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2016-022ORDINANCE NO 2016 -022 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND RESOLVED ENERGY CONSULTING, LLC, FOR SERVICES RELATING TO DENTON MUNICIPAL ELECTRIC PROJECTS THAT INCLUDE WITHOUT LIMITATION, ELECTRIC RELIABILITY COUNCIL OF TEXAS ( ERCOT), PUBLIC UTILITIES COMMISSION OF TEXAS (PUCT), AND OTHER REGULATORY ACTIVITIES RESPECTING THE CITY OF DENTON'S ELECTRIC UTILITY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE NO. 5332 IN THE ADDITIONAL AMOUNT NOT -TO- EXCEED $520,000; AGGREGATING A TOTAL NOT -TO- EXCEED $1,040,000). WHEREAS, the City Council deems it necessary and appropriate and in the public interest to continue to engage the firm of Resolved Energy Consulting, LLC, a Texas Limited Liability Company, located in Austin, Texas, to provide the City with professional consulting services pertaining to Denton Municipal Electric projects that include without limitation, Electric Reliability Council of Texas (ERGOT) projects, Public Utilities Commission of Texas (PUCT) projects, and other regulatory activities respecting the City of Denton's electric utility; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by the City of Denton, and that limited City staff cannot adequately perform the specialized professional services and tasks, with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that Resolved Energy Consulting, LLC is appropriately qualified under the provisions of the law, to be retained as a consulting firm for the City, respecting this engagement; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the "First Amendment to Agreement for Consulting Services;" NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SEC TION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. 1 SECTION 2. The City Manager is hereby authorized to execute a "First Amendment to Contract by and between the City of Denton, Texas and Resolved Energy Consulting, LLC," in the additional amount of not -to- exceed $520,000, for professional consulting services pertaining to the interests of the City as hereinabove described, in substantially the form of the First Amendment which is attached hereto as Exhibit "A," which is incorporated herewith by reference. SECTION 3. The award of this First Amendment is on the basis of the demonstrated competence and qualifications of the firm of Resolved Energy Consulting, LLC, to perform the professional consulting services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided for in the attached First Amendment is hereby authorized. SECTION 5. This ordinance shall become effective upon its passage and approval. PASSED AND APPROVED this the day of Q310,, , 2016. _.. . W ATTS MAYOR .. . � " 11R� awl �� ATTEST: JENNIFER WALTERS, CITY SECRETARY APP ANITA BURGESS, CITY ATTORNEY By: 0u �:— 2 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND RESOLVED ENERGY Y CONSULTING, LLC. _.. ........_ ...................... ......................CONTRACT #53321 THIS FIRST AMENDMENT TO CONTRACT (hereafter the "First Amendment ") to that certain Contract by and between the City of Denton, Texas and Resolved Energy Consulting, LLC. (hereafter the "Agreement ") in the original Professional Services Agreement, which were heretofore executed on 201h of August, 2013, and was approved by the Denton City Council and subsequently executed by the Denton City Manager or his duly authorized designee; and said Agreements were heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY "); and the firm of Resolved Energy Consulting, LLC. (hereafter "CONSULTANT ") with its offices at 11044 Research Boulevard, Suite D -230, Austin, Texas 78759; and The original Agreements provided for CONSULTANT'S services related to the Denton Municipal Electric (DME) Project that includes, without limitation, Electric Reliability Council of Texas (ERCOT), Public Utilities Commission of Texas (PUCT), and other regulatory activities respecting the City's Electric Utility, Denton Municipal Electric; attendance at such regulatory meetings; analysis of proposed policies and protocols; assist in the development of market financial and regulatory compliance; coordination with other market participants; work with outside legal and legislative consultants; market and rate analysis and monitoring; generation and development of cost savings options; support of development of natural gas pipeline distribution services, as is contained in Contract #5332 (Exhibit A). The initial agreement for the Basic Services — (Exhibit A), was approved on August 20, 2013, in the not -to- exceed amount of $520,000. The CITY and CONSULTANT further specified and agreed within Contract #5332, that additional services may be necessary to complete the project, and identified those services within Article III — Additional Services. NOW THEREFORE, the CITY and the CONSULTANT (hereafter collectively referred to as the "Parties "), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreements, to wit: 1 The provisions of the said Agreements are hereby amended to add the additional Agreements as follows, to wit: CONSULTANT shall provide to the CITY the Additional Professional Services in addition to the initial project, as defined in the "Scope of Work for the Professional DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F Services Agreement for Utility Consulting Services ". The individual tasks and deliverables are fully defined within the Amendment 1 - Scope of Work (Exhibit B). The additional professional services, are provided in "Exhibit B" of this First Amended Agreement, and shall become a part of the contractual requirements of Contract #5332. The total cost of these additional professional services, which include Tasks A -1, A -2, A -3, B -1, B -2, B -3, C, D, E, F and G shall not exceed $520,000. Additionally, the Contract Term will be renewed for an initial one (1) year term, with automatic renewal options for up to two (2) additional renewal periods of one (1) year each. The total professional consulting service costs shall not exceed $1,040,000 dollars. DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F 2. The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreements and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and Resolved Energy Consulting, LLC, have each executed this First Amendment, by and through their respective duly authorized representatives and officers on this the 2nd day of February , 2016. "CONSULTANT" RESOLVED ENERGY CONSULTING, LLC A Limited I$oal�gliDi, Company 6(,(, �favrn c s By: e ...... ......................... BILL STARNES, PARTNER CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: C arlc, 6. caylio (, By: _ GEORGE C. CAMPBELL ................... CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: EDocuSigned by: rqBFAFJ-18219460- ,....... ..................... ..._.. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: P L 6 t �.I,i�l,�.f By: C,8,"F996 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F EXHIBIT A DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F STATE OF TEXAS § COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR UTILITY CONSULTING SERVICES [File No. 5332] THIS AGREEMENT is made and entered into as of the m� day of rr ............. 2013, by and between the City of Denton, Texas, a Texas municipal corp �aUt i on, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and RESOLVED ENERGY CONSULTING, LLC., with its corporate office at 11044 Research Boulevard, Suite D -230, Austin, Texas 78759, hereinafter called "CONSULTANT;" each 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 diligence and in accordance with the 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, Electric Reliability Council of Texas ( "ERCOT "), Public Utilities Commission of Texas ( "PUCT "), and other regulatory activities respecting the City's Electric Utility, Denton Municipal Electric ( "DME "); attendance at such regulatory meetings; analysis of proposed policies and protocols; assist in the development of market financial and regulatory compliance; coordination with other market participants; work with outside legal and legislative consultants; market and rate analysis and monitoring; generation and development of cost savings options; support of development of natural gas pipeline distribution services. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as are necessary and as described in the OWNER's "Scope of Services" (being two pages in length), which is attached hereto and made a part hereof as Exhibit "A." DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F B, CONSULTANT shall perform all those services set forth in individual task orders, which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements. C. If there is any conflict between the terms of this Agreement and the exhibits attached this Agreement, the terms and conditions of this Agreement will control over the te and conditions of the attached exhibits or task order& I ARTICLE III . ......... ........... ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, will be described in a separate written agreement, agreed to by both parties. AW1f111Q,LEJ.V PERIOD OF SERVICE A. COMPENSATION rERMS: "Direct Non-Labor Expense" is defined as that expense for any assigm-nent 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" which is attached hereto and made a part of this Agreement a total fee, including reimbursement for direct non-labor e2Lpenscs not-to-exceed $520,000, Partial payments to the CONSULTANT will be made on the basis of detailed month I statements rendered to and approved by the OWNER through its City Manager or h designee; however, under no circumstances shall any monthly statement for servjc exceed the value of the work performed at the time a statement is rendered. m esmn Envelope ID: mRGagDm4m&m6ggmm&» » « « »,.w,< :theOW to pay which » is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terins of this Agreement, The OWNER shall not be «m%c,em&e» ¥m ..w.� .�. «e.....