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20-1120
ORDINANCE NO. 20-1120 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ALLEGRO DEVELOPMENT CORPORATION, FOR ENERGY TRADING RISK MANAGEMENT (ETRM) SOFTWARE FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6804 — AWARDED TO ALLEGRO DEVELOPMENT CORPORATION, FOR A TERM ENDING ON DECEMBER 31, 2023, IN THE NOT -TO -EXCEED AMOUNT OF $861,998.91). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Energy Trading Risk Management (ETRM) Software, for Denton Municipal Electric; and WHEREAS, the City Manager, or a designated employee, has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6804 Allegro Development Corporation $861,998.91 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or his designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted.. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by ?A&&.( - t11 A#z9. , the ordinan4 was passed ardapproved by the following vote L(Q- - 0]: Aye Nay Abstain Absent 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: ,✓ Paul Meltzer, At Large Place 6: �� PASSED AND APPROVED this the ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: L rti a!�daY of 2020. 9 rtvwfl CHRIS WATTS, MAYOR ❑H DocuSign Envelope ID: D22FB578-64FE-4B4E-8F14-5F51E9A48B08 OF DENTON Docusign City Council Transmittal Coversheet RFP 6804 File Name Energy Trading Risk Management software Lori Hewell Purchasing Contact City Council Target Date June 23, 2020 Piggy Back Option Not Applicable Contract Expiration December 31, 2023 Ordinance 20-1120 E SUBSCRIPTION AGREEMENT THIS AGREEMENT is made on the date set out below between Allegro Development Corporation, a corporate entity organized under the laws of the State of Delaware, whose principal place of business is at 600 N. Pearl Street, Suite 2000, Dallas, TX 75201 ("Allegro') and the City of Denton, a Texas home rule municipal corporation with an address of 901 B Texas Street, Denton, Texas 76209 (the "Customer"). 1. Definitions In this Agreement, the following terms shall have the following definitions: Affiliate means, in respect of a company, a company which is its subsidiary or holding company, whether direct or indirect, or a company which is a direct or indirect subsidiary of that holding company and shall include such entities whether now existing or later established by investment, merger or otherwise, including the successors and assignees of such entities; Agreement means this agreement and the schedules attached and hereby incorporated hereto; Confidential Information means any information belonging or relating to a party (including its Affiliates) disclosed by or on behalf of that party (the "Disclosing Party') to the other party (including its Affiliates) (the "Receiving Party") whether in writing, orally or by any other means, directly or indirectly, intentionally or unintentionally, before, on or after the date of this Agreement, relating to the business, activities, products, services, technology and financial information of either party or its customers, employees or officers, and any other information of the Disclosing Party that is conspicuously marked confidential or that the Receiving Party ought reasonably to have known was confidential, including but not limited to (i) proprietary or trade secret information, know-how, intellectual property, marketing, commercial, legal, operational, and administrative activities, pricing information, benchmarking studies, trading positions, strategy, specifications, designs, plans, drawings, hardware, software, data, prototypes, facilities, premises, systems, security, procedures, and (ii) any reports, copies, summaries, analyses, data, plans, forecasts, compilations, studies, notes, discussions, interpretations, memoranda and other documents which contain or otherwise reflect or are generated from any information specified in sub -paragraph (i) hereof and the contents thereof. To the extent authorized by the laws of the State of Texas, the terms and conditions of this Agreement and any Order Forms shall be Confidential Information; Documentation means any and all technical and user documentation provided, made available or amended from time to time by Allegro related to the Product or the Subscription Service; Order Form means any and all order forms under which the Customer contracts to receive products or services from Allegro or its Affiliates; Product means the software programs identified in the schedules individually orcollectively as referred to in the schedules and as may be amended from time to time in accordance with the terms of this Agreement; Subscription Fee means the fees set out in the schedules or any Order Forms; Subscription Period means the period in which this Agreement remains in force as identified in Schedule 1: Subscription Service means the remote computer access to the Product for the Subscription Period specified in this Agreement and any other services that Allegro may in the future introduce for subscription under this Agreement; 2. The Subscription Service In consideration for payment of the Subscription Fees Allegro shall provide the Subscription Service during the Subscription Period. The Customer shall have remote access to the Product through the Subscription Service solely for its internal business use and only during the Subscription Period. Except for this limited usage right during the Subscription Period, nothing in this Agreement grants the Customer any rights, title or interest in the Product. 3. Additional Services In addition to the Subscription Service, Allegro pursuant to an Order Form shall provide the Customer with additional services upon payment of the relevant fees. 4. Customer's obligations The Customer shall access the Product only by means of the remote access facilities enabled by the Subscription Service. The Customer shall, at its own expense, install, maintain and operate any equipment (including, computers, software and communications lines) necessary to enable it to use the Subscription Service. The Customer shall comply with all reasonable recommendations made by Allegro in relation to the selection, operation and maintenance of such equipment. Access to the Subscription Service shall be limited to the number and types of users specified in the schedules. Allegro reserves the right to establish, and revise from time to time, reasonable policies, procedures and regulations regarding its services, and will provide written notice to Customer at least 30 (thirty) days prior to any changes. Customer agrees to comply with such policies, procedures and regulations, provided that if such changes negatively affect the Customer's use of the Subscription Service in any material respect, as is notified to Allegro within 30 days of being made aware of such changes, then such changes shall not apply to the Customer. The Customer shall at all times use the latest release of the Product made available to Customer under this Agreement, or the previous release made available within the previous twelve months. 5. Customer Data and License. During the Subscription Period, Customergrants to Allegro a limited, non-exclusive, non -s ub I icen sable, non -transferable license to use, copy, store and display customer data solely to the extent necessary to provide the Subscription Service to Customer. Allegro may not use customer data for any other purpose except when aggregated with the data of other customers where the identification of any particular customer cannot be ascertained 6. Payment of Fees and costs The Customer shall pay the Subscription Fee to Allegro in advance, within 30 (thirty) days of issue of Allegro's invoice, provided that such invoice is in accordance with the Subscription Fee detailed in the schedules as amended from time to time by Order Forms. In addition to the foregoing, after providing a written estimate to Customer, the Customer shall reimburse Allegro for documented travel, accommodation and daily allowance or out -of- pocket expenses and travel time incurred in accordance with Allegro's then - current policy on reimbursable expenses. During the Subscription Period, Allegro may increase the Subscription Fee each year with effect from the first of January. Allegro shall ensure that no increase in the total Subscription Fee set out in the schedules exceeds (in percentage terms) the percentage increase in U.S. Consumer Price Index (CPI -U: U.S. city Subscription Agreement 1 average) (or any successor to such index from time to time), since the previous such increase (or, if there has been no previous increase, the date of this Agreement). Payments to Allegro under this Agreement do not include, and the Customer shall be responsible for, all applicable sales, use, goods and services, value added or other taxes, levies, imposts, duties, fees, assessments or charges of whatever nature, including any interest, penalty, or addition thereto (collectively, "Taxes") arising from this Agreement (excluding, however, taxes based on Allegro's gross or net income). To the extent authorized by the laws of the State of Texas the Customer shall pay all such Taxes when due and will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes. All payments due by the Customer to Allegro hereunder will be made free and clear of any offset or counterclaim, and without any deduction or withholding of any present or future Taxes. To the extent authorized by the laws of the State of Texas, if any such Taxes are levied or imposed on any of the transactions arising from this Agreement, the Customer shall pay the full amount of such Taxes (to Allegro or the relevant taxing authority, as appropriate), and shall pay to Allegro any additional amount necessary to ensure that the net payment, after withholding or deduction of such Taxes, shall be no less than the amount due for the transaction under this Agreement. Without prejudice to any of Allegro's other rights, if the Customer fails to pay fees when they are due, Allegro may charge the Customer interest at the lesserof: (i) 6% per annum of the total sum due, or (ii) the statutory rate of interest as prescribed by law; calculated daily from the due date for payment until the date on which the obligation of the Customer to pay the sum is discharged in full (whether before or after judgment). The parties agree that such sum has been agreed commercially and in good faith as a reasonable pre -estimate of such loss by way of liquidated damages. Failure to pay fees when due shall be a material breach of this Agreement. The Customer shall not be entitled to withhold fees on the grounds that there are pending complaints or disputes. Without prejudice of any of its other rights, Allegro shall be entitled to suspend the rendering of any service should the Customer be at the relevant time in default in the payment of sums due to Allegro under the provisions of this Agreement. Notwithstanding the provisions of this Clause, said suspension shall not thus be deemed a breach of this Agreement by Allegro nor a ground of termination of this Agreement by the Customer. 7. Warranty Allegro warrants that the Subscription Service will be provided with reasonable skill and care. THE WARRANTIES SET OUT IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALLEGRO AND ITS LICENSORS HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT ANY LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON -INFRINGEMENT, AND QUALITY OF SERVICE. 8. Limitation of Liability Other than in respect of a breach of the confidentiality provisions of this Agreement, neither party shall be liable to the other or to any third party for any: (a) loss of software, loss of or corruption to data, loss of profits or revenues, loss of contracts, loss of operation time, loss of goodwill or anticipated savings; or (b) any indirect, special or consequential loss, damage, costs or expense of any kind or whatever nature, even if foreseeable or if a party has been advised of their possibility and in all cases however caused and whether arising under or in connection with this Agreement, tort (including negligence), breach of statutory duty or otherwise. For the avoidance of doubt, the Customer's liability for fees due or payable by the Customer lost by Allegro as a result of the Customer's breach of this Agreement are not excluded under this Clause 8. The entire liability of Allegro under or in connection with this Agreement shall at all times be limited to an amount no greater in the aggregate than US$200,000. Nothing in this Agreement shall operate to exclude or restrict either party's liability for death or personal injury resulting from negligence, or liability arising as a result of fraud for which no limit applies. Customer expressly waives immunity from suit for any claim arising out of or in connection with this Agreement. To the extent authorized by the laws of the State of Texas, the Customer shall be responsible for, and indemnify Allegro on demand for, all loss or damage arising in connection with any breach of the terms of this Agreement by it or its user group or by any person permitted by the Customer or its user group to access or use the Subscription Service or the Product. 