Loading...
22-1105ORDINANCE NO. 22-1105 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNicnALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH ALLEGRO DEVELOPMENT CORPORATION, FOR THE ENERGY TRADING ANDRISK MANAGEMENT APPLICATION FOR DENTON MUNICIPAL ELECTRIC, WHICH ISTHE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OFCOMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT 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 7916 – AWARDEDTO ALLEGRO DEVELOPMENT CORPORATION, IN THE EIGHT (8) YEAR NOT-TO- EXCEED AMOUNT OF $1,658,561.00). 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 fromone source 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 in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The following purchase of materials, equipment or supplies, as described in 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 7916 Allegro Development Corporation $1 ,658,561.00 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 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. 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. Th, „Uti,„ t, ,pp„„ thi, „di„,„„ w„ m,d, by b ian hcl and seconded by brAMDr\ (>% FAthe . This ordinance was passed and approved bythe following vote [1 - a] : Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: P‘/7 //Z/ PASSED AND APPROVED this the IA day of Tupe , 2022. mMA ATTEST: ROSA RIOS, CITY SECRETARY t\\\11111111 aa- APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella DN: cn=Marcella Lunn, o, \,IU\\h ::=::„I, FSEIF,nJ„@,i,yddenton.com. c=US Date: 2022.05.1 3 15:10:24 -05'OO' \>dUcaL\ DocuSign Envelope ID: B53E2617-E615-1155-98F94E46BE65AA7C DENTON Docusign City Council Transmittal Coversheet FILE 7916 File Name ETRM Extenslon Purchasing Contact ChrIsta ChrIstIan City Council Target Date JUNE 7 ’ 2022 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e rUNE 7, 2030 22-1105 DocuSign Envelope ID: B53E2617-E615'+155-98F9-4E46BE65AA7C Renewal Amendment to Contract (Contract 7916) This Renewal Amendment to Contract (Contract 7916) (this Amendment) is entered into between City of Denton, Texas (Subscriber) and Allegro Development Corporation. Background Subscriber and Allegro Development Corporation have previously entered into Contract (6804), 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: 1 Effective Date The terms of this Amendment are effective as of the latest date in the signature block. 2 Updated Notices Addresses The agreement is amended to reflect the following updated notice address for City of Denton: Cityof Denton, Ann: Purchasing 90 1-B Texas Street, Denton, Texas 76209 Allegro Development Corporation, 600 N. Pearl Street, Suite 2000, Dallas, TX 75201, with . .. . . .. . corporatesa1 es@iongroup. comadditional copy emailed to 3 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 7916. 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: B53E2617-E615-+155-98F9'+E46BE65AA7C Authorized Signatures City of Denton, Texas Allegro Development Corporation DocuSlgned by: By: L eH Name: Sara Hensley Name. colm Casey Title: City Manager 06/07/2022Date: ' ’ Title: Genera1 Counse1 5/12/2022Date : THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. %ltonlo Puente, Jr SIGNATURE PRINTED NAME DME Genera1 Manager TITLE Electr1 c DEPARTMENT ATTEST:APPROVED AS TO LEGAL FORM DocuSlgned by: AWtLLLa(JAPWLBY: ROSA RIOS, CITY SECRETARY MACK RENWAND, CITY ATTORNEY 2 DocuSign Envelope ID: B53E2617-E6154155-98F9-+E46BE65AA7C ATTACHMENT 1 Amendment Agreement 1 This Amendment (the “Amendment”) is made on the date set out below between: Allegro Development Corporation, a Delaware corporation, whose principal place of business isat 600 N. Pearl St., Suite 2000, Dallas, TX 75201 (“Allegro”); and City of Denton, a Texas home rule municipal corporation with an address of 901B Texas Street,Denton, Texas 76209, United States (“Client”). Whereas Allegro and the Client entered into a Subscription Agreement, dated June 24, 2020, (the"Agreement”); and Whereas the parties now wish to amend certain terms of Agreement IT IS HEREBY AGREED: 1. This Amendment 1 comprises an amendment to the Agreement and shall supplement and formpart of the Agreement. To the extent that there is any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail. 2. Effective from date of signature of this Amendment, the Subscription Period set out in Schedule1 of the Agreement is abrogated and replaced with “The Subscription Start Date through to 31December 2026”. 