HomeMy WebLinkAboutResolution - 2021-R0437 - Second Amendment to Master Sales Agreement with Itron, Inc - LP&LResolution No. 2021-RO437
Item No. 7.26
October 26, 2021
RESOLUTION
WHEREAS, the City of Lubbock (the "City") and Itron, Inc. ("Itron")
entered into a Master Sales Agreement, entered into on or about June 14, 2018,
Electric Utility Board Resolution No. EUB 2018-R0041 and City Council
Resolution No. 2018-RO194 (the "Original Agreement") to provide the City with
advanced electric meter infrastructure and advanced water meter infrastructure;
WHEREAS, the Original Agreement was amended by the First Amendment
to Master Sales Agreement, dated March 10, 2020, by City Council Resolution
No. 2020-R0084 and EUB Resolution 2020-R0030 ("First Amendment");
WHEREAS, the Electric Utility Board and the City Council of the City of
Lubbock, possess joint jurisdiction over the contracting for the subject
infrastructure and services due to the inclusion of both electric and water metering
infrastructure;
WHEREAS, the City and Itron wish to amend the Original Agreement, as
amended;
WHEREAS, the Second Amendment to Master Sales Agreement ("Second
Amendment") was previously executed by the Director of Electric Utilities due
to business needs of the utility, and the City wishes to ratify such action through
the Electric Utility Board and the City Council of the City of Lubbock; NOW
THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council, on behalf of the City of Lubbock, hereby ratifies,
adopts, and confirms that certain Second Amendment to Master Sales Agreement
by and between the City of Lubbock, acting by and through its City Council and
Electric Utility Board, and Itron, Inc., as attached hereto and incorporated herein
as though set forth fully herein in detail, and any documents related thereto, as if
originally authorized by the Electric Utility Board, as of the date written.
Passed by the City Council this 26th day of October, 2021.
DANIEL M. POPE, MAYOR
-(b44Y
Becky Garza, City Secretary
APPROVED AS TO CONTENT:
C
David McCalla, Director of Electric Utilities
.... Ali 1 1 191[exMI M"
Je Soth, LP&L General Counsel
Resolution No. EUB 2021-R0071
RESOLUTION
WHEREAS, the City of Lubbock (the "City") and Itron, Inc. ("Itron")
entered into a Master Sales Agreement, entered into on or about June 14, 2018,
Electric Utility Board Resolution No. EUB 2018-R0041 and City Council
Resolution No. 2018-RO194 (the "Original Agreement") to provide the City with
advanced electric meter infrastructure and advanced water meter infrastructure;
WHEREAS, the Original Agreement was amended by the First Amendment
to Master Sales Agreement, dated March 10, 2020, by City Council Resolution
No. 2020-R0084 and EUB resolution 2020-R0030 ("First Amendment");
WHEREAS, the Electric Utility Board and the City Council of the City of
Lubbock, possess joint jurisdiction over the contracting for the subject
infrastructure and services due to the inclusion of both electric and water metering
infrastructure;
WHEREAS, the City and Itron wish to amend the Original Agreement, as
amended;
WHEREAS, the Second Amendment to Master Sales Agreement ("Second
Amendment") was previously executed by the Director of Electric Utilities due
to business needs of the utility, and the City wishes to ratify such action through
the Electric Utility Board and the City Council of the City of Lubbock; NOW
THEREFORE:
BE IT RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE CITY OF
LUBBOCK:
THAT the Electric Utility Board, on behalf of the City of Lubbock, acting
by and through Lubbock Power & Light, hereby ratifies, adopts, and confirms
that certain Second Amendment to Master Sales Agreement by and between the
City of Lubbock, acting by and through its City Council and Electric Utility
Board, and Itron, Inc., as attached hereto and incorporated herein as though set
forth fully herein in detail, and any documents related thereto, as if originally
authorized by the Electric Utility Board, as of the date written.
BE IT FURTHER RESOLVED BY THE ELECTRIC UTILITY BOARD OF
THE CITY OF LUBBOCK:
THAT in the event that the City Council of the City of Lubbock shall not
likewise ratify the Second Amendment attached hereto on or before November
15, 2021, this Resolution shall be null and void and of no force or effect
whatsoever.
Passed by the Electric Utility Board this 19th day of October, 2021.
Dan Odom, Chairman
ATTEST:
^Wen Staflord, Boasd*retary
APPROVED AS TO CONTENT:
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
e y Opith, LP&L General Counsel
Resolution No. 2021-R0437
SECOND AMENDMENT TO MASTER SALES AGREEMENT
This Second Amendment to Master Sales Agreement ("Second Amendment'), is entered
into and effective this 22nd day of September, 2021, by and between City of Lubbock, Texas,
acting by and through its Electric Utility Board and City Council ("City"), and Itron, Inc., a
Washington corporation ("Itron").
WITNESSETH
WHEREAS, City and Itron entered into that certain Master Sales Agreement (the "Original
Agreement'), on or about June 14, 2018, City Council Resolution No. 2018-R0194, and Electric
Utility Board Resolution No. EUB 2018-R0041 wherein Itron agreed to sell, and provide certain
installation, maintenance, and support services relating to, automatic meters and metering, as
described more particularly thereunder ("Services");
WHEREAS, the Original Agreement was amended by the First Amendment to Master
Sales Agreement, dated March 10, 2020, by City Council Resolution No. 2020-R0084 and EUB
resolution 2020-R0030 ("First Amendment');
WHEREAS, Article 14 of the Original Agreement provides for a change order process;
WHEREAS, previous changes orders have been issued, which are comprised as follows:
Change Order #1 covered initial electric meter hardware quantity changes; Change Order #2
incorporated an electrician into the project; Change Order #3 was created but not executed; Change
Order #4 requested an additional scope to provide for the Itron Call Center, for a six-month period,
starting in September 2019; Change Order #5 was for the requested 24-month Performance and
Payment Bond to meet the funding requirements of the Texas Water Development Board; Change
Second Amendment to Master Sales Agreement — Itron, Inc.