9. Infringement The intellectual property rights ("IPR") in any services delivered pursuant to this Agreement are, and shall remain at all times, vested in Allegro or its Affiliates. ALLEGRO SHALL INDEMNIFY THE CUSTOMER AGAINST ANY DAMAGES (INCLUDING COSTS) THAT MAY BE AWARDED UNDER ANY FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION OR AGREED IN FINAL SETTLEMENT IN RESPECT OF ANY CLAIM OR ACTION BROUGHT AGAINST THE CUSTOMER, ON THE BASIS THAT ITS ACCESS TO THE SUBSCRIPTION SERVICE OR THE PRODUCT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THIS AGREEMENT INFRINGES THE IPR OF ANY THIRD PARTY, PROVIDED THAT THE CUSTOMER COMPLIES WITH CLAUSE' 10. Allegro shall have no liability for any loss, liability or cost arising because of (i) the Customer's negligence, wrongful acts or omissions or breach of this Agreement or (ii) access to the Subscription Service or the Product in any manner, other than as expressly permitted by this Agreement. If a claim is made that access to the Subscription Service or the Product is, or in the reasonable opinion of Allegro may become, an infringement of the rights of another person, Allegro may at its option: (a) replace the relevant infringing part with a comparable non - infringing software product or document (as applicable), or (b) procure for the Customer the right to continue using the relevant infringed part. If neither option is reasonably available within 30 (thirty) days of Allegro becoming aware of such claim, Allegro may terminate this Agreement by 30 (thirty) days' notice to the Customer. To the extent authorized by the laws of the State of Texas, the Customer shall indemnify Allegro against any damages (including costs) that may be awarded under any final judgment by a court of competent jurisdiction or agreed by the Customer in final settlement in respect of any claim or action brought against Allegro provided that such claim is caused by or contributed to by Allegro having followed a design, specification, instruction, modification or enhancement given, furnished or requested by the Customer, provided that Allegro complies with Clause 10. In addition, notwithstanding any provision to the contrary in this Agreement, any such design, specification, instruction, modification or enhancement given, furnished or requested by the Customer shall be the sole responsibility of the Customer and neither the warranty given in Clause 7 nor the indemnification obligations of Allegro under this Section shall apply in respect of any such elements or work product or the combination of such elements or work product with the Subscription Service or the Product. This Clause 9 states the entire liability of Allegro with respect to any infringement caused by the use of the Product or the Subscription Service. Subscription Agreement 2 10. Indemnities If either pabecomes aware of a matter giving rise, or likely to give rise, to a claim against it in relation to which it is entitled to be indemnified by the other party under this Agreement, it shall: (a) notify the other party of the claim as soon as practicable and consult with the other party with respect to the claim; (b) provide such assistance as the other party may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the claim or enforce the other party's rights in relation to the matter, and, if the other party requests, allow the other party the exclusive conduct of any related proceedings, and (c) not admit liability in respect of or settle the claim without first obtaining the other party's written consent, such consent not to be unreasonably withheld or delayed. 11. Force majeure If either Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by an event beyond its reasonable control (including, without limitation, strike, lock -out, labor dispute, act of God, war, riot, civil commotion, epidemic, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm), its obligations under this Agreement are suspended while the event continues and to the extentthat it is prevented, hindered ordelayed. If an event of the kind referred to in this Clause continues to prevent, hinder or delay the performance of either Party's obligations under this Agreement in a material respect for more than 30 (thirty) days, then the Party not subject to the force majeure event may terminate this Agreement with immediate effect by notice to the Party experiencing the force majeure event. 12. Term and Termination To the extent authorized by the laws of the State of Texas, this Agreement shall remain in force for the Subscription Period. and shall automatically renew for additional terms each equal induration to the Subscription Period unless terminated by either party by notice to the other party no less than ninety (90) days prior to the date of the expiration of the then current Subscription Period. Such termination shall be effective at the end of the then current Subscription Period. A party may terminate this Agreement with immediate effect by notice to the other party on or within a reasonable period after the occurrence of either of the following events: (a) the other party being in breach of a material obligation underthis Agreement and, if the breach is capable of remedy, failing to remedy the breach within 30 (thirty) days starting on the day after receipt of notice from the first party giving details of the breach and requiring the other party to remedy the breach, or (b) the other party passing a resolution for its winding up, a court of competent jurisdiction making an order for the other party's winding up or dissolution, the making of an administration order in relation to the other party (or a legally analogous event in any jurisdiction), or the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally (including, without limitation, proceedings under Chapter 11 of the U.S. Bankruptcy Code or a legally analogous event in any other jurisdiction). Termination of this Agreement shall not relieve the Customer of its obligations to pay Allegro all Subscription Fees and charges during the Subscription Period, whether such Subscription Fees and charges are due on the date of termination orotherwise. As soon as practicable after termination of this Agreement (other than termination by Allegro), Allero shall reimburse the Customer in respect of such proportion �if any) of the Subscription Fees as relates to the period after the effective date of termination Upon termination of this Agreement, the Customershall immediately cease all use of the Subscription Service. Any provision that is by implication intended to remain in force after termination shall not be affected by the termination of this Agreement 13. Notices 13.1 All notices given under or in connection with this Agreement shall be in writing in the English language. 13.2 Notices to: (a) Allegro shall be delivered by (i) DHL, FedEx or another internationally recognised express delivery service, (ii) a same -day - delivery courier service or (iii) fax to Allegro's address set out on the first page of this Agreement or another address which Allegro may have from time to time specified in a notice. (b) the Customer shall be delivered by (i) DHL, FedEx or another internationally recognised express delivery service, (ii) a same -day -delivery courier service or (iii) fax to the Customer's address set out on the first page of this Agreement, another address which the Customer may have from time to time specified in a notice or any billing address provided by the Customer from time to time. 13.3 Notices shall be deemed delivered: (a) If sent by fax, the earlier of actual receipt or one hour after transmission; (b) If sent by express delivery service, the earlier of actual receipt or the date and time of delivery at the receiving party's address as recorded by the express delivery service; (c) If sent by same -day -delivery courier service, the earlier of actual receiptor the date and time of delivery atthe receiving party's address as recorded by the same-day- delivery courier service. Any notice delivered to an address or by means other than those stated in Clause 13.2 shall be deemed not to have been delivered and shall have no force or effect. 