§26. �»L required to make any payments t «CONSULTANT when th CONSULTANT is in efault under this Agreement. C. ADDITIONAL < 2, SERVICES: ?. additional « services .w .» «,» »# in « <; ; � the OWNER §: Article §L the CONSULTANT shall be paid based w�c2: ? «» «222§2: "»2 Payments fo additional services shall » : due and t&?» e upon submission bythe CONSULTANT, and shall be in accordance with subsection V,B hereof. Statements shall not be submitted more frequently than month) 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 increased by interest "Prompt : > w», v v,«�x mr,z«specified « « « :a »«J «� w specified 2 dmw statutory law, Section 2251.025, Texas Goverriment Code.. The CONSULTANT ig exercise reasonable a» - xddue diligence m discovering and pomp/ reporting to the OWNER defects or deficiencies in <, of the CONSULTANT or any subcontractors or subconsultants. A ' � V'7 O DOCUMENTS £ S r � DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F A&M-L-E-VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not an employee of the OWNER. CONSULTANT shall not have or claim any right arising fro] employee status. M 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, During the performance of the services under this Agreement, CONSULTANT shall !n'g,intaiu mu � i'n-Y&r=-.e Go-nwaiy 17"'�;�;W�ze"— i-o of Texas by the State Insurance Conimission or any successor agency that has a rating with Best 1R,,,,ate 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 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $ 100,000 for each accident. DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured to the extent that is legally possible, CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies ro one party's disagreement, may include the other party to the disagreement without the other's approval. A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. " ARTICLE XIII 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, DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F 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 XIV NOTICES All notices, communications, and reports required or pennitted 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: Resolved Energy Consultants, LLC 11044 Research Boulevard, Suite D-230 Austin, Texas 78759 Attn.- Bill Starnes, Partner City of Denton, Texas George C. Campbell, City Manager 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to who such notice is given, or within three (3) days' mailing. ARTICLE XV ARTICILEAVII SEVERABILITY um DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F The CONSULTANT shall comply with all federal, state, and local laws, rule] regulations, and ordinances applicable to the work covered hereunder as they may now read hereinafter be amended. In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX 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, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or any 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 ilv, supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. I'll, 11 1 1 FAM I I 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. OWNER is relying on the expertise and professional qualifications of CONSULTANT. N NM DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F MM B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Bill Starnes, Partner and his staff. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete a all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Prqject, and arranging for the access thereto, and make a for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Mauager, and CONSUL "ANT has executed this Agreernent, tbrough its d1uly authorized undersigpied of on this the day of u AL, 5& .3. � 201 "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ....... ... .... GEO1(41' CAMPBELL, CITY MANXXIER, ATTEST: JENNIFER WALTERS, CITY SECRETARY 0 APPI T Vl'^ ' J) A,5,1`0 LEGAL FORM: N I A ��BURGESS, CITY ATTORNEY By ATTEST: 0 "CONSULTANT" RESOLVED ENERGY CONSULTING, LLC A Limited Liability Company By: ............ _1� .......... BILL STARNES, PARTNER Page 9 DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS 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. 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 ofthe Contract, or longer, ifso noted: Each policy shall be issued by a company authorized to do business in the State Texas with an A.M. Best Company rating of at least A--LV-1-1-0—r-b—e—tt-e-r-j- I Any deductibles or self-insured retentions shall be declared in the bid proposal. In requested by the City, the insurer shall reduce or eliminate such deductibles self-insured retentions with respect to the City, its officials, agents, employees volunteers; or, the contractor shall procure a bond guaranteeing payment of losses aing, related investigations, claim administration and defense expenses. Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. anm 21MI 41,01talomm DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comJ„ with the fiollowing marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, ifso note& General Liability insurance with combined single limits of not less than $1,000,000 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: 0 Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: ME M-1 1, damage resulting from explosion, collapse or underground (XCU) exposures. r, a 'o'n'tuftim" jg% "ru- nutep'A qL [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 rmeg t f the o eration maintenance and use of Ww"160060M IMUry 2 e r�iilr.ltlf.ilujlt,#Lil'O,Itt,*Wliti'Litull'i't'siol'it��41'et,tijkjt,l"r.,),f,lu,sui-i�,gl,l'ai,o-),',I,�l�t,#-,Itl*lqttj�o,,]LYICJ"tllilallflmm 30�� IM4071"JIMMIT M DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F [XI Workers' Compensation Insurance ��r"llllllllll,l III �Iilillill 11 1 1 11111111111111 11 i I �1, T '11V IM :1114, 1 41,111"S 01111111 Jill III r 1111111111111: 111 llill Nil Hill Professional liability insurance with limits not less than $1,000,000 per claim wi respect to negligent acts, errors or omissions in connection with professional services required under this Agreement. I Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall provided. Such policy shall include as "Named Insured" the City of Denton and subcontractors as their interests may appear. I Commercial Crime 'rovi es coverage tor e o isappearance oY the premises, burglary of the premises, and employee fidelity. The employee fideli portion of this coverage should be written on a "blanket" basis to cover all employe including new hires. This type insurance should be required if the contractor has acce to City funds. Limits of not less than _ . ....... each occurrence are required I Additional Insurance '7=er insurance may 67 requi,111 »2 G » §v m »< T »r« §7 <» <k M—L-0 specific service agreements. © such additional insurance is required for a <+» «» contract, that requirement will %,§ cr k in the "Specific Conditions" of the contract specifications, DocuSign Envelope ID: 26F44295-2D59-4B3A-9368-F8F4D46B528F Workers' Compensation Coverage for Building or Construction Projects Gove A. Definitions: Certificate of coverage ("certificate ")-A copy of a certificate of insurance, certificate of authority to self-insure issued by the commission, or a covera agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statuto workers' compensation insurance coverage for the person's or, entity's employell 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 t project until the contractor's/person's work on the project has been co, accepted by the governinental entity. 1) a certificate of coverage, prior to that person beginning work on the project, so ths governmental entity will have on file certificates of coverage showing coverag-4 for all persons providing services on the project; and OM DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F 7) contractually require each person with whom it contracts, to perform as required by paragraphs x; g ;, provided to the breach person for whom they are providing services. K. The contractor's failure to comply with any of these provisions is a governmental by the contractor which entities 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 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F RESOLVED Exhibit A Scope of Services Task A ERCOT. PUC and Other Regulatory Activities Task A -1 Attend ERCOT, PUC, and Other Meetings 1. REC will keep abreast of activities at both ERCOT and the PUC and will attend meetings, as directed by DME related to existing market operations and implementation of the nodal market design. 2. REC will participate in meetings, as necessary, to represent DME interests. Meetings to be attended include, but are not limited to, the Wholesale Market Subcommittee ( "WMS "), Technical Advisory Committee ( "TAC "), and ERCOT Board meetings as appropriate. 3. REC will work with DME to develop advocacy positions and strategies for working with other ERCOT stakeholders. 4. REC will analyze and monitor the activity of other regulatory agencies as directed by DME including, but not limited to, the Texas Railroad Commission ( "RRC ") and Texas Commission on Environmental Quality ( "TCEQ ") which are agencies that impact utility operations from time to time, among others. Task A -2 Analyze Proposed Policies and Protocols 1. REC will analyze proposed market design protocols and identify and report concerns regarding DME's ability to effectively function in the ERCOT market. 2. REC will meet with ERCOT, state regulatory agencies and other stakeholders, as requested by DME, to discuss and negotiate, if necessary, nodal market issues and to mitigate negative impacts on DME. Task A -3 Financial and other Regulatory Compliance 1. REC will work with DME to develop market and financial compliance and risk management procedures as well as address issues, as needed, including, but not limited to, Sarbanes -Oxley and Dodd -Frank compliance activities. Task B Working With Other Affected Parties Task B -1 Coordination With Other Market Participates 1. REC will coordinate with other affected municipalities, organizations, cooperatives, and associations within ERCOT, where appropriate, to mitigate the adverse impacts of market protocol revisions. 