RESOLUTION: 2022-R-90  Authorizes the execution ofa agreements with. Alabama Power Company and the Alabama Department ofTransportation) for Interstate Roadway Lighting Repair and Maintenance NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present that Mayor James D. Stewart, Jr. is hereby authorized to execute al Master Contract for Lighting Services - Illumination with Alabama Power Company and a Master Services Agreement for Lighting Infrastructure Repair and Maintenance with Alabama Power Company and the Alabama Department of Transportation, in substantially the forms set forth in Exhibit 1 and Exhibit 2, respectively, for the provision of interstate  roadway lighting services within the City of Irondale.  ADOPTED & APPROVED: This 17th day ofl May, 2022.  David  APPROVED:    Mayor  ALEK  ESNEDS ERU  - City Clerk  CERTIFICATION  I,Leigh Allison, the City Clerk of the City of Irondale, Alabama, hereby certify that the above to be a true and correct copy of a resolution adopted by the City Council of the City of Irondale at its regular meeting held on the 17th day of May, 2022, as the same appears in the minutes of record of  said meeting.  Clerk  @uDe    Exhibit 1    Alabama Power  Master Contract for Lighting Services Illumination Governmental)  TERMS and CONDITIONS  1. Lighting Services Agreement. This Master Contract for Lighting Services Illumination (Governmental) ("Agreement") entered into as oft the date of thel last signature below (the" Effective Date") establishes the agreed terms and conditions upon which Alabama Power Company ("APC") will upgrade the existing interstatel lights onl Interstate 59/20f from Tallapoosa Streett tot thel I-59/20 split currently serving the City ofl Irondale ("Customer") (the' "1-20/459 Interstate Lighting Upgrade") commencing upont thec completion oft thel Interstate Lighting System upgrade. This Agreement shall apply tot the" Selected Components" describedi in the attached Components Exhibit anda any additional Components Exhibit(s) executed after the Effective Date oft this Agreement. All capitalized terms defined int this Agreement arei incorporatedi in andi made aj part of the Components Exhibita and any additional executed Components Exhibit(s) and all capitalized terms Under this Agreement, APC: ()v will providel lighting service ("Lighting Service") andv where APC deems necessary, related electric service ("Electric Service") ("Lighting Service" and" Electric Service" shall be collectively referredt to as" Service") to Customer fort the Selected Components referencedi int the Components Exhibita anda any additional Components exhibit(s)e executed for usef fort thes streetlighta areasi identified) jointly by APC: andt the Customer under thel 1-20/459 Interstate Lighting Upgrade (the' "Premises"): (i)r may update, modify or replace allp poles, bases, wiring. conduit, fixtures, controls and relatedi items (collectively. the "APC Assets")asr necessary or convenient inc order toa address regulatory requirements orf forc other reasons related tot thep provision of Service; and (ii) conduct allo other 2. Intenta and Title. This Agreement concernst the provision of Service to Customer by APC andi is nota as sale, lease orl licensing of goods, equipment, property, or assets ofa anyl kind. APC retains thes sole ande exclusive right, title, andi interesti ina andt toa allo oft the APC Assets utilized inc connection with the Service. Moreover, APC may remove the APC Assets upon termination oft this Agreement. Customer acknowledges that the APC Assets, even if attached to Customer's real property, always willr remain thee exclusive personal property of APC andt that APC may remove the APC Assets when this Agreement ends. Fort the avoidance ofo doubt, Customer's poles (sucha as Customer's traffics signal poles) arec designated: asi real property: asp pertainingt tot this Agreement. Customer authorizes APC, withoutf further consent or action, tof file any UCC financing statement ors security agreement relatingt tot the APC Assets anda agreest that APC may record those documents. APC makes nor representation orv warranty regarding treatment oft this transaction by the Internal Revenue Service or the status of this Agreement under anyf federal or state tax law. Customer enters into this Agreement ins sole reliance upon Customer's own advisors and not on any 3. Term. The initial term for the Agreement: shall bef for sixty (60) months, calculated from the start date oft thet first monthly billing period (the "Initial Term"). After the Initial Term, this Agreement automatically renews on a month-to-month basis (the "Renewal Term(s)"and collectively with the Initial Term, the "Term") until