14. Confidentiality 14.1 To the extent authorized by the laws of the State of Texas, including the Texas Public Information Act, the Receiving Party shall not use Confidential Information for a purpose other than the performance of its obligations or enforcement of its rights under this Agreement and shall not disclose Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with Clause 14.3. 14.2 To the extent authorized by the laws of the State of Texas, including the Texas Public Information Act, the Receiving Party shall not disclose Confidential Information except to any of its officers, employees, agents, professional advisors and contractors ('Authorized Representatives") provided that disclosure is necessary for the purposes of this Agreement or for the use of the Subscription Service in accordance with Clause 14.1 of this Agreement, in which case it shall ensure that the disclosee complies with the Receiving Party's obligations of confidentiality under this Agreement as if it were the Receiving Party. 14.3 Clauses 14.1 and 14.2 do not apply to Confidential Information which: a) is at the date of this Agreement, or at any time after that date becomes publicly known other than by the Receiving Party's breach of this Agreement; or b) can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party or subsequently to have been disclosed to the Receiving Party by a source other than the Disclosing Party without breach of this Agreement or other commitments, c) the Receiving Party is required to disclose by law or by a Subscription Agreement 3 competent regulatory authority, provided that to the extent that it is permitted to do so, the Receiving Party making such disclosure: i. notifies the Disclosing Party as soon as practicable upon becoming aware of any such requirement; and ii. follows the legal procedures under the Texas Public Information Act, court order, or other applicable law. Notwithstanding any other provision herein, the Parties understand that Customer is required to comply with the Texas Public Information Act (Chapter 552of the Texas Government Code) ("TPIA") when responding to records requests made under the Act. Pursuant to the requirements of TPIA, if Customer receives a request for Confidential Infom1 ation in its possession that was provided by the Disclosing Party and marked or identified as being confidential, Customer will respond to the request in accordance with the procedures set forth in Section 552.305 of the Act Specifically, Customer will notify Disclosing Party of Customer's receipt of the request and will request an attorney general decision identifying the exception(s) to disclosure believed to apply. The Parties acknowledge that TPIA requires a brief to be submitted to the attorney general explaining why the claimed exceptions apply to the information at issue. Customer shall not be obligated to submita brief supporting those claimed exceptions. Disclosing Party shall be solely responsible for submitting the brief and the documents at issue to the attorney general at its own expense. 14.4 Each Party will expressly inform its Authorized Representatives of the confidential nature of the Confidential Information of the Disclosing Party and the purpose for which it may be used and will procure their compliance with the terms of this Agreement as if they were a party to it. The Receiving Party shall be responsible for any breach of this Agreement by any of its Authorized Representatives, and, at its sole expense, shall take all reasonable measures to restrain its Authorized Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. 14.5 Receiving Party shall not use the Confidential Information in any manner that could compete with the business of the Disclosing Party. 14.6 Confidential Information shall remain the exclusive property of the Disclosing Party. Except as specifically provided for herein, nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information of the Disclosing Party. 14.7 Subject to Clause 14.8 and within 10 (ten) days of termination of this Agreement the Receiving Party shall: a) return to the Disclosing Party or destroy (at the option of the Disclosing Party) all documents and materials (including electronic media) or such parts thereof as contain or relate to any Confidential Information, together with any copies which are in the Receiving Party's possession, custody or control or are in the possession, custody or control of any of its Authorized Representatives, provided that such information is in a form which is capable of delivery or destruction; and b) permanently erase all Confidential Information from any computer, word processor, mobile telecommunications device or similar device by or on behalf of the Receiving Party or by or on behalf of its Authorized Representatives 14.8 The Receiving Party may retain: (i) one copy of the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures; and (ii) electronic files containing Confidential Information created pursuant to automatic archiving and back-up procedures. 14.9 The Receiving Party acknowledges that neither the destruction, return nor deletion of any Confidential Information will release it from the obligations contained in this Agreement. 14.10 The Receiving Party recognizes that irreparable harm can be occasioned to the Disclosing Party by breach of this Agreement and by the unauthorized disclosure, reproduction or use of the Confidential Information by it or its Authorized Representatives and that monetary damages will be inadequate to compensate the Disclosing Party for such breach. The Receiving Party agrees that in the event of such breach, the Disclosing Party shall be entitled to injunctive or other equitable relief to protect and recover the Confidential Information and the Receiving Party will not object to the entry of an injunction or other equitable relief against the Receiving Party on the basis of an adequate remedy at law. This remedy shall be in addition to any other remedies available to the parties under this Agreement or at law. Notwithstanding the foregoing, in no event shall Customer's compliance with the TPIA be deemed a violation of this section. 15. General Terms 15.1 Severability If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. The parties hereby agree to attempt to substitute for any invalid, unlawful or unenforceable provision a valid lawful or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, unlawful or unenforceable provision. 