion date in the summer of 2018, and to meet
Denton’s original long-term goal of 70% renewable energy by 2019. The long range plan, which
will be provided in the future, is to further develop Denton’s portfolio of renewable resources
and Denton’s ability over the long-term to manage a power supply portfolio approaching 100%
renewable energy.
This scope of work includes a revised resource plan, which will incorporate the addition of
DME’s Denton Energy Center to its power supply portfolio. Targets will be developed for
completing DME’s renewable power supply portfolio through the acquisition of a diversified set
of power purchase agreements from renewable energy resources. Existing RFPs for renewable
energy resources will be modified to ensure alignment with the revised resource plan. The direct
labor costs will not exceed $96,000, with $3,000 for estimated travel expenses as needed.
ERC, a professional firm who specializes in trading and risk management consulting services,
has staff who have substantial experience in trading and energy economics. ERC project staff
has served in senior roles in the energy industry, the financial services industry, and academia.
ERC’s expert knowledge in the energy industry makes them well-qualified to perform the update
to the City’s long-term power supply strategy plan. In accordance with the provisions of Texas
Local Government Code 252.022 (4), and Texas Government Code 2254, staff recommends
selection of ERC, without conducting a formal Request for Qualifications (RFQ) procurement
process.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
None
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City Manager Approval Request
Page 2
August 22, 2017
RECOMMENDATION
Award a Professional Services Agreement to Enterprise Risk Consulting, LLC for Phase 1 of the
the resource planning and implementation services of a revised long-term power supply strategy
for Denton Municipal Electric (DME) in the amount not to exceed $99,000.
PRINCIPAL PLACE OF BUSINESS
Enterprise Risk Consulting, LLC
Sante Fe, New Mexico
ESTIMATED SCHEDULE OF PROJECT
The project will begin once a purchase order has been issued and is anticipated to be completed
October 2017.
FISCAL INFORMATION
This project will be funded from 600001.7854.9210.A.
EXHIBITS
Exhibit 1: Professional Services Agreement – Enterprise Risk Consulting, LLC.
Requested by:
Name: Bryan Langley
Phone: (940) 349-8224
Respectfully submitted:
Purchasing
Expenditure Approved:
__________________________
City Manager or Designate
__________________________
Date
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Contract 6560 Page 1
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 6560
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 Enterprise Risk Consulting, LLC, with its
corporate office at 1000 Cordova Place, #381, Santa Fe, New Mexico 87505, 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, strategic support to assist the OWNER and
the electric utility department, known as Denton Municipal Electric (“DME”), with
resource planning and the implementation of a revised long-term power supply strategy,
as described in Exhibit A – Project Scope of Work, which is attached hereto and
incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
EXHIBIT 1
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A. CONSULTANT shall perform all those services set forth in the individual task orders as
described in Exhibit A – Project Scope of Work which shall be attached to this
Agreement and made a part hereof.
B. 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 – Schedule of Charges for Additional Services and
Reimbursement of Out-of-Pocket Expenses.
A. Visits to the City of Denton, Texas, or other sites as requested the OWNER, for the
purpose of attending meetings to discuss Project findings or recommendations, or to
deliver presentations of Project findings or recommendations, other than as described in
Exhibit A – Project Scope of Work.
B. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT will provide services from the date of execution and shall
automatically expire upon completion of the work or receipt of the materials, and acceptance by
the City of Denton.
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 “B” – Cost Estimate of Professional
Services and Reimbursement of Out-of-Pocket Expenses which is attached hereto and
made a part of this Agreement as if written word for word herein, a total fee, not
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including out-of-pocket expenses, such as airfare, hotel, ground transportation, and meals
including reimbursement for direct non-labor expenses not to exceed $99,000 for Part I of
the Project.
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.
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.
C. 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” – Schedule of Charges for Additional
Services and Reimbursement of Out-of-Pocket Expenses. 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.
D. 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.
E. 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
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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 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 the following insurance with an insurance company licensed to do business in the State
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of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
D. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER’s request to evidence such coverages. The General Liability and Auto Liability
insurance policies shall name the OWNER as an additional insured. CONSULTANT
shall endeavor to provide OWNER with any cancellation or modification to its insurance
policies.
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.
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
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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:
Enterprise Risk Consulting, LLC City of Denton
ATTN: Larry Lawrence Purchasing Manager – File 6560
220 N. Zapata Hwy 11A 901B Texas Street
Laredo, TX 78043 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.
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
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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
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.
