Loading...
2017-290ORDINANCE NO. 2017-290 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND ENTERPRISE RISK CONSULTING, LLC., (ERC) TO ASSIST THE CITY OF DENTON IN DEVELOPING A POWER SUPPLY HEDGE STRATEGY, AND IMPLEMENT A RISK MANAGEMENT PROCESS IN THE NOT -TO -EXCEED AMOUNT OF $200,000, AMENDING THE CONTRACT APPROVED BY THE CITY MANAGER ON AUGUST 23, 2017, IN THE AMOUNT OF $99,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6560—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT $200,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO - EXCEED $299,000.) WHEREAS, on August 27, 2017, the City Manager awarded a contract to Enterprise Risk Consulting, LLC in the amount of $99,000 for resource planning and the implementation of a long- term power strategy for Denton Municipal Electric; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that an amendment be authorized to amend such contract agreement by increasing the scope of services to add the Denton Energy Center to Denton Municipal Electric's power portfolio, and an increase in the payment amount, and said fees under the proposed contract are fair and reasonable, and are consistent with, and not higher than the recommended practices and fees 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 First Amendment, increasing the amount of the contract between the City and Enterprise Risk Consulting, LLC., which is on file in the office of the Purchasing Agent, in the amount of Two Hundred Thousand and 0/100 ($200,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $299,000. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the /0 day of_¢" )o '�.` 2017. CHRIS AT I'S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �re APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ENTERPRISE RISK CONSULTING, LLC CONTRACT NO. 6560 THIS FIRST AMENDMENT TO CONTRACT NO. 6560 by and between the City of Denton, and Enterprise Risk Consulting, LLC Consultant); The original Agreement provided by Enterprise Risk Consulting, LLC for professional services related to Agreement for Energy Center Resource Planning and Power Supply Strategy, as is contained in Contract No. 6560. The initial agreement for the Basic Services was approved on August 23, 2017, in the not-to-exceed amount of $99,000. The CITY deems it necessary to further expand the professional services provided by CONSULTANT to the CITY; NOW THEREFORE, 1. ARTICLE II hereby amended to read as follows: C. CONSULTANT shall perform all those services set forth in the individual task orders as described in Exhibit 1 Scope of Work and Cost Estimate for Part II Power Supply Hedge Strategy & Risk Management Process Implementation, which shall be attached to this Agreement and made a part hereof. 2. ARTICLE V, COMPENSATION, B. BILLING AND PAYMENT of the Agreement is hereby amended to read as follows: 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 shown in Exhibit Cost Estimate of Professional Services and Reimbursement of Out-of-Pocket Expenses and 1 Scope of Work and Cost Estimate for Power Supply Hedge Strategy & Risk Management Process Implementation, which are attached hereto and made a part of this Agreement as if written PSA 6560 Amendment No. 1 Page 1 of 3 DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 word for word herein, a total fee, not including out-of-pocket expenses, such as airfare, hotel, ground transportation, and meals including reimbursement for direct non-labor expenses and incidentals not to exceed $299,000 for Part I and Part II of the Project. 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 the _________________________. 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: ___________________________________ PSA 6560 Amendment No. 1 Page 2 of 3 DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 CONSULTANT Enterprise Risk Consulting, LLC A Limited Liability Corporation By: _________________________________ AUTHORIZED SIGNATURE, TITLE PSA 6560 Amendment No. 1 Page 3 of 3 DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 EXHIBIT 1 Exhibit - Scope of Work for the Project I. Introduction The objective of the consulting engagement is to provide strategic support to Denton by providing strategic support in the implementation of a reengineered EMO function for power supply trading and risk management, as well as the design and implementation of a long-term power supply strategy, and assistance in revising DentonÈs pro forma financial projections. The proposed timeline for the scope of work is October 2017 to September 2018. II. Scope of Work Power Supply Hedge Strategy & Risk Management Process Implementation Activities will include: Based on DentonÈs risk assessment and best practice process gap analysis, ERC will assist Denton with the implementation of changes to its trading and energy risk management operational process as needed to meet best practice requirements and close identified process gaps. ERC will work with Denton personnel to revise its energy risk management and credit risk management governance documents to reflect the necessary changes identified in the risk assessment and gap analysis, and to reflect implemented changes to DentonÈs organizational structure and management process. Based on the chosen renewable power supply resource plan, ERC will develop an integrated hedge strategy to meet DentonÈs chosen renewable resource goals. ERC will work with Denton to determine its risk tolerance and to develop measurable risk management and risk reduction objectives. Based on DentonÈs risk tolerance and risk reduction objectives, ERC will develop an actionable hedge strategy including hedge targets specifying quantities, durations, transaction triggers, and transaction deadlines. These will include power market targets for hedging and balancing DMEÈs power supply portfolio, along with natural gas supply and hedge targets (to be determined by the operational and monetization plan developed for the DEC). Based on the hedge strategy, ERC will translate the hedge strategy, its targets and deadlines, into a risk limit structure for control and policy compliance purposes. 