agenda - monday, june 28, 2021

AGENDA REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF MADISON, ALABAMA, AL

6:00 PM COUNCIL CHAMBERS

JUNE 28, 2021

Agenda June 28, 2021

of 3

AGENDA NO. 2021-13-RG

To Protect Public Health Due to the COVID-19 Pandemic, the City Council Will Observe Social Distancing Procedures at the Council Meeting. If Members of the Public Would Like to Watch the Meeting or Weigh in on an Agenda Topic, But Do Not Want to Attend Due to Concerns About the Pandemic, Then They May View the Meeting Live on YouTube through the City’s Website at Www.Madisonal.Gov, on WOW Cable Channel 42, or through the Zoom Link Available on the City Website. Anyone who Does Not Want to Attend the Meeting in Person Due to the Pandemic, But Would Like to Participate in Public Comments or Hearings May Contact the City Clerk by 10:00A.M. on the Day of the Council Meeting to Sign Up to Appear Via Zoom. Alternatively, Those who Do Not Wish to Participate in Person May Contact the City Clerk at (256) 772-5650 or [email protected] to Submit Comments or Questions by 10:00A.M. on the Day of the Meeting. the City Council Requests that Anyone who is Experiencing COVID-19 Symptoms or Living with Quarantined Individuals Does Not Attend the Meeting in Person.

1. CALL TO ORDER

2. INVOCATION

Pastor Troy Garner of The Fellowship of Faith Church

3. PLEDGE OF ALLEGIANCE

4. ROLL CALL OF ELECTED GOVERNING OFFICIALS

5. AMENDMENTS TO AGENDA

6. APPROVAL OF MINUTES

A. Minutes No. 2021-12-RG, June 14, 2021

B. Minute No. 2021-07-WS, June 16,2021

7. PRESENTATION AND AWARDS

A. Presentation of Community Policing Award Teresa Taylor-Duncan

8. PUBLIC COMMENTS

9. CONSENT AGENDA AND FINANCE COMMITTEE REPORT

A. Regular & Periodic Bills to be Paid

Agenda City Council June 28, 2021

City of Madison, Alabama Updated 6/25/2021 11:35 AM

B. Approval of Payment to S&ME, Inc. in the Amount of $703.40 for Invoice #1064510 for Civil Engineering Design Services Completed to Date on CIP Project #15-021, Balch Rd. Improvements, Per Res. 2017-217-R, Res. 2019-345-R and Res. 2020-302-R (To be Paid from 2015-A Bond Account).

C. Approval of Partial Payment #3 of PO# 2021-0726 to Croy Engineering, LLC for Invoice #23268 in the Amount of $1,730.00 for Traffic Signal Modifications Related to CIP Project #20-028 Celtic Dr. Middle School Infrastructure as Approved by Res. 2021-62-R (To be Paid from the 2020-A Bond Account)

D. Approval of Payment to ROGERS GROUP, INC in the Amount of $305,455.11 Representing Partial Payment #9 on PO 2020-0080 for Work Completed on CIP Project #18-023 Sullivan Street Widening through 5/31/2021 Per Res. 2019-217-R, Bid #2019-011-ITB (To be Paid from 2018-C GO Warrant)

E. Resolution #2021-192-R; Approving Wayfinding Plan Phase 1-Signage Needs Audit with McComm Group in the Amount of $15,000.00 {To be Paid from Departmental Budget}

F. Acceptance of Donations and Appropriations

1. Acceptance of Appropriation in the Amount of $5,000.00 from Senator Tom Butler for Use by Madison Fire Department. (To be Deposited into Fire Department Donation Account)

2. Acceptance of Appropriation in the Amount of $13,852 from Senator Tom Butler to be Used for Palmer Park Soccer Fields {To be Deposited into Recreation Donation Account}

3. The Family of Blanche Irby Memorial Donation Requested by the Family to the Madison Senior Center Nutrition and Meal Program in Lieu of Flowers. Mrs Irby is a Longtime Member and Volunteer with the Madison Senior Center and Worked Closely with St John's the Baptist Catholic Church on Hughes Road Here in Madison Scheduling Volunteers to Serve at the Madison Senior Center Also Determining the Needs of Seniors, Purchasing and Distributing Gifts During the Holiday Season. Acceptance of Donations as Follows: Cynthia Geis$50.00, Catherine Wahlen $100.00, MaryBreen $100.00, MarilynSzecholda S100.00, Anne Flake $100.00, Mary Sefton $100.00 Mark and Shelby Hundscheid $25.00, Andrew and Katherine Kochis $50.00, Thomas and Roberta Norman $25.00, and Walter and Elizabeth Groover $100.00

10. PRESENTATION OF REPORTS

A. MAYOR PAUL FINLEY

B. COUNCIL DISTRICT NO. 1 MAURA WROBLEWSKI

C. COUNCIL DISTRICT NO. 2 CONNIE SPEARS

D. COUNCIL DISTRICT NO. 3 TEDDY POWELL

E. COUNCIL DISTRICT NO. 4 GREG SHAW

F. COUNCIL DISTRICT NO. 5 RANAE BARTLETT

G. COUNCIL DISTRICT NO. 6 KAREN DENZINE

H. COUNCIL DISTRICT NO. 7 JOHN SEIFERT

11. BOARD/COMMITTEE APPOINTMENTS

12. PUBLIC HEARINGS

1. Resolution No. 2021-194-R Public Hearing - Request for an on or Off Premise Beer and Wine License from Pho V Nam, LLC, Doing Business As, Pho V Nam for Their Location at 12090 County Line Road, Suite J

Agenda City Council June 28, 2021

City of Madison, Alabama Updated 6/25/2021 11:35 AM

13. DEPARTMENT REPORTS

A. BUILDING

1. Resolution No. 2021-198-R Authorizing a Contractor Agreement with Trane U.S., Inc., for the Purchase and Installation of a Tracer SC+ System Controller for the Madison Municipal Complex in the Amount of $34,036.60 {To be Paid from Departmental Budget}

B. ENGINEERING

1. Resolution No. 2021-193-R Approving Change Order #6 to Agreement with Rogers Group, Inc. for CIP Project #18-023, Sullivan St. Widening, Bid 2019-011-ITB, for an Amount Not to Exceed $107,028.75, to Provide Uniformity in Regard to Standardized Curb and ADA Driveway Crossing Discrepancies (To be Paid from 2018-C GO Bond Account)

2. Resolution No. 2021-197-R Authorizing a Professional Services Agreement with Morell Engineering for the Provision of Professional Engineering Services to Provide a Construction Best Management Practices Plan and Inspection Monitoring Services for the Roadway Extension of Garner Street Not to Exceed $4,000 {To be Paid from CIP Project #20-028, 2020-A Bond Account}

C. POLICE

1. Resolution No. 2021-185-R: Authorizing Overtime Reimbursement Agreement with ALEA for MPD's Participation in the Madison-Morgan County Strategic Counterdrug Team

D. RECREATION

1. Resolution No. 2021-195-R Authorizing Transportation Agreement with Board of Education for Fourth of July Event

14. MISCELLANEOUS BUSINESS AND ANNOUNCEMENTS

15. ADJOURNMENT

Agenda Note: It should be noted that there are times when circumstances arise that require items be added to or deleted from the agenda at time of the Council meeting. Also all attached documents are to be considered a draft until approved by Council.

All attendees are advised that Council meetings are televised and that their statements and actions

are therefore viewed by more than just those attending the meetings.

Minutes No. 2021-12-RG June 14, 2021 Page 1 of 11

MINUTES NO. 2021-12-RG

OF A

REGULAR MEETING

OF THE CITY COUNCIL OF

THE CITY OF MADISON, ALABAMA

JUNE 14, 2021

The Madison City Council meeting was broadcast live on YouTube through the City’s website at www.madisonal.gov, on Wow! Cable Channel 42, and via Zoom. Anyone who did not want to attend the meeting in person due to the pandemic, but wanted to participate in Public Comments or Hearings were encouraged to contact the City Clerk via telephone or email, by 10am on the day of the meeting, to sign up to appear via Zoom or submit comments or questions.

The Madison City Council met in regular session on Monday, June 14, 2021, at 6:00 p.m. in the Council Chambers of the Madison Municipal Complex, Madison, Alabama.

The invocation was provided by Pastor Bruce Alexander with Restoration Church, followed by the Pledge of Allegiance led by Council President Greg Shaw. Noting that a quorum was present, the meeting was called to order at 6:00 p.m. by Council President Shaw. ELECTED GOVERNING OFFICIALS IN ATTENDANCE The roll call of elected governing officials was conducted by City Clerk-Treasurer Melanie A. Williard and recorded as follows: Mayor Paul Finley Present Council District No. 1 Maura Wroblewski Present Council District No. 2 Connie Spears Present Council District No. 3 Teddy Powell Present Council District No. 4 Greg Shaw Present Council District No. 5 Ranae Bartlett Present Council District No. 6 Karen Denzine Present Council District No. 7 John Seifert Present City Officials in attendance were: Acting Police Chief John Stringer, Deputy Fire Chief Brandy Williams, Building Director Dustin Riddle, Revenue Officer Cameron Grounds, Parks & Recreation Director Kory Alfred, Media Communications Specialist Samantha Magnuson, Information Technology Support Technician Garrett

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http://www.madisonal.gov/


Gillott, City Attorney Megan Zingarelli, Human Resources Director Terri Towry, Director of Development Services Mary Beth Broeren, Deputy City Clerk-Treasurer Lisa Thomas, and City Clerk-Treasurer Melanie A. Williard Public Attendance registered: Bebe Oetjen, Tian Wu, Radiah Fletcher, Deborah Fletcher, Jon Howell, Bruce Alexander, Jocelyn Broer, Alec & James Waldon, Iris Billiter, Elizabeth Groover, J. G. Coe, Diane Isom, and one illegible signature AMENDMENTS TO AGENDA None APPROVAL OF MINUTES MINUTES NO. 2021-10-SP, MAY 20, 2021 Council Member Powell moved to approve Minutes No. 2021-10-SP dated May 20, 2021. Council Member Seifert seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. MINUTES NO. 2021-11-RG, MAY 24, 2021 Council Member Seifert moved to approve Minutes No. 2021-11-RG dated May 24, 2021. Council Member Powell seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. PRESENTATIONS AND AWARDS

PRESENTATION OF CITY COIN TO RODNEY SMITH, JR. WITH RAISING MEN LAWN CARE SERVICE

The City Council and Mayor select a resident of Madison who has had a positive impact on the community. Council Member Wroblewski presented the city coin to Mr. Smith who then gave information about his program. A standing ovation was given.

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PUBLIC COMMENTS

Public Comments are limited to five minutes if the speaker requested to be added to the Agenda prior to the submission deadline. Individuals requesting to speak at the meeting who did not make the submission deadline are limited to three minutes.

PAMELIA JACKSON; ADDRESS COUNCIL REGARDING APPOINTMENT TO CHIEF OF POLICE POSITION

Ms. Jackson, a resident of Ashley Estates, directed her comments to Mr. Johnny Gandy, who is up for appointment at tonight’s Council meeting, and was not in attendance. Her topics were zoom meetings, accountability and transparency, among other issues.

JESSICA LOUALLEN; ADDRESS COUNCIL REGARDING THE IMPORTANCE OF RECORDING MEETINGS AND KEEPING THE RECORDINGS FOR AN EXTENDED PERIOD OF TIME

Ms. LouAllen addressed Council, via Zoom, regarding the importance of recording meetings and keeping the recordings for an extended period of time.