Order #6 accommodated the need for additional electric meters to complete the services; and
Change Order #7 provided for additional water communication devices;
WHEREAS, City and Itron desire to execute Change Order #8 pursuant to Article 14 of
the Original Agreement, as amended, to purchase test electric meters and related equipment to be
used for system upgrade testing;
WHEREAS, the parties are now required to provide certain representations and warranties,
and performance obligations, under law;
WHEREAS, City and Itron now desire to amend the Original Agreement, as amended, to
provide for such matters;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, City and Itron hereby amend the Original Agreement, as amended,
as follows:
1. Change Order #8, attached hereto as Exhibit "A", is hereby added to the Original
Agreement for all purposes.
2. The following is added as Section 16.22 of the Original Agreement, as amended to
wit:
Ownership Representation and Warranty. To the extent Chapter 2274,
Texas Government Code applies to this Agreement, Itron represents and
warrants that it is not, and during the term of this Agreement will not be (1)
owned by or the majority of stock or other ownership interest of Itron, will not
be held or controlled by (i) individuals who are citizens of China, Iran, North
Korea, Russia, or a designated country, as defined in Section 2274.0101, Texas
Government Code; or (ii) a company or entity, including a governmental entity,
that is owned or controlled by citizens of or is directly controlled by the
government of China, Iran, North Korea, Russia, or a designated country as
defined in Section 2274.0101, Texas Government Code; or (2) headquartered
in China, Iran, North Korea, Russia, or a designated country as defined in
Section 2274.0101, Texas Government Code. Itron warrants and represents
Second Amendment to Master Sales Agreement — Itron, Inc. ^�
that Customer's Agreement with Itron therefore does not and will not violate
Texas Government Code Section 2274.0101, et seq.
3. The following is hereby added as Section 16.23 of Original Agreement, as
amended, to wit:
Non -Discrimination against Firearm Entities/Trade Associations. Itron
hereby warrants that it is in compliance with Chapter 2274, Subtitle F, Title 10
of the Texas Government Code by verifying that: (1) it does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association, and (2) it will not discriminate during the term of the
Agreement against a firearm entity or firearm trade association.
4. The following is hereby added as Section 16.24 of Original Agreement, as
amended, to wit:
Non -Boycott of Energy Companies. Itron hereby warrants that it is in
compliance with Chapter 2274, Subtitle F, Title 10 of the Texas Government
Code by verifying that: (1) it does not boycott energy companies, and (2) it will
not boycott energy companies during the term of this Agreement.
5. The following is hereby added as Section 16.25 of Original Agreement, as
amended, to wit:
Disclosure of Interested Parties. To the extent Section 2252.908 of the Texas
Government Code applies to this Agreement, Itron shall submit a disclosure of
Interested Parties ("Disclosure Form") to Customer (to the attention of
Customer's Purchasing Department) at the time Itron submits the signed
Agreement to Customer. The Disclosure Form may be found here:
https://www.ethics.state.tx.us/filinginfo/1295/ or other webpage as designated
by the Texas Ethics Commission from time to time. If Itron has not submitted
a Disclosure Form pursuant to this section, Itron represents and warrants that
Section 2252.908 of the Texas Government Code does not apply to this
Agreement.
6. Except as amended hereby, the terms and conditions of the Original Agreement, as
amended, shall remain valid and subsisting as originally provided.
IN WITNESS WHEREOF, the parties have executed this Second Amendment, as
amended, by their duly authorized representatives effective as of the date first written above.
Second Amendment to Master Sales Agreement— Itron, Inc.
City of Lubbock, acting by and through Lubbock
Power & Light
David McCalla, Director of Electric Utilities
APPROVED AS TO CONTENT:
c
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
ff(! 'th, LP&L General Counsel
Itron, a Washington Corporatio
By:
Nam,. ---,
am :
Title: VP r4 k If / / tSulrl-
Second Amendment to Master Sates Agreement— Itron, Inc.
Exhibit A
Second Amendment to Master Sales Agreement — Itron, Inc.
Customer Change Order Form
Name
Data
Client Name:
City of Lubbock Utilities
8/1042021
Contract Name:
Master Sales Agreement 7123-17 EUA
on or about June 14, 2018
Requesion
Todd Stocker/ Willie Burgess
8/10/2021
Change Omer.
#8
ftnuNre 8)lodk
ldralr �iNe
Cesbamer Represenieflve
Signature
Name
Title
Date Signed
Ib 7 a
Sena rncmg Summary to (:bent! ❑ Yes ❑ No
Has contract been signed? ® Yes ❑ No
General Comments: Purchase of test CGR and electric meters to be used for current/future system upgrade testing.
Order Processing:
PO/Contract It Master Agreement 7123-17 EUA
Comments:
Hardware Changes:
Description
Qty
Price
Extended
Connected Grid Router — CGR 1240 WPAN
4G w/4 module slots, 2 GE, 2 Serial, 4 FE LAN, Wi-Fi, GPS
1
$7,731
$7,731
OpenWay Riva Singlephase 2S, CL200, 240V, RD
4
$100
$400
OpenWay Riva Polyphase 16S, CL320, 120-480V
4
$185
$740
Connected Grid Router Support — Mesh
1
$1,196
$1,196
Total
$10,067
Comments: