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6469 Amend #1 Docusign City Manager Approval Transmittal Coversheet File Name Purchasing Contact Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 DELOITTE & TOUCHE, LLP Jody Word $86,000 no 3 WEEKS PSA 6469-AMEND #1 Request for City Manager Approval of Purchase DATE: July 23, 2017 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Sarah Kuechler at 940-349-8356. ACM: Bryan Langley SUBJECT Consider recommending approval of Amendment #1 for the Assessment and Validation of Savings from Denton Municipal Electric’s Energy Management Organization (EMO), Professional Services Agreement (PSA) 6469 with Deloitte & Touche, LLP, to add $60,000 for the additional project work for an amended contract amount not to exceed $86,000. BID/FILE INFORMATION Retrospective Assessment FY 2015 (10/01/2014 – 09/30/2015) and FY 2016 (10/01/2015 – 09/30/2016):  Assess the model used by Owner in FY 2015 and FY 2016 including the model's inputs, exclusions, and assumptions based on the following as applicable:  Inputs may include the following, but are not limited to: o Congestion Revenue Rights (“CRR”) costs o Day Ahead Market (“DAM”) prices o DAM Point-to-Point (“PTP”) purchase o Real Time Market (“RTM”) prices o RTM PTP purchases o RTM Congestion Cost o DME ancillary service Costs o Bilateral contracts for power o Broker fees for exchange traded contracts o Financial swap transactions  Exclusions may include, but are not limited to, the following: o Electric Reliability Council of Texas (“ERCOT”) CRRs o Select counterparties costs o Renewable Energy Credits (REC) o Landfill  Assess the appropriateness of inputs and assumptions for the model, including information received from the model based on the Consultant’s understanding and knowledge of the inputs and assumptions associated with ERCOT and establishment of an energy management organization  Assess the appropriateness of key exclusions based on the Consultant’s understanding and knowledge of the inputs and assumptions associated with ERCOT and establishment of an energy management organization  For observable inputs (such as market data), a comparison of selected data to an independent source of the market data, where available DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 City Manager Agenda Information Sheet Page 2  For unobservable inputs (such as assumptions), an assessment of the process by which the assumptions are developed and assessment of consistency with available related information (such as proxy information) as provided by Owner  Assess the accuracy and completeness of the final FY 2015 and 2016 savings calculations based on the following as applicable:  Analyze the NRG quoted heat rate used in the FY 2015 and 2016 cost savings calculations by comparing it to available market data as provided by Owner  Recalculate the FY 2015 and FY 2016 year-end summaries using supporting documentation such as counterparties invoices, CRR Auction costs, and ERCOT statements to the extent that statements are available, which will be provided by the Owner  Research and analyze resulting differences between the Owner’s FY 2015 and FY 2016 savings calculations and the recalculations performed by Consultant PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Utilities Board will be advised on this proposed scope of work at their Monday, July 24, 2017 meeting. RECOMMENDATION To utilize Deloitte, an independent audit and consulting firm, to perform an assessment of the Energy Management Organization (EMO) in DME. The EMO is responsible for purchasing power and administering the City’s power supply functions.  This operation was created in 2014, and they have been very successful in accomplishing their goals.  Internally, staff has estimated that this group has saved approximately $13 million annually compared to what we would have spent by contracting for this function through a power management contract.  To verify these savings, and identify the best method to calculate these savings going forward, staff is proposing to use Deloitte for this analysis. BASIS FOR SELECTION In April 2017, the City Manager’s Office released a Request for Quotes from consulting firms to perform an analysis of the EMO. Staff received four responses and analyzed based upon the firm’s experience, proposal, and pricing. Deloitte was selected based upon their breadth and depth of their team and experience, including experience with ERCOT regulations. Staff brought them under contract for a Phase 1 to undergo a preliminary assessment of the EMO, share the current model and data, and to put together a scope of work to perform a detailed assessment to verify savings and provide recommendations and conclusions. Phase 1 was in an amount not to exceed $26,000 and Phase 2 is proposed in an amount not to exceed $60,000. DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 City Manager Agenda Information Sheet Page 3 PRINCIPAL PLACE OF BUSINESS DELOITTE & TOUCHE, LLP, with its office at 100 Kimball Drive, Parsippany, NJ 07054-2176 STAFF ESTIMATE Not to exceed $60,000 ESTIMATED SCHEDULE OF PROJECT It will take three (3) weeks to perform the analysis and deliver a final report. CONTRACT ADMINISTRATOR Sarah Kuechler, Assistant to the City Manager FISCAL INFORMATION 103001-7879 CMO Professional Services – Outside Contract Services Will require a budget transfer Attachment 1: Deloitte PSA Requested by: Sarah Kuechler Assistant to the City Manager 940-349-8356 Purchase Order # 181607 Respectfully submitted: Purchasing Expenditure Approved: __________________________ City Manager or Designate __________________________ Date DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 7/25/2017 PSA 6469 – Amendment #1 Page 1 of 2 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DELOITTE & TOUCHE, LLP CONTRACT NO. 6469 THIS FIRST AMENDMENT TO CONTRACT 6469 (“Amendment”) by and between the City of Denton, Texas (“City”) and Deloitte & Touche, LLP (“Supplier”); The original Agreement provided for Deloitte & Touche, LLP services related to Agreement for Denton Municipal Electric (“DME”) & Energy Management Operations (“EMO”) Analysis, as is contained in Contract # 6469 (on file in the Purchasing Office). The initial agreement for the Basic Services – (Exhibit A), was approved on July 25, 2017, in the not-to-exceed amount of $26,000. The CITY deems it necessary to further expand the goods/services provided by SUPPLIER to the CITY; NOW THEREFORE, 1. Amendment #1 in the amount of $60,000 increases the “Total Contract Amount for services shall not exceed $86,000 per term. Pricing shall be per Exhibit B attached.” All other provisions of the contract 6469, as heretofore amended, remain in full force and effect. DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 PSA 6469 – Amendment #1 Page 2 of 2 IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this the _________________________. “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: ___________________________________ “SUPPLIER” Deloitte & Touche, LLP A Corporation By: _________________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 7/25/2017 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 EXHIBIT A DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. EXHIBIT B STATEMENT OF WORK, DRAFTED: June 21, 2017 This Statement of Work is to confirm the engagement of Deloitte & Touche LLP (“Consultant” or “we” or “our”) to provide City of Denton (the “Owner” or “you”) with model and cost validation services1 (the “Services”). The engagement is subject to the terms of the Professional Services Agreement for Denton Municipal Electric (“DME”) Energy Management Operations Analysis (“EMO”) (designated by Client as File 6469) to which this Exhibit A is attached and made a part thereof. SCOPE, APPROACH, AND ASSUMPTIONS The nature of the Services that the Consultant is to perform for the Owner is to perform an assessment and validation1 of the cost saving model used by Denton Municipal Electric (“DME”) to support the operations of the Energy Management Operations (“EMO”) group (the “Model”). The scope of work will focus on the inputs and calculations in the model, as well as the process in place at Owner to support its use of the model. Consultant will provide Owner with a retrospective assessment for FY 2015 and FY 2016. Consultant’s approach for this engagement is as follows: 1. Retrospective Assessment FY 2015 (10/01/2014 – 09/30/2015) and FY 2016 (10/01/2015 – 09/30/2016):  Assess the model used by Owner in FY 2015 and FY 2016 including the model's inputs, exclusions, and assumptions based on the following as applicable:  Inputs may include the following, but are not limited to: o Congestion Revenue Rights (“CRR”) costs o Day Ahead Market (“DAM”) prices o DAM Point-to-Point (“PTP”) purchase o Real Time Market (“RTM”) prices o RTM PTP purchases o RTM Congestion Cost o DME ancillary service Costs o Bilateral contracts for power o Broker fees for exchange traded contracts o Financial swap transactions 1 For purposes of the model validation and other services described herein, terms such as validate, test, verify, review, and confirm refer to assessment activities performed based on objectives, a framework and assumptions as agreed to with the Owner. These activities will not include detailed testing of data elements and controls, can be inherently subjective and are based on Consultant’s current understanding of facts, circumstances and regulatory expectations. Other professionals may perform procedures concerning the same information or data, and reach different findings than Consultant for a variety of reasons, including the possibilities that additional or different information or data might be provided to them that was not provided to Consultant, that they might perform different procedures than did Consultant, or that professional judgments concerning complex, unusual, or poorly documented transactions may differ. DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. EXHIBIT B STATEMENT OF WORK, DRAFTED: June 21, 2017  Exclusions may include, but are not limited to, the following: o Electric Reliability Council of Texas (“ERCOT”) CRRs o Select counterparties costs o Renewable Energy Credits (REC) o Landfill  Assess the appropriateness of inputs and assumptions for the model, including information received from the model based on the Consultant’s understanding and knowledge of the inputs and assumptions associated with ERCOT and establishment of an energy management organization  Assess the appropriateness of key exclusions based on the Consultant’s understanding and knowledge of the inputs and assumptions associated with ERCOT and establishment of an energy management organization  For observable inputs (such as market data), a comparison of selected data to an independent source of the market data, where