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ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Project Scope of Work
Exhibit B – Cost Estimate of Professional Services and Reimbursement of
Out-of-Pocket Expenses
Exhibit C – Consultant’s Compensation Rate Sheet
B. 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 include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed
document.
C. 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.
D. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Neil McAndrews and Larry Lawrence. However, nothing herein shall
limit CONSULTANT from using other equally qualified and competent members of its
firm to perform the services required herein.
E. 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
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steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
F. 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.
G. 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.
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 include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
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ARTICLE XXIV
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on signature page.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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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______________________.
CITY OF DENTON, TEXAS
__________________________________
TODD HILEMAN, CITY MANAGER
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
ENTERPRISE RISK CONSULTING, LLC
A WYOMING LIMITED LIABILITY
COMPANY
“CONSULTANT”
__________________________________
BY: LARRY LAWRENCE
ITS: PRESIDENT
__ 2017-251847 ____________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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Exhibit A – Project Scope of Work
I. Introduction
The objective of the consulting engagement is to provide strategic support by assisting with
resource planning and the implementation of a revised long-term power supply strategy.
A near-term focus, and the focus of this scope of work, is to enable the efficient operation of the
Denton Energy Center (DEC) by the target completion date in the summer of 2018, and to meet
Denton’s original long-term goal of 70% renewable energy by 2019.
A longer-term focus, and the focus of a future scope of work, is to further develop Denton’s
portfolio of renewable resources and Denton’s ability over the long-term to manage a power
supply portfolio approaching 100% renewable energy.
The scope of work consists of two separate but related parts. Part I is a revised resource plan that
will incorporate the addition of the DEC to Denton Municipal Electric’s (DME) power supply
portfolio, as well as developing targets for completing DME’s renewable power supply portfolio
through the acquisition of a diversified set of power purchase agreements from renewable energy
resources.
II. Part I – Revised Resource Plan
The revised resource plan will include:
A. Key Elements
a. A finding of resource needs, focusing primarily on the first 10 years of a 20-year
planning period;
b. The preferred portfolio of supply-side and demand-side resources to meet
resource needs;
c. An action plan that identifies the steps to be taken during the next year to meet the
2019 Renewable Denton Plan goal of 70% to 100% renewable energy resources.
d. Modifying any existing RFPs for renewable energy resources that the RFPs align
with the requirements of the revised resource plan.
B. Goal Setting Statement
a. Explanation of the goal of the planning purpose, and the time horizon for such
plans. The statement will explain the relative uncertainty involved in the process.
b. Identify customer preference and describe the competitive market in which DME
competes.
c. Identify the main goal of the process and why this goal is preferred compared to
other typical goals.
C. Develop Plan Inputs and Analysis
a. Develop an analysis and recommended long-term support for each major decision
variable.
b. Identify and describe elements needed as inputs to the plan (e.g. load growth
ranges and renewable resource production types and uncertainties).
c. Conduct analysis for each focus area:
i. Load growth – analyze future economic conditions and trends to develop a
high, low and expected load growth forecast.
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Contract 6560 Page 13
ii. Renewable Resource diversification
1. Examine the primary benefits of resource diversification (e.g.,
solar and wind, various types of wind resources in Texas including
Panhandle, West Texas, Coastal)
2. Consider secondary benefits of resource diversification on long-
term credit risk exposure.
iii. Resource costs - treated as a range of costs for each type.
iv. Regulation environments – potential for changes will be developed over
the term of analysis.
D. Information Gathering
a. Acquire production curve data for solar resources and a variety of wind resources;
analyze and classify these into integration elements in a variety megawatt levels
that can be added together to improve locational diversity.
b. Review and map historical resource node congestion cost data.
c. ERCOT resource adequacy, energy, and renewable studies will also be reviewed
for testing of the range of changes in future scenarios, such as low or high
regulation environments or increasing congestion areas.
d. Demographic and economic data will be acquired from banking and government
agencies.
e. Natural gas, coal, oil and other fuel inputs will be tested for economic dispatch
changes.
E. Resource Portfolio Model Development
a. Develop an integration of resources costs and performance into the portfolio
scenario model.
b. Power purchase agreements (PPAs) will also be classified into terms, costs and
performance.
c. Energy efficiency and other demand side resources will also be included for
analysis.
d. Production scenarios and limitations for the DEC will be considered as a firming
resource for prospective renewable resources.
F. Reporting and Summary Analysis
a. Map different types of future paths and develop a commentary of scenario
outcomes. Each one will have a major trend driver such as “low economic
growth” to easily convey to the audience the uncertainty in the future and the kind
of environment that the scenario is describing.
b. The various outcomes and resource combinations will be placed into a matrix
with economic and portfolio outcomes for each scenario. These will be for trends
of 3 to 10-year time horizons.