TARA BAILEY; NEIGHBORHOOD PARK FUNDING Ms. Bailey addressed Council, via Zoom, regarding neighborhood park funding. RADIAH FLETCHER; SISTER OF DANA FLETCHER Ms. Fletcher read an email from Kelly McGuffin regarding the “Justice for Dana” fliers that his family and loved ones distributed throughout the community. Ms. Fletcher asked that Ms. McGuffin not contact her or her family again. DEBORAH FLETCHER; MOTHER OF DANA FLETCHER Ms. Fletcher asked for accountability and transparency from the City regarding the shooting death of her son Dana Fletcher and stated that City officials and law enforcement are corrupt.

DINAH (UNKNOWN LAST NAME) REGARDING DANA FLETCHER SHOOTING Ms. Dinah (unknown last name), urged Council to allow the family to see the bodycam footage of the shooting death of Dana Fletcher. BEBE OETJEN; POOL AT 1329 BROWNS FERRY ROAD Mrs. Oetjen asked if the Seniors would be able to use the pool at the 1329 Browns Ferry Road facility. Mayor Finley stated that the pool was recently deemed unusable. CONSENT AGENDA AND FINANCE COMMITTEE REPORT Council Member Powell moved to approve the Consent Agenda and Finance Committee Report. Council Member Seifert seconded. General Operating Account $2,539,310.30

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Special General Operating Accounts $541.81 ADEM Storm Drainage $66,977.60 TVA Tax $3,103.30 Gasoline Tax and Petroleum Inspection Fees $71,545.76 Street Repair & Maintenance $897.12 Water Distribution & Storage $1,060.00 CIP Bond Accounts $1,420,251.36 Library Building Fund $81,965.89 ½ Cent Capital Replacement $45,310.36

Resolution No. 2021-179-R; designating Synovus Bank as depository for City bank accounts and further designating signatures on said accounts

Approval of payment for Invoice No. 6 on Purchase Order 2021-200 in the amount of $$140,077.11 to Lee Builders, Inc. general contractor for construction – Resolution No. 2021-274-R Home Place Park project CIP Project No. 18-007 (to be paid from 2015-A Bond Checking and donations from Legislators)

Approval of payment in the amount of $425 to Schoel Engineering Co., Inc. for Invoice No. 521428, which is partial payment No. 5 on Purchase Order 2020-0421 for construction, engineering and inspection services completed from April 1, 2021 to April 30, 2021 for Short Street widening, as approved by Resolution No. 2019-354-R (to be paid from 2015-A Bond account)

Resolution No. 2021-183-R authorizing the creation of the Venue Maintenance – Money Market account with Synovus Bank and further designating authorized signatures on said account

Approval of payment to Croy Engineering, LLC for Invoice No. 23267 in the amount of $3,100 representing partial payment on Purchase Order 2020-0643 for construction, engineering, and inspection services completed to date on CIP No. 18-023 Sullivan Street widening, per Resolution No. 2020-44-R (to be paid from 2018-C G.O. Warrant)

Approval of payment to Rogers Group, Inc. construction in the amount of $36,552.93 representing partial payment No. 5 on Purchase Order 2020-1021, Invoice No. 45836 for work completed on CIP No. 18-036, Short Street widening through May 26, 2021, per Resolution No. 2019-318-R, Bid No. 2019-018-ITB (to be paid from 2018-A G.O. bond)

Resolution No. 2021-186-R; declaring certain city property as surplus (2003 Ford F150 pickup truck) and authorizing that it be sold through auction on GovDeals

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Resolution No. 2021-187-R; approving roofing agreement with Yellowhammer Roofing, Inc. to assign insurance proceeds for repairs to storm damaged roofs at Dublin Park, Fire Station No. 1, and Fire Station No. 2

Approval of payment in the amount of $300.00 to OMI, Inc. for Invoice No. 21690 for NPDES inspection services for Palmer Park rejuvenation, Phase I (to be paid from 2015-A Bond account)

Approval of payment in the amount of $64,210.50 to Hogan’s Mechanical Services, LLC for Palmer Park electrical service, Palmer Park rejuvenation, Phase I (to be paid from 2015-A Bond account)

Acceptance of Donations

Donation from Michael Cox in the amount of $25 to be deposited into Fire Department donation account Acceptance of appropriation in the amount of $25,000 from Senator Tom Butler for the Home Place Park

project (to be deposited into 2015-A Bond account) Acceptance of appropriation in the amount of $5,000 from Senator Tom Butler for use by the Police

Department for program expenses to be deposited into the Police Department donation account The Family of Blanche Irby Memorial Donation requested by the family to the Madison Senior Center Nutrition and Meal program in lieu of flowers. Mrs. Irby wass a longtime member and volunteer with the Madison Senior Center and worked closely with St. John the Baptist Catholic Church on Hughes Road in Madison scheduling volunteers to serve at the Madison Senior Center also determining the needs of seniors, purchase and distributing gifts during the holiday season. Acceptance of donations as follows:

Susan Kollman $50

Willa M Russell $75

Martha L Burgess $100

Kathleen Shelton $50

Ann Webb $25

Marian Furno $100

Candance Horch $100

Robert Easton $100

Julia M Hawk $25

Steel Biz, Inc. $200

Teasley Services Group $250

J Williams Investments $250

Janet Cothron $100

Dan Ryan Vistage $50

Joe & Rebecca Sims $150

Louis & Evelyn Ossip $25

Charles & Kari Rhoten $200

James & Elizabeth Boswell $100

Pi Alpha Kappa Omega $50

Carmela Garoppo $100

John & Julie Blair $50

Systems Applications & Solutions, LLC $250

Nicholas & Patricia Kiddey $100

Mary Louise Wade $20

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Charles & Rebecca Thies $100

Joe & Connie Alldredge $250

A. Antoine & Derece Akl $50 The roll call vote to approve the Consent Agenda was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. PRESENTATION OF REPORTS MAYOR PAUL FINLEY:

RESOLUTION NO. 2021-188-R; APPROVING NEIGHBORHOOD PARK UPGRADE PLAN FUNDING, NOT TO EXCEED $300,000, TO BE PAID FROM CARES ACT REIMBURSEMENT FUNDING DEPOSITED INTO THE GENERAL OPERATING ACCOUNT

Council Member Wroblewski moved to approve Resolution No. 2021-188-R. Council Member Spears seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried.

COUNCIL DISTRICT NO. 1 MAURA WROBLEWSKI APPROVAL OF HIRING OF BUILDING INSPECTOR AT HIGHER STEP

Council Member Wroblewski moved to approve the hiring of a Building Inspector at a higher step. Council Member Spears seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye

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Motion carried. COUNCIL DISTRICT NO. 2 CONNIE SPEARS Council Member Spears reported on the following activities, events, and newsworthy items:

TARCOG meeting report

Governor’s virtual update COUNCIL DISTRICT NO. 3 TEDDY POWELL No business to report COUNCIL DISTRICT NO. 5 RANAE BARTLETT Council Member Bartlett reported on the following activities, events, and newsworthy items:

Huntsville Public Library Board of Director’s meeting update

Madison Chamber of Commerce meeting update

Shop Local spotlight; 5 Boys Production

Thanked Parks & Recreation Director Kory Alfred for all his work on prioritizing the neighborhood parks

COUNCIL DISTRICT NO. 6 KAREN DENZINE Council Member Denzine reported on the following activities, events, and newsworthy items:

Tour of five schools holding summer school this year

Beautification & Tree Board judging

Active Adult – Senior Center events

Participated in two additional ride along with Police Department

Supports archiving of Council Meeting broadcasts COUNCIL DISTRICT NO. 7 JOHN SEIFERT Council Member Seifert reported on the following activities, events, and newsworthy items:

Planning Commission meeting this Thursday

Upcoming 5K and 10K races on June 19 on County Line Road COUNCIL DISTRICT NO. 4 GREG SHAW

RESOLUTION NO. 2021-190-R; APPOINTING AND ESTABLISHING THE SALARY FOR THE POLICE CHIEF OF THE CITY OF MADISON, ALABAMA

Council Member Powell moved to approve Resolution No. 2021-190-R. Council Member Bartlett seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye

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Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. BOARD/COMMITTEE APPOINTMENTS

APPOINTMENT OF LIZ SMITH TO PLACE 14 OF THE BEAUTIFICATION & TREE BOARD WITH A TERM EXPIRATION OF NOVEMBER 26, 2022

Council Member Denzine nominated Liz Smith for appointment to Place 14 of the Beautification & Tree Board. There being no further nominations, Ms. Smith was appointed by acclamation.

APPOINTMENT OF JASON RICHARDSON TO PLACE 7 ON THE MADISON MUNICIPAL CEMETERIES COMMITTEE WITH A TERM EXPIRATION OF MAY 28, 2025

Council Member Wroblewski nominated Jason Richardson for appointment to Place 7 on the Municipal Cemeteries Committee. There being no further nominations, he was appointed by acclamation. PUBLIC HEARINGS None DEPARTMENTAL REPORTS PLANNING DEPARTMENT

PROPOSED ORDINANCE NO. 2021-158; VACATION OF UTILITY AND DRAINAGE EASEMENT LOCATED WITHIN LOT 40, HERITAGE STATION – 100 THORNBERRY LANE. FIRST READING MAY 24, 2021

Council Member Powell moved to adopt Ordinance No. 2021-158. Council Member Seifert seconded.

The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried.

PROPOSED ORDINANCE NO. 2021-174; ASSENTING TO THE ANNEXATION OF CERTAIN PROPERTY OWNED BY MARK AND KIM GREENFIELD LOCATED AT 10775 SEGERS ROAD (FIRST READING)

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This was a first reading only of proposed Ordinance No. 2021-174.

RESOLUTION NO. 2021-175-R SETTING A PUBLIC HEARING ON PROPOSED ORDINANCE NO. 2021-176, ZONING CERTAIN PROPERTY OWNED BY MARK AND KIM GREENFIELD LOCATED AT 10775 SEGERS ROAD TO R-1A (LOW DENSITY RESIDENTIAL) (FIRST PUBLICATION JUNE 23, 2021, SYNOPSIS JUNE 30, 2021, PUBLIC HEARING JULY 26, 2021)

Council Member Powell moved to approve Resolution No. 2021-175-R. Council Member Spears seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried.

RESOLUTION NO. 2021-177-R SETTING A PUBLIC HEARING ON PROPOSED ORDINANCE NO. 2021-178, REZONING CERTAIN PROPERTY OWNED BY OLD TOWN II, LLC LOCATED SOUTH OF GRAPHICS DRIVE, EAST OF WALL TRIANA HIGHWAY FROM MU (MIXED USE) TO UC (URBAN CENTER) (FIRST PUBLICATION JUNE 23, 2021, SYNOPSIS JUNE 30, 2021, PUBLIC HEARING JULY 26, 2021)

Council Member Powell moved to approve Resolution No. 2021-177-R. Council Member Spears seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. REVENUE DEPARTMENT

RESOLUTION NO. 2021-182-R SETTING A PUBLIC HEARING TO CONSIDER AN APPLICATION BY TARSHER NELSON, DOING BUSINESS AS PLEASURE XCURTION FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY TO OPERATE ONE (1) LIMOUSINE IN THE CITY OF MADISON

Council Member Powell moved to approve Resolution No. 2021-182-R. Council Member Spears seconded. The roll call vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye

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Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. MISCELLANEOUS BUSINESS AND ANNOUNCEMENTS None ADJOURNMENT Having no further business to discuss Council Member Seifert moved to adjourn. The vote was taken and recorded as follows: Council Member Maura Wroblewski Aye Council Member Connie Spears Aye Council Member Teddy Powell Aye Council Member Greg Shaw Aye Council Member Ranae Bartlett Aye Council Member Karen Denzine Aye Council Member John Seifert Aye Motion carried. The meeting was adjourned at 6:55 p.m.