15.2 Reference With prior written approval by the Customer, Allegro may use Customer as a reference in connection with Allegro's efforts to provide the Service or the Product to third parties, including in particular, press releases. Notwithstanding the foregoing, Allegro may use Customer's name in a general customer list without consent Allegro shall instruct potential customers to contact only such persons that Customer has designated for such purpose. 15.3 Authorship This Agreement is the result of negotiations between the parties, each of which is a sophisticated business entity commercially familiar with the subject matter of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 15.4 Assignment by the Customer This Agreement is personal to the Customer, which may not assign or transfer or purport to assign or transfer a right or obligation under this Agreement. 15.5 Assignment by Allegro Allegro may assign all or any of its rights or transfer all or any of its rights, obligations and liabilities under this Agreement to any of its Affiliates. 15.6 No Solicitation The Customer shall not, during the Subscription Period and continuing for a period of 1 (one) year following termination of this Agreement, solicit the employment nor hire any (i) current employee of Allegro and of its Affiliates; or (ii) any person who was an employee of Allegro or of its Affiliates within the immediately preceding 12 (twelve) month period. Nothing in this Clause shall prevent the Customer hiring any employee or former employee of Allegro provided such employee is not utilized in connection with (a) the Product or (b) any software similar to the Product on commencement of employment, and for a period of 1 Subscription Agreement 4 (one) year following commencement of employment 15.7 Waiver The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. 15.8 Governing Law and Jurisdiction This Agreement shall be governed by, and shall be construed in accordance with, Texas law. The courts of Texas have exclusive jurisdiction to decide any disputes, which may arise out of or in connection with this Agreement. 15.9 Injunctive Relief Nothing in Clause 15.8 shall prevent either party from seeking injunctive relief in the courts of any jurisdiction for the breach, or threatened breach, of this Agreement. 15.10 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document, and shall be effective when one or more counterparts have been signed and delivered by each of the parties, including delivery by telecopier or facsimile machine or by scanning and e - mailing the signed Agreement. 15.11 Section Headings The section headings and any other headings are inserted for convenience only and shall not affect the construction of this Agreement. 15.12 References to Persons In this Agreement, a reference to a person includes a reference to a body corporate, association or Executed and agreed by the parties: Allegro Development Corporation partnership and to that person's legal personal representatives, successors and lawful assigns. 15.13 References to Statutes Reference to any statute, statutory provision, by-law, Statutory Instrument or the like includes a reference to such provision as from time to time amended, extended or re- enacted. 15.14 Compliance With Law Each party shall comply with all applicable law, rules and regulations in respect of all activities conducted under this Agreement. 15.15 Language Services shall be performed and delivered in English. 15.16 No Third Party Beneficiaries This Agreement is not intended to confer any right or benefit on any person who is not a party to it. A person who is not a party to this Agreement has no right to enforce any term, condition or other provision of this Agreement, including (without limitation) under the Contracts (Rights of Third Parties) Act 1999. 15.17 Entire Agreement This Agreement constitutes the entire agreement, and supersedes any previous agreements, between the parties relating to the subject matter of this Agreement. The Customer acknowledges that it has not relied on or been induced to enter this Agreement by a representation other than those expressly set out in this Agreement. Allegro is not liable to the Customer (in equity, contract or tort, under the Misrepresentation Act 1967 or in any other way) for a representation (other than a fraudulent misrepresentation) that is not set out in this Agreement A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party. City of Denton THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and busirigssocusigned bs n, 166 P___, L, Y, Antonio Puente, Jr F E�__ SIGNATURE PRINTED NAME chief Financial officer TITLE Electric DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY DocuSigned by: E � R� BY: 1 CSCA8CSE175493... APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ocu1Signed by: E�_ i f- AWwA.L BY: F9D328BF0204E5... Subscription Agreement 5 U ign y: gn ri Signature: Signature: Colm Casey Todd Hileman Print Name: Print Name: General counsel city Manager Title: Title: Date: 6/8/2020 Date: 6/24/2020 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and busirigssocusigned bs n, 166 P___, L, Y, Antonio Puente, Jr F E�__ SIGNATURE PRINTED NAME chief Financial officer TITLE Electric DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY DocuSigned by: E � R� BY: 1 CSCA8CSE175493... APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ocu1Signed by: E�_ i f- AWwA.L BY: F9D328BF0204E5... Subscription Agreement 5 Schedule 1 Customer Contact: Smith Day Customer Contact Email: Smith. Day@CityofDenton.com Customer Phone: 940-349-7561 Services Ordered Service: Allegro Horizon Cloud Subscription Service Subscription Start Date: June 23 2020 Period: The Subscription Start Date through Dec. 31. 2023 Schedule ]FRMPTION C Allegro solution Horizon essentials 1 Power 1 Environmental products 1 Natural gas 1 Credit 1 Market Connect 1 Option Analytics 1 Registered users 10 101 AL ANNUAL FEE (U5U) $155,8ua _+ Pavment Terms Start Date Annual Fees 25 June 2020 $ 156,800 Cost Summary and Invoicing ISSUE DATE PERIOD ESTIMATED ANNUAL First Invoice On Siqnature June 25, 2020 — Dec 31, 2020 $ 81,398.91 Second Invoice Nov 1, 2020 Jan 1, 2021 — Dec 31, 2021 $ 156,800" Third Invoice Nov 1, 2021 Jan 1, 2022 — Dec 31, 2022 $ 156,800 * Fourth Invoice Nov 1, 2022 Jan 1, 2023 — Dec 31, 2023 $ 156,800 * * The annual Subscription Fee is subject to the increase in CPI. The increase will be applied to the Subscription Fee on January 1 each year. All amounts are in USD and exclusive of Taxes. Payment is strictly within 30 (thirty) days of issue of the invoice. Schedule 2 -Services Agreement THIS AGREEMENT is made on the date set out below between Allegro Development Corporation, a corporation organized under the laws of Delaware, whose principal place of business is at 600 N. Pearl Street, Suite 2000, Dallas, TX 75201 ("Allegro") and City of Denton, a Texas home rule municipal corporation with an address of 901 B Texas Street, Denton, Texas 76209 (the "Customer"). 