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.
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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
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day of ......... ... .. p 2019.
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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
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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
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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
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19 Denton Municipal Electric
DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD
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• 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
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2 Denton Municipal Electric
DocuSign Envelope ID: 007A5E27-6734-489A-A886-4943A473C8CD
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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
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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-
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Accq'-Aed Il y &g n a u u- :
Denton Municipal Electric:
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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
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