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7538 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 FILE ETRM Implementation Christa Christian Not Applicable 7538 March 2, 2021 March 2, 2024 21-324 Contract # 7538 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MRE CONSULTING, LTD (CONTRACT #7538) THIS CONTRACT is made and entered into this date ______________________, by and between MRE Consulting, Ltd., a Texas Limited Partnership, whose address is 3800 Buffalo Speedway, Houston, Texas 77098, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFQ 7538 - ETRM Implementation, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFQ 7538 – ETRM Implementation (Exhibit “B” on File at the Office of the Purchasing Agent); (c) Contractor Terms and Conditions (Exhibit “C”); (d) Confidentiality and Non-Disclosure Agreement (Exhibit “D” on File at the Office of the Purchasing Agent); (e) Insurance Requirements (Exhibit “E”); (f) Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g) Consultant Scope of Work and Rate Card (Exhibit "G"); (h) Form CIQ – Conflict of Interest Questionnaire (Exhibit "H" on File at the Office of the Purchasing Agent); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 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, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (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. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 03/02/2021 Contract # 7538 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 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, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, 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. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ Terrance Naulty II SIGNATURE PRINTED NAME Assistant General Manager of Utilities ______ TITLE Electric Administration DEPARTMENT DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 2021-714475 Vice President (713) 844-6403 Shane Merz smerz@mre-consulting.com Sara Hensley Contract # 7538 Exhibit A Special Terms and Conditions 1. Total Contract Amount The Contract total for services shall not exceed $350,000.00 without further written agreement of the parties. Pricing shall be per Exhibit G attached. 2. Contract Terms The Contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 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. 3. Multiple Purchase Orders Under this Agreement The Parties agree that there can be multiple Purchase Orders under this Contract. Each Purchase Order shall have its own budget and resources, per scope of work and rate card in attached Exhibit G. The cumulative total of all Purchase Orders over the term of the Contract shall comply with Section 1 of Exhibit A, above. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 Exhibit B City of Denton’s RFQ 7538 – ETRM Implementation (on File at the Office of the Purchasing Agent) DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 Exhibit C Contractor Terms and Conditions MRE Consulting, Ltd. MRE Terms & Conditions of Service – Version 1 Revised: 20130521 MRE CONSULTING, LTD. TERMS AND CONDITIONS OF SERVICES GENERAL 1. These terms and conditions apply to Contract 7538 and any Purchase Orders issued and agreed in connection therewith and control over any oral or other inconsistent terms and conditions discussed between the parties. 2. Client shall reimburse MRE for all reasonable expenses incurred in the performance of the Services, including, but not limited to, travel and lodging expenses, communications charges, and supplies. Travel must be pre-authorized by Client to be reimbursable. 3. Intentionally Deleted. There shall be added to any charges payable by Client under this Agreement amounts equal to any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with the PCRS. The parties anticipate that no Texas sales or use taxes will be owed for services rendered within the scope of this Agreement, as the charges will be for services which are not currently taxable, and no taxable sales of goods are involved. If sales taxes are ultimately assessed on these services, the amount of the tax will be paid by Client. 4. MRE shall provide invoices to Client for any payments due under a PCRS. Invoices shall include details of the name of each project where services were provided during the billing period and basis for the charges on each project, or such other information as is needed to calculate the amounts due. Client shall pay the amounts due within thirty (30) days after receipt of the invoice. Late payments shall bear interest at the rate of 1% per month or the highest rate allowed by law, whichever is less. In the event of any good faith, legitimate dispute with regard to a portion of an invoice, Client shall timely pay the undisputed portion as provided herein. 5. Upon final payment only, Client shall own any intellectual property rights created in the deliverable items developed in the course of the Services delivered under a PCRS. If Client does not pay for any of the Services, it shall cease to use any deliverable on request and shall return all copies of and uninstall and remove from its systems all programs for which it has not paid for any reason. 6. Nothing in this Agreement shall preclude MRE from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided under the PCRS, irrespective of their similarity to items which may be delivered to Client. 7. MRE warrants that all services provided hereunder will be performed in a good and workmanlike manner and that all works produced incident to such services will meet or exceed the accepted standards in the industry for such works. 