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Minutes No. 2021-12-RG, dated June 14, 2021, read, approved and adopted this 28th day of June 2021.

_______________________________________________ Council Member Maura Wroblewski District One _______________________________________________ Council Member Connie Spears District Two _______________________________________________ Council Member Teddy Powell District Three

_______________________________________________ Council Member Greg Shaw District Four _______________________________________________ Council Member Ranae Bartlett District Five ______________________________________________ Council Member Karen Denzine District Six ______________________________________________ Council Member John Seifert District Seven

Concur: __________________________________ Paul Finley Mayor Attest: ___________________________________ ____________________________________ Melanie A. Williard Kristen N Bruseth City Clerk-Treasurer Recording Secretary

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Minutes No. 2021-07-WS June 16, 2021

Page 1 of 3

MINUTES NO. 2021-07-WS

PUBLIC WORK SESSION

CITY COUNCIL OF

THE CITY OF MADISON, ALABAMA

JUNE 16, 2021

The Madison City Council met for a public work session on Wednesday, June 16, 2021 at 5:30 pm in Council Chambers of the Madison Municipal Complex, Madison, Alabama. Council President Shaw called the work session to order at 5:30 pm. Elected Governing Officials in attendance:

Mayor Paul Finley Present Council District No. 1 Maura Wroblewski Present Council District No. 2 Connie Spears Present Council District No. 3 Teddy Powell Present Council District No. 4 Greg Shaw Present Council District No. 5 Ranae Bartlett Present Council District No. 6 Karen Denzine Present Council District No. 7 John Seifert Present Also in attendance were: Director of Development Services Mary Beth Broener, Deputy City Clerk-Treasurer Lisa Thomas, City Attorney Megan Zingarelli, Acting Police Chief John Stringer, and City Clerk-Treasurer Melanie Williard. Public Attendance registered: BeBe Oetjen, J. G. Coe, one illegible signature, and other individuals who did not register on the sign in sheet. Gas Tax spending: Director of Development Services Mary Beth Broeren updated Council on estimated gas tax funding, a proposed project list as determined by the Engineering Department and possible other funding sources for the projects. Comprehensive plan update:

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Director Broeren updated Council on proposed schedule for the update of the comprehensive plan and the approximate cost. The approximate cost is $240,000 - $300,000. Director Broeren advised that funding for this project will be requested in the FY 2022 budget. A brief discussion was held regarding the Council redistricting project and when census figures would be available. Growth policy changes/variation 4: Director Broeren updated Council on the current growth policy. Discussion was held regarding what is best for both the City and the School System, control of quality developments and the lack of control of developments outside the city limits, strategic annexations and the strategic purchase of property by the City. Way finding plan in downtown and throughout Madison: Director Broeren updated Council on the background to the project beginning with the downtown business owners. Discussion was held regarding making this a city-wide project, how other cities are doing their way finding program. Mrs. Broeren advised that she has spoken with a company that does this type or project. The project would be done in phases. The approximate cost for phase 1 is $15,000. Following discussion, Mrs. Broeren will present a contract for approval to move forward with this project. Recording/archiving meetings & various media: This item will be discussed at a future work session so that IT Director Colee can be in attendance. MISCELLANEOUS OTHER BUSINESS: City Attorney Zingarelli updated Council on the bid for bulk trash collection. This will be included on the July 12 Council agenda. The work session was adjourned at 7:00 pm. Signatures on following page.

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Minutes No. 2021-07-WS, June 16, 2021, read, approved and adopted this 28th day of June, 2021.

_______________________________________________ Council Member Maura Wroblewski District One _______________________________________________ Council Member Connie Spears District Two _______________________________________________ Council Member Teddy Powell District Three

_______________________________________________ Council Member Greg Shaw District Four _______________________________________________ Council Member Ranae Bartlett District Five _______________________________________________ Council Member Karen Denzine District Six _______________________________________________ Council Member John Seifert District Seven

Concur: __________________________________ Paul Finley Mayor Attest: ___________________________________ Melanie A. Williard City Clerk-Treasurer

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04-25-2019

Agenda Item Information: Short Name:

Department: Initiator:

Category: {Place a check mark in agenda category} Consent Agenda Boards Appointment Departmental Report Public Hearing Presentations & Awards Miscellaneous

Agenda Item Body Item Description:

Item Summary:

Miscellaneous Comments:

City of Madison Agenda Request Form

Target Meeting date:

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McComm Group, Inc. • 402 Oak Street NE, Suite A • Decatur AL 35601 PH: 256-351-0560 • FAX: 256-351-0580 • McCommGroup.com

June 14, 2021 Mary Beth Broeren Director of Development Services 100 Hughes Road Madison, Alabama 35758 Dear Mary Beth, As we discussed, the McComm Group has created various wayfinding plans and signage systems for clients for many years. From our recent phone conversation, you requested we provide an estimate for an initial audit. We believe our experience in providing a master plan and managing the implementation of a wayfinding program for the City of Decatur allows us to design and implement a dynamic program that meets the needs of the City of Madison. In business since 1993, McComm Group is a full-service marketing firm specializing in traditional advertising, Internet, interactive media, and public relations. We have worked with Alabama Director of Tourism and Travel Lee Sentell and ALDOT in the design and production of signs in and around Decatur. We also have worked with Decatur’s Parks and Recreation department to develop the materials for the Indian Chief walking trails and bike trails at Point Mallard Park, including informational kiosks and directional signs, as well as a visitor brochure and map. We are strong advocates for our clients and work proactively for them to develop innovative tools for communicating with citizens and visitors. With this philosophy in mind, we created iPad/iPhone walking and driving tour apps to complement the Decatur Convention and Visitors Bureau’s efforts at promoting wayfinding for the Old Decatur and Albany Historic Districts. Thank you for seeking us out. We at the McComm Group would love to help you reach this next milestone. Sincerely,

Joel McWhorter President

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McComm Group, Inc. • 402 Oak Street NE, Suite A • Decatur AL 35601 PH: 256-351-0560 • FAX: 256-351-0580 • McCommGroup.com

Wayfinding Proposal Examples and References The McComm Group, Inc. is a full service marketing company that specializes in branding. As you may have noted, one of our successes was the rebranding for the city of Decatur, Alabama. Part of that process involved creating the master plan for a wayfinding program. Several of the completed signs may be seen in a Dropbox located at: https://www.dropbox.com/home/Sign%20Systems%20Portfolio Following is what you may expect with the initial wayfinding audit: - The McComm Team will meet with client to discuss the scope of work and gather input. - McComm will drive the city’s main routes to identify potential wayfinding locations. - McComm will create a master plan that maps the proposed wayfinder locations. - McComm’s plan will provide a general description of each type of wayfinder recommended. - McComm’s plan will recommend content for each sign face in the proposal. References for the city of Decatur are: Wally Terry, former Economic & Community Development Director, (256) 341-4505 Karen Smith, former Planning Department, (256) 341-4720 Rick Paler, Director of the Decatur Downtown Redevelopment Authority, (256) 353-0075 Below is the point-of-contact for the wayfinding project: Joel McWhorter President McComm Group, Inc. 402 Oak St, NE Decatur, AL 35601 (256) 351-0560 [email protected]

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Estimate

Date 06/14/21Number 21.17040

Mary Beth Broeren, A.I.C.P. Revision OriginalCity of Madison AE/Team JMEconomic Development Dept.100 Hughes RoadMadison, AL 35758

Cost Center:Due Date:

Name/Title: Signage Needs AuditAgency Contact: Joel McWhorterPhone: 256.351.0560Desc/Specs: In order to begin the development of a comprehensive sign and wayfinding master plan, the

McComm Group will perform an initial signage needs audit for Madison. The audit will includethe following:

• On-site tour of the downtown area, major attractions/areas of interest, municipal facilities, keytraffic arteries and thoroughfares, and city gateways• One-day of meetings with the Director of Development – City of Madison• Initial findings report• Sign face content recommendation• Master plan map with recommended wayfinder locations

Description Estimate

Signage Needs Audit $15,000.00Agency Services Subtotal: $15,000.00

TOTAL $15,000.00

This is an estimate to produce this project. Agency Services includes one time through and one set of changes.Additional changes will be billed at an hourly rate for actual time spent on project. Shipping is not included in thisestimate. If paid by credit card, additional 2.9% fees apply. Estimate valid for 30 days.

McComm Group, Inc. | 402 Oak Street NE, Suite A Decatur AL 35601 | Ph: 256-351-0560

Approvals:

Client Date:

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RESOLUTION NO. 2021-192-R

A RESOLUTION AUTHORIZING PROFESSIONAL SERVICES

AGREEMENT WITH MCCOMM GROUP, INC.

BE IT HEREBY RESOLVED by the City Council of the City of Madison, Alabama, that

the Mayor is authorized and directed to execute on behalf of the City a Professional Services

Agreement with McComm Group, Inc., to begin the development of a comprehensive

wayfinding signage master plan by conducting a study of existing sites and attractions in the

City of Madison and prepping recommendations for signage content and placement, said

Agreement to be substantially similar in purpose, intent, and composition to that certain

document attached hereto and identified as “Professional Services Agreement,” and that the

City Clerk-Treasurer is hereby authorized to appropriately attest the same; and

BE IT FURTHER RESOLVED that, except for the extension or cancellation of the

Agreement, the Mayor or his designee shall be hereby authorized for the entire term of the

Agreement to execute any and all documentation necessary to enforce and comply with the

terms thereof, subject to the budgetary restrictions set forth by the Council in its duly-adopted

budget for the then-current fiscal year; and

BE IT FURTHER RESOLVED that, upon request and notification from the appropriate

department that the terms of the Agreement preceding payment have been satisfied, the

Finance Director is hereby authorized to forward payment to McComm Group, Inc., in the

amount(s) and manner set forth in the Agreement authorized by passage of this resolution.

READ, PASSED, AND ADOPTED at a regularly scheduled meeting of the City

Council of the City of Madison, Alabama, on this 28th day of June, 2021.

__________________________________________

Greg Shaw, City Council President

City of Madison, Alabama

ATTEST:

_______________________________________

Melanie A. Williard, City Clerk-Treasurer


APPROVED this 28th day of June, 2021.

__________________________________________

Paul Finley, Mayor


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Professional Services Agreement McComm Group, Inc.

Page 1 of 7

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT for professional services is made by and between the City of

Madison, Alabama, a municipal corporation, located at 100 Hughes Road, Madison, Alabama

35758, hereinafter referred to as “City,” and McComm Group, Inc., located at 402 Oak Street NE,

Suite A, Decatur, Alabama 35601, hereinafter referred to as “Consultant.”

WITNESS TO:

WHEREAS, the City of Madison has sought professional services for the development of

a comprehensive sign and wayfinding master plan; and

WHEREAS, the best interests of the City and its residents will be served by retaining an

experienced provider of such services; and

WHEREAS, Consultant is an experienced and unique provider of the services required

and is capable of providing the same in a professional, timely manner; and

WHEREAS, the City desires to avail itself of Consultant's unique abilities and services

and Consultant desires to provide same to City;

NOW, THEREFORE, in consideration of mutual covenants and agreements herein set

forth, the parties, intending to be legally bound, hereby agree as follows:

SECTION 1: SCOPE OF WORK

A. Pursuant to the provisions of this Agreement, Consultant will provide the

following services to City: Professional signage audit services, said services to be

administered according to Consultant’s proposal dated June 14, 2021

(“Attachment A”), which is attached hereto and wholly incorporated herein by

this reference.

