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22-1504ORDINANCE NO. 22-1504 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A FOURTH AMENDMENT TO ACONTRACT BETWEEN THE CITY OF DENTON AND SCHNEIDER ELECTRIC SMART GRID SOLUTIONS, LLC, FORMERLY TELVENT USA, LLC, AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON MAY 7, 2013, IN THE NOT-TO-EXCEED AMOUNT OF$491,813.75; SAID FOURTH AMENDMENT TO CONTINUE TO PROVIDE VENDOR SUPPORT OF THE DENTON MUNICIPAL ELECTRIC (DME) ARCFM SOLUTION ANDASSOCIATED SOFTWARE MODULES ALONG WITH NEW HARDWARE AND SOFTWARE UPGRADES, WHICH IS THE SOLE PROVIDER OF THESE ITEMS, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENTOF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8048 – PROVIDING FOR ATWO (2) YEAR TERM AND AN ADDITIONAL FOURTH AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $95,000.00). WHEREAS, on May 7, 2013, by Ordinance No. 2013-118, the City awarded a contract toTelvent USA, LLC, in the amount of $491,813.75, for the purchase of a Geographic Information/Facilities Management System (GIS) software products for core operations, enhanced web-based GIS, and a new Outage Management System; and WHEREAS, on October 18, 2016, by Ordinance No. 2016-322, City Council awarded a First Amendment to Telvent USA, LLC, in the amount of $129,401.00, for vendor support of the Denton Municipal Electric (DME) ARCFM Solution and associated software modules along with new hardware and software upgrades; and WHEREAS, on August 8, 2018, Purchasing awarded a Second Amendment to Telvent USA, LLC, in the amount of $4,667.00, for vendor support of the Denton Municipal Electric (DME) ARCFM Solution and associated software modules along with new hardware and software upgrades;and WHEREAS, on March 3, 2020, by Ordinance No. 20-498, the City Council awarded a Third Amendment to Telvent USA, LLC, in the amount of $142,000.00, to provide continued vendor support of the Denton Municipal Electric (DME) ARCFM Solution and associated software modules along with new hardware and software upgrades; and WHEREAS, on April 8, 2022, Purchasing executed a Name Change with Schneider Electric Smart Grid Solutions, LLC, formally Telvent USA, LLC; and WHEREAS, this procurement was undertaken as part of the City’s governmentalfunction; and WHEREAS, the additional fees under the proposed Fourth Amendment are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Fourth Amendment, increasing the amount of the contract between the City and Schneider Electric Smart Grid Solutions, LLC, formerly Telvent USA, LLC, which is on file in the office of the Purchasing Agent, in the amount of Ninety-Five Thousand and 00/100 ($95,000.00), is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. 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 is hereby authorized to execute any contracts relating to the items specified in Section 1, and the expenditure of funds pursuant to said contracts is herebyauthorized. 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. a=•••n= Th, m,ti,„ t, ,pp„„, thi, „di„,„„ w„ m,d, by ---ieHe M iS m seconded by BriAn &ck , the ordinance was passed and approved by the following vote [] -U Aye V/ 32 y/Ja,/ 1/r Nay Abstain Alnent 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: PASSED AND APPROVED this the day of J@ IP rd#gh_. \\\11111111 ATTEST: ROSA RIOS, CITY SECRETARY Za APPROVED AS TO LEGAL FORM:MACK RErNWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn. o. \ Jk6L::=: IT„:, F,T,T=„@,ity,fd, Date: 2022.08.10 1 6:47:21 -05'OO' BY:VLfxkdthx DocuSign Envelope ID: 2D9793DD-50C)DJ+020-926D-56EBD160BE7D DENTON Docusign City Council Transmittal Coversheet FILE 1 8048 Schneide Software Support Amendmentr NO 22 1504 File Name Purchasing Contact chrlsta Chrls tian City Council Target Date AUGUST 16’ 2022 Piggy Back Option Contract Expiration Ordinance AUGUST 16, 2024 DocuSign Envelope ID: 2D9793DD-500D4020-926D-56EBD160BE7D ScbrlfjfIsr Small Utility Enterprise License AgreementCity of Denton, Texas, a Texas Municipal CorporationAmendment No. 4 In accordance with the terms and conditions of the Small Utility Enterprise License Agreement (“Agreement” or “ELA“) between City of Denton, Texas, a Texas Municipal Corporation (“Licensee”), and Schneider Electric Smart Grid Solutions, LLC, formerly Telvent USA, LLC (“Schneider Electric“ or “Telvent“), Contract No. 5770, the parties hereby wish to amend the Agreement for the purpose of extending the ELA for an additional two (2) years and change the contract number &om 5770 to 8048. The terms of the Agreement shall be amended as follows. Article 6, Term. Termination, and Renewal The paragraph a. a-=;iicle 6 shall be deleted and replaced with the following provision, with changes shown in italics. a.Term: The license granted by this ELA Amendment 4 is for an additional fwo (2) years from the Effective Date, unless terminated earlier as provided herein. The term of all licenses and the authorized period of use for all Enterprise Software deployed by Licensee shall be concurrent with the term of this ELA Amendment. No indefinite or perpetual term license grants are provided with this ELA. For the avoidance of doubt, the term of this Amendment 4 shall be from December 1. 