1. Services Agreement 1.1 In consideration for the Customer's execution of that certain Subscription Agreement with Allegro and for the payment of the fees as provided in this Services Agreement (this Agreement), Allegro shall provide the Customer with the following services in support of the Subscription Service and the Product. Unless otherwise stated, capitalized terms in this Agreement have the same meaning as they are given in the Subscription Agreement. 1.2 Subject to Clause 6.1 of this Agreement, the term of this Agreement shall be coterminous with the Subscription Period. 2. Definitions In this Services Agreement the following expressions shall have the following meanings: 2.1 Premises means the data center where the Production Server is hosted as set out below. 2.2 Production Server means the primary server on which the Cloud Components are installed and are running in production. 2.3 Telecommunications Lines means the telecommunications lines between the Premises and the Customer's premises. 3. Cloud Service 3.1 Allegro shall provide a Cloud service to the Customer in accordance with the Cloud service policy set out in Appendix 1 to this Agreement and Maintenance and Support Services in accordance with the Maintenance and Support Services policy set out in Appendix 2 to this Agreement. 4. Telecommunications 4.1 The Customer shall be solely responsible for the Telecommunications Lines, unless otherwise agreed between the Parties. 4.2 In the event of any failure in the Telecommunications Lines or in the telecommunications lines between the Premises or the Customer's premises and any third party premises, the Customer will notify Allegro of the failure and it shall be the responsibility of the Customer to ensure that the relevant authority is informed forthwith in order that any necessary remedial work may be undertaken. 5. Professional Services 5.1 Any services provided to the Customer by Allegro, other than the Cloud service described in Clause 3 of this Agreement, shall be subject to Order Forms that may be agreed from time to time between Allegro and the Customer. Unless otherwise agreed in the relevant Order Form, the provisions of this Clause 5 shall be incorporated into and made a part of each Order Form. Fees shall be paid by the Customer at the rate set out in the relevant Order Form. In the event of a conflict between the terms of an Order Form and the terms of this Clause 5, the terms of the Order Form shall prevail. 5.2 Services are provided at the Customer's request and the Customer accepts that it is responsible for verifying that the applicable services are suitable for its own needs. 5.3 All dates and timescales for delivery or completion of the services are estimates only. Allegro will use commercially reasonable efforts to adhere to any dates or timescales agreed upon by the Customer and Allegro, but Allegro will not be liable in any manner for failure to complete any work by any date or any timescale specified. 5.4 For the duration of the provision of any services, if any Allegro consultant or personnel is prevented from carrying out his or her work due to illness, accident, or any other cause outside Allegro's reasonable control, commercially reasonable efforts shall be made by Allegro to provide replacement personnel of equivalent skills and experience if requested by the Customer, but only if such incapacity continues for at least 7 days. 5.5 Allegro reserves the right in its absolute discretion to replace any consultant or personnel who is designated to perform or who actually performs the services with other suitably qualified personnel provided that Allegro informs the Customer 14 days prior to such replacement unless circumstances do not permit, in which case Allegro shall inform the Customer as soon as it is reasonably practicable. 5.6 The Customer acknowledges that Allegro consultants or other personnel are entitled to attend internal company meetings and be absent on long and short term leave and that Allegro is under no obligation to provide replacement personnel during such periods of absence unless such period of absence continues for longer than 10 working days. Allegro shall inform Customer of such meetings or leave as soon as is reasonably practicable. 5.7 Any obligation on Allegro to replace consultants or personnel is subject to Allegro having suitable personnel available to it at the relevant time. 5.8 Subject to payment of the applicable fees, the Customer is hereby granted a non-exclusive and non- transferable license for the Subscription Period to use the product of any services in connection with the Customer's own internal business purposes only but for no other purpose whatsoever. 6. Other Terms and Conditions 6.1 Clause 5 through 14, inclusive, of the Subscription Agreement are incorporated into and made a part of this Agreement For purposes of this Clause 6, references in the Subscription Agreement to the Subscription Agreement shall be deemed to refer to this Agreement, and references in the Subscription Agreement to the Subscription Service shall be deemed to refer to the services described in Clause 3 and Clause 5 of this Agreement In the event of a conflict between the terms of this Clause 6. 1, including without limitation, the incorporated terms of the Subscription Agreement, and the other terms of this Agreement, the other terms of this Agreement shall prevail. 6.2 Upon the request of Allegro and with the Customer's prior written consent, Allegro shall be released from this Agreement and the Customer shall enter into a novation of this Agreement with any Affiliate of Allegro designated by Allegro. The Customer's consent in this regard shall be not be unreasonably withheld or delayed. Executed and agreed by the parties: Allegro development Corporation City of Denton I oU Signature: Signature: Colm Casey Todd Hileman Print Name: Print Name: Title: General Counsel Title: City Manager Date: 6/8/2020 Date. 6/24/2020 Appendix 1 Cloud Service Policy A. Backups 1. Allegro will backup Customer's database on a daily basis. Allegro will retain full database backup for a minimum period of 3 months. 2. Allegro will, within 24 hours (calculated within Normal Service Hours as defined herein) of notice from Customer, restore a previous database backup. Partial restore of databases is not available. B. Data Security 1. Allegro has a tightly controlled operating environment which is externally audited according to SSAE18 standards annually. Allegro has a suite of controls and safeguards for the hosting and/or processing of data belonging to the Customer. C. Downtime 1. If during any Year, the Cloud service shall be available to a Customer for less than 991/6 of Normal Service Hours the Customer may, by notice to be delivered to Allegro no later than 21 days following the end of the relevant Year, request a 1% (one per cent) reduction in the annual Subscription Fees due under the Subscription Agreement in respect of the following Year. 2. For the purpose of calculating whether or not the service shall be available to the Customer: The Cloud service shall be considered available if its functionality can be accessed through the system login screen by the Customer, notwithstanding that an issue requiring Support Services may be present within the service upon such login. 