terminated by either party by providing written notice ofi intent to terminate to the other party atl least thirty (30) days before the desired Thel Monthly Service Costf fort thel I-20/459 Interstate Lighting Upgrades setf forthi int the attached Components Exhibit anda any additional Components Exhibit(s) executed after the Effective Date oft this Agreement fort the 1-20/459 Interstate Lighting Upgrade shall be valid through the Initial Term oft the Agreement as noted above. After the Initial Term, APC reserves ther rightt tor revise the Monthly Service Cost in the event APC incurs ani increase in the cost of ownership or Regulated Cost. During the Term oft this Agreement, the actual Regulated Cost will be calculated using the tariffs approved by Alabama Public Service Commission (the' Commission") at thet time ofb billing. Alabama statel lawa andt the rules, regulations and applicable rate schedules of APC as may bef filed with andr regulated by the Commission govern electric service anda are incorporated herein by reference. Such laws, rules, regulations, and rate schedules are subject to change duringt the term oft this Agreement as provided by law. Copies of current rules, regulations and applicable rate schedules will be Payment. APC will invoice Customer for the Service per thet terms stated int the Components Exhibit and this Agreement and APC's rightt to revise the Monthly Service Cost pursuant to Section: 3. Customer agreest top pay ther monthly amount billed before Customer's next! bill is issued by APC. Ifab balance is outstanding by the next bill date, Customer agrees top payt the greater of1.5% oft thet unpaid! balance or $2.00 anda acknowledges that APC may require Customer top pay a deposit ofupto Premises Activity. Customer grants APC andi its contractors andr representatives the right andl license toe enter the Premises and perform all manner ofa activities related tot thep provision of Service, including the right to: () access the Premises with vehicles, the APC Assets and other tools ore equipment in order toi install and connectt theA APC Assets and provide Service; (i) remove and disconnect pre-existinge equipment where itis necessary or convenient to dos so fort the provision of Service; (ii)i inspect, maintain, test, replace, repair, andr remove APC/ Assets; (iv) provide electrice energyi inrelation tot the Service where APC deems necessary; and (v) conduct any other activities reasonably related tot the provision of Service, including surveying. digging and excavation with tools, mechanized equipment and other machinery (activity items @)- - (v) collectively, the" APC Activity"). Customer represents thati it has ther rightt to permit APCt to provide the Service andp perform the APC Activity upont the Premises and, where applicable, has obtained the express authority and any required permissions from allF Premises owners (and any 7. Installation. Customer recognizes that APC may be required to install the APC Assets in order top provide this service. Customer represents that: () the Premises' final gradey will vary nor more than 6i inches from the grade existing att thet time ofl Installation; and () ifa applicable and required for proper Installation, A. Customer Work. IFAPC, upon Customer's request, allows Customert toi itself ort througha at third party performa any parto oft the activities related tot thei installation OfAPC Assets att the premises (including trenching), Customer warrants that the work will meet APC'si installation specifications (which APC will provide to Customer anda arei incorporated by this reference). Customer is responsible for all reasonable additional costs arisingf from Customer's non-compliance with APC's specifications orl lack oft timely (i.e.. 100 days') notice to APCt that APC Activityr relatedt to thei installation and connection ofA APC Assets can commence willa allow Customer to perform any parto oft thel Installation (including trenching) subject tot thef following: (1) Customer provides requestt toA APC; (2) Customer warrants that Customer's work willr meet APC'ss specifications andt timing: and (3) Customer acknowledges itis responsible fora allr reasonable: additional costs B. Underground Faelity/Obstruction! Nots Subject to Dig Law. Because APC Activity may require excavation not subjectt to the Alabama's Underground Prevention! Legislation (Ala. Code S53 37-15-1- 37-15-11) ("Dig Law"), Customer must mark any private utility or facility (e.g., gas/ waterlsewer line; irrigationf facility; low voltage datalcommunication! line) or other underground obstruction at the Premises that is nots subject to the Dig! Law. If APC causes or incurs damage due to Customer's failuret to mark a private facility or obstruction before APC commences Installation, Customer is Unforeseen Condition. The estimated charges shown on Components Exhibit include no allowance for any subsurface rock, wetland, underground  not otherwise definedi int this Agreement have ther meanings ascribedt tot them int the Components Exhibita attached hereto.  