8. TO THE EXTENT ALLOWED BY LAW, THE PRECEDING IS MRE'S ONLY WARRANTY CONCERNING ANY WORK PRODUCT AND THE SERVICES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE. 9. To the extent allowed by law, In no event shall MRE be liable for consequential, incidental, or punitive loss, damage or expenses (including lost profits or savings) even if MRE has been advised of the possible existence of such losses. Any action by Client must be brought within two years after the cause of action arose. In no event shall MRE be liable to Client for all aggregate claims by Client under this Agreement in an amount exceeding the payments due from Client to MRE under the PCRS (s) which is/are directly involved in the claim. 10. Intentionally Deleted. Client shall indemnify, defend, and hold harmless MRE from and against any loss, claim, damage or liabilities (or actions in respect thereof that may be asserted by any third-party) that may result from any third-party claims arising out of or relating to MRE's services under this Agreement or any use by Client of any deliverable item, regardless of any fault or negligence on the part of MRE and will reimburse MRE for all expenses (including counsel fees) as incurred by MRE in connection with any such action or claim, except to the extent any such claim is finally determined by a court of competent jurisdiction (and all appeals have been exhausted) to have resulted from the gross negligence or willful misconduct of MRE. 11. Independent Contractor: In connection with this Agreement, each party is an independent contractor and shall not have any authority to bind or commit the other party. Nothing herein shall be deemed or construed to create a joint venture, a partnership or an agency relationship between the parties for any purpose. Neither party’s employees are employees of the other party. Neither party’s employees shall be entitled to any of the employment benefits offered by the other party, including but not limited to health insurance, unemployment insurance, workers’ compensation, retirement or pension benefits. 12. The PCRS shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts of laws principles. Any litigation arising out of or relating to the PCRS shall be brought in federal or state court in Denton County, Denton, Texas. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 13. MRE may, with written notice to Client and with Client’s written consent (which shall not be unreasonably withheld), assign the PCRS or any of its rights or interests hereunder, or delegate any of its obligations hereunder, to (i) MRE's successor pursuant to a merger, reorganization, consolidation or sale, or (ii) an entity that acquires all or substantially all of that portion of MRE’s assets or business which provides the Services under the PCRS. 14. Non-Solicitation: During the term of the PCRS and for a one (1) year period following the termination or completion of the PCRS, Client agrees not to solicit, contact or attempt to induce any MRE Personnel who have had any material involvement in a PCRS to terminate his or her employment, accept employment with anyone else, or otherwise interfere with the employment relationship of MRE and MRE Personnel without MRE’s prior written consent. 15. Force Majeure: Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control. Force majeure does not apply to a failure to pay. In the event of an occurrence under this Section, MRE will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and MRE continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. MRE shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 16. Non-Appropriation: MRE acknowledges and agrees that the awarding or continuation of this Contract is dependent upon the availability of funding. The City of Denton’s payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to MRE. The City of Denton will not incur a debt or obligation to pay MRE any amounts the City of Denton does not have the current funds available to pay. . In this connection, however, the parties agree as follows: 16.a. If Contract 7538 is terminated for non-appropriation, the City of Denton may not replace Exhibit A services with another contract with a different contractor for the remainder of the Term as stated in Exhibit A. 16.b.The various provisions and subprovisions of this Contract 7538 are severable and if any provision or subprovision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability will not affect the validity or enforceability of the remaining provisions or subprovisions or parts thereof in this Contract 7538. 16c.The City of Denton will keep MRE advised on a prompt and continual basis of any potential issues with available funds and will issue written notice to MRE immediately upon obtaining information leading to a belief that it may not have available funds for any current or future Contract 7538 services. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 EXHIBIT D EXECUTED CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ON FILE AT THE OFFICE OF THE PURCHASING AGENT DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 Exhibit E INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements 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. 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, 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: ▪ 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 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 or materially changed before the expiration date. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 • 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. 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. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 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 (if applicable), or • all owned (if applicable) hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ 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 Workers’ 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 $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 [ ] 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. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] 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. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 EXHIBIT F 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 a 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 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. (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. DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 EXHIBIT G Scope of Work and Rate Sheet SCOPE OF WORK Description of Work Denton Municipal Electric (a utility wholly owned by the City of Denton) is seeking to award at least one task order contract per work description. The assignment of specific projects may be awarded to qualified responders, major work categories include: Summary of Key Assumptions: a. DENTON will arrange for all software, hardware, and facilities licensing and services agreements required to execute the ETRM project. b. Key business users and technical personnel will be available for activity execution and deliverable confirmation throughout the project. c. DENTON will provide systems access for resources as required by the project plan. d. The project will leverage consultant provided templates within the project. Location of Work: Consultant shall perform its services remotely or on site at DENTON offices, as needed. Should travel to DENTON be required, expenses will be reimbursed to Consultant with the submission of an expense report. Client shall reimburse MRE for all reasonable expenses incurred in the performance of the Services, including, but not limited to, travel and lodging expenses, communications charges, and supplies. Travel must be pre-authorized by Client to be reimbursable. a. b. For travel per diem, Consultant will use an agreed upon rate for complete days in Denton. c. Any travel associated with the project must be pre-approved in writing by DENTON. Description of Work to be Performed: a. Support the accounting team by analyzing settlement data in support of Settlements activities b. Support the processes to capture and validate of volumes for gas and power purchase agreements c. Support monthly close process including P&L tie outs, journal entries, and trade exception reporting and clearing. d. Support DME trade exception reporting e. Create procedure documentation f. Pro-actively seek opportunities to standardize, simplify and automate processes to Improve performance and efficiency as well as address underlying root causes g. Develop reports using the ETRM system or Excel to support DME activities DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 Additional services not included in basic services, may be requested by the City in writing and would be executed only upon acceptance by both parties of the scope and costs of each additional services. MRE Consulting Rate Card Role Hourly Rate Sr. Consultant - Allegro Credit & Risk $135 Subject Matter Expert - Allegro Power Advisor $225 Sr. Consultant - Allegro Power Advisor $175 Partner / Advisor $300 Consultant $125 Analyst $100 DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Contract # 7538 EXHIBIT H EXECUTED CONFLICT OF INTEREST QUESTIONNAIRE ON FILE AT THE OFFICE OF THE PURCHASING AGENT DocuSign Envelope ID: 15721B34-DA6F-4320-A048-BF68D650D560 Certificate Of Completion Envelope Id: 15721B34DA6F4320A048BF68D650D560 Status: Completed Subject: Please DocuSign: City Council Contract 7538 - ETRM Implentation Source Envelope: Document Pages: 16 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 2/4/2021 9:50:29 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/4/2021 10:04:52 AM Viewed: 2/4/2021 10:05:02 AM Signed: 2/4/2021 10:05:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/4/2021 10:05:49 AM Viewed: 2/4/2021 2:24:26 PM Signed: 2/4/2021 2:25:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/4/2021 2:25:25 PM Viewed: 2/5/2021 3:13:22 PM Signed: 2/5/2021 3:29:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Shane Merz smerz@mre-consulting.com Vice President MRE Consulting, Ltd. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 216.215.93.50 Sent: 2/5/2021 3:29:42 PM Resent: 2/5/2021 4:08:10 PM Resent: 2/5/2021 4:20:46 PM Viewed: 2/5/2021 4:28:18 PM Signed: 2/5/2021 4:46:43 PM Electronic Record and Signature Disclosure: Accepted: 2/5/2021 4:12:52 PM ID: 49849559-ba7c-4a6d-94b2-e1d52a82f795 Signer Events Signature Timestamp Terrance Naulty Terrance.Naulty@cityofdenton.com Asst. General Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/5/2021 4:46:45 PM Viewed: 2/5/2021 4:53:50 PM Signed: 2/5/2021 4:54:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/5/2021 4:54:50 PM Viewed: 3/3/2021 8:50:43 AM Signed: 3/3/2021 8:51:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/3/2021 8:51:14 AM Resent: 3/4/2021 1:54:44 PM Viewed: 3/4/2021 1:56:38 PM Signed: 3/4/2021 1:56:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/4/2021 1:56:55 PM Viewed: 3/5/2021 3:44:34 PM Signed: 3/5/2021 3:45:26 PM Electronic Record and Signature Disclosure: Accepted: 3/5/2021 3:44:34 PM ID: 459a6afa-3873-48a9-be23-a1c6f52062a2 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 Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 2/4/2021 10:05:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 2/5/2021 4:54:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 2/5/2021 4:54:50 PM Viewed: 2/5/2021 4:55:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/5/2021 3:45:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Smith Day smith.day@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/5/2021 3:45:30 PM Viewed: 3/5/2021 3:46:01 PM Electronic Record and Signature Disclosure: Accepted: 2/25/2021 7:37:49 AM ID: 2b8734fb-21f3-48fc-aa68-8431e2636e0b Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/4/2021 10:04:52 AM Certified Delivered Security Checked 3/5/2021 3:44:34 PM Signing Complete Security Checked 3/5/2021 3:45:26 PM Completed Security Checked 3/5/2021 3:45:30 PM 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: Shane Merz, Rosa Rios, Smith Day 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.