2. REC will participate in meetings, with other market participants, to develop strategy and advocacy positions. Page 18 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F 3. REC will develop materials, as needed, to assist in educating legislators, media and other market participants on nodal market issues. Task B -2 Work With Legal Council 1. REC will work with DME in -house and external legal counsel to develop ERCOT market positions and strategies to keep them apprised of changes that could potentially affect DME. 2. REC will work with DME and legal counsel to assist them in preparing any challenges to nodal market design or ERCOT proposed implementation plans that may adversely affect DME. Task B -3 Work With DME Legislative Consultants 1. REC will work with DME legislative consultants as necessary, to educate them on ERCOT - related market issues and to apprise them of proposed market changes that could potentially affect DME. Task C Market Analysis 1. At the request of DME, REC will provide research and analysis of issues regarding the electric market, natural gas market, and operations of the nodal market including rates, DME operations, supply procurement, and other issues as they may arise. 2. REC will provide reports and analysis of its efforts and work with DME on issues analysis and response. Task D Rate Analysis and Monitoring 1. At the request of DME, REC will review DME retail electric rates based on updated information that may be derived from the City's CAFR, Earnings Monitoring Reports ( "EMR "), DME budgets or planning projections, other information provided by DME, or other sources, to insure DME rates are effectively covering actual or anticipated DME expenses. REC will inform DME of the findings from any review. 2. At the request of DME, REC will review DME's Transmission Cost of Service ( "TCOS ") rates and revenues based on TCOS project additions and PUC reviews and report findings and provide strategies for TCOS rate filings and adjustments. Page 19 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F Task E Generation and Development of Cost Savings Options 1. REC will identify revenue generating and cost savings opportunities for DME ratepayers based on current or proposed changes in regulations and legislation affecting electric utility operations. As appropriate, REC will analyze proposed changes and quantify the rate savings opportunities for ratepayers whenever possible. As directed by DME, and where appropriate, REC will work with outside parties to effectuate the implementation of strategies regarding revenue generating and cost savings opportunities. 2. REC will perform acquisition and /or divestiture analyses of physical or contractual assets that could potentially provide cost savings or stabilize rates for the DME ratepayers. REC will work with DME and outside parties in the implementation of identified strategies, Task F Natural Gas Distribution Services REC will work with DME personnel to support development and operation of its industrial natural gas pipeline distribution system. REC's work will initially focus on, but not be limited to, development and maintenance of tariffs and rate schedules for gas distribution services, policies and procedures for nominations, scheduling of gas supplies and/or transportation, terms of service, and contracts for natural gas sales and distribution. In addition, REC will assist DME in developing procedures to administer and maintain compliance with contracts and regulatory reporting requirements and other duties as requested by DME. Task G Other Services 1. REC will assist DME with other analyses and project work as directed by DME. Page 20 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F RESOLVED ENERGY CONSULTING FEES FOR SERVICES Professional and support services shall be billed at the following rates: Title Managing Director $250.00 Executive Consultant $240.00 Sr. Management Consultant $225.00 Management Consultant $205.00 Sr. Consultant $190.00 Consultant $175.00 Assistant Consultant $160.00 Technical Assistant $125.00 Research Assistant $ 95.00 Data Specialist $ 85.00 Administrative Assistant $ 60.00 Rate Exhibit B The above rates shall be adjusted each year, commencing January 1, 2012, to reflect the change in rates officially established by Resolved Energy Consulting. Reproduction, printing, communications, computer services, and other miscellaneous support services shall be billed at rates for such services as determined from time to time and officially established by ReSolved Energy Consulting. All travel, food, lodging, and other work - related expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage shall be billed at the mileage rate as published by the Internal Revenue Service from time to time. Client shall pay to ReSolved Energy Consulting any applicable sales tax, if in fact there is any sales tax lawfully owing, which arises from, and becomes due and owing regarding services performed by Resolved Energy Consulting. Page 21 DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F EXHIBIT B DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F P /i r���rrr %i RESOLVED 11 f � , CONSULTING Scope of Services Task A ERCOT, PUC and Other Regulatory Activities Task A -1 Attend ER "O'1' PUC and Other Meetings 1. REC will keep abreast of activities at both ERCOT and the PUC and will attend meetings, as directed by DME related to existing market operations and implementation of the nodal market design. 