19-1217ORDINANCE NO. 19-121 %
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF A THIRD AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND
DELOITTE & TOUCHE, LLP, AMENDING THE CONTRACT APPROVED BY PURCHASING
ON MAY 25, 2017, IN THE NOT-TO-EXCEED AMOUNT OF $26,000, AMENDED BY
AMENDMENTS 1 AND 2 APPROVED BY THE CITY MANAGER AND CITY COUNCIL,
SAID THIRD AMENDMENT TO PROVIDE PROFESSIONAL SERVICES RELATED TO THE
ASSESSMENT OF THE ENERGY MANAGEMENT ORGANIZATION FOR DENTON
MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (FILE 6469 – PROVIDING FOR AN ADDITIONAL
THIRD AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $192,500, WITH THE
TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $423,500).
WHEREAS, on May 25, 2017, the City awarded a contract to Deloitte & Touche, LLP, in the
amount of $26,000 for professional services regarding an assessment of the Energy Management
Organization for Denton Municipal Electric; and
WHEREAS, the additional fees under the proposed Third Amendment 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 Third Amendment, increasing the amount of the contract between the City
and Del.........tt ..............�����_----
oi e& Touche, LLP, which is on file in the office of the Purchasing Agent, in the amount of
One Hundred Ninety Two Thousand Five Hundred and 00/100 ($192,500) Dollars, is hereby
approved and the expenditure of funds therefor is hereby authorized in accordance with said
amendment. The total contract amount increases to $423,500.
SECTION 2. This ordinance shall becorne effective immediately upon its passage and
...�......
approval. �
The �����at���� ��� ���� � � � dinance �was ��a�;�t� and a �����roved b and
� � r��r�� this ordinance was made b ���! a �� � �� �� �° �� __
seconded by .... --- 'p� ^ � ,��x � �,� � ��, .� the o � pp Y the
........ — __,_.
�t�l�l�m�rvi�g� �t���: � °`�' � �;� ��
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5;.
Aye Nay
Abstain Absent
Paul Meltzer, At Large Place 6: ��'��
PASSED AND APPROVED this the ����������� day of �����'���� __ , 2019�,
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: ��f ";,� ��� � � �,�;��
�ro ���a. �,���� ,�� �.
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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BY: _ ____.�-'"� �'� -- � � _������,
���ro��,M� � �
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CHRIS '�i�. �"l'�, N��.�'it'��I�.
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
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DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
THIRD AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND DELOITTE & TOUCHE LLP
PSA 6469
THE STATE OF TEXAS §
COUNTY OF DENTON §
THIS THIRD AMENDMENT TO CONTRACT 6469 (by and
between the City of Denton, and Deloitte & Touche LLP Consultant);
to that certain contract executed on May 25, 2017, in the original not-to-exceed amount of
$26July 26, 2017 in the additional amount
of $60,000 aggregating a not-to-exceed amount of $86
amended on October 10, 2017 in the additional amount of $145,000 aggregating a not-to-
exceed amount of $231,0
Agreement, the First Amendment, and
professional consulting services regarding an assessment of the Energy Management
Organization for Denton Municipal Electric.
WHEREAS, the City deems it necessary to further expand the services provided by
Consultant to the City pursuant to the terms of the Agreement, and to provide an additional
not-to-exceed amount $192,500 with this Third Amendment for an aggregate not-to-
exceed of $423,500.
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
good and valuable considerations, do hereby AGREE to the following Third Amendment,
which amends the following terms and conditions of the said Agreement, to wit:
1. Third Amendment,
attached hereto and incorporated herein for all purposes, for professional services
related to the assessment of the Energy Management Organization for Denton
Municipal Electric, are hereby authorized to be performed by Consultant. For and
in consideration of the additional services to be performed by Consultant, the
A
this Third Amendment, a total fee, including reimbursement for non-labor expenses
an amount not to exceed $192,500.
Page 1 of 2
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
2. This Amendment modifies the Agreement amount to provide an additional
$192,500 for the additional services with a revised aggregate not to exceed total of
$423,500.
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 electronically, by and through their respective duly authorized representatives
and officers on this date _________________________.
CITY OF DENTON, TEXAS DELOITTE & TOUCHE LLP
A Texas Municipal Corporation
By:
By: _________________________________
_________________________________
TODD HILEMAN, CITY MANAGER AUTHORIZED SIGNATURE, TITLE
ATTEST: APPROVED AS TO LEGAL FORM:
ROSA RIOS, CITY SECRETARY AARON LEAL, CITY ATTORNEY
By: By:
_________________________________ _________________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Page 2 of 2
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
Deloitte & Touche LLP
100 Kimball Drive
Parsippany, NJ 07054-2176
Exhibit A
STATEMENT OF WORK
validation services and an assessment of and recommendations in support of Denton
EMO capability maturity assessment performed in 2017. The engagement is subject to the terms of the
Professional Services Agreement for Denton Municipal Electric
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 2018 benchmark cost analysis assessment and validation of the cost saving model
he Energy
inputs and calculations in the model, but also the process supporting the use of the model. D&T
will approach the Services based on the following approach: (1) Retrospective assessment for FY
2018.
Task 2: Review EMO risk management recommendations implementation status an assessment
performed in 2017.
Task 3: Quarterly Risk Management Committee support a quarterly ongoing assessment of
energy and hedge positions. The scope of the work will focus on providing risk analytics
Adviso
Task 1: FY 2018 benchmark cost analysis
Assess the FY 2018 model's inputs, exclusions, and assumptions based on the following as
applicable:
Inputs may include the following, but are not limited to:
o CRR costs
o DAM prices
o DAM Point-to-PTP purchase
o
o RTM PTP purchases
o RTM Congestion Cost
o DME ancillary service Costs
o Bilateral contracts for power
o Broker fees for exchange traded contracts
o Financial swap transactions
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
Deloitte & Touche LLP
100 Kimball Drive
Parsippany, NJ 07054-2176
Exclusions may include the following (but not limited to):
o Electric Reliability Council of Texas ERCOT CRRs
o Select counterparties costs
o Renewable Energy Credits (REC)
o Landfill
Assess the appropriateness of inputs and assumptions for the model, including
knowledge of the inputs and assumptions associated with ERCOT and establishment
of an energy management organization.
understanding and knowledge of the inputs and assumptions associated with ERCOT
and establishment of an energy management organization
For observable inputs (such as market data), a comparison of selected data to an
independent source of the market data, where available
For unobservable inputs (such as assumptions), an assessment of the process by
which the assumptions are developed and assessment of consistency with available
related information (such as proxy information)
Assess the accuracy and completeness of the final FY 2018 savings calculations based on the
following as applicable:
Performance of independent recalculations for the FY year-end summaries using
supporting documentation such as counterparties invoices, CRR Auction costs, and
ERCOT statements
Deliverables
Prepare an executive summary to the results of our assessment of the FY18 cost savings
Procedures performed as part of the analysis
Results of independent recalculations performed
Task 2: Review EMO risk management recommendations implementation status
documented in the EMO capability assessment deliverable
Interview specific Owner and DME personnel involved in the implementation of the
recommendations in order to develop an in-
Identify potential gaps and develop recommendations for areas to address during the
Review findings and recommendations with appropriate Owner and DME personnel
Deliverables
Executive summary of implementation progress
A
original recommendations
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
Deloitte & Touche LLP
100 Kimball Drive
Parsippany, NJ 07054-2176
Task 3: Quarterly Risk Management Committee support
Assessment of energy markets including energy news and counterparty information relevant
Independent monitoring of risk and policy limits as defined in the approved Risk
Policy
Review of front office hedge strategy and recommendations for potential
improvements
Independent review of for compliance with the approved
Risk Policy deal entry, confirmations, deal modifications, etc.
Review of positions and portfolio, including review of:
o Risk report
o Position reports
o P/L reports
o Counterparty exposure reports
o Settlements reports
Support Risk Management Committee reporting
Risk Management Committee
Calculation of
Deliverables
Quarterly report Risk Management Committee report to include:
o Risk and Position reports
o Quarterly benchmark analysis
o
Assumptions for this engagement include:
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.
