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PSA 6469 - City of Denton-Deloitte Touche LLP-signed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A $26,000 6469 PSA TO DELOITTE & TOUCHE, LLP Jody Word PSA NA no 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 PROFESSIONAL SERVICES AGREEMENT FOR DENTON MUNICIPAL ELECTRIC (“DME”) & ENERGY MANAGEMENT OPERATIONS (“EMO”) ANALYSIS (FILE 6469) STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into _______________________, 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 _ DELOITTE & TOUCHE, LLP, with its office at 100 Kimball Drive, Parsippany, NJ 07054-2176, 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 EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with reasonable diligence and in accordance with applicable professional standards. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The professional services set out herein are in connection with the following described project (the “Project”): The Project shall be to develop a scope of work to perform an assessment and validation of the cost saving model used by Denton Municipal Electric (“DME”) to support the operations of the Energy Management Operations (“EMO”) group (the “Model”). DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A negligence DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A 5/25/2017 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS/CONTRACTORS The Offeror’s/Bidder’s Without limiting any of the other obligations or liabilities of the Consultant/Contractor, the Consultant/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 award, Consultant/Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the proposal/bid number and title of the project. Consultant/Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Consultants/Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Consultant/ 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: DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A     •    DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A 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 Company. These activities typically do not include detailed testing of data elements and controls, can be inherently subjective and are based on or Advisor’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 Advisor 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 Advisor, that they might perform different procedures than did Advisor, or that professional judgments concerning complex, unusual, or poorly documented transactions may differ. DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: CB16C34A-C771-47DB-98DC-E77F0B5BD64A B X Deloitte & Touche LLP N/A N/A X X 5/25/2017 X Certificate Of Completion Envelope Id: CB16C34AC77147DB98DCE77F0B5BD64A Status: Completed Subject: Please DocuSign: PSA 6469 - City of Denton-Deloitte Touche LLP.pdf Source Envelope: Document Pages: 26 Signatures: 3 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jody Word Certificate Pages: 5 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 5/24/2017 1:19:36 PM 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: 5/24/2017 1:43:47 PM Viewed: 5/24/2017 1:43:55 PM Signed: 5/24/2017 1:47:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 5/24/2017 1:47:37 PM Viewed: 5/24/2017 1:47:51 PM Signed: 5/24/2017 1:47:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Stephen K Engler sengler@deloitte.com Security Level: Email, Account Authentication (Optional) Using IP Address: 108.35.90.101 Sent: 5/24/2017 1:48:01 PM Resent: 5/25/2017 7:32:01 AM Viewed: 5/25/2017 9:17:55 AM Signed: 5/25/2017 9:21:14 AM Electronic Record and Signature Disclosure: Accepted: 5/25/2017 9:17:55 AM ID: 0c35523b-c13d-4386-8bcc-fdd76579d69f 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 Sarah Kuechler sarah.kuechler@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 5/25/2017 9:21:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timothy Metts tmetts@deloitte.com Security Level: Email, Account Authentication (Optional) Sent: 5/25/2017 9:21:17 AM Viewed: 5/25/2017 9:22:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 5/25/2017 9:21:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/25/2017 9:21:18 AM Certified Delivered Security Checked 5/25/2017 9:21:18 AM Signing Complete Security Checked 5/25/2017 9:21:18 AM Completed Security Checked 5/25/2017 9:21:18 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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: 4/20/2015 7:25:38 AM Parties agreed to: Stephen K Engler