B. Consultant shall thoroughly and proficiently perform all services using reasonable

diligence and exercising the best judgment, care, and skill ordinarily used by

similar persons providing the same or similar services under the same or similar

circumstances.

C. Consultant shall furnish all supplies, materials, machinery, equipment, and

means, except as otherwise expressly specified herein, necessary or proper to carry

out the services required by this Agreement.

D. Consultant shall perform all services in accordance with the provisions of this

Agreement and shall be solely responsible for the legality, safety, efficiency, and

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adequacy of the services performed hereunder.

E. Throughout the term of this Agreement, Consultant shall provide City reasonable

and meaningful access via telephone and e-mail to Consultant’s principals for the

purpose of fulfilling the contracted-for deliverables.

F. Any and all information provided to Consultant by City, of the type normally

available for the proposed services, which has been prepared by or for others

(including, but not limited to, the City, the State of Alabama, and various federal

agencies) will be considered “best available information” and thus appropriate

and sufficient for the services proposed herein. Consultant will not develop such

original information unless specifically included in the attachments incorporated

in Section 1.A.

SECTION 2: EXPENSE STRUCTURE; OPTIONAL SERVICES & FEES

A. The total compensation for services rendered by Consultant pursuant to Section

1.A. shall be an amount not to exceed fifteen thousand dollars ($15,000.00),

payable on a monthly basis as services are rendered and invoiced to City.

Consultant is solely responsible for submission of monthly detailed invoices

outlining the work performed and the payment due from City, terms net thirty

(30) days.

B. All fees and expenses related to Consultant’s performance are included in the total

compensation set forth in Section 2.A., and Consultant shall not be compensated

for any other expenses.

C. All taxes applicable to the payments made to Consultant hereunder shall be the

sole responsibility, obligation, and liability of Consultant.

D. Payment of compensation as set forth in Section 2.A. vests complete and

irrevocable ownership in the City of all paid-for deliverables created by

Consultant and City shall be perpetually vested with full usage rights of the same.

E. In the event that Consultant determines that additional services are necessary,

Consultant shall notify the City with reasonable promptness and explain the facts

and circumstances giving rise to the need. Consultant shall not proceed to provide

any additional services until Consultant receives written authorization of City.

Any additional services will be performed according to the Consultant’s hourly

rates and shall be subject to the budgetary restrictions of the City’s duly-adopted

budget for the then-current fiscal year.

SECTION 3: INDEMNIFICATION & INSURANCE

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A. Indemnification: Consultant agrees to hold harmless and indemnify City from and

against all injuries, deaths, claims, suits, damages, losses, liabilities, judgments, costs, and

expenses resulting from negligent performance of professional services on the part of Consultant

or its individual employees, officials, agents and representatives in the course of Consultant

providing services pursuant to the instant Agreement.

To the extent allowed by law, City agrees to hold harmless and indemnify Consultant

from and against all injuries, deaths, claims, suits, damages, losses, liabilities, judgments, costs,

and expenses resulting from willful malfeasance, bad faith or gross negligence on the part of City

or its individual employees, officials, agents and representatives in the course of receiving

services from Consultant pursuant to the instant Agreement.

B. Insurance: Consultant further agrees to maintain and keep in full force and effect at

all times during the term of this Agreement and any extensions thereof the following insurance

policies for the duration of this agreement: Commercial General Liability Insurance, including

officers, agents, and employees with per-project policy limits of not less than two million dollars

($2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage;

automobile liability covering owned and rented vehicles operated by Consultant with policy

limits of not less than one million dollars ($1,000,000.00) combined single limit and aggregate for

bodily injury and property damage; two million dollars ($2,000,000.00) Products/Completed

Operations Aggregate; one million dollars ($1,000,000.00) Personal and Advertising Injury limits

combined single limit or equivalent; one million dollars ($1,000,000.00) workers’ compensation;

and one million dollars ($1,000,000.00) Umbrella/Excess Liability Insurance. The Contractor shall

name the City and its employees, agents, and servants as additional insureds in said policies and

shall provide endorsements evidencing such coverage upon City’s request. In addition,

Consultant shall carry professional liability insurance covering Consultants negligent acts, errors,

and omissions in its performance of professional services with policy limits of not less than one

million dollars ($1,000,000.00) per claim and two million dollars ($2,000,000.00) in the aggregate.

All insurance policies as required of the Consultant in this Agreement shall be written by

a company or companies authorized and qualified to do business in the State of Alabama.

Contractor shall promptly file the certificates of all coverage required hereunder with City within

ten (10) days of the effective date of this Agreement. Each insurance policy and certificate shall

provide, in effect, that the policy may not be cancelled or non-renewed by the insurer until at

least thirty (30) days after the insurer shall have notified the City of such action in writing by

sending the same to the point of contact identified in Section 10. Consultant’s insurance shall

provide primary coverage as relates to other insurance carried by the City.

SECTION 4: COMMENCEMENT; TERM

This Agreement shall come into effect when the authorized representatives of each party

finally execute and affix their respective signatures hereto in their duly authorized capacities. In

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Page 4 of 7

the event the signatures are affixed on different dates, the date of the latter signature shall be the

date the Agreement comes into effect. This Agreement shall expire upon the City’s

acknowledgement of Consultant’s fulfillment of the terms of the Scope of Work contained herein.

SECTION 5: TERMINATION

This Agreement may be terminated by either party, with or without cause, upon the

provision of thirty (30) days’ notice to the other party. In the event of termination, Consultant

shall be entitled to payment only for services rendered as of the date of termination, and City

shall be entitled to receive only that work product created by Consultant as of the date of

termination.

SECTION 6: INDEPENDENT CONTRACTOR RELATIONSHIP

It is mutually understood and agreed, and it is the intent of the parties, that an

independent contractor relationship be and is hereby established under the terms and conditions

of this Agreement. It is further mutually understood and agreed that employees of Consultant

are not nor shall be deemed to be employees of City and that employees of City are not nor shall

they be deemed to be employees of Consultant.

SECTION 7: EXCUSED PERFORMANCE

In case performance of any terms or provisions hereof shall be delayed or prevented

because of compliance with any law, decree or order of any governmental agency or authority,

whether the same shall be of Local, State or Federal origin, or because of riots, war, public

disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God or any other

reason whatsoever which is not within the control of the party whose performance is interfered

with and which, by the exercise of reasonable diligence, said party is unable to prevent, the party

so suffering may, at its option, suspend, without liability, the performance of its obligations

hereunder during the period of such suspension of performance of duties hereunder.

SECTION 8: ASSIGNMENT

Neither Consultant nor City may assign or transfer this Agreement or any part thereof

without the express, written consent of the other party.

SECTION 9: ENTIRE AGREEMENT: WAIVER

This Agreement constitutes the entire Agreement between the parties with respect to the

provision of the services outlined herein and there are no other or further written or oral

understandings or agreements with respect thereto. No variation or modification of this

Agreement and no waiver of its provisions shall be valid unless in writing and signed by duly

authorized representatives of Consultant and City. This Agreement supersedes all other

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agreements between the parties.

SECTION 10: NOTICES

All notices to City shall be addressed to:

Director

City of Madison Planning Department

100 Hughes Road

Madison, Alabama 35758

With a copy to:

City Attorney

City of Madison Legal Department

100 Hughes Road


All notices to Consultant shall be addressed to:

Joel McWhorter

McComm Group, Inc.

402 Oak Street NE, Suite A

Decatur, Alabama 35601

SECTION 11: GOVERNING LAW

This Agreement shall be governed by the laws of the State of Alabama.

SECTION 12: MISCELLANEOUS PROVISIONS

A. If any provision of this Agreement shall be held to be invalid or unenforceable for

any reason, the remaining provisions shall continue to be valid and enforceable.

If a court finds that any provision of the Agreement is invalid or unenforceable,

but that by limiting such provision it would become valid and enforceable, then

such provision shall be deemed to be written, construed and enforced as so

limited.

B. The failure of either party to enforce any provision of this Agreement shall not be

construed as a waiver or limitation of that party's right to subsequently enforce

and compel strict compliance with every provision of this Agreement.

C. Nothing contained herein shall create a contractual relationship with, or any rights

in favor of, any third party.

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Page 6 of 7

D. In the event the terms set forth in the body of this Agreement conflict with the

terms set forth in any attachment hereto, the terms set forth in the body of this

Agreement shall prevail.

E. The headings of each section are inserted for reference purposes only. Any conflict

between a descriptive heading and the content of the section shall be resolved in

favor of the language contained in the section.

F. Consultant agrees to comply with all applicable Federal, State, and Local laws and

regulations, including, but not limited to, those pertaining to wages and hours of

employment. By signing this Agreement, the parties affirm, for the duration

hereof, that they will not violate federal immigration law or knowingly employ,

hire for employment, or continue to employ an unauthorized alien within the State

of Alabama. Furthermore, a party found to be in violation of this provision shall

be deemed in breach of the Agreement and shall be responsible for all damages

resulting therefrom.

IN WITNESS WHEREOF, the parties hereto affirm that they have the authority to execute

this Agreement on behalf of their respective entities for the entire term and have hereunto set

their hands and seals on the day and year respectively noted.

City of Madison, Alabama, Attest:

a municipal corporation

By: _______________________________________ ______________________________________

Paul Finley, Mayor Melanie A. Williard, City Clerk-Treasurer

Date: _____________________________________

STATE OF ALABAMA §

§

COUNTY OF MADISON §

I, the undersigned Notary Public, in and for said County, in said State, hereby certify that

Paul Finley and Melanie A. Williard, whose names as Mayor and the City Clerk-Treasurer,

respectively, of the City of Madison, Alabama, are signed to the foregoing instrument, and who

are known to me, acknowledged before me on this day that, being informed of the contents of the

instrument, they, as such officers and with full authority, executed the same voluntarily for and

as the act of the City of Madison, Alabama, a municipal corporation.

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Given under my hand and official seal this _____ day of _______________________, 2021.

________________________________

Notary Public

McComm Group, Inc.

Consultant

By: ____________________________________

Printed: ________________________________

Its: _____________________________________

Date: ___________________________________

STATE OF ALABAMA §

§

COUNTY OF ___________________ §

I, the undersigned authority, a Notary Public in and for said County in said State, hereby

certify that _________________________, whose name as _______________________ of McComm

Group, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before

me on this day that, being informed of the contents of the instrument, s/he, as such officer and

with full authority, executed the same voluntarily for and as the act of said entity.

Given under my hand this the _______ day of ________________________________, 2021.

________________________________

Notary Public

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A RESOLUTION APPROVING ON OR OFF-PREMISE BEER & WINE LICENSE

FOR PHO V NAM, LLC

WHEREAS, the Alabama Alcoholic Beverage Control Board (“ABC”) has requested

the consent of the governing body of the City of Madison, Alabama, prior to issuing an on or

off-premise beer and wine license to Pho V Nam, LLC, d/b/a Pho V Nam, which has applied

for said license for its location at 12090 County Line Road, Suite J; and

WHEREAS, the Revenue Director has received written approval for the application of

Pho V Nam from the Madison Police Department, Building Department, and Fire Department,

all of which are required by Chapter 4 of the Code of Ordinances, City of Madison, Alabama;


the City Council hereby consents to the issuance of an ABC on or off-premise beer and wine

license to Pho V Nam for its 12090 County Line Road, Suite J location and that the Revenue

Director is authorized to forward proof of the same to the ABC; and

BE IT FURTHER RESOLVED that upon the ABC’s grant of the license, the Revenue

Director is authorized to issue a City on or off-premise beer and wine license to Pho V Nam.