3. For the purposes of this Policy: 3.1 'Normal Service Hours' means 09.00 am to 06.00 pm Central Time, Monday to Friday (excluding public holidays), and excluding also 3.1.1 any hours during which Allegro or any third party service provider shall have suspended or interrupted the service for the undertaking of scheduled maintenance of the Product (including the installation of updates and upgrades) or of any equipment on which the Product shall from time to time be installed. Allegro will use commercially reasonable efforts to schedule maintenance outside of Normal Service Hours; 3.1.2 any other hours during which Allegro or any third party service provider shall have suspended or interrupted the service in order to take Customer requested emergency maintenance measures; 3.1.3 any hours when the service shall not have been available as a result of circumstances of force majeure as defin ed in the Subscription Agreement or attributable to any telecommunication network; 3.1.4 any hours when the service shall not have been available to Customer as a result of any act or omission on the part of Customer. 3.2 'Year' means a period of twelve consecutive months commencing on the Subscription Agreement Start Date. D. Disaster Recovery. In disaster recovery situations, Allegro shall provide the following services: 1. Allegro shall liaise with the Customer as necessary to restore Production Services and shall use commercially reasonable efforts to restore the Cloud Service on the Production Server. 2. Allegro shall liaise with the Customer in respect of transferring back the Cloud Service to the Production Server when the disaster recovery situation has been resolved. Appendix 2 Maintenance and Support Services A. Maintenance and Support Services Support Services. Allegro shall use commercially reasonable efforts to respond to Customer enquiries or error reports during the designated Support Hours as defined below. The Customer will complete in every case an error report in the form made available to Customer. Allegro will not be obliged to commence work on any error until it has received the error report form correctly completed by email. The Customer will promptly provide Allegro with all information and materials reasonably required by it for the purpose of investigation, diagnosis and correction of any reported error. Allegro will not be liable for failure to provide, or any delay or error in providing, the Support Services resulting from the Customer's failure or delay in complying with this provision. The Support Services does not include any services which are required or provided in respect of any error or problem: (i) resulting from incorrect use of the service or operator error; (ii) in or attributable to the access equipment or other equipment and programs used in conjunction with the service or attributable to any matter external to the service or the host computer; (iii) in or attributable to any telecommunication network; (iv) which has been caused by any factor outside the control of Allegro Support Hours. 09.00 am to 06.00 pm Central Time, Monday to Friday (excluding local bank holidays) Response and Target Rectification Times. Allegro and the Customer shall - acting reasonably - agree the priority of the service request in accordance with the categories set out below, classified as an incident when impacting the availability of the Subscription Service, and a defect in the case of a non -conformity in the Product. Response Times and Target Resolution Periods run from the time of receipt during Normal Service Hours by Allegro of the error report sent by the Customer. Priority 1 - System down; when complete failure of the hosting infrastructure and/or system components under the exclusive control of Allegro has been established, such that the Customer's solution environment fails to respond to HTTP requests, and the Customer's Internet connectivity and browser performance is confirmed to be satisfactory by Allegro. Priority 2 - Critical business function(s) are impaired or degraded causing significant operational impact; the incident is causing major inconvenience and manual work and no work-arounds exist. Priority 3 - Services are degraded, with non-critical functionality restricted and some operational impact; the Product is not working according to the specification set out in the user guide included in the Documentation or is producing incorrect results but work rounds exist which will solve the problem. Priority 4 - Services are impaired but a work -around is possible with no material operational impact; minor inconvenience requiring no additional manual work has occurred but work rounds exist to solve the problem. Severities are upgradable and down-gradable by mutual consent between the Customer and Allegro. The Response Times and Target Resolution Periods for incidents are as follows: Priority 1: Response Time 2 hours from Customer escalation. Target Resolution Period 8 hours; Priority 2: Response Time 8 hours from Customer escalation. Target Resolution Period 1 day; Priority 3: Response Time 1 Working Day from Customer escalation. Target Resolution Period 5 Working Days; Priority 4: Response Time 10 Working Days from Customer escalation. Allegro will inform Customer of the anticipated resolution timeframe as soon as possible. 'Working Day'shall mean any day except Saturday, Sunday, and any day which is a public holiday in the United States. Updates. From time to time Allegro may develop updates, fixes, solutions to problems or bugs, or other enhancements, or modifications, to the Product ("Updates"). Allegro shall incorporate Updates to the service provided to Customer at no additional charge to Customer, when and if available. Customer agrees to provide such co-operation in respect of Updates as may reasonably be required. From time to time, Allegro makes available new optional features and modules available for an incremental fee. These are not considered part of Updates. i0H Allegro City of Denton 901B Texas Street, Denton, Texas 76209. Lori Hewell 5 June 2020 ORDER FORM ALGP920/2020 ("Order Form") Dear Lori, Following your request, we are pleased to submit an Order Form which includes this page in accordance with and subject to the terms and conditions of the License Agreement between City of Denton (the "Customer") and Allegro Development Corporation, a member of the ION Group ("ION'), provided 16 April 2020 (the "Agreement"). The terms of the Agreement are incorporated herein by reference. In the event of a conflict between the terms of the Agreement and the terms of this Order Form, this Order Form will take precedence. Capitalized terms not otherwise defined shall have the meaning ascribed to them in the Agreement. In order to accept this Order Form, please sign it and return all pages to corporatesalesp_iongroup.com This Order Form is valid up to and including 26 June 2020. Sincerely, Allegro Development Corporation • 10 N Allegro • 1. ION SERVICES ION will provide assistance to the Customer, in accordance with the document entitled "City of Denton: Allegro implementation", dated 29 April 2020 (the "Presentation"), set out in Appendix 1. Assumptions and dependencies Please refer specifically to the assumptions and dependencies on the Customer detailed in the Presentation. Dates for the ION Services will be agreed between ION and the Customer following signature of this Order Form. a) Applicable Fees DESCRIPTION FEES ION Services — Allegro implementation (144 days @ $2,050 per day) $ 295,200 ION Services — ION Cloud set-up $ 15,000 TOTAL $ 310,200 All amounts are in USD and do not include taxes or duties. 