22-60422-604ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH OTC GLOBAL HOLDINGS LP, FOR THE RENEWAL OF ENERGY MARKET
PRICE DATA (ETRM) SOFTWARE FOR DENTON MUNICIPAL ELECTRIC, WHICH ISTHE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCALGOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OFCOMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE AREEXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BEAWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7917 – AWARDEDTO OTC GLOBAL HOLDINGS LP, IN THE EIGHT (8) YEAR NOT-TO-EXCEED AMOUNT
OF $349,800.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including items that are only available from onesource because of patents, copyrights, secret processes, or natural monopolies; films,
manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned inthe above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment, or supplies as describedin the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILENUMBER VENDOR AMOUNT
7917 OTC Global Holdings LP $349,800.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including items that
are only available from one source because of patents, copyrights, secret processes, or naturalmonopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public librarythat are available only from the persons holding exclusive distribution rights to the materials and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or their designee, is hereby authorized to execute the
contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds
pursuant to said contract is hereby authorized.
SECTION 5. 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 their designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by amb_L and
seconded by Al \\foR }/\ Moi re . This ordinance was passed and approved bythe following vote La - L] :
Aye
aP-7--+/-7
Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck, District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the 5th day of Ap'i ). 2022
K#Y(
ATTEST:
ROSA RIOS, CITY SECRETARY bUll
aa
: n• f I +: \ 1 : H +:Ag F : F : ++: : t r1
, { '. -.: : }'/"
r' \
;
I
\q
I
J
' 'i /'; - i
I
\\
.by: I :tIt ?)feb//‘
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Q:::’~’"“~““"DN: cn=MaKella Lunn, o,of Denton,
unn@cityofdent
Date: 2022.03.1 1 15:51 :20 -06'00'
DocuSign Envelope ID= 9DC29A3D-E0094A96-B464-72BEF3CEB736
DENTON
Docusign City Council Transmittal Coversheet
FILE 7917
MarketFile Name Data Extens1 on
Purchasing Cor,ta,t c h'i;t’ ch'1'ti’-
City Council Target Date APRIL 5 ’ 2022
Piggy Back Option Not Applicab1 e
Contract Expiration
Ordinance
APRIL 5, 2030
22-604
DocuSign Envelope ID: 9DC29A3D-E0092IA96-B464-72BEF3CEB736
Renewal Amendment to Contract
(Contract 7917)
This Renewal Amendment to Contract (Contract 7917) (this Amendment) is entered into between City ofDenton, Texas (Subscriber) and OTC GLOBAL HOLDINGS LP (OTCGH).
Background
Subscriber and OTC GLOBAL HOLDINGS LP have previously entered into Contract (IRQ 023), as
amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendmentwill have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows:
I Effective Date
The terms of this Amendment are effective as of the first of the month following the latest date in the
signature block.
2 Extension
3 The contract term will be four (4) years, effective from the start date through December 3 1, 2026.The Contract shall commence upon the Effective Date and shall automatically renew each year, in
accordance with the procedures set forth in the Agreement. At the mutual agreement of both
parties, the Contract may be further extended as needed, not to exceed a total of six (6) months.
4 Contract Amount
The contract total for the continued services shall not exceed $349,800.00.
5 Updated Notices Addresses
The agreement is amended to reflect the following updated notice address for City of Denton: Cityof Denton, AHn: Purchasing 901-B Texas Street, Denton, Texas 76209.
OTC Global Holdings, 5151 San Felipe, Suite 2200; Houston, TX 77056, with additional copy
marketi ng@eox1 ive . comemailed to
6 Updated contract number
This Amendment constitutes a new agreement beginning on the Effective Date between the parties
incorporating, except as amended herein, all the terms and conditions in the Agreement for all intentsand purposes Such Agreement will have contract number 7917.
Confirmation of Agreement
This Amendment (together with all exhibits attached hereto) constitutes the entire agreement betweenthe parties regarding the matters of this Amendment and supersedes all prior and contemporaneous
agreements and understandings regarding the matters of this Amendment. In the event of a conflictbetween this Amendment and the Agreement as it relates to the matters of this Amendment, the terms
of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in
full force and effect and likewise apply to this Amendment.
DocuSign Envelope ID: 9DC29A3D-E0094A96-B464-72BEF3CEB736
Authorized Signatures
OTC GL.LDINGS LP
By, IL 577143
Name: Sara Hensley x, Campbe11 FaulknerName: --'-"'-
Title: City Manager rn. . I Senior Vice PresidentTitle:
Date: 4/6/2022 Date. 3/9/2022
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
}Anton1 o Puente, Jr
PRINTED NAME
DME Genera1 Manager
TITLE
E1 ect ric
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: U
APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEY
2
DocuSign Envelope ID: 9DC29A3D-E009zIA96-B464-72BEF3CEB736
Exhiblt I
CONFLICT OF INTEREST QUESTIONNAIRE -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.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined 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 thedate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-I), 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 amisdemeanor.
rD Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
d Name of local government officer about whom the information in this section is being disclosed.NA
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 relationshipas defined by Section 176.001(1-a), Local Govemment 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 officernamed 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 D No
D.Describe each employment or business and family relationship with the local government officer named in this section.