2022 through November 30, 2024. In Exhibit 2 – Enterprise Software, the list of Schneider Electric proprietary software to which Licensee shall have access to during the term of this Amendment 4 shall be as follows: • ArcFM • ArcFM Editor XI • ArcFM Viewer • ArcFM Mobile • Designer • Designer XI • Designer Express • Network Adapter • Responder • Fiber Manager • ArcFM Viewer with Redliner • ArcFM Viewer with Inspector• ArcFM Web • ArcFM Geodatabase Manager • Wavepoint • Conduit Manager • Responder Adapters Exhibit 3 – ELA Fees Schedule, shall be deleted and replaced with the following. Licensee shall pay the following ELA Fees for the duration of this Amendment 4. Payment for each year shall be due within 30 days of receipt of an invoice from Schneider Electric. Page 1 Internal DocuSign Envelope ID: 2D9793DD-500D4020-926D-56EBD160BE7D SchrlfIle[ Year 1 December 1, 2022 November 30, 2023 $47,500 Year 2 December 1, 2023 November 30. 2024 $47,500Total Annual Fee For a two year not to exceed amount of §95,000 This Amendment constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandingsregarding the matters of this Amendment. In the event of a conflict between 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 not specifically amended as provided herein shall remain unchanged and in full force and effect. Accepted and Agreed: City of Denton, Texas, a TexasMunicipal Corporation Schneider Electric Smart Grid DocuSigned by: SMA A%.4% Solutions SignatureSignature: Printed Name :Sara Hensley Printed Name: Drew Dltter Title. C1 ty Manager Date: 08/16/2022 Title:Globa1 operatIons Director Date: 7/18/2022 Page 2 Internal DocuSign Envelope ID: 2D9793DD-500D4020-926D-56EBD160BE7D IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. CITY OF DENTON, TEXAS 'DocuSlgned by:h Hoq&y HENSLEYg Antonlo Puente PRINTED NAME CITY MANAGER G RE DME Genera1 Manager TITLE ATTEST: ROSA RIOS, CITY SECRETARYE1 ectrl c DEPARTMENT BY: IRI APPROVED AS TO LEGAL FORM: MACK REHqWAND , CITY ATTORNEY [k>cuSign Certificate Of Completion Envelope Id: 2D9793DD500D4020926D56EBD160BE7D Subject: Please DocuSign: City Council Contract 8048 Schneider Software Support Amendment Source Envelope: Status: Completed Document Pages: 4 Certificate Pages: 6 AutoNav: Enabled Signatures: 6 Initials: 1 Envelope Originator: Christa Christian Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/1 3/2022 10:23:48 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) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 7/1 3/2022 11 :06:30 AM Viewed: 7/1 3/2022 1 1 :06:42 AM Signed: 7/1 3/2022 11 :07:22 AM Completed Using IP Address: 198.49.140.104 Tabitha Millsop tabitha.millsop@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 7/1 3/2022 1 1 :07:24 AM Viewed: 7/13/2022 12:10:13 PM Signed: 7/13/2022 12:10:21 PM Signature Adoption: Pre-selected Style 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) 'DwuSign•d brIC IMartLLhthhh ,4B070831B4AA438 Sent: 7/13/2022 12:10:23 PM Viewed: 7/1 5/2022 10:19:22 AM Signed: 7/1 5/2022 10:20:02 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Drew Ditter d rew.ditter@se.com Global Operations Director Schneider Electric Smart Grid Solutions, LLC. Security Level: Email, Account Authentication(None) 'DocuS}gn•d brI hw OatH.04CEFA4FC(AD4C6 Sent: 7/1 5/2022 10:20:04 AM Resent: 7/1 5/2022 12:16:04 PM Resent: 7/1 5/2022 12:17:38 PM Viewed: 7/18/2022 10:27:02 AM Signed: 7/18/2022 11:10:12 AMSignature Adoption: Pre-selected Style Using IP Address: 165.225.10.81 Electronic Record and Signature Disclosure:Accepted: 7/18/2022 10:27:02 AMID: a9dcb3ec-a63ezlab5-964f-322351 16f571 Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 7/18/2022 1 1:10:14 AM Viewed: 7/1 8/2022 2:32:34 PM Signed: 7/1 8/2022 2:32:51 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 7/1 8/2022 2:32::M PMID: de21b813-52bb212f4-9136-99045670c2d9 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 Completed Sent: 7/1 8/2022 2:32:55 PM Viewed: 8/17/2022 8:22:06 AM Signed: 8/1 7/2022 8:22:26 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 8/17/2022 8:22:29 AM Viewed: 8/1 7/2022 8:23:11 AM Signed: 8/1 7/2022 8:23:22 AM Signature Adoption: Pre-selected Style 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 bF I Ran R&% IC5CA8C5EI 75493 Sent: 8/17/2022 8:23:24 AM Viewed: 8/1 7/2022 1 :41 :24 PM Signed: 8/1 7/2022 1 :41 :44 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/1 7/2022 1 :41 :24 PMID: 85013305-a946zlf6b-952b-315850bcd49e In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status 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 Timestamp Sent: 7/1 3/2022 1 1 :07:24 AM Carbon Copy Events 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 Status Timestamp Sent: 7/18/2022 2:32:54 PM Viewed: 7/19/2022 10:32:38 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/17/2022 1 :41 :46 PM Viewed: 8/1 7/2022 3:42:52 PM Mark Zimmerer mark.zimmerer@cityofdenton.com Electric Engineering Supervisor Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 7/18/2022 1 :28:41 PMID: 79c223f8-d900J+558-9eb9-21104dbale4e Sent: 8/1 7/2022 1 :41 :47 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 7/1 3/2022 11 :06:30 AM 8/1 7/2022 1 :41 :24 PM 8/17/2022 1 :41 :44 PM 8/17/2022 1 :41 :47 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: Drew Ditter, Antonio Puente, Rosa Rios, Mark Zimmerer 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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