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Home My WebLink AboutRES 050923-5.G - Shell QSE AgreementRESOLUTION NO. 050923 -S-61 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 4 TO THE ENERGY MANAGEMENT AND QUALIFIED SCHEDULING ENTITY SERVICES AGREEMENT WITH SHELL ENERGY NORTH AMERICA (US), L.P.; REPEALING CONFLICTING RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Georgetown ("City") and Shell Energy North America (US), L.P. ("Shell") previously entered into an Energy Management and Qualified Scheduling Entity Services Agreement on December 11, 2019 ("Agreement") and amended the Agreement on August 11, 2020, July 26, 2022, and November 22, 2022; and WHEREAS, the City and Shell wish to amend certain terms of the Agreement; and WHEREAS, the City Council finds it to be in the best interest of the public to amend the terms of the Agreement to extend the duration of the contract, as set out herein. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. The meeting at which this resolution was approved was conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. Section 2. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. Section 3. The Mayor is hereby authorized to execute Amendment No. 4 to the Agreement and any other documents necessary pursuant to said Amendment. Section 4. All resolutions that conflict with the provisions of this resolution are hereby repealed, and all other resolutions of the City not in conflict with the provisions of this resolution shall remain in full force and effect. Section 5. If any provision of this resolution, or application thereof, to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this resolution, which can be given effect without the invalid provision or application, and to this end the provisions of this resolution are hereby declared to be severable. Section 6. The Mayor is hereby authorized to sign this resolution and the City Secretary to attest. This resolution shall become effective and be in full force and effect immediately in accordance with the provisions of the City Charter of the City of Georgetown. Resolution Number: 05 69 2, 3—.5. ' ` Page 1 of 2 Subject: Amendment No. 4 to Shell QSE Agreement Date Approved: Rwbq 1 1=3 PASSED AND APPROVED on the ATTEST: Robyn D smore, City Secretary APPROVED AS TO FORM: A&- - Skye Masson, tity Attorney Resolution Number: 0 s+ ? S - 15. L1 Subject: Amendment No. 4 to Shell QSE Agreement Date Approved: Ra„ .� l UYL3 "1 of , 2023. ffffKV I�►�`��ae�7ze� , Mayor Page 2 of 2 ✓UUUJIlJ.11 mlvwUFIC IU. lr0/'1l.Ol'GV-VVV4-'4.71..�-/'1✓r C-Jr✓Ol.i✓✓✓UI,/'1✓ AMENDMENT NO.4 TO ENERGY MANAGEMENT AND QUALIFIED SCHEDULING ENTITY SERVICES AGREEMENT This Amendment No. 4 to the Energy Management and Qualified Scheduling Entity Services Agreement (this "Amendment No. 4") is made and entered into on , 2023 and effective as of July 1, 2023, by and between SHELL ENERGY NORTH AMERICA (US), L.P., a Delaware limited partnership ("Shell Energy") and CITY OF GEORGETOWN, TEXAS ("City"), a Texas home -rule municipality. Shell Energy and City are sometimes hereinafter referred to each individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties previously entered into the Energy Management and Qualified Scheduling Entity Services Agreement dated December 11, 2019 (the "Original Agreement or Agreement"); and WHEREAS, the Original Agreement was automatically renewed pursuant to its terms on October 1, 2020 and October 1, 2021; and WHEREAS, the Parties have previously entered into Amendment No. 1 to the Original Agreement on August 11, 2020 ("Amendment No. 1") and Amendment No. 2 to the Original Agreement on July 26, 2022, to extend the term of the Agreement through December 31, 2022; and Amendment No. 3 to the Original Agreement on November 22, 202, to extend the term of the Agreement through June 30, 2023; and WHEREAS, the Parties desire to amend the Original Agreement to extend the term for an additional four months, through October 31, 2023. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: All references in the Original Agreement to the "Agreement" shall mean, collectively, the Original Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4. All defined terms used herein shall have the meanings given such terms in the Original Agreement and all amendments, unless otherwise defined herein. 2. Section 1. Term and Start Date shall be deleted in its entirety and replaced with the following: Start Date: Subject to Section 9, the term of this Agreement shall commence on the Effective Date and continue through September 30, 2020 (the "Initial Term") and shall automatically renew for up to two (2) one (1) year periods (each one-year period, a "Renewal Term") at the end of this Initial Term or a Renewal Term, unless at the end of the Initial Term or the first Renewal Term Shell Energy gives Customer at least 90 days prior written notice of termination or the Agreement is otherwise terminated pursuant to Section 9. The "Term" means the Initial Term together with any Renewal Term(s), and Extension periods, as applicable. vuuuOiyi i o 1vcwNct iu. or�� o� cu-uu�,Y-��.o-r�urwruo� vuuo� r�u Extension Period: The Parties previously extended the Agreement for a First Extension Period through December 31, 2022. Subject to Section 9, in addition to the Renewal Terms above, this Agreement shall be extended from July 1, 2023, through and including October 31, 2023 (the "Fourth Extension Period"). During the Fourth Extension Period the Parties will negotiate and codify the new business relationship, and if at the conclusion of the Fourth Extension Period, the Parties are unable to agree to a new business relationship, either Party may request another additional extension (the "Fifth Extension Period" ), which may be withheld, for any reason, by the other Party. In the event the Parties do not execute a Fifth Extension Period amendment or execute a new contract codifying the new business relationship, this Agreement will terminate on October 31, 2023, at 11:59 p.m. Central Prevailing Time without any further actions by either Party. 3. All other terms and conditions of the Original Agreement and the previous Amendments not inconsistent with this Amendment shall remain in full force and effect, without modification. [Signature page to follow) uuuuoiyn MnvGiuNc iu. i.or�� o� cu-ovi.•r �� o-r+urwruo�.uuva� rw IN WITNESS WHEREOF, this Amendment is executed as of the dates below and is effective on the latest date accompanying the signatures below. SHELL ENERGY NORTH AMERICA (US), CITY OF L.P. Er. o 5lgned ey. By: 0l9A499 By - Printed Name: Frank Bella Title: vice President Date: May 2, 2023 rinted ETOWN, TEXAS ri Title: Date: r t 770 Z5 ATTEST: Robyn De ore, City Secretary APPROVED AS TO FORM: Skye Masson, City Attorney