available  For unobservable inputs (such as assumptions), an assessment of the process by which the assumptions are developed and assessment of consistency with available related information (such as proxy information) as provided by Owner  Assess the accuracy and completeness of the final FY 2015 and 2016 savings calculations based on the following as applicable:  Analyze the NRG quoted heat rate used in the FY 2015 and 2016 cost savings calculations by comparing it to available market data as provided by Owner  Recalculate the FY 2015 and FY 2016 year-end summaries using supporting documentation such as counterparties invoices, CRR Auction costs, and ERCOT statements to the extent that statements are available, which will be provided by the Owner  Research and analyze resulting differences between the Owner’s FY 2015 and FY 2016 savings calculations and the recalculations performed by Consultant ACKNOWLEDGMENTS AND AGREEMENTS  Substantial and meaningful involvement of key stakeholders in the risk assessment and risk identification process of the Company is critical to the success of this engagement. The Company shall be responsible for ensuring that the identified Company personnel actively participate in both the planning and execution of this engagement. DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. EXHIBIT B STATEMENT OF WORK, DRAFTED: June 21, 2017  The Services will not constitute an engagement to provide audit, compilation, review, or attestation services as described in the pronouncements on professional standards issued by the AICPA, the Public Company Accounting Oversight Board, or other regulatory body and, therefore, we will not express an opinion or any other form of assurance as a result of performing the Services.  Consultant will not make any management decisions, perform any management functions, or assume any management responsibilities.  Observable inputs such as market data shall be provided by the by the Owner or agreed with Owner for use in the assessment The Services will be performed in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants (AICPA). DELIVERABLES The following deliverables will be produced during the course of this engagement: I. Prepare a report of the results of our assessment of the FY 2015 & FY 2016 cost savings to include the following elements: 1. Executive summary 2. Procedures performed 3. Results of recalculations performed TIMETABLE Based on our experience delivering similar engagements, we believe that the services described can be provided in approximately three (3) weeks. ENGAGEMENT FEES The estimated fees for this engagement are estimated not to exceed $60,000 inclusive of travel, based on the following rates and approximately 231 hours: Resource Level Hourly Rate Partner, Principal, Managing Director $445 Senior Manager $415 Manager $380 Senior Consultant $330 Consultant $280 US India Senior Consultant $91 DocuSign Envelope ID: 64AB5219-7F01-4FCE-A08A-F5224B3FF819 Certificate Of Completion Envelope Id: 64AB52197F014FCEA08AF5224B3FF819 Status: Completed Subject: ****City Manager Approval ******Docusign Item 6469-Amend #1 Source Envelope: Document Pages: 40 Signatures: 6 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jody Word Certificate Pages: 6 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 7/25/2017 7:58:21 AM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 7/25/2017 8:06:34 AM Viewed: 7/25/2017 8:06:52 AM Signed: 7/25/2017 8:08:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Karen E. Smith karen.smith@cityofdenton.com Interim Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 7/25/2017 8:08:41 AM Viewed: 7/25/2017 8:14:13 AM Signed: 7/25/2017 8:14:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephen K. Engler tmetts@deloitte.com Security Level: Email, Account Authentication (Optional) Using IP Address: 167.219.88.140 Sent: 7/25/2017 8:14:29 AM Viewed: 7/25/2017 8:38:07 AM Signed: 7/25/2017 8:40:46 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 8:38:07 AM ID: 870318f4-74af-4b65-9eb0-097f7ef4a271 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 7/25/2017 8:40:48 AM Viewed: 7/25/2017 8:44:34 AM Signed: 7/25/2017 8:45:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 7/25/2017 8:45:53 AM Viewed: 7/25/2017 9:02:14 AM Signed: 7/25/2017 9:02:24 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 7/25/2017 9:02:27 AM Resent: 7/26/2017 2:30:57 PM Viewed: 7/26/2017 2:44:45 PM Signed: 7/26/2017 2:45:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 7/25/2017 8:40:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 7/25/2017 8:45:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 7/26/2017 2:45:59 PM Viewed: 7/27/2017 6:40:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 7/26/2017 2:45:59 PM Viewed: 7/28/2017 1:47:40 PM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Julia Winkley julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 7/26/2017 2:45:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sarah Kuechler sarah.kuechler@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 7/26/2017 2:45:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/26/2017 2:45:59 PM Certified Delivered Security Checked 7/26/2017 2:45:59 PM Signing Complete Security Checked 7/26/2017 2:45:59 PM Completed Security Checked 7/26/2017 2:45:59 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. 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