2. INVOICING Invoices for ION Services — Allegro implementation will be issued monthly in arrears. The invoice for ION Services — ION Cloud set-up will be issued upon signature of this Order Farm. Travel and expenses may be invoiced in arrears. 3. ACCEPTANCE FOR AND ON BEHALF OF FOR AND ON BEHALF OF ooc/Ius/Iignle��a by of Denton U&a�%Rgy?Iopment Corporation �aa C1tU,�AJA. G. -ti Signature-oau onzed person 994 n6-1 Signature of authorized person Todd Hileman Colm Casey Printed Name Printed Name City Manager General Counsel Title Title 6/24/2020 6/8/2020 Date Date i0m Allegro i Appendix 1 U o o 0 LU ,o 4-0 C14 .�. E J Q .) r E 0 Cl 0 b� o - c G � Q LI, Q N O 0 v ca a� �s o U 0 O Q O v m C/ O Q = 0 0 0 v Q) E C- 0 Q) E Ln v V) Q) O 4--J a _ X O 4-J Ln U Q 0 0 0 0 N V) W ^� a - Y O W }' Q O (� O }! 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O Z a; CL V N aJ L .Q n� W L ncr W L L O W W m E 01 s 4- 0 c O :-J m V O m -, E �4! 0 Q 0- s� H � N m CD M-� ti Ln aa! r[ CD CD Ln CD Lf) O "t - cD Ln m I Ck W N R N Ln Ln CD cv LM "- CDar ov o oLn Nrl Ln aA cD •>S Lm ti s u cn CD U-) p to N I a� O (D C O V) 4J 4-1 O ca v T c u C O QJ N Ln m C .:1 4- C O E v C) N N v u N N 7D v L O Q) u O N a, CD CD Lo L CD Ln N Ln cD Ln m M N .�-i N R N Ln Ln CD Ln "- Ln aA cD •>S Lm ti s u cn M v a + N a� O (D C O V) 4J 4-1 O ca v T c u C O QJ N Ln m C .:1 4- C O E v C) N N v u N N 7D v L O Q) u O N a, CD CD L L N Ln cD Ln m M N .�-i � R N M a� O (D C O V) 4J 4-1 O ca v T c u C O QJ N Ln m C .:1 4- C O E v C) N N v u N N 7D v L O Q) u O N a, L L � R N E c •>S s u •a v a + a� u w i LL a� O (D C O V) 4J 4-1 O ca v T c u C O QJ N Ln m C .:1 4- C O E v C) N N v u N N 7D v L O Q) u O N DocuSign Envelope ID: D22FB578-64FE-464E-8F14-5F51 E9A481308 City of Denton RFP for Energy Trading Risk Management Software ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental enti 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. misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. �� ❑ Check this box if you are tiling an update to a previously fila! questionnaire. An offense under this section is a (The law requires that you file an updated completed questionnaire with the appropciale filing authority not later than the Th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccuralte-) `a me of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (i[rm.3 including subparts A, 8, 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 CI¢ 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 Ilial, investment income, from or at the direction of the local government otlicer named in this section AND the taxable income is not received from the local govrmmental entity? ® Yes E] 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. NA Lex I have no Conflict of interest to disclose. Signature f vendor doing business with the governmental entity Date RFP 6804 - Main Document Page 19 of 20 Certificate Of Completion Envelope Id: D22FB57864FE4B4E8Fl45F5lE9A48BO8 Subject: Please DocuSign: City Council Contract 6804 ETRM Source Envelope: Document Pages: 42 Signatures: 9 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 6/8/2020 9:55:14 AM 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 lod.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 Colm Casey colm.casey@iongroup.com General Counsel Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/8/2020 10:30:35 AM ID:d2b7c882-d6b8-4a9f-992d-5c5a9fa54aff Holder: Lori Hewell lori.hewell@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 [ID Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 ED-US''g -d by: 7F9D3288F0204E5... Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 CDocuSigned by: �L-1 D6F4D1 . Signature Adoption: Drawn on Device Using IP Address: 51.171.93.119 Docu R 31CUaaa 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 Sel It: 6/8/2020 10:13:03 AM Viewed: 6/8/2020 10:13:17 AM Signed: 6/8/2020 10:14:12 AM Sent: 6/8/2020 10:14:14 AM Viewed: 6/8/2020 10:14:42 AM Signed: 6/8/2020 10:14:50 AM Sent: 6/8/2020 10:14:52 AM Viewed: 6/8/2020 10:26:20 AM Signed: 6/8/2020 10:29:58 AM Sent: 6/8/2020 10:30:02 AM Viewed: 6/8/2020 10:30:35 AM Signed: 6/8/2020 11:09:17 AM Signer Events Antonio Puente, Jr. antonio.puente@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/8/2020 11:38:41 AM ID:f157b24a-8e77-4832-b38a-345f7e6543a5 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator 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 City Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/24/2020 11:34:10 AM ID: 6a897deb-e80f-4e2f-9692-6407ab5dee82 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Signature ED—Sig-d by: V1611ki6 r ln{t./ ,hY'. E3760944C2BF4B5... Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Completed Using IP Address: 198.49.140.104 Dx/uSl nIgned by: eec711BA0D454... Signature Adoption: Pre -selected Style Using IP Address: 47.186.196.49 ERD—SignedP by: 1CSCASCSE175493. Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 Signature Status Status Status Status Status C[IPIED Timestamp Sent: 6/8/2020 11:09:20 AM Viewed: 6/8/2020 11:38:41 AM Signed: 6/8/2020 11:39:09 AM Sent: 6/8/2020 11:39:13 AM Viewed: 6/24/2020 8:43:01 AM Signed: 6/24/2020 8:43:38 AM Sent: 6/24/2020 8:43:41 AM Viewed: 6/24/2020 10:45:48 AM Signed: 6/24/2020 10:46:05 AM Sent: 6/24/2020 10:46:09 AM Viewed: 6/24/2020 11:34:10 AM Signed: 6/24/2020 11:35:28 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 6/8/2020 10:14:14 AM Carbon Copy Events Status Timestamp Not Offered via DocuSign Sherri Thurman PIED Sent: 6/8/2020 11:39:13 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina ParkerPIED Sent: 6/24/2020 11:35:33 AM Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Enc,rypted 6/24/2020 11:35:33 AM Certified Delivered Security Checked 6/24/2020 11:35:33 AM Signing Complete Security Checked 6/24/2020 11:35:33 AM Completed Security Checked 6/24/2020 11:35:33 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: Colm Casey, Antonio Puente, Jr., 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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