3. Except as expressly provided in this Amendment 1 , all the terms and conditions of the Agreementshall remain in full force and effect. Executed by the parties: OF THE CLIENT .MiIWFHALF OF ALLEGRO// SMA AooZe# Sara Hens1 ey Printed Name ;E=:msimF;in Colm Casey Printed Name C1 ty Manager Genera1 Counse1 Position 5/12/2022 Date DocuSign Envelope ID: B53E2617-E615-4155-98F9~+E46BE65AA7C Ar-rACHMENT 2 CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental entit' e 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-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 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 dayafter 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. n/a 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 govemment officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?= ,"E ,„, 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? E ,“n ,„, D.Describe each employment or business and family relationship with the local government officer named in this section NO 4 5 [] I have no Conflict of Interest to disclose. 5/12/2022 tRng business with the governmental entity Date [k)cuSign Certificate Of Completion Envelope Id: B53E2617E61 5415598F94E46BE65P,A7C Subject: Please DocuSign: City Council Contract 7916 - ETRM Extension Source Envelope: Document Pages: 5 Status: Completed Certificate Pages: 7 AutoNav: Enabled Signatures: 8 Initials: 1 Envelope Originator: Christa Christian 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 5/1 0/2022 11 :57:47 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 5/1 0/2022 12:15:30 PM Viewed: 5/1 0/2022 12:15:40 PM Signed: 5/10/2022 12:16:12 PM Completed Signed by link sent to christa.christian@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 5/10/2022 12: 16: 14 PM Viewed: 5/10/2022 12:59:37 PM Signed: 5/1 0/2022 12:59:52 PM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.104 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) Sent: 5/1 0/2022 12:59:55 PM Viewed: 5/10/2022 4:32:30 PM Signed: 5/1 0/2022 4:35:38 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 Colm Casey Calm.Casey@iongroup.com General Counsel OpenLink Financial LLC Security Level: Email, Account Authentication(None) Sent: 5/10/2022 4:35:41 PM Viewed: 5/12/2022 3:02:41 AM Signed: 5/12/2022 3:05:39 AM Signature Adoption: Pre-selected Style Signed by link sent to Colm.Casey@iongroup.com Using IP Address: 163.116.165.114 Electronic Record and Signature Disclosure: Signer Events Signature Accepted: 3/9/2022 3:11:13 PMID: fdf8a784-583d-426d-9283-ec2b64bd7d5a Timestamp Antonio Puente, Jr. Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Sent: 5/12/2022 3:05:43 AM Viewed: 5/1 2/2022 8:28:22 AM Signed: 5/1 2/2022 8:28:52 AM Signature Adoption: Pre-selected Style Signed by link sent to Antonio.Puente@cityofdenton.com Using IP Address: 47.184.121.244 Electronic Record and Signature Disclosure:Accepted: 5/12/2022 8:28:22 AMID: b40873b9-3ebd-462a-8ca6d42440913b48 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 5/12/2022 8:28:56 AM Viewed: 6/8/2022 8:30:48 AM Signed: 6/8/2022 8:31 :16 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: 6/8/2022 8:31 :20 AM Viewed: 6/8/2022 8:31 :50 AM Signed: 6/8/2022 8:32:01 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) Sent: 6/8/2022 8:32:05 AM Viewed: 6/9/2022 2:57:08 PM Signed: 6/9/2022 2:57:29 PM 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: 6/9/2022 2:57:08 PMID: 7ef79425-31c72lb1 4-a9bc-0ef89bbf0337 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: 5/10/2022 12: 16:14 PM I kevin Kirshner kevin.kirshner@iongroup.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 5/10/2022 4:35:41 PM Viewed: 5/12/2022 4:00:19 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: 5/12/2022 8:28:56 AM Viewed: 5/12/2022 8:50:19 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/9/2022 2:57:32 PM Viewed: 6/9/2022 3:06:55 PM Smith Day smith.day@cityofdenton.com Ex. Mgr. Regulatory & Risk Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/9/2022 9:17:34 AMID: 75ee845e-le244f80-bf40-6bf7b386e20d Sent: 6/9/2022 2:57:33 PM Viewed: 6/9/2022 3:03:41 PM Linda Ames linda.ames@cityofdenton.comAdministrative Assistant III City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/9/2022 2:57:34 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 5/10/2022 12:15:30 PM 6/9/2022 2:57:08 PM 6/9/2022 2:57:29 PM 6/9/2022 2:57:34 PM 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: Colm Casey, 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 ofthis 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 3rating Systems0 Browsers (for SENDERS' Browsers (for SIGNERS): r I mlet Explorer 6.o?, Mozilla FireFox 1.oNetSca]7.2 (or above Mess to a valid email account 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 via roxy 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.