__________________________________________



ATTEST:

____________________________________



APPROVED this 28th day of jUne, 2021.

__________________________________________

Paul Finley, Mayor


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A RESOLUTION AUTHORIZING AGREEMENT WITH

TRANE U.S., INC., D/B/A TRANE


the Mayor is authorized and directed to execute a contractor agreement for the purchase and

installation of a Tracer SC+ System Controller at the Madison Municipal Complex, said

document to be substantially similar in purpose, intent, and composition to that certain

document attached hereto and identified as “Contractor Agreement,” and that the City Clerk-

Treasurer is hereby authorized to appropriately attest the same; and


relationship established by such acceptance and execution, the Mayor or his designee shall be

hereby authorized for the entire term of the Agreement to execute any and all documentation

necessary to enforce and comply with the terms thereof, subject to the budgetary restrictions

set forth by the Council in its duly-adopted budget for the then-current fiscal year; and


department that the services precedent to payment have been satisfied, the Finance Director

is hereby authorized to forward payment to Trane U.S., Inc., d/b/a Trane, in the amount(s) and

manner authorized by the purchase order accepted by passage of this resolution.



_________________________________

Greg Shaw, Council President


ATTEST:

___________________________________________




_________________________________

Paul Finley, Mayor


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1

CONTRACTOR AGREEMENT

This AGREEMENT is made and entered into this ______ day of __________________, 2021, by

and between the City of Madison, Alabama, a municipal corporation, hereinafter referred to as

“Owner”, and Trane U.S., Inc., d/b/a Trane, hereinafter referred to as the “Contractor”.

WITNESSETH:

1. Scope of Work: For and in consideration of the payment by Owner as hereinafter

provided, Contractor does hereby contract and agree to provide and install a Tracer SC+ System

Controller at the Madison Municipal Complex, (the “Work”) in accordance with the plans,

specifications, and directions contained in the following exhibits, which are attached to this

Agreement and incorporated into it by reference:

Exhibit A. Contractor’s proposal dated June 17, 2021

2. Compensation: For the above described work as and when satisfactorily

performed, Owner agrees to pay Contractor by monthly progress payments for the total sum not

to exceed thirty four thousand thirty six dollars and sixty cents ($34,036.60). Contractor is

solely responsible for submission of monthly detailed invoices outlining the work performed and

the payment due from City, terms net thirty (30) days. Owner will withhold ten percent (10%)

retainage until final acceptance. Contractor will furnish Owner with partial lien waivers on

Owner’s forms with each draw request. City will pay the remaining amount to Contractor only

after City has inspected and accepted all work to be completed and upon the receipt of a final

invoice from Contractor, terms net thirty (30) days. Prior to release of retainage, Contractor will

furnish Owner with a one (1) year written warranty, any special warranties required by the plans

and specifications, and Final Lien Waivers/Releases from Contractor, any subcontractor and any

material suppliers, all on forms supplied by and satisfactory to the Owner.

3. Additional Services: Contractor shall make all alterations and changes, and perform

all extra work or omit any work, which the Owner may require in writing, and at a reasonable addition

to or deduction from the contract price set forth herein. NO EXTRA WORK, ALTERATIONS OR

CHANGES SHALL BE MADE, HOWEVER, EXCEPT UPON WRITTEN ORDER FROM

OWNER, AND OWNER SHALL NOT BE HELD LIABLE TO CONTRACTOR FOR ANY

EXTRA WORK, ALTERATIONS OR CHANGES FURNISHED WITHOUT SUCH WRITTEN

ORDER. NO OFFICER, EMPLOYEE, OR AGENT OF OWNER HAS ANY AUTHORITY TO

DIRECT ANY EXTRA WORK ALTERATIONS OR CHANGES BY ORAL ORDER.

4. Term of Agreement: This Agreement shall come into effect when the authorized

representatives of each party finally execute and affix their respective signatures hereto in their

duly authorized capacities. In the event the signatures are affixed on different dates, the date of

the latter signature shall be the date the Agreement comes into effect. This Agreement shall expire

upon the City’s acknowledgement of Contractor’s fulfillment of the terms of the Scope of Work

contained herein.

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5. Time of the Essence: Time is of the essence in Contractor’s performance of its

work, and Contractor shall perform according to the schedule furnished by Owner. The schedule

can be updated or revised by the Owner, and the Contractor shall perform accordingly. Should

Contractor be delayed in its final completion through no fault of its own, its subcontractors or

vendors, it will only be entitled to a commensurate extension of time in the schedule, and

Contractor hereby waives any monetary claim for delay, disruption, inefficiency, impact, or

suspension.

6. Subcontractors: Contractor shall promptly make payments to all persons

supplying the Contractor with labor, tools, supplies, and equipment used or to be used in the

prosecution of the work or in connection therewith. Any payments not so made by the Contractor

when earned or due may be made by the Owner and the amounts thereof deducted from any

moneys at any time earned or due the Contractor under this agreement. Furthermore, Contractor

shall hold and save the Owner harmless from any and all claims, actions, suits, or liens by any

such persons. Contractor hereby waives and releases any lien or right of lien it may assert against

the improved property, the Owner or any contract funds as provided by law or in equity.

7. Work Conditions: All construction and work performed hereunder by Contractor

and its employees, if any, shall be in strict accordance with the plans, specifications and directions

furnished by the Owner. Contractor shall, at Contractor’s expense, comply with the Owner’s clean-

up, operational, and other facility procedures and shall at all times keep the facility and premises

free from debris and unsafe conditions resulting from the Contractor’s Work. Contractor shall give

adequate notices to any and all authorities pertaining to the Contractor’s Work and secure and pay

for all permits, fees, licenses, assessments, inspections, and taxes necessary to complete the

Contractor’s Work.

8. Owner Suspension of Work: Owner may expressly order the Contractor in

writing to suspend, delay, interrupt, or terminate all or any part of the Contractor’s work for such

period of time as may be determined to be appropriate for the convenience of the Owner. In such

event, Owner shall not be liable for unearned anticipated profit on the Contractor’s work not

performed as of the termination date, nor shall Owner be liable to the Contractor for any delay,

impact, consequential, indirect, or other damages.

9. Compliance with Laws: Contractor promises and agrees that it will be responsible

for all workmen employed or engaged by it in the performance of this contract and that it will be

responsible for complying with all Federal and State laws and regulations pertaining to the

withholding of income taxes, Social Security, and unemployment compensation payments of its

employees. Contractor warrants and agrees that it and its employees shall at all times observe and

comply with all applicable laws and regulations of the United States and of any state, county, or

city having jurisdiction of the place where any word hereunder is being done.

Contractor agrees to fully comply with the Occupational Safety & Health Act of 1970 and

successive legislation and any and all regulations issued pursuant thereto. Contractor shall defend,

indemnify and hold Owner harmless from any claims or charges of any kind by reason of

Contractor failing to fully comply with the Act and its regulations, and agrees to reimburse the

Owner for any fines, damages, or expenses of any kind incurred by the Owner by reason of the

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Contractor’s failure to comply. Contractor shall be solely responsible for project safety and is

solely responsible for the safety of its own employees.

By signing this Contract, the contracting parties affirm, for the duration of the agreement,

that they will not 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 found to be in violation of this provision shall be deemed in breach of the agreement and

shall be responsible for all damages resulting therefrom, to the extent allowed by Federal law.

Contractor hereby represents, warrants and covenants to Owner as follows: Contractor (i) has

complied, and shall at all times during the term of this agreement comply, in all respects with all

immigration laws, statutes, rules, codes, orders and regulations, including, without limitation, the

Immigration Reform and Control Act of 1986, as amended, and the Illegal Immigration Reform

and Immigrant Responsibility Act of 1996, as amended, and any successor statutes thereto, (ii) has

properly maintained, and shall at all times during the term of this agreement properly maintain, all

records required by the United States Citizenship and Immigration Services (the "USCIS"),

including, without limitation, the completion and maintenance of the Form I-9 for each of

Contractor's employees, and (iii) has responded, and shall at all times during the term of this

agreement respond, in a timely fashion to any inspection requests related to such I-9 Forms.

10. Independent Contractor: It is expressly agreed by and between the parties hereto

that the Contractor is an independent contractor and said Contractor shall not be deemed or

construed to be an employee or agent of Owner, or any of Owner’s elected officials, principals,

employees, members, managers, partners, or affiliates.

11. Insurance & Indemnification: Contractor will furnish Owner a Certificate of

Insurance naming Owner as an additional insured, as well as evidence of required general

contractor licensing, all acceptable to Owner, at the time of execution of this Agreement. To the

fullest extent permitted by law, the Contractor shall indemnify and hold harmless Owner

(including its affiliates, parents, and subsidiaries) and all of its agents, officers, elected officials,

members, managers, and employees from and against all claims, damages, losses, and expenses,

including but not limited to, court costs, and reasonable attorney’s fees, arising out of, related to

or resulting from the performance of the Contractor’s work or the Contractors’ failure to perform

its obligations under this Agreement, regardless of whether such claims, damages, losses, and

expenses are caused by, or are alleged to be caused by, in whole or in part, the acts, omissions, or

negligence of a party indemnified hereunder.

12. Termination: If the Contractor refuses or fails to supply enough properly skilled

workers, competent supervision, or proper materials, to maintain the schedule of work, or to make

prompt payment to its workers, subcontractors, or suppliers, or if the Contractor disregards laws,

ordinances, rules, regulations, or orders of any public authority having jurisdiction, or otherwise

is responsible for a material breach of this Agreement, and thereafter fails within three (3) working

days after receipt of written notice from Owner to commence and continue satisfactory correction

of such default with diligence and promptness, then the Owner, without prejudice to any others

rights or remedies, shall have the right to terminate Contractor’s employment under this

Agreement and withhold payment of any monies due the Contractor pending corrective or curative

action to the extent required by and to the satisfaction of the Owner. All of the costs incurred by

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the Owner in completing or correcting the Contractor’s work, including overhead, profit, court

costs and reasonable attorney’s fees, shall be deducted from any monies due or to become due the

Contractor from Owner and shall otherwise be reimbursed by the Contractor and its surety.

13. Governing Law & Dispute Resolution: The laws of the State of Alabama shall

govern the validity of this Agreement, the construction of its terms, the interpretation of the rights,

the duties of the parties, the enforcement of its terms, and all other matters relating to this

Agreement. All claims, disputes, and any other matters in question between Owner and the

Contractor arising out of or relating to this Agreement, at the sole election of the Owner, shall be

decided either by a court located in Madison County, Alabama, or by binding arbitration in

accordance with the Construction Industry Arbitration Rules of the American Arbitration

Association. The location of the arbitration proceeding shall be Madison County, Alabama. Any

award rendered by the arbitrators shall be final, and judgment may be entered thereon in

accordance with applicable law in any court having jurisdiction thereof.

14. Open Trade: By signing this contract, Contractor represents and agrees that it is

not currently engaged in, nor will it engage in, any boycott of a person or entity based in or doing

business with a jurisdiction with which the State of Alabama can enjoy open trade.