2. REC will participate in meetings, as necessary, to represent DME interests. Meetings to be attended include, but are not limited to, the Wholesale Market Subcommittee ( "WMS "), Technical Advisory Committee ( "TAC "), and ERCOT Board meetings as appropriate. 3. REC will work with DME to develop advocacy positions and strategies for working with other ERCOT stakeholders. 4. REC will analyze and monitor the activity of other regulatory agencies as directed by DME including, but not limited to, the Texas Railroad Commission ( "RRC ") and Texas Commission on Environmental Quality ( "TCEQ ") which are agencies that impact utility operations from time to time, among others. Task A -2 Analyze Proposed Policies and Protocols 1. REC will analyze proposed market design protocols and identify and report concerns regarding DME's ability to effectively function in the ERCOT market. 2. REC will meet with ERCOT, state regulatory agencies and other stakeholders, as requested by DME, to discuss and negotiate, if necessary, nodal market issues and to mitigate negative impacts on DME. Task A -3 Financial and other Regulatory Compliance 1. REC will work with DME to develop market and financial compliance and risk management procedures as well as address issues, as needed, including, but not limited to, Sarbanes -Oxley and Dodd -Frank compliance activities. Task B Working With Other Affected Parties Task B -1 Coordination With Other Market Participates 1. REC will coordinate with other affected municipalities, organizations, cooperatives, and associations within ERCOT, where appropriate, to mitigate the adverse impacts of market protocol revisions. 2. REC will participate in meetings, with other market participants, to develop strategy and advocacy positions. REC will develop materials, as needed, to assist in educating legislators, media and other market participants on nodal market issues. DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F l i RESOLVED ENERGY Task B -2 Work with Legal Council 1. REC will work with DME in -house and external legal counsel to develop ERCOT market positions and strategies to keep them apprised of changes that could potentially affect DME. 2. REC will work with DME and legal counsel to assist them in preparing any challenges to nodal market design or ERCOT proposed implementation plans that may adversely affect DME. Task B -3 Work with DME Legislative Consultants 1. REC will work with DME legislative consultants as necessary, to educate them on ERCOT - related market issues and to apprise them of proposed market changes that could potentially affect DME. Task C Market Analysis 1. At the request of DME, REC will provide research and analysis of issues regarding the electric market, natural gas market, and operations of the nodal market including rates, DME operations, supply procurement, and other issues as they may arise. 2. REC will provide reports and analysis of its efforts and work with DME on issues analysis and response. Task D Rate Analysis and Monitorine 1. At the request of DME, REC will review DME retail electric rates based on updated information that may be derived from the City's CAFR, Earnings Monitoring Reports ( "EMR" ), DME budgets or planning projections, other information provided by DME, or other sources, to insure DME rates are effectively covering actual or anticipated DME expenses. REC will inform DME of the findings from any review. 2. At the request of DME, REC will review DME's Transmission Cost of Service ( "TCOS ") rates and revenues based on TCOS project additions and PUC reviews and report findings and provide strategies for TCOS rate filings and adjustments. 3. At the request of DME, REC will work with DME to establish new rates and /or programs to promote energy efficiency, reduce peak demand and /or provide savings opportunities to DME member customers. Task E Generation and Development of Cost Savings Options 1. REC will identify revenue generating and cost savings opportunities for DME ratepayers based on current or proposed changes in regulations and legislation affecting electric utility operations. As appropriate, REC will analyze proposed changes and quantify the rate savings opportunities for ratepayers whenever possible. As directed by DME, and where appropriate, REC will work with outside parties to effectuate the implementation of strategies regarding revenue generating and cost savings opportunities. 