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2017-289ORDINANCE NO. 2 1 -2899 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A SECOND AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND DELOITTE & TOUCHE, LLP., TO PERFORM A FISCAL YEAR 2017-18 BENCHMARK ANALYSIS AND RISK ASSESSMENT OF THE CITY OF DENTON ENERGY MAINTENANCE ORGANIZATION (EMO) IN THE AMOUNT OF $145,000, AMENDING THE CONTRACT APPROVED BY PURCHASING STAFF ON MAY 25, 2017 IN THE AMOUNT OF $26,000, AND A FIRST AMENDMENT APPROVED BY THE CITY MANAGER ON JULY 25, 2017 IN THE AMOUNT OF $60,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6469—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $145,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $231,000.) WHEREAS, on May 25, 2015, Purchasing staff awarded a Professional Services Agreement for Consulting Services (hereafter the "Agreement") to Deloitte & Touche, LLP., in the amount of $26,000 for professional consulting services regarding an assessment of the Energy Management Organization for Denton Municipal Electric; and WHEREAS, on July 25, 2017, the City awarded an amended Professional Services Agreement for Consulting Services to Deloitte & Touche LLP., (hereafter the "First Amendment") in the further amount of $60,000 aggregating a not -to -exceed amount of $86,000, for additional services to be rendered regarding the assessment of the Energy Management Organization and said Agreement was approved by the City Manager in accordance with his delegated authority; and WHEREAS, there appears to the Council that further professional services must be completed; and Staff having recommended, the Public Utilities Board having approved, and the City Manager having recommended to the Council that the Second Amendment to Professional Services Agreement with Deloitte & Touche, LLP., (hereafter the "Second Amendment") be authorized to amend such Agreements, with respect to the scope of work and an increase in the payment amount by $145,000; and said fees under the proposed Second Amendment are fair and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the provider's profession; and such fees do not exceed the maximum provided by law; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into the " Amendment to Professional Services Agreement" with Deloitte & Touche, LLP., (hereafter the "Second Amendment"), in substantially the form that is attached hereto as Exhibit "A," and incorporated herewith by reference, which increases the amount of the engagement by and between the City of Denton, Texas and Deloitte & Touche, LLP., which Agreement is on file in the office of the Purchasing Agent, in the additional amount of $145,000, which amount is hereby approved; and the expenditure of funds therefor is hereby authorized in accordance with said Second Amendment. The total purchase order amount therefore increases to the amount of not -to -exceed $231,000. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to expend funds and to take any actions that may be required or permitted to be performed by the City of Denton, Texas under File 6469, to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The recitations and statements contained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. SECTIONw 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the .. � day of (�Le,� " :' r, 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY r�r By: ' ,p APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 THE STATE OF TEXAS § § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DELOITTE & TOUCHE, LLP CONTRACT NO. 6469 THIS SECOND AMENDMENT TO CONTRACT NO. 6469 by and between the City of Denton, and Deloitte & Touche, LLP Consultant); The original Agreement provided by Deloitte & Touche, LLP for professional services related to Agreement for and Energy as is contained in Contract # 6469. The initial agreement for the Basic Services was approved on May 25, 2017, in the not-to-exceed amount of $26,000. The first amendment for additional assessment services was approved on July 26, 2017, in the not-to-exceed amount of $60,000. The CITY deems it necessary to further expand the professional services provided by CONSULTANT to the CITY; NOW THEREFORE, 1. ARTICLE II, SCOPE OF S amended to read as follows: C. CONSULTANT shall perform all those services set forth in the individual task orders as described in Exhibit 1 Statement of Work, Drafted: September 11, 2017, which shall be attached to this Agreement and made a part hereof. 2. ARTICLE V Agreement is hereby amended to read as follows: services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail shown in Exhibit A Engagement Fees 1 Statement of Work, Drafted: September 11, 2017, which are attached hereto and made a part of this Agreement as if written word for word herein, a total fee not to exceed $231,000. PSA 6469 Amendment No. 2 Page 1 of 2 DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 All other provisions of the contract, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the CONSULTANT, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date _________________________. 