15. Entire Agreement: This Agreement represents the entire and integrated agreement

between the parties hereto and supersedes all prior negotiations, representations or agreements,

either written or oral. There shall be no modification of this Agreement, except in writing, signed

by both parties, executed with the same formalities as with original instrument.

16. Severability: If any provision of this Agreement shall be held to be invalid or

unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting

such provision it would become valid and enforceable, then such provision shall be deemed to be

written, construed and enforced as so limited.

17. Waiver: The failure of either party to enforce any provision of this Agreement

shall not be construed as a waiver or limitation of that party's right to subsequently enforce and

compel strict compliance with every provision of this Agreement.

18. No Third-Party Beneficiaries: Nothing contained herein shall create a contractual

relationship with, or any rights in favor of, any third party.

19. Conflicts: In the event the terms set forth in the body of this Agreement conflict

with the terms set forth in any attachment hereto, the terms set forth in the body of this Agreement

shall prevail.

20. Headings: The headings of each section are inserted for reference purposes only.

Any conflict between a descriptive heading and the content of the section shall be resolved in favor

of the language contained in the section.

21. Notices:

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All notices to the City shall be addressed as follows:

City of Madison Building Department

Attn: Building Director

100 Hughes Road


With a copy to:


Attn: City Attorney

100 Hughes Road


All notices to Contractor shall be addressed as follows:

Trane U.S. Inc., dba Trane

301 James Record Road

Huntsville, Alabama 35824

IN WITNESS WHEREOF, the parties hereto affirm that they have the authority to

execute this Agreement on behalf of their respective entities for the entire term and have hereunto

set their hands and seals on the day and year respectively noted.



By: _______________________________ ________________________________


Date: _____________________________

STATE OF ALABAMA §

§






instrument, they, as such officers and with full authority, executed the same voluntarily for and as

the act of the City of Madison, Alabama, a municipal corporation.

Given under my hand and official seal this _____ day of _______________, 2021.

________________________________

Notary Public

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TRANE U.S., INC., D/B/A TRANE

CONTRACTOR

By: __________________________________________

Printed: _______________________________

Its: ____________________________________

Date: ________________________________________

STATE OF ________________ §

§

COUNTY OF ______________ §


certify that ________________________________, whose name as _______________________

of Trane U.S., Inc., d/b/a Trane, is signed to the foregoing instrument and who is known to me,

acknowledged before me on this day that, being informed of the contents of the instrument, s/he,

as such officer and with full authority, executed the same voluntarily for and as the act of said

entity.

Given under my hand and official seal this _____ day of _______________, 2021.

__________________________

Notary Public

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Madison City Hall Controls Upgrade Proposal ID: 3062210

© 2021 Trane Technologies All Rights Reserved Page 1 of 5 Service Quote

Trane U.S. Inc. dba Trane 301 James Record Road Huntsville, AL 35824 Phone: (256) 850-7600 Fax: (256) 850-7601 Service Contact: (800) 582-5222 June 17, 2021 City of Madison 100 Hughes Road MADISON, AL 35758 U.S.A.

Site Address: Madison City Hall 100 Hughes Rd MADISON, AL 35758

ATTENTION: Dustin Riddle PROJECT NAME: Madison City Hall Controls Upgrade We are pleased to propose the following: SCOPE OF SERVICE

Tracer SC+ System Controller o Provide a Tracer System Controller (SC+)

Upgrading existing Tracker Panel to SC+ New enclosure Transfer of current system components, programming and building information to SC by

Trane technician

Updated Graphics

Replacement of existing obsolete unitary control boards with newest generation unitary controllers CONTROL SYSTEM SERVICES INCLUDED

Kick-off meeting with owner and/or owner’s representative for service project coordination

Coordinate with owner for security access and project implementation

Programming & Checkout of provided equipment and controls

Trane service project closeout provisions shall consist of the following: o Backup installed system at completion of project.

SCOPE OF SERVICE – TRACER SC SOFTWARE MAINTENANCE PLAN (1 YEAR)

Trane releases firmware updates up to 2 times/year; This update would include Trane’s most up to date security and functionality features.

*SCOPE OF SERVICE – WATER PLANT UPGRADE *Trane proposes an add to provide labor and materials for the water plant.

Integration of existing boiler, boiler pumps, and cooling tower into new building automation system o Demolition of existing legacy boiler plant control enclosure o Installation of new programmable controller for BAS control and monitoring of boiler, pumps, and

cooling tower

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PRICING AND ACCEPTANCE SC Upgrade Price…………………………………………………………………… $24,816.40 ADD - Water Plant upgrade add………………………………………..…….$9,220.20

TOTAL PRICE……………………….………………………………………………..$34,036.60 CLARIFICATIONS

1. Applicable taxes are included. 2. Any service not listed is not included. 3. Work will be performed during normal Trane business hours. 4. This proposal is valid for 30 days from June 17, 2021.

COVID-19 NATIONAL EMERGENCY CLAUSE The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic (“Covid-19 Pandemic”). With the continued existence of Covid-19 Pandemic and the evolving guidelines and executive orders, it is difficult to determine the impact of the Covid-19 Pandemic on Trane’s performance under this Agreement. Consequently, the parties agree as follows:

1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below;

2. Each party will abide by any federal, state (US), provincial (Canada) or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard its employees, subcontractors, agents and suppliers;

3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves; and

4. If Trane’s performance is delayed or suspended as a result of the Covid-19 Pandemic, Trane shall be entitled to an equitable adjustment to the project schedule and/or the contract price.

This agreement is subject to Customer’s acceptance of the attached Trane Terms and Conditions – Quoted Service.

CUSTOMER ACCEPTANCE

Authorized Representative

Printed Name

Title

Purchase Order

Acceptance Date

Trane’s License Number: AL-15136

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TERMS AND CONDITIONS – QUOTED SERVICE “Company” shall mean Trane U.S. Inc. dba Trane. To obtain repair service within the scope of Services as defined, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. That Trane District office is responsible for Trane’s performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement, Trane will be responsible for the cost of transporting a part requiring service. 1. Agreement. These terms and conditions are an integral part of Company’s offer and form the basis of any agreement (the “Agreement”) resulting from Company’s proposal (the “Proposal”) for the services (the “Services”) on equipment listed in the Proposal (the “Covered Equipment”). COMPANY’S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service (“Connected Services Terms”), available at https://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to Company’s terms and conditions. If Customer’s order is expressly conditioned upon the Company’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company’s terms and conditions attached or referenced serves as Company’s notice of objection to Customer’s terms and as Company’s counter-offer to provide Services in accordance with the Proposal. If Customer does not reject or object in writing to Company within 10 days, the Company’s counter-offer will be deemed accepted. Customer’s acceptance of the Services by Company will in any event constitute an acceptance by Customer of Company’s terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer’s obligation to pay for Services rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a) thirty (30) days of the date this

Agreement was mailed to Customer or (b) twenty (20) days of the date this Agreement was delivered to Customer, if it was delivered at the

time of sale, and no Services have been provided by Company under this Agreement, the Agreement will be void and Company will refund to

Customer, or credit Customer’s account, the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%)

penalty per month will be added to a refund that is due but is not paid or credited within forty-five (45) days after return of this Agreement to

Company. Customer’s right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been

provided by Company under this Agreement prior to its return to Company.

5. Cancellation by Company. This Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer, or credit Customer’s account, that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. 6. Services Fees and Taxes. Fees for the Services (the “Service Fee(s)”) shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company’s regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs (including attorneys’ fees) incurred by Company in attempting to collect amounts due. 7. Payment. Payment is due upon receipt of Company’s invoice. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys’ fees) incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead) 9. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. Customer must reimburse Trane for services, repairs, and/or replacements performed by Trane at Customer’s request beyond the scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular, overtime, or holiday rates for labor/labour and prices for materials. Prior to Trane performing the additional services, repairs, and/or replacements, Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10. Customer Obligations. Customer shall: (a) provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; and (b) unless otherwise agreed by Customer and Company, at Customer’s expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. 11. Exclusions. Unless expressly included in the Proposal, the Services do not include, and Company shall not be responsible for or liable to the Customer for, any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from any of the following: (a) Any guarantee of room conditions or system performance; (b) Inspection, operation, maintenance, repair, replacement or performance of work or services outside the Services; (c) Damage, repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure;

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https://www.trane.com/TraneConnectedServicesTerms



(d) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement (“Pre-Existing Conditions”) including, without limitation, damages, losses, or expenses involving a Pre-Existing Condition of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould, bacteria, microbial growth, fungi or other contaminates or airborne biological agents; and (e) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included with the Proposal. 12. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to the Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and (b) the labor/labour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the "Limited Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company’s obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labor/labour. No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty include claims, losses, damages, and expenses in any way connected with, related to, or arising from failure or malfunction of equipment due to the following: wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of Company equipment may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by the component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMIDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE, OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, “CONTAMINANTS”), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO 13. Indemnity. To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 14. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER’S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER’S DATA OR COMMUNICATIONS NETWORK. 15. COVID-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in closed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, “COVID-19 LIABILITIES”) AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID-19 LIABILITIES. 16. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, “Hazardous Materials”). Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless.

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17. Insurance. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company’s insurance policy, Company will do so but only subject to Company’s manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation 18. Force Majeure. Company’s duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company’s election (i) remain in effect but Company’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon ten (10) days notice to Customer, in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tornado; storm; fire; civil disobedience; pandemic insurrections; riots; labor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 19. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Services are performed without regard to choice of law principles which might otherwise call for the application of a different state’s or province’s law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the premises are owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the Services. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. No modifications, additions or changes may be made to this Agreement except in a writing signed by Company. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 20. Equal Employment Opportunity/Affirmative Action Clause. Company is a United States federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250; and Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 21. U.S. Government Contracts. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement / Purchase Order are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. government contract, Customer agrees and hereby certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offer or agreement, other than the Proposal or this Agreement. 22. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein “Action”) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer’s tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms.

1-10.48 (0720) Supersedes 1-10.48 (0919)

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TRANE’S SAFETY STANDARD Trane is committed to providing a safe work environment for all employees and to preventing accidents in its business operations. To accomplish our objectives Trane has instituted safety programs, procedures and training that incorporate a progressive approach to injury prevention. PROVEN SAFETY SUCCESS Trane’s safety culture in North America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. TRANE INJURY RATES V. INDUSTRY COMPETITORS Since 2003 the US Bureau of Labor Statistics records reflect Trane’s Total Recordable Rate (TRIR) and Days away from work (DAFW) rate have been significantly lower than HVAC repair and maintenance contractors and Specialty Trade contractors (construction).Trane’s safety culture in America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane’s incident (OSHA) rates are consistently 50-70% below the industry average. This outstanding safety achievement is the end result of the rigorous team oriented approach to our safety program that creates accountability and empowerment in all employees and management and fuels our institutional safety culture. This is the key to our continual improvement. SAFETY TOOLS, TRAINING & EXPERTISE Trane’s service and contracting technicians are not only among the most skilled in the industry they are also extensively trained in safe work procedures. Our technicians receive safety training, equipment, tools, procedures, and management support to identify jobsite hazards and take appropriate measures to prevent personal injuries. The resources available to Trane technicians include: Safety Training – 20 hrs per year, including classroom and web-based platforms. -Topics include, but are not limited to, Lockout/Tagout, Confined Space Entry, Hazard Communication,

Respiratory Protection, Hearing Conservation, Excavations, Scaffolding, Rigging, Powered Industrial Truck operation, Ladders, Vehicle Safety, Fire Protection, PPE, Emergency Response, First Aid / CPR.