G. Summary of Recommendations – develop a summary of recommendations and
suggested actions.
III. Deliverables
The scope of work includes several deliverables:
1. A revised resource plan in Adobe Portable Document Format (PDF)
2. A Microsoft PowerPoint presentation providing a summary of the resource plan
3. In-person delivery of a Microsoft PowerPoint presentation of findings and a summary of
the revised resource plan at the end of Part I of the scope of work.
DocuSign Envelope ID: 141D75D3-C4BF-4B96-A590-C56AEB812F5C
Contract 6560 Page 14
Exhibit B – Cost Estimate of Professional Services and Reimbursement of Out-of-Pocket
Expenses
Projects are estimated according to the number of man-weeks required to prepare and submit all
deliverables.
This cost estimate includes work to produce all of the deliverables listed in Exhibit A – Project
Scope of Work, with the exception of additional requests for in-person presentations of findings
and recommendations not listed in Exhibit A – Project Scope of Work.
For the purposes of calculating man-weeks of work (at 40 hours per week), plus ad hoc, out-of-
scope work requests, the following hourly rate structure will apply:
Consultant Hourly Rate
Neil McAndrews, Senior Principal $200
Tom Lord, Senior Principal $250
Larry Lawrence, President $250
Data analyst $75
Project Scope Number of Man-Weeks Project Estimate
Part I Neil McAndrews: 5
Larry Lawrence: 5
Data analyst: 2
$96,000
In addition to consulting fees, ERC will bill for out-of-pocket expenses, such as airfare, hotel,
ground transportation, and meals. These expenses will be billed at out-of-pocket cost, without
additional markup. Air travel will be purchased at coach class fares. Expense reports detailing
all expenses, along with receipts, will be presented for reimbursement.
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Exhibit C – Schedule of Charges for Additional Services and Reimbursement of Out-of-
Pocket Expenses
Consultant Hourly Rate
Neil McAndrews, Senior Principal $200
Tom Lord, Senior Principal $250
Larry Lawrence, President $250
Data analyst $75
In addition to consulting fees, ERC will bill for out-of-pocket expenses, such as airfare, hotel,
ground transportation, and meals. These expenses will be billed at out-of-pocket cost, without
additional markup. Air travel will be purchased at coach class fares. Expense reports detailing
all expenses, along with receipts, will be presented for reimbursement.
DocuSign Envelope ID: 141D75D3-C4BF-4B96-A590-C56AEB812F5C
Contract 6560 Page 16
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
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 bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid 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 bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the 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- VII or better.
Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
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Contract 6560 Page 17
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
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If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
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Contract 6560 Page 19
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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Contract 6560 Page 20
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
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Contract 6560 Page 21
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
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Contract 6560 Page 22
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
DocuSign Envelope ID: 141D75D3-C4BF-4B96-A590-C56AEB812F5C
Certificate Of Completion
Envelope Id: 141D75D3C4BF4B96A590C56AEB812F5C Status: Completed
Subject: ****City Manager Approval ******Docusign Item 6560 PSA Power Supply Strategy Update
Source Envelope:
Document Pages: 25 Signatures: 6 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Cindy Alonzo
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
8/22/2017 10:10:26 AM
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cindy Alonzo
cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
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(Optional)
Completed
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Sent: 8/22/2017 10:14:53 AM
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Signed: 8/22/2017 10:17:23 AM
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Karen E. Smith
karen.smith@cityofdenton.com
Interim Purchasing Manager
City of Denton
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Larry Lawrence | Enterprise Risk Consulting, LLC
llawrence@enterprise-risk.com
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Sent: 8/22/2017 11:04:59 AM
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Signed: 8/23/2017 2:24:01 PM
Electronic Record and Signature Disclosure:
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ID: 04c899c9-6591-4704-a67e-b9d0ee618633
Jennifer DeCurtis
jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
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Todd Hileman
todd.hileman@cityofdenton.com
City Manager
City of Denton
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ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
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Sherri Thurman
sherri.thurman@cityofdenton.com
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Robin Fox
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Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
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Jennifer Bridges
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Procurement Assistant
City of Denton
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Julia Winkley
julia.Winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
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Bryan Langley
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Assistant City Manager
City of Denton
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Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Larry Lawrence | Enterprise Risk Consulting, LLC, Todd Hileman
How to contact City of Denton:
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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.