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, INTERIMCITY ATTORNEY By: ___________________________________ CONSULTANT Deloitte & Touche, LLP ALimited Liability Partnership By: _________________________________ AUTHORIZED SIGNATURE, TITLE PSA 6469Amendment No. 2 Page 2of 2 DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 Exhibit 1 STATEMENT OF WORK, DRAFTED: September 11, 2017 This Statement of Work is to confirm the engagement of Deloitte & Touche LLP (Consultant analysis and recommendations in support of establishing the FY 2017 EMOcost savings benchmark The engagement is subject to the terms of the Professional Services Agreement for DME 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 can be broken into the following tasks: Task 1: FY 2017 benchmark cost analysis Task 2: EMO capability maturity assessment The scope of work will focus on helping the Owner and DME establish a benchmark for FY 2017 that is representative of the capabilities of the EMO. The approach to providing these services includes: Task 1 Key Activities: Assess the appropriateness of different methodologies for calculating the FY2017 cost savings, including the following: o A benchmark method initially identified by DME for FY 2017: 3.5 heat rate adder over the DAM ERCOT index for energy o A benchmark method based on the following approach Compare actual performance to the market forwards as of a particular date for the energy component Identify the advantages and disadvantages between benchmark different options Recommend an Deliverables Executive summary of analysis, results and recommendation The advantages and disadvantages of the different benchmark options A recommendation on the appropriate benchmark to use in the cost savings calculation Duration and Fees: Approximately 3 weeks and 150 hours $35,000, inclusive of travel DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 Task 2: Key Activities Gain an structure, control activities, resources and technology, including the possible risks assumed by DME with the creation of the EMO Interview specific Owner and DME personnel involved in the execution of the EMO program in order to develop an in- Identify potential gaps and develop recommendations utilizing our proprietary Capability Maturity Model Review our findings and recommendations with appropriate Owner and DME personnel Advise DME management in their preparation for specific stakeholder discussions (e.g. Board of Directors, senior management, City Council) to gain agreement and consensus on their desired future state program Deliverables: Risk Assessment Executive Summary Detailed Assessment Findings Advice and recommendation on the potential to help achieve the desired future state and/or close identified gaps Duration and Fees: Approximately 5 weeks and 400 Hours $110,000 inclusive of travel 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. 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 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). DocuSign Envelope ID: F3E32C78-946E-43E9-BC3F-DEB718F2BCF0 TIMETABLE Based on our experience delivering similar engagements, we believe that the services described can be provided in approximately six (6) weeks. ENGAGEMENT FEES The estimated fees for this engagement are estimated not to exceed $145,000 inclusive of travel, based on the following rates and approximately 550 hours: Resource Level Hourly Rate Partner, Principal, Managing $445 Director Senior Manager $415 Manager $380 Senior Consultant $330 Consultant $280 US India Senior Consultant $91 Certificate Of Completion Envelope Id: F3E32C78946E43E9BC3FDEB718F2BCF0Status: Completed Subject: City Council Docusign Item - 6469 Amendment No. 2 Source Envelope: Document Pages: 6Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: EnabledCynthia.Alonzo@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 10.102.101.11 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 10/5/2017 7:54:05 AM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 10/5/2017 8:13:58 AM Completed cynthia.alonzo@cityofdenton.comViewed: 10/5/2017 8:14:08 AM BuyerSigned: 10/5/2017 8:16:34 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephen K. Engler | Deloitte & Touche, LLPSent: 10/5/2017 8:16:36 AM sengler@deloitte.comViewed: 10/5/2017 8:24:28 AM Managing DirectorSigned: 10/5/2017 8:25:59 AM Security Level: Email, Account Authentication Using IP Address: 74.217.93.209 (Optional) Electronic Record and Signature Disclosure: Accepted: 10/5/2017 8:24:28 AM ID: 95cb2d12-ed19-49ff-9687-bc7ea727deee Jennifer DeCurtisSent: 10/5/2017 8:26:02 AM jennifer.decurtis@cityofdenton.comViewed: 10/5/2017 9:19:43 AM Deputy City AttorneySigned: 10/5/2017 9:20:05 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 10/5/2017 9:20:07 AM Completed julia.winkley@cityofdenton.comViewed: 10/10/2017 3:34:20 PM Contracts Administration SupervisorSigned: 10/10/2017 3:34:53 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 10/10/2017 3:34:56 PM todd.hileman@cityofdenton.comViewed: 10/10/2017 4:38:50 PM City ManagerSigned: 10/10/2017 4:39:01 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Signer EventsSignatureTimestamp Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/10/2017 4:39:02 PM jennifer.walters@cityofdenton.comViewed: 10/16/2017 9:39:41 AM City SecretarySigned: 10/16/2017 9:40:12 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 10/5/2017 8:26:01 AM julia.winkley@cityofdenton.comViewed: 10/5/2017 8:30:12 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 10/5/2017 8:26:01 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/10/2017 3:34:55 PM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin FoxSent: 10/10/2017 3:34:55 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 10/16/2017 9:40:14 AM jennifer.bridges@cityofdenton.comViewed: 10/16/2017 2:21:47 PM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/16/2017 9:40:15 AM jane.richardson@cityofdenton.comViewed: 10/18/2017 10:35:43 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sarah KuechlerSent: 10/16/2017 9:40:16 AM sarah.kuechler@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tim Metts | Deloitte & Touche LLPSent: 10/16/2017 9:40:17 AM tmetts@deloitte.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/16/2017 9:40:17 AM Certified DeliveredSecurity Checked10/16/2017 9:40:17 AM Signing CompleteSecurity Checked10/16/2017 9:40:17 AM CompletedSecurity Checked10/16/2017 9:40:17 AM Payment EventsStatusTimestamps 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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