Electrical Safety – NFPA 70E compliant – electrical PPE; flame-resistant clothing; training. Fall Protection – full complement of fall arrest and fall restraint equipment for each technician. Ergonomics – custom-designed for HVAC field technicians, includes training, material handling equipment

and procedures. Smith System Safe Driving Program – Trane’s safety Managers are certified instructors; safety Managers train

technicians; 1-800 “How’s My Driving?” stickers are located on the back of service vehicles. USDOT compliance – technicians scheduled within Material of Trade and Hours of Service limits and are fully

qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs.

Refrigerant Management – Service technicians are trained to manage refrigerant in accordance with U.S. EPA rules using a sophisticated electronic tracking system developed by Trane.

Empowerment - Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely, the technician is required to ask a qualified person for assistance before proceeding with work.

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MANAGEMENT LEADERSHIP AND COMMITMENT Accident prevention is a primary responsibility of management at Trane. Trane’s safety culture is based on the following management principles: Leadership at the local level manages the local organization’s safety performance. Management is financially accountable for safety performance. Local management is actively engaged in risk reduction activities and training and manages safety

performance outcomes. Management clearly communicates to all Trane employees their safety expectations and strongly enforces

compliance with those expectations. Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements: The Safety Management System developed by Trane – developed in accordance with OHSAS 18001. Audits and Inspections – Supervisors, Middle and Upper Managers must conduct field inspections. Corporate

Safety conducts detailed compliance and management systems audits. Company safety compliance programs – ensure that they are fully implemented. Safety and environmental performance – tracked using a Balanced Scorecard with leading and lagging

indicators and metrics. Subcontractor Qualification – implement this process to promote safety and safety plan compliance on

multi-employer job sites. Six Sigma and Lean – use these productivity tools to enhance safety on job sites. Drug and Alcohol Policy – mandatory DOT required for-cause and post-accident testing after recordable

injuries and property damage. Motor Vehicle Records Search – annual checking of driving records of employees driving company vehicles. JOBSITE SAFETY EQUALS CUSTOMER VALUE At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on-time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record.

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SITE COVERAGE

Madison City Hall 100 Hughes Rd, MADISON, AL 35758, United States

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A RESOLUTION AUTHORIZING CHANGE ORDER NO. 6

TO AGREEMENT WITH ROGERS GROUP, INC.,

FOR THE SULLIVAN STREET WIDENING PROJECT

WHEREAS, the City Council authorized an agreement with Reed Contracting

Services, Inc., (“Reed”) on August 12, 2019, by Resolution 2019-217-R for the construction of

the Sullivan Street Widening project; and

WHEREAS, on March 8, 2021, by virtue of passage of Resolution Number 2021-76-R,

the City Council of the City of Madison, Alabama, accepted assignment of this agreement to

Rogers Group, Inc.; and

WHEREAS, the Director of Engineering has recommended additional work to be

completed by the contractor which was determined to be necessary once construction was

underway; and

WHEREAS, the Director of Engineering, in requesting the Change Order, has provided

Council with a signed statement indicating the need and justification for the additional work;

NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of

Madison, Alabama, that the City Council finds that the Director of Engineering has established

that the proposed Change Order is appropriate and due to be allowed because the work is a

relatively minor addition to the contract, the work was not contemplated when the plans and

specifications of the project were prepared, and the change order does not exceed 10% of the

contract price.

BE IT FURTHER RESOLVED that the original contract for the Sullivan Street

Widening project for the City of Madison, Alabama, is hereby amended to authorize the work

described in the attached scope of services, such amendment to be limited to the additional

work requested by the City Engineer, and the provisions of the original contract remain

unchanged.

READ, PASSED, AND ADOPTED this 28th day of June, 2021.

__________________________________

Greg Shaw, Council President


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ATTEST:

_____________________________________




_______________________________________

Paul Finley, Mayor


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1


Legal Department—Competitive Purchasing Division

INVITATION TO BID

#2019-011-ITB | Sullivan Street Widening

Issued June 30, 2019

AMENDMENT TO AGREEMENT

This Amendment to the Agreement dated September 18, 2019 (“Amendment”) is made

and entered into by and between the City of Madison, Alabama, a municipal corporation, located

at 100 Hughes Road, Madison, Alabama 35758, hereinafter referred to as the “City,” and Reed

Contracting Services, Inc., located at 2512 Triana Blvd. S.W., Huntsville, Alabama 35805,

hereinafter referred to as the “Contractor.”

RECITALS:

WHEREAS, by virtue of passage of Resolution Number 2019-217-R, the City Council of

the City of Madison awarded the Bid for the Sullivan Street Widening project (the “Project”) in

the amount of five million seven hundred thirty four thousand nine hundred eighty seven

dollars and thirty eight cents ($5,734,987.38); and

WHEREAS, on September 18, 2019, the parties entered into an Agreement for the Project

(the “Agreement”) pursuant to such award; and

WHEREAS, on March 8, 2021, by virtue of passage of Resolution Number 2021-76-R,

the City Council of the City of Madison, Alabama, accepted assignment of this agreement to

Rogers Group, Inc.; and

WHEREAS, Article I, Section A of said Agreement outlined the services to be provided

by Contractor and specified that all services shall be done in accordance with the Invitation to Bid;

and

WHEREAS, the Agreement allows for amendments and change orders to the original

contract as stated in Article II, Section F; and

WHEREAS, the Director of Engineering has recommended certain modifications to the

contract, which are described in the Change Order attached hereto as Attachment A; and

WHEREAS, the Director of Engineering, in requesting the Change Order, has provided a

signed statement explaining the need and justification for the additional work attached hereto as

Attachment B; and

WHEREAS, the contemplated addition to the Agreement was not foreseen when the plans

and specifications were prepared and does not exceed ten percent (10%) of the Contract price; and

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WHEREAS, the City Council has approved of this Amendment via Resolution No. 2021-

193-R; and

WHEREAS, the City and Contractor mutually desire to amend the Agreement as described

above, pursuant to Article II, Section F of the Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the parties’

respective agreements, promises, representations, and warranties contained herein, City and

Contractor agree as follows:

A. Amendment to Agreement:

1. Article II, Section A is hereby amended as follows: City will pay Contractor an

additional amount not to exceed one hundred seven thousand twenty eight

dollars and seventy five cents ($107,028.75) for the Sullivan Street Widening

project. Payment will be made for services rendered upon presentation by

Contractor of a valid invoice, terms net thirty (30) days.

2. Attachment A, Change Order, is hereby incorporated into the Agreement as

Exhibit A.

B. Remainder.

Unless specifically amended in Section A., all other provisions, attachments, content,

language, recitals, covenants, promises, guarantees, and commitments contained in, referenced in,

or incorporated into the original Agreement remain valid and in full force and effect.

C. Effective Date.

The foregoing amendments shall be effective as of the date of final execution by the parties.

IN WITNESS WHEREOF, City and Contractor have caused this Amendment to the

Agreement to be executed in their respective names by their duly authorized officers on the dates

set forth below, the latter of which is hereby deemed to be the effective date of this Amendment.

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CITY OF MADISON, ALABAMA,


By: ____________________________________

Paul Finley, Mayor

Attest: _________________________________


Date: __________________________________

STATE OF ALABAMA §

§




respectively, of the CITY OF MADISON, ALABAMA, are signed to the foregoing instrument,

and who are known to me, acknowledged before me on this day that, being informed of the

contents of the instrument, they, as such officers and with full authority, executed the same

voluntarily for and as the act of the City of Madison, Alabama, a municipal corporation.

Given under my hand and official seal this ____ day of __________________, 2021.

_______________________________________

Notary Public

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ROGERS GROUP, INC.

By: ____________________________________________

Its: ____________________________________________

Date: __________________________________________

STATE OF ALABAMA §

§


I, the undersigned authority, as Notary Public in and for said County in said State, hereby

certify that ________________________, whose name as __________________ of Rogers

Group, Inc., is signed to the foregoing instrument, and who is known to me, acknowledged before

me on this day that, being informed of the contents of the instrument, s/he as such officer and with

full authority, executed the same voluntarily for and as the act of said corporation on the day the

same bears date.

Given under my hand and official seal this _____ day of ________________ 2021.

_________________________________________

Notary Public

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A RESOLUTION AUTHORIZING PROFESSIONAL SERVICES

AGREEMENT WITH MORELL ENGINEERING, INC.


the Mayor is authorized and directed to execute on behalf of the City a Professional Services

Agreement with Morell Engineering, Inc., for the provision of professional engineering

services to provide a Construction Best Management Practices Plan and Inspection Monitoring

services for the roadway extension of Garner Street, said Agreement to be substantially similar

in purpose, intent, and composition to that certain document attached hereto and identified as

“Professional Services Agreement,” and that the City Clerk-Treasurer is hereby authorized to

appropriately attest the same; and








Finance Director is hereby authorized to forward payment to Morell Engineering, Inc., in the

amount(s) and manner set forth in the Agreement authorized by passage of this resolution.



__________________________________________



ATTEST:

_______________________________________




__________________________________________

Paul Finley, Mayor


13.B.2.a

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Professional Services Agreement Morell Engineering, Inc.

Page 1 of 7

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT for professional services is made by and between the City of

Madison, Alabama, a municipal corporation, located at 100 Hughes Road, Madison, Alabama

35758, hereinafter referred to as “City,” and Morell Engineering, Inc., located at 711 East Hobbs

Street, Athens, Alabama 35611, hereinafter referred to as “Consultant.”

WITNESS TO:

WHEREAS, the City of Madison seeks professional engineering services to provide a

Construction Best Management Practices Plan and Inspection Monitoring services for the

roadway extension of Garner Street; and

WHEREAS, the best interests of the City and its residents will be served by retaining an

experienced provider of such services; and

WHEREAS, Consultant is an experienced provider of the services required and is capable

of providing the same in a professional, timely manner; and

WHEREAS, the City desires to avail itself of Consultant's unique abilities and services

and Consultant desires to provide same to City;

NOW, THEREFORE, in consideration of mutual covenants and agreements herein set

forth, the parties, intending to be legally bound, hereby agree as follows:

SECTION 1: SCOPE OF WORK

A. Pursuant to the provisions of this Agreement, Consultant will provide the

following services to City: Professional engineering services to provide a

Construction Best Management Practices Plan and Inspection Monitoring services

for the roadway extension of Garner Street, said services to be provided according

to the Consultant’s proposal dated June 22, 2021 (“Attachment A”), which is

attached hereto and wholly incorporated herein by this reference.

B. Consultant agrees to comply with all applicable Federal, State, and Local laws and

regulations, including, but not limited to, those pertaining to wages and hours of

employment. By signing this Agreement, the parties affirm, for the duration

hereof, that they will not violate federal immigration law or knowingly employ,

hire for employment, or continue to employ an unauthorized alien within the State

of Alabama. Furthermore, a party found to be in violation of this provision shall

13.B.2.b

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Page 2 of 7

be deemed in breach of the Agreement and shall be responsible for all damages

resulting therefrom.

C. Consultant shall ensure that all designs created as a result of this agreement

comply with the Americans with Disabilities Act (ADA), the City’s ADA

Pedestrian Facilities Plan, dated August 29, 2016, as well as the City’s ADA Self-

Evaluation and Transition Plan, dated August 29, 2016.

D. Consultant shall thoroughly and proficiently perform all services using reasonable

diligence and exercising the best judgment, care, and skill ordinarily used by

similar persons providing the same or similar services under the same or similar

circumstances.