APCA Activity (defined below).  statements or representations (written or oral) ofA APC or any ofi itsr representatives and agents.  termination date.  maintenance. APC will provider noticet to Customeri ina accordance with Section. 16p prior toa any suchr revision.  provided by APC upon Customer's request and are available for viewing on APC's website http: Iwww. alabamapower.com,  twot timest ther monthlyt billi inordert toc continue service.  other party with rightsi int theF Premises) toe enter intot this Agreement andt to authorize theA APC Activity and Service.  Premises property! lines will bec clearly marked before Installation.  arising from Customer's non-compliancer withA APC's specifications ord delay.  responsible for allo damages anda any resulting delay.  1  1611862.2    stream, buried waste, unsuitable soil, underground obstruction, archeological artifact, burial ground, threatened or endangered species, hazardous substance, etc. notp properly markedori identified ("Unforeseen Condition"). IFAPC encounters an Unforeseen Condition, APC, inits sole discretion, may stop all APCActivity until Customer either remedies thec condition ora agrees tor reimburse allA APC costs arisingf from the condition. Customer is responsible fora allo costs ofA APC Assetr modification or change requested by Customer or dictated by an Unforeseen Condition or circumstance outside APC's control. APC AssetF Protection: and Damage. After Installation andt throughout the Term, int thee event ofa any work or digging neart theA APC Asset, Customer (or any person ore entity working on Customer's behalf) must: () provide notices and locate requests to Alabama 811; and () provide notices to other utilities or operators as required by the Dig Law. As between Customer and/ APC, Customeri is responsible for allo damages arisingf from failure toc comply with applicable lawo or for damage Interruption of Service. Customer understands Service is provided on an "as is" and "as available" basis and may bei interrupted. Customer is responsible for notifying APC if there is a Service interruption. Customer can provide such notice by calling 1-888-430-5787 to report the issue or by reporting the issue 10. Disclaimer: Damages. APC makes no covenant, warranty, or representation of any kind (including warranty of fitness for a particular purpose or of merchantability) regarding the Service or any APC Activity. Customer also acknowledges that, due tot the unique characteristics oft the Premises, Customer's needs, or APC Asset, the Service may not follow IESNA guidelines. "IESNA" shall mean llluminating Engineering Society of North America. Customer waives any right to consequential, special, indirect, treble, exemplary, incidental, punitive, loss of business reputation, or loss of use (including loss ofr revenue, profits, or capital costs) damages in connection with the Service, the APC Activity or this Agreement, or arising from damage, hindrance, or delayi involvingt the Service, the APC Activity ort this Agreement, whether or not reasonable, foreseeable, contemplated, or (avoidable). Customer is 11. Vandalism. Duringt the Term, Customer will ber responsible fort the cost ofr repairing orr replacing any APC Assets damaged or destroyed due to vandalism or willful 12. Liability. Each party shall be responsible fori its own representations, acts, and omissions. Itis understood and agreed that neither party tot this Agreement shall bel liable for any misrepresentations. negligent ory wrongful acts, either of commission ord omission, chargeable tot the other arising out of and/or involving this 13. Default. Customer is inc default ifc Customer does not pay the entire amount owed within forty-five (45) days of billing. APC's waiver of any past default will not waive any other default. Ifdefault occurs, APC, ati its discretion, may immediately terminate this Agreement, collect allp past due amounts (including late fees) and alla amounts due fort the Service duringt the remaining Term, remove the APC Assets from the Premises, and seek any other legal or equitable remedy. 14. Immigration Law Compliance. (a) APC represents andy warrants thati it does not knowingly employ, hire for employment, or continue to employ, inA Alabama, an unauthorized alien," as defined by the Beason-Hammon Alabama Taxpayer and Citizen Protection Act, $31-13-1, et seq., Code of Alabama 1975, as amended (the" Act"). (b)APC represents andy warrants that itwille enroll int the E-Verify program prior top performing anyy work on the projecti in Alabama and shall provide documentation establishing that APC is enrolled in the E-Verify program. During the performance of this Agreement, APC shall participate int the E- Verify program as required under the terms of the Act and shall verify every employee in Alabama that is required to be verified according to the applicable federal rules and regulations. (C) APC agrees to comply with alla applicable provisions ofthe Act with respect toi its subcontractors by entering into an agreement with or by obtaining an affidavit from such subcontractors providing work for APC on the project in Alabama, that such subcontractors are in compliance with the Acty with respect tot their participation int the E-verify program. APC represents and warrants that APC shall not hire, retain or contract with any subcontractor to work on the project in Alabama which APC knows is not in compliance with the Act. (d) By signing the agreement, the contracting parties affirm, for the duration oft the agreement, that they will noty violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party foundt to bei in violation oft this provision shall be deemed in breach of the agreement and 15. Miscellaneous. This Agreement contains the parties' entire agreement relating to the Service and APC Activity and replaces any prior agreement, written or oral. Subject to applicable law, APC may modify thet terms of this Agreement (including the Monthly Service Cost) by providing thirty (30) days' prior written notice to Customer ofs suchr modification. If Customer usest the Service or makes any payment to uset the Service ond or after the effective date oft ther modification, Customer accepts ther modification. Either party may update administrative or contact information (e.g.. address, phone, website) at any time by written notice tot the other party. Customer will not assign, in whole ori inp part, this Agreement or its Agreement rights or obligations. Any such assignment without APC's prior written consent willl be void and ofr noe effect. Int this Agreement, including" means including, but not limited to." Alabama law governs this Agreement. Ifa court  tot the APC Assets caused by anyone other than APC (or an APC contractor or representative  online at (http: Iwww. alabamapower. com).  solely responsible for safety oft the Premises and agrees that APC has no obligation to ensure the safety oft the Premises.  abuse.  Agreement, the Equipment, ort the Premises.  shall be responsible for allo damages resulting therefrom.  rules anA Agreement provision unenforceable to any extent, the rest of that provision and all other provisions remain effective.  INV WITNESS WHEREOF, APC and Customer have caused this Master Agreement tob be executed by their authorized representatives.  City By: Name: JAmes EEBS Date: S11a/2022  Alabama Power Company By: Name: Date:  Alabama Power  2  1611862.2    COMPONENTS EXHIBIT  Alabama Power Company ("APC") and the City of Irondale ("Customer") agree that the Master Contract for Lighting Services - Illumination (Governmental) ("Agreement) dated as oft the Effective Date (as defined in the Agreement): shall apply to each of the selected LED fixture type identified below. This Components Exhibit to the Agreement is entered into as of the date of the last signature below.  APC Owned LED Fixtures  Selected Components Information  Monthly Service Estimated Regulated Cost (see Note 1) $27.01  Component Description  Cost (see Note 2) $6.28  Total Monthly Cost $33.29  1 LED Cobra Head -27,000-34,000 Initial Lumens  Note 1: The Monthly Service Cost shall be valid through the Initial Term of the Agreement and shall be applicable to the I-20/459 Interstate Lighting Upgrade and any additional new interstate fixtures identified jointly as part of the 1-20/459 Interstate Lighting Upgrade through the Initial Term of the Agreement as noted in Section 3. For Components installed on Customer owned poles, APC is only responsible for maintaining the APC Assets. Customer is responsible for all poles, wire and necessary equipment serving the fixture. Note 2: The Estimated Regulated Cost is subject to change at any time ifa comparable Selected Component with a different wattage meeting  the lumens range is selected.  INWITNESS WHEREOF. APCand Customer have caused this Components Exhibit to! be executed byt their authorized representatives.  City ofirondale By:, Nate: Date:  Alabama Power Company By: Name: Date:  H 57142022  3  1611862.2