D&T will not make any management decisions, perform any management functions, or assume
any management responsibilities.
For purposes of the model validation and other Services described herein, terms such as
validate, test, verify, review, and confirm refer to assessment activities performed based on
objectives, a framework and assumptions as agreed to with Company. These activities
typically do not include detailed testing of data elements and controls, can be inherently
regulatory expectation
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
Deloitte & Touche LLP
100 Kimball Drive
Parsippany, NJ 07054-2176
involved in the preparation of the materials being assessed. Other professionals may perform
procedures concerning the same information or data, and reach different findings than Advisor
for a variety of reasons, including the possibilities that additional or different information or
data might be provided to them that was not provided to Advisor, that they might perform
different procedures than did Advisor, or that professional judgments concerning complex,
unusual, or poorly documented transactions may differ
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).
TIMETABLE
Based on our experience delivering similar engagements, we believe that the services described can be
provided in approximately three (3) weeks.
ENGAGEMENT FEES
The estimated fees for this engagement are estimated not to exceed:
Task 1: $22,000
Task 2: $22,500
Task 3: $37,000 per quarter for a period of one year.
based on the following rates:
Resource Level Hourly Rate
$500
Partner, Principal, Managing Director
$470
Senior Manager
$435
Manager
$385
Senior Consultant
$335
Consultant
$146
US India Senior Consultant
DocuSign Envelope ID: 8D98F25E-4AFB-4849-A216-25B5278A2A60
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3
Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor 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 vendor?
Yes No
B. Is the vendor 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?
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 one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 8D98F25E4AFB4849A21625B5278A2A60Status: Completed
Subject: Please DocuSign: City Council Contract 6469 Amendment 3
Source Envelope:
Document Pages: 8Signatures: 6Envelope Originator:
Certificate Pages: 6Initials: 1Lori Hewell
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Lori HewellLocation: DocuSign
5/9/2019 1:38:25 PM lori.hewell@cityofdenton.com
Signer EventsSignatureTimestamp
Lori HewellSent: 5/9/2019 2:07:23 PM
Completed
lori.hewell@cityofdenton.comViewed: 5/9/2019 2:07:47 PM
Purchasing ManagerSigned: 5/9/2019 2:08:58 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
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Mack ReinwandSent: 5/9/2019 2:09:48 PM
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City of DentonSigned: 5/14/2019 8:40:27 AM
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Stephen K EnglerSent: 5/14/2019 8:40:29 AM
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Managing DirectorSigned: 5/14/2019 9:33:39 AM
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Electronic Record and Signature Disclosure:
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ID: fba63b28-4f00-419c-bcac-1a05a8c51948
Signer EventsSignatureTimestamp
Antonio Puente, Jr.Sent: 5/14/2019 9:33:41 AM
antonio.puente@cityofdenton.comViewed: 5/14/2019 11:24:15 PM
Chief Financial OfficerSigned: 5/14/2019 11:25:04 PM
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Tabitha MillsopSent: 5/14/2019 11:25:06 PM
Completed
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Todd HilemanSent: 6/12/2019 2:44:18 PM
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City ManagerSigned: 6/12/2019 3:07:44 PM
City of Denton
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(None)
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa RiosSent: 6/12/2019 3:07:47 PM
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ID: 7dfb1c1c-82ce-45b1-8e10-ba0a896a249f
In Person Signer EventsSignatureTimestamp
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Carbon Copy EventsStatusTimestamp
Tabitha MillsopSent: 5/9/2019 2:09:00 PM
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City of Denton
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Sherri ThurmanSent: 5/9/2019 2:09:00 PM
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Timothy MettsSent: 5/14/2019 8:40:29 AM
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Jane RichardsonSent: 6/12/2019 2:44:17 PM
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City of Denton
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Signing CompleteSecurity Checked6/12/2019 4:09:53 PM
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Electronic Record and Signature Disclosure
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