2. REC will perform acquisition and /or divestiture analyses of physical or contractual assets that could potentially provide cost savings or stabilize rates for the DME ratepayers. REC will work with DME and outside parties in the implementation of identified strategies. DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F RESOLVED ENERGY Task F Natural Gas Distribution Services 1. REC will work with DME personnel to support development and operation of its industrial natural gas pipeline distribution system. REC's work will initially focus on, but not be limited to, development and maintenance of tariffs and rate schedules for gas distribution services, policies and procedures for nominations, scheduling of gas supplies and /or transportation, terms of service, and contracts for natural gas sales and distribution. In addition, REC will assist DME in developing procedures to administer and maintain compliance with contracts and regulatory reporting requirements and other duties as requested by DME. Task G Other Services 1. REC will assist DME with other analyses and project work as directed by DME. DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F ^_ RESOLVED 4W ENERGY CONSULTING Exhibit B FEES FOR SERVICES Professional and support services shall be billed at the following rates: Title Hourly Rate Managing Director $250.00 Executive Consultant $240.00 Sr. Management Consultant $225.00 Management Consultant $205.00 Sr. Consultant $190.00 Consultant $175.00 Assistant Consultant $160.00 Technical Assistant $125.00 Research Assistant $ 95.00 Data Specialist $ 85.00 Administrative Assistant $ 60.00 The above rates shall be adjusted each year, commencing January 1, 2016, to reflect the change in rates officially established by ReSolved Energy Consulting. Reproduction, printing, communications, computer services, and other miscellaneous support services shall be billed at rates for such services as determined from time to time and officially established by ReSolved Energy Consulting. All travel, food, lodging, and other work - related expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage shall be billed at the mileage rate as published by the Internal Revenue Service from time to time. Client shall pay to ReSolved Energy Consulting any applicable sales tax, if in fact there is any sales tax lawfully owing, which arises from, and becomes due and owing regarding services performed by Resolved Energy Consulting. DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F BUSINESS INFORMATION DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F . .. _ ....�.�_ . _ ... ...... CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local overtttttettt:al etttity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person 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 person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. L L 7 p with person �. entity. 1 Name of w� has abusiness relatio�nsh� ��h� local U � �� ...... _.... _..... ..................... .. 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 7`h business day after the date the of °i iitalNfiled t m tiomaire becomes i i ic 0111plete or inaccurate.' 3 Name of local government officer with whom filer has an employment or business relationship. N14 Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer 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 filer of the questionnaire? 'u ] Yes EJ No B. Is the filer of the questionnaire 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? 0 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 10 percent or more? Yes No D. Describe each affiliation or business relationship. ......_ I have no Conflict of Interest i4 tto disclose. 5 i Si - ature of person ...._ ...... .. _.._ gn p on doing business with the governmental entity Date b-- it - ( (°'t C . 5 A&AJL% -S DocuSign Envelope ID: 26F44295- 2D59 -4B3A- 9368- F8F4D46B528F Client #: 94429 14RESOLENE DATE (MM DO ACORD,, CERTIFICATE OF LIABILITY INSURANCE 3/16/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cewrlific:ate holder is an Ab, 171iTIONUAL" INSURED, the poI'Icy(tes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s),. PRODUCER MMTA i NAM(.: Wortham Insurance & Risk Mgmt. PHONE 512 453 -0031 rAX 512 453 -0041 iA C, No, Extw ......... - tACC, N� 221 West 6th Street, Suite1400 E-MAIL Austin, TX 78701 . ADDRESS "'__ 512 tin, TX 31 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Casualty Ins Co of Am 19046 ...... — . .... ----- ......... ........... ............. .. INSURER y...,.. ......r- .__......_ ..- ...... _......,. INSURED Travelers Indemnity Company 25658 ReSolved Energy Consulting LLC _— _ ____ .__....__... _ .._._� --- - - - - -- IN'1URErt C . Farmington Casualty Company 41483 11044 Research Blvd, A420 _ — INSURERD: Westchester Fire Insurance Comp 10030 Austin, TX 78759 ..... _ .. ®., INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. N RR TYPE OF INSURANCE .. .. I19SR,XO POLICY NUMBER MMIDDFYFY (MMdD£.b(°YYY) (3/18/2015 Pog�IcYExt� uMlTs ..... ...... GENERAL LIABILITY O3/18/2O1 A 6800DO2089042 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITYBiC MV8ac p $.300 000 ......_. CLAIMS -MADE X� OCCUR MED EXP (Anyone person $ 5,000 PERSONAL & ADV INJURY $1,000,,000 GENERAL AGGREGATE ........... ........ ,........_, -- -- $2,000,000 — ........_ .......... ..._... - - - - -- GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 I Jac......... l 1 LOC ...... $ ........ ..._POLICY , , AUTOMOBILE LIABILITY C�,i'Iw6B31NL' SINGLE LllwlrT ANY AUTO BODILY INJURY (Per person) $ _ ALL OWNED SCHEDULED ........ ............... .... _. _ .. -- BODILY INJURY (Per accident) - --- .......,,..... .......... $ - S AUTOS AUT O NON -OWNED ...- ......_ .... .............�..... reccdenlDAMAGL _,,., ....... ........ ... ..._. $ ........ - HIRED AUTOS AUTOS -(- �_ - -- ...... ....... .... ........................................... — ................ ... $ ..B -- -- ._ .._........— y ...,.. ,,,......5, 03/18/201 X X OCCUR CUPOD02134042 3/18/201 .. EXCESS LIABAB �.. " " "..1 CLAIMS -MADE AGGREGATE $000,000, QQO 000 DED X� RffE TION$5000 ......_ _ ,,$ C WORKERS COMPENSATION IFUB4378T824 3/1$/2015 O3/18/2O1 WCSTATU- 110TH. TORY LIMIT$ AND EMPLOYERS' LIABILITY YIN _ :ER _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT E.L. $1,.00OR000 OFFICER/MEMBER EXCLUDED? ® N/A (Mandatory In NH) I'll E.L. DISEASE - EA EMPLOYEE $1,,000,000_ If yes, describe under DESCRIPTION OF OPERATIONS below — — — E.L. DISEASE - POLICY LIMIT _ — $1 000,000 D E &O Liability G2437578AO02 3/18/2014 03/18/201 2..... 0 ,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) CERTIFICATE HOLDER CANCELLATION City Of Denton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Manager ACCORDANCE WITH THE POLICY PROVISIONS, 215 East McKinney St Denton, TX 76201 AUTHORIZED REPRESENTATIVE r ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S5256491M517837 14MXJ Certificate Of Completion Envelope Id: 26F442952D594B3A9368F8F4D46B528F Subject: Please DocuSign: Contract 5332 Amendment 1 Source Envelope: Document Pages: 33 Signatures: 4 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC- 08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/12/2016 7:04:29 AM Signer Events Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Bill Starnes bstarnes @resolvedenergy.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 1/18/2016 4:15:23 AM ID: 8804b3b9- de62- 4e8e- b690- 2387f1c11f88 John Knight john.knight @cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Elton Brock elton.brock@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 EN110-Signed by: NVLtt S 7MC6E084A6C4B6... Using IP Address: 71.41.16.218 EllocuSigned by: C821996C2A2B439... Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 Status: Completed Envelope Originator: Elton Brock elton.brock @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/12/2016 7:20:49 AM Viewed: 1/12/2016 7:21:05 AM Signed: 1/12/2016 7:22:03 AM Sent: 1/12/2016 7:22:05 AM Resent: 1/15/2016 8:25:27 AM Viewed: 1/18/2016 4:15:23 AM Signed: 1/18/2016 4:15:55 AM Sent: 1/18/2016 4:15:58 AM Viewed: 1/19/2016 9:34:13 AM Signed: 1/19/2016 9:34:32 AM Sent: 1/19/2016 9:34:35 AM Viewed: 1/19/2016 10:21:42 AM Signed: 2/3/2016 9:57:06 AM S t C U ft t Signer Events Signature Timestamp George C. Campbell ...Signed by: Sent: 2/3/2016 9:57:12 AM george.campbell@cityofdenton.com ED �� (Awpbu Viewed: 2/5/2016 8:00:09 AM City Manager 4884E925FOE6480 Signed: 2/5/2016 8:00:15 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters D— Signed by: DCu5BFtAFiC�1 wAhA Sent: 2/5/2016 8:00:18 AM jennifer .walters @cityofdenton.com Viewed: 2/5/2016 11:11:14 AM City Secretary az,g 4eD Signed: 2/5/2016 11:11:41 AM City of Denton Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (Optional) Electronic Record and Signature Disclosure: Not Offered ID: 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 Julia Klinck� Sent: 1/18/2016 4:15:57 AM julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Sherri Thurman Sent: 1/18/2016 4:15:57 AM sherri.thurman @cityofdenton.com Viewed: 1/19/2016 6:02:29 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Sent: 2/3/2016 9:57:09 AM Robin.fox @cityofdenton.com OPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961- 03db -4c4d- 9228- d660d6146ed6 Carbon Copy Events Status Timestamp Jennifer Bridges Sent: 2/5/2016 11:11:44 AM jen nifer. bridges @cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jim Maynard Sent: 2/5/2016 11:11:46 AM jim.maynard @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson Sent: 2/5/2016 11:11:48 AM jane .richardson @cityofdenton.com Viewed: 2/9/2016 8:00:11 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed /Encrypted 2/5/2016 11:11:48 AM Certified Delivered Security Checked 2/5/2016 11:11:48 AM Signing Complete Security Checked 2/5/2016 11:11:48 AM Completed Security Checked 2/5/2016 11:11:48 AM Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Bill Starnes, Robin Fox 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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