E. Consultant shall furnish all supplies, materials, machinery, equipment, and

means, except as otherwise expressly specified herein, necessary or proper to carry

out the services required by this Agreement.

F. Consultant shall perform all services in accordance with the provisions of this

Agreement and shall be solely responsible for the legality, safety, efficiency, and

adequacy of the services performed hereunder.

G. Throughout the term of this Agreement, Consultant shall provide City reasonable

and meaningful access via telephone and e-mail to Consultant’s principals for the

purpose of fulfilling the contracted-for deliverables.

H. Any and all information provided to Consultant by City, of the type normally

available for the proposed services, which has been prepared by or for others

(including, but not limited to, the City, the State of Alabama, and various federal

agencies) will be considered “best available information” and thus appropriate

and sufficient for the services proposed herein. Consultant will not develop such

original information unless specifically included in the attachments incorporated

in Section 1.A.

SECTION 2: EXPENSE STRUCTURE; OPTIONAL SERVICES & FEES

A. The total compensation for services rendered by Consultant pursuant to Section

1.A. shall be an amount not to exceed four thousand dollars ($4,000.00), payable

on a monthly basis as services are rendered and invoiced to City. Consultant is

solely responsible for submission of monthly detailed invoices outlining the work

performed and the payment due from City, terms net thirty (30) days.

B. All fees and expenses related to Consultant’s performance are included in the total

compensation set forth in Section 2.A., and Consultant shall not be compensated

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Page 3 of 7

for any other expenses.

C. All taxes applicable to the payments made to Consultant hereunder shall be the

sole responsibility, obligation, and liability of Consultant.

D. Payment of compensation as set forth in Section 2.A. vests complete and

irrevocable ownership in the City of all paid-for deliverables created by

Consultant and City shall be perpetually vested with full usage rights of the same.

E. In the event that Consultant determines that additional services are necessary,

Consultant shall notify the City with reasonable promptness and explain the facts

and circumstances giving rise to the need. Consultant shall not proceed to provide

any additional services until Consultant receives written authorization of City.

Any additional services shall be subject to the budgetary restrictions of the City’s

duly-adopted budget for the then-current fiscal year.

SECTION 3: INDEMNIFICATION & INSURANCE

A. Indemnification: Consultant agrees to hold harmless and indemnify City from and

against all injuries, deaths, claims, suits, damages, losses, liabilities, judgments, costs, and

expenses resulting from willful malfeasance, bad faith, or gross negligence on the part of

Consultant or its individual employees, officials, agents and representatives in the course of

Consultant providing services pursuant to the instant Agreement.

To the extent allowed by law, City agrees to hold harmless and indemnify Consultant

from and against all injuries, deaths, claims, suits, damages, losses, liabilities, judgments, costs,

and expenses resulting from willful malfeasance, bad faith or gross negligence on the part of City

or its individual employees, officials, agents and representatives in the course of receiving

services from Consultant pursuant to the instant Agreement.

B. Insurance: Consultant further agrees to maintain and keep in full force and effect at

all times during the term of this Agreement and any extensions thereof the following insurance

policies for the duration of this agreement: Commercial General Liability Insurance, including

officers, agents, and employees with per-project policy limits of not less than two million dollars

($2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage;

automobile liability covering owned and rented vehicles operated by Consultant with policy

limits of not less than one million dollars ($1,000,000.00) combined single limit and aggregate for

bodily injury and property damage; two million dollars ($2,000,000.00) Products/Completed

Operations Aggregate; one million dollars ($1,000,000.00) Personal and Advertising Injury limits

combined single limit or equivalent; one million dollars ($1,000,000.00) workers’ compensation;

and one million dollars ($1,000,000.00) Umbrella/Excess Liability Insurance. The Contractor shall

name the City and its employees, agents, and servants as additional insureds in said policies and

shall provide endorsements evidencing such coverage upon City’s request. In addition,

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Page 4 of 7

Consultant shall carry professional liability insurance covering Consultants negligent acts, errors,

and omissions in its performance of professional services with policy limits of not less than one

million dollars ($1,000,000.00) per claim and two million dollars ($2,000,000.00) in the aggregate

per project.

All insurance policies as required of the Consultant in this Agreement shall be written by

a company or companies authorized and qualified to do business in the State of Alabama.

Contractor shall promptly file the certificates of all coverage required hereunder with City within

ten (10) days of the effective date of this Agreement. Each insurance policy and certificate shall

provide, in effect, that the policy may not be cancelled, non-renewed, or materially changed by

the insurer until at least thirty (30) days after the insurer shall have notified the City of such action

in writing by sending the same to the point of contact identified in Section 10. Consultant’s

insurance shall provide primary coverage as relates to other insurance carried by the City.

SECTION 4: COMMENCEMENT; TERM

This Agreement shall come into effect when the authorized representatives of each party

finally execute and affix their respective signatures hereto in their duly authorized capacities. In

the event the signatures are affixed on different dates, the date of the latter signature shall be the

date the Agreement comes into effect. This Agreement shall expire upon the City’s

acknowledgement of Consultant’s fulfillment of the terms of the Scope of Work contained herein.

SECTION 5: TERMINATION

This Agreement may be terminated by either party, with or without cause, upon the

provision of thirty (30) days’ notice to the other party. In the event of termination, Consultant

shall be entitled to payment only for services rendered as of the date of termination, and City

shall be entitled to receive only that work product created by Consultant as of the date of

termination.

SECTION 6: INDEPENDENT CONTRACTOR RELATIONSHIP

It is mutually understood and agreed, and it is the intent of the parties, that an

independent contractor relationship be and is hereby established under the terms and conditions

of this Agreement. It is further mutually understood and agreed that employees of Consultant

are not nor shall be deemed to be employees of City and that employees of City are not nor shall

they be deemed to be employees of Consultant.

SECTION 7: EXCUSED PERFORMANCE

In case performance of any terms or provisions hereof shall be delayed or prevented

because of compliance with any law, decree or order of any governmental agency or authority,

whether the same shall be of Local, State or Federal origin, or because of riots, war, public

13.B.2.b

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Page 5 of 7

disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God or any other

reason whatsoever which is not within the control of the party whose performance is interfered

with and which, by the exercise of reasonable diligence, said party is unable to prevent, the party

so suffering may, at its option, suspend, without liability, the performance of its obligations

hereunder during the period of such suspension of performance of duties hereunder.

SECTION 8: ASSIGNMENT

Neither Consultant nor City may assign or transfer this Agreement or any part thereof

without the express, written consent of the other party.

SECTION 9: ENTIRE AGREEMENT: WAIVER

This Agreement constitutes the entire Agreement between the parties with respect to the

provision of the services outlined herein and there are no other or further written or oral

understandings or agreements with respect thereto. No variation or modification of this

Agreement and no waiver of its provisions shall be valid unless in writing and signed by duly

authorized representatives of Consultant and City. This Agreement supersedes all other

agreements between the parties.

SECTION 10: NOTICES

All notices to City shall be addressed to:

City Engineer

City of Madison Engineering Department

100 Hughes Road


With a copy to:

City Attorney


100 Hughes Road

Madison, AL 35758

All notices to Consultant shall be addressed to:

W. Taz Morell, PE/PLS

President

Morell Engineering, Inc.

711 East Hobbs Street

Athens, AL 35611

13.B.2.b

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SECTION 11: GOVERNING LAW

This Agreement shall be governed by the laws of the State of Alabama.

SECTION 12: MISCELLANEOUS PROVISIONS

A. If any provision of this Agreement shall be held to be invalid or unenforceable for

any reason, the remaining provisions shall continue to be valid and enforceable.

If a court finds that any provision of the Agreement is invalid or unenforceable,

but that by limiting such provision it would become valid and enforceable, then

such provision shall be deemed to be written, construed and enforced as so

limited.

B. The failure of either party to enforce any provision of this Agreement shall not be

construed as a waiver or limitation of that party's right to subsequently enforce

and compel strict compliance with every provision of this Agreement.

C. Nothing contained herein shall create a contractual relationship with, or any rights

in favor of, any third party.

D. In the event the terms set forth in the body of this Agreement conflict with the

terms set forth in any attachment hereto, the terms set forth in the body of this

Agreement shall prevail.

E. The headings of each section are inserted for reference purposes only. Any conflict

between a descriptive heading and the content of the section shall be resolved in

favor of the language contained in the section.

IN WITNESS WHEREOF, the parties hereto affirm that they have the authority to execute

this Agreement on behalf of their respective entities for the entire term and have hereunto set

their hands and seals on the day and year respectively noted.



By: _______________________________________ ______________________________________


Date: _____________________________________

13.B.2.b

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Page 7 of 7

STATE OF ALABAMA §

§






instrument, they, as such officers and with full authority, executed the same voluntarily for and

as the act of the City of Madison, Alabama, a municipal corporation.

Given under my hand and official seal this _____ day of ______________________, 2021.

________________________________

Notary Public

Morell Engineering, Inc.

Consultant

By: __________________________________________

W. Taz Morell, President

Date: ________________________________________

STATE OF ALABAMA §

§

COUNTY OF __________________ §


certify that W. Taz Morell, whose name as President of Morell Engineering, Inc., is signed to the

foregoing instrument and who is known to me, acknowledged before me on this day that, being

informed of the contents of the instrument, he, as such officer and with full authority, executed

the same voluntarily for and as the act of said entity.

Given under my hand this the _______ day of ________________________________, 2021.

________________________________

Notary Public

13.B.2.b

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711 East Hobbs Street • Athens, AL • 256.867.4957 Phone • www.morellengineering.com

June 22, 2021

City of Madison Engineering Department 100 Hughes Road Madison, Alabama 35758 Attn: E. Michelle Dunson, PE, CFM Subject: Proposal to Provide CBMPP Preparation and Inspection & Monitoring Services

Garner Street Extension Madison, Alabama

Ms. Dunson:

Morell Engineering is pleased to submit this proposal to provide a Construction Best Management Practices Plan (CBMPP) and Inspection Monitoring services for the subject project. This proposal outlines our proposed scope of services and a cost estimate for the proposed services.

PROJECT INFORMATION

This project involves the roadway extension of Garner Street in Madison, Alabama. The City of Madison completed the engineering design for the project and is requesting that Morell Engineering provide the CBMPP and Inspection Monitoring services. It is our understanding that the City of Madison will handle the submittal process on ADEM’s permitting website.

ALABAMA DEPARTMENT OF ENVIRONMENTAL MANAGEMENT (ADEM) SERVICES

Morell Engineering will prepare the Construction Best Management Practices Plan (CBMPP) to be submitted to the Alabama Department of Environmental Management (ADEM) in order to obtain a General NPDES Permit. An erosion control plan will be created as part of the CBMPP and should be adhered to during construction of the subdivision to protect the waters of the state. Morell Engineering will also provide inspection and monitoring services of the erosion control measures that are installed on-site during construction. These inspections will take place monthly or each time rainfall is received that is over 3/4 -inch in a 24-hour period.

AUTHORIZATION AND SCHEDULE

In order to authorize this proposal, please fill out and sign the attached Consulting and Services Agreement. Upon receiving authorization to proceed, Morell Engineering will begin preparing the CBMPP.

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711 East Hobbs Street • Athens, AL • 256.867.4957 Phone • www.morellengineering.com

BUDGET Table 1 provides the lump sum budgets for the various engineering services.

Table 1: Engineering Services Budget

Service Budget CBMPP Preparation (including Site Plan/Erosion Control

Drawings) for ADEM Permit Lump Sum