9/21/17 Confidential Proposal of the City of Denton from Enterprise Risk Consulting, LLC 1 DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 Based on the renewable resource plan and integrated hedge strategy, ERC will develop a set of risk and performance metrics. Based on the new renewable power supply resource plan and hedge strategy, ERC will assess DentonÈs risk information system requirements including deal capture and transaction and exposure database needs, system security, risk and performance measurement functionality, and settlement and accounting functionality. ERC will work with Denton staff to incorporate the revised risk management objectives, risk and performance metrics, risk management strategies, and risk limit structure in DentonÈs risk management governance documents. Knowledge Transfer - Ongoing interaction between Denton personnel and ERC staff will help to develop skills to allow Denton to independently and efficiently operate a functional market-based power supply and risk management program. Pro Forma Support à ERC will assist Denton in revising its pro forma financial projections for expenses related to wholesale electric power and fuel supply costs resulting from its revised renewable resource power supply plan, and revised budgets for its EMO operations. III. Deliverables Deliverables will include written documents submitted by email, information communicated in meetings and teleconferences, and PowerPoint presentations. IV. Cost Estimate The cost estimate is presented as a range of minimum to maximum estimated amounts. The range is a function of several elements of uncertainty. How much time on-site will be required, and how many trips to Denton will be required? How many best practice gaps (and how large) will be identified in the risk assessment and gap analysis? Based on DentonÈs to-be-determined risk tolerance, how transaction heavy or light will be the new hedge strategy? How many resource nodes will be involved in the revised resource plan (this will affect the number amount of analysis and bidding preparation needed to manage congestion hedging)? How cooperative or resistant will existing staff act? How much training will be required for new staff or existing staff who take on new roles? What is the current state of DentonÈs credit risk management process, and how many counterparties are on the books (this can either speed up or slow down the transaction planning process). It is anticipated that Larry Lawrence (President), Neil McAndrews (Senior Principal), and Tom Lord (Senior Principal) will perform the majority of the work under this contract, assisted by ERCÈs analytical support staff. 9/21/17 Confidential Proposal of the City of Denton from Enterprise Risk Consulting, LLC 2 DocuSign Envelope ID: FDF2D120-5BF2-4E93-9B02-0E1854D8C211 Scope of Work Minimum Estimate* Maximum Estimate* Power Supply Hedge Strategy $135,000 $182,250 & Risk Management Process Implementation Out of Pocket Expenses Travel costs such as airfare, hotel, ground transportation, and meals will be billed at out-of- pocket cost, without additional markup. Air travel will be purchased at coach class fares, with advance purchase discounted tickets used when scheduling permits. Travel time is not billable unless project-specific work is performed in route. Expense reports detailing all expenses, along with receipts, will be presented for reimbursement. We estimate that the scope of work could involve several trips to Denton for Neil McAndrews and Larry Lawrence, and a few for Tom Lord. Thus, we would need an adder to the cost estimate to cover travel expenses. 9/21/17 Confidential Proposal of the City of Denton from Enterprise Risk Consulting, LLC 3 Certificate Of Completion Envelope Id: FDF2D1205BF24E939B020E1854D8C211Status: Completed Subject: Please DocuSign: City Council Contract -Enterprise Risk Consulting - Amendment No 1 Source Envelope: Document Pages: 7Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Rebecca Hunter AutoNav: Enabledrebecca.hunter@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 10.102.101.12 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Rebecca HunterLocation: DocuSign 10/5/2017 7:00:24 AM rebecca.hunter@cityofdenton.com Signer EventsSignatureTimestamp Rebecca HunterSent: 10/5/2017 7:09:03 AM Completed rebecca.hunter@cityofdenton.comViewed: 10/5/2017 7:09:14 AM Assistant Purchasing ManagerSigned: 10/5/2017 7:09:58 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 Larry LawrenceSent: 10/5/2017 7:10:00 AM llawrence@enterprise-risk.comResent: 10/6/2017 9:27:56 AM PresidentViewed: 10/6/2017 10:17:43 AM Security Level: Email, Account Authentication Signed: 10/6/2017 10:52:07 AM Using IP Address: 201.165.81.96 (Optional) Electronic Record and Signature Disclosure: Accepted: 10/6/2017 10:17:43 AM ID: f85f6cc2-ecfa-4e9d-91f1-1368c26f9f3c Jennifer DeCurtisSent: 10/6/2017 10:52:11 AM jennifer.decurtis@cityofdenton.comViewed: 10/6/2017 2:20:50 PM Deputy City AttorneySigned: 10/6/2017 2:21:35 PM 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: 10/6/2017 2:21:38 PM Completed julia.winkley@cityofdenton.comViewed: 10/10/2017 3:33:28 PM Contracts Administration SupervisorSigned: 10/10/2017 3:33:51 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 3:33:55 PM Todd.Hileman@cityofdenton.comViewed: 10/10/2017 4:39:09 PM City ManagerSigned: 10/10/2017 4:39:19 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 4:39:21 PM jennifer.walters@cityofdenton.comViewed: 10/16/2017 9:38:47 AM City SecretarySigned: 10/16/2017 9:39:33 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 Sherri ThurmanSent: 10/6/2017 10:52:09 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 10/6/2017 10:52:10 AM julia.winkley@cityofdenton.comViewed: 10/6/2017 11:11:11 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/10/2017 3:33:53 PM jane.richardson@cityofdenton.comViewed: 10/13/2017 10:04:08 AM 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 3:33:54 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 9:39:35 AM jennifer.bridges@cityofdenton.comViewed: 10/16/2017 2:14:56 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 9:39:36 AM jane.richardson@cityofdenton.comViewed: 10/18/2017 10:37:15 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bryan LangleySent: 10/16/2017 9:39:37 AM Bryan.Langley@cityofdenton.comViewed: 10/16/2017 10:42:26 AM Assistant City Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sarah KuechlerSent: 10/16/2017 9:39:38 AM sarah.kuechler@cityofdenton.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 9:39:38 AM Certified DeliveredSecurity Checked10/16/2017 9:39:38 AM Signing CompleteSecurity Checked10/16/2017 9:39:38 AM CompletedSecurity Checked10/16/2017 9:39:38 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: •I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and •I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and •Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.