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19-747ORDINANCE NO. 19-747 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF THE FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND DIRECT LINE TO COMPLIANCE, INC., AMENDING THE CONTRACT APPROVED BY PURCHASING STAFF ON FEBRUARY 5, 2019, IN THE NOT -TO -EXCEED AMOUNT OF $39,365, SAID FIRST AMENDMENT TO PROVIDE NERC COMPLIANCE CONSULTING SERVICES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6996 - PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $60,630, FOR A TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $99,995). WHEREAS, on February 5, 2019, the Purchasing Staff awarded a Professional Services Agreement to Direct Line to Compliance, Inc., in the amount of $39,365 for Consulting Services for audit readiness assessment for the City of Denton; 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 with respect to the term of the agreement, and an increase in the payment amount; 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 Direct Line to Compliance, Inc., which is on file in the office of the Purchasing Agent, in the amount of Sixty Thousand Six Hundred and Thirty and 0/100 ($60,630) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $99,995. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. sccorided G.r it N (approve ' this c slit r cc v"a, r� the ordinance was rz c rr l az r vcd l the 1"le r11olion o(21 arov _ Ps, p p ? and iiaj�i��awrrt.� V i Aye Nay Abstain Absent Mayor Chris Watts: V/ Gerard Hudspeth, District 1: Keely G. Briggs, District 2:' Don Duff, District 3:✓ John Ryan, District 4:��' Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6:� PASSED AND APPROVED this the m day of ......... ... .. p 2019. .., ..................... ....... ..,.."WA°llM'm A�ORZAP- 0 ATTEST: '10, ROSA RIOS, CITY SN "C APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: c a ._. DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD Docusign City Council Transmittal Coversheet PSA 6996 File Name Audit Readiniess for DME Purchasing Contact Lori Hewell City Council Target Date April 16, 2019 Piggy Back Option Not Applicable Contract Expiration NSA Ordinance 19-747 DS D DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD THE STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DIRECT LINE TO COMPLIANCE, INC. NO. 6996 THIS FIRST AMENDMENT TO CONTRACT 6996 (this "Amendment") by and between the City of Denton, Texas ("City") and Direct Line To Compliance, Inc. ("Consultant") to that certain contract executed on February 5, 2019, in the original not -to - exceed amount of $39,365 (the "Agreement"); for services related to conduct an audit readiness assessment and follow up controls and policy/procedures review. WHEREAS, Consultant has substantially completed the work called for in the Agreement, and the City deems it necessary to further expand the services provided by Consultant to the City, and to provide an additional not -to -exceed amount $60,630 with this First Amendment for an aggregate not -to -exceed of $99,995. FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and 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 Agreement, to wit: The additional services described in Exhibit "A" of this First Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the an audit readiness assessment and follow up controls and policy/procedures review, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit "A" to this First Amendment, a total fee, including reimbursement for non -labor expenses an amount not to exceed $60,630. 2. This Amendment modifies the Agreement amount to provide an additional $60,630 for the additional services with a revised aggregate not -to -exceed total of $99,995. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement 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 4/16/2D19 DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: ibLOV�t, vK6rr6W george morrow 11F73CC562C24ED... SIGNATURE PRINTED NAME DME General Manager TITLE Electric DEPARTMENT ATTEST: CITY SECRETARY DocuSigned by: By: IR a�c PZ04 1CSCMC5E175493_. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ocuSigned by: By: [�- f-eiAwe.AJ, F9D328BF0204E5... "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: By: TODD HILEMAN CITY MANAGER "CONSULTANT" DIRECT LINE TO COMPLIANCE, INC. DocuSigned by: By: 0- Q" 6BEE94A3641 D422... AUTHORIZED SIGNATURE, TITLE 2 DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD Exhibit A Audit Remediation Addendum Proposal for: cotorcodelI BY' MREC..I' I...UIWeE 104 COMPLIANCW.::. Presented by: Michael Adeeko Managing Partner Michael.adeeko@dl2c.com Direct Line to Compliance, Inc. 9555 W. Sam Houston Parkway South Ste. 333 Houston Texas, 77099 (Corporate) 713-777-3522 (Cell) 713-256-6544 Presented to: Smith L. Day Regulatory & Risk Div. Manager Denton Municipal Electric (940) 349-7561 www. mep2o A er.com DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD 0"TON 1! 1 colocdelT '� r�r: u�ufaF a,i iErvir. rro *,rarvd i�i iarv;c;r--.: � � ' � x oirva r:'. �I U N1 C Audit Remediation Services & Deliverables The DL2C NERC Audit Remediation executes the tasks suggested in the Gap Analysis that might otherwise cause unfavorable outcomes in the audit. It creates the case for measurable, positive results for DME compliance status. • Service: Oversee and assist with Gap Analysis Tasks, documenting recommendations for achieving compliance, including: o Audit Remediation Project Management and automation design o Process documentation workshops o Process documentation initial review o Subject Matter Expert interviewing and coordination for data gathering and THE Auditor interaction o Evidence Template design, preparation, and versioning o Visio Flowcharting • Systems evidence design o Network diagram design o DME compliance approach report automation — ColorCodelT Data Entry • Other audit -related services provided as necessary • Time Frame: Week 1 and 2 • Resources: DL2C Senior Partner Onsite/Web Meeting, 2 Remote Consultants (Blended Rate: $100/hr — 240 Units) • Tools: DME ColorCodelT Software as Instance ($1,000 — 2 Units) • Expenses: Travel, Lodging, and Meals ($ 1,490.00) Sub -Total: $ 27,490.00 • Deliverable 1: Updated DME Compliance Approach Reports — Closing tasks from the Gap Analysis Deliverable and confirming the completion of measurable audit evidence for audit submission. Page 1 3/1 Page 19 Denton Municipal Electric DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD 0"TON 1! 1 colocdelT '� rr: uufaF a,i iErvir. rro *,rarvd ii iarv;c;r--.: � � ' � x oirva r:'. �I U N1 C • Service: Populate the audit automation tool, ColorCodelT — available for use during the project until October 31, 2019 • Process document secondary review o Process document and worksheet review and edit for auditable links, keywording, tagging, and audit markup o Prepare THE workpapers (automated with ColorCodelT) o Prepare RSAW (automated with ColorCodelT) Deliverable 2: RSAWs completed with data from ColorCodelT database. *Final review and comments will be added by DME. Deliverable 3: THE work papers completed with data from ColorCodelT database. *Such data entry is limited to the evidence and data collected during the project. Final review and comments will be added by DME. o Time Frame: Week 3 and 4 o Resources: DL2C Project Manager Onsite/Web Meeting, 2 Remote Consultants (Blended Rate: $100/hr — 240 Units) o Tools: DME ColorCodelT Software as Instance ($1,000 — 2 Units) o Expenses: Travel, Lodging, and Meals ($ 1,490.00) Sub -Total: $ 27,490.00 o Preparation for and meeting with upper management and corporate of- ficer on the final day of the project. Discuss next steps for compliance maintenance in 2020. Deliverable 4 : "No Surprises" Audit Findings Presentation o Time Frame: Week 5 o Resources: DL2C Project Manager Onsite/Web Meeting, 2 Remote Consultants (Blended Rate: $100/hr — 39 Units) o Tools: DME ColorCodelT Software Instance ($1,000 — 1 Units) o Expenses: Travel, Lodging, and Meals ($ 750.00) Sub -Total: $ 5,650.00 Total Estimate $60,630.00 *The total cost of the project is not to exceed $60,635.00 Page 2 3/1 Page 2 Denton Municipal Electric DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD 0"TON 1! 1 IcdeaT '� r�r: u�ufaF a,i iErvir. rro *,rarvd i�i iarv;c;r--.: � � ' � x oirva r:'. �I U N1 C ASSUMPTIONS The successful completion of this project will require a full availability schedule from the SME(s) who are qualified to provide answers to existing corporate and operational policy and procedure for Denton Municipal Electric. The documentation will consist of historical activity dating back to the beginning of the audit window, as well as current policy and procedure re- visions as necessary. On -site and remote resource scheduling is subject to change based on the client's discretion, audit readiness and DL2C resource availability through October 31, 2019. Bi-weekly or milestone invoicing will ensue throughout the end of the contract as appropriate. PAYMENT TERMS Payment is due 30-Day Net after receipt of invoice at Denton Municipal Electric. EXPENSES Travel and all other related out-of-pocket expenses will be itemized but expenses will also be included in the "Not to exceed" amount of $60,635. All travel arrangements will be made through the Consultants approved travel agency/partner. Consultants Airfare ("coach class"), mileage (54 cents per mile), rental car(s), lodging, meals and other incidentals will be recorded and billed on a "per diem" based on the most current GSA schedule. Page 3 3/1 Page 3 Denton Municipal Electric DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD OWNd� lorc clelT MUNICIPAL r: uufaF a:i iEwi. rro *,rarvd ii iarv;c;r L I R I The signatures below indicate acceptance by Direct Line to Compliance, Inc. and Denton Municipal Electric of the services proposed. Direct Line to Compliance, Inc.: Il nagng )ailn u- II:!)iJnted Il ai n X Accq'-Aed Il y &g n a u u- : Accq'-Aed IlDy: Il ins II: i-own enei-allIl nr IC: "uJrated Ily u,.n X Accq'-Aed Il y &g n a u u- : Denton Municipal Electric: Accq'-Aed IlDy: Denton Il unlidi'-41 II tud ::Z II'-)u- nta lv )idnd y IlNain x Accq'-Aed Il y Sgnatuu- : Page 4 3/19/2019 Denton Municipal Electric Certificate Of Completion Envelope Id: 007A5E276734489AA8864943A473C8CD Subject: Please DocuSign: City Council Contract 6996 Audit Readiness Amendment 1 Source Envelope: Document Pages: 8 Signatures: 5 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 3/21/2019 12:14:45 PM Signer Events Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael O Adeeko michael.adeeko@dl2c.com Vice President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/22/2019 2:54:30 PM ID:507f622c-7739-48b4-9e29-616fc5c5f726 Holder: Lori Hewell lori.hewell@cityofdenton.com Signature Completed Using IPAddress: 129.120.6.150 E Signature Adoption: Pre -selected Style Using IPAddress: 129.120.6.150 by: [D—Si,ned �C�- PeiA InAJ, 7F9D328BF0204E5... Signature Adoption: Pre -selected Style Using IPAddress: 129.120.6.150 ED11uSi,n1d by: 6BEE94A3641 D422... Signature Adoption: Pre -selected Style Using IPAddress: 208.184.162.233 Doclut S 9 C U a 9 0 Status: Completed Envelope Originator: Lori Hewell 901 B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 3/21/2019 12:21:06 PM Viewed: 3/21/2019 12:21:25 PM Signed: 3/21/2019 12:22:02 PM Sent: 3/21/2019 12:22:03 PM Viewed: 3/21/2019 12:22:20 PM Signed: 3/21/2019 12:24:15 PM Sent: 3/21/2019 12:24:16 PM Viewed: 3/22/2019 2:13:07 PM Signed: 3/22/2019 2:15:00 PM Sent: 3/22/2019 2:15:04 PM Viewed: 3/22/2019 2:54:30 PM Signed: 3/22/2019 2:58:36 PM Signer Events george morrow george.morrow@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/22/2019 3:02:31 PM ID: a026e041-92e5-4067-a326-e178b1662e06 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd. Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/17/2019 10:54:01 AM ID:5003a393-ebc8-44f5-a60e-c550a5e10bee In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature ea by[D11uSi,n f,bV Y- uhbVV bW 11F73CC562C24ED... Signature Adoption: Pre -selected Style Using IPAddress: 129.120.6.150 Using IPAddress: 129.120.6.150 [D—Si,ned by: B775C711BAOD454... Signature Adoption: Pre -selected Style Using IPAddress: 129.120.6.150 ERD0CUSi,n1d by: a P4as 1C5CA8C5E175493... Signature Adoption: Pre -selected Style Using IPAddress: 129.120.6.150 Signature Status Status Status Status Status Timestamp Sent: 3/22/2019 2:58:39 PM Viewed: 3/22/2019 3:02:31 PM Signed: 3/22/2019 3:02:52 PM Sent: 3/22/2019 3:02:55 PM Viewed: 4/17/2019 8:26:22 AM Signed: 4/17/2019 8:26:52 AM Sent: 4/17/2019 8:26:55 AM Viewed: 4/17/2019 10:14:14 AM Signed: 4/17/2019 10:14:27 AM Sent: 4/17/2019 10:14:28 AM Viewed: 4/17/2019 10:54:01 AM Signed: 4/17/2019 10:55:15 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 3/21/2019 12:22:03 PM Carbon Copy Events Status Timestamp Elizabeth Coulter Sent: 3/22/2019 2:58:39 PM elizabeth.coulter@cityofdenton.com Viewed: 4/17/2019 11:04:23 AM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson Sent: 4/17/2019 8:26:54 AM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson Sent: 4/17/2019 10:55:16 AM jane.richardson@cityofdenton.com L_SR!l E D Viewed: 4/23/2019 3:13:36 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/17/2019 10:55:16 AM Certified Delivered Security Checked 4/17/2019 10:55:16 AM Signing Complete Security Checked 4/17/2019 10:55:16 AM Completed Security Checked 4/17/2019 10:55:16 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Michael O Adeeko, george morrow, Todd Hileman, Rosa Rios 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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