NA
4
5
Ed I have no Conflict of Interest to disclose.
3/9/2022
ing business with the go'entlty Date
lk>cuSign
Certificate Of Completion
Envelope Id: 9DC29A3DE0094A96B46472BEF3CEB736
Subject: Please DocuSign: City Council Contract 7917 Market Data Extension
Status: Completed
Source Envelope:
Document Pages: 4
Certificate Pages: 6
Signatures: 6
Initials: 1
Envelope Originator:
Christa Christian
901 B Texas StreetAutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Denton, TX 76209
Christa.Christian@cityofdenton .com
IP Address: 198.49.140.10
Record Tracking
Status: Original
3/8/2022 2:01 :46 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Sent: 3/8/2022 2:05:00 PM
Viewed: 3/8/2022 2:05:10 PM
Signed: 3/8/2022 2:05:42 PM
Christa Christian
christa.christian@cityofdenton.com Completed
Senior Buyer
City of Denton Signed by link sent to
christa.christian@cityofdenton.com
Using IP Address: 198.49.140.10Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure;Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton,corn
Purchasing Manager
Sent: 3/8/2022 2:05:46 PM
Viewed: 3/8/2022 3:57:11 PM
Signed: 3/8/2022 3:57:41 PM
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to lori.hewell@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
•DocuSlgned by
IMawLLhUhA.'4B070831B4AA438.
Sent: 3/8/2022 3:57:43 PM
Viewed: 3/9/2022 3:01 :46 PM
Signed: 3/9/2022 3:33:50 PM
Signature Adoption: Pre-selected Style
Signed by link sent to
marcella.lunn@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Campbell Faulkner
faulkner.c@otcgh.com
Senior Vice President
Security Level: Email, Account Authentication(None)
Sent: 3/9/2022 3:33:54 PM
Viewed: 3/9/2022 3:40:17 PM
Signed: 3/9/2022 3:42:04 PM
Signature Adoption: Pre-selected Style
Signed by link sent to faulkner.c@otcgh.com
Using IP Address: 50.203.71.142
Electronic Record and Signature Disclosure:
Signer Events
Accepted: 3/9/2022 3:40:17 PMID: 9783f81d-c9754646-b92f-083146be34c8
Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityafdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)
Sent: 3/9/2022 3:42:06 PM
Viewed: 3/9/2022 4:38:58 PM
Signed: 3/9/2022 4:39:20 PM
Signature Adoption: Pre-selected Style
Signed by link sent to
Antonio.Puente@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 3/9/2022 4:38:58 PMID: 66053f70-79d34528-ale2<i92717855e99
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Completed Sent: 3/9/2022 4:39:23 PM
Viewed: 4/6/2022 8:20:47 AM
Signed: 4/6/2022 8:21 :30 AMSigned by link sent to
cheyenne.defee@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 4/6/2022 8:21 :33 AM
Viewed: 4/6/2022 8:25:31 AM
Signed: 4/6/2022 8:25:36 AM
Signature Adoption: Pre-selected Style
Signed by link sent to
sara.hensley@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)
'DocuSlgned by:I RauRLeI
,IC5CA8C5E 175493.
Sent: 4/6/2022 8:25:38 AM
Viewed: 4/6/2022 10:46:28 AM
Signed: 4/6/2022 10:48:01 AM
Signature Adoption: Pre-selected Style
Signed by link sent to rosa.rios@cityofdenton.com
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 4/6/2022 10:46:28 AMID: 328834b7-5e26496a-b665-05ef22669ae5
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status
Status
Timestamp
Certified Delivery Events Timestamp
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 3/8/2022 2:05:45 PM
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 3/9/2022 4:39:23 PM
Viewed : 3/9/2022 4:40:17 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 4/6/2022 10:48:04 AM
Viewed: 4/6/2022 11:54:41 AM
Smith Day
smith.day@cityofdenton.com
Ex. Mgr. Regulatory & Risk
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure;
Accepted: 4/5/2022 4:10:12 PMID: 7413a3a2-23ee2lf68-8cf7-9e7b3d844c33
Sent: 4/6/2022 10:48:05 AM
Linda Ames
linda.ames@cityofdenton.com
Administrative Assistant III
CIty of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 4/6/2022 10:48:06 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status Timestamps
3/8/2022 2:05:01 PM
4/6/2022 10:46:28 AM
4/6/2022 10:48:01 AM
4/6/2022 10:48:06 AM
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
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: Campbell Faulkner, Antonio Puente, Jr., Rosa Rios, Smith Day
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing @cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address. .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@ cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems
Browsers (for SENDERS'
Browsers (for SIGNERS)
r
I
I
NetSc;7.2 (or above
c
x
Email
Screen Resolution
Enabled Security Settings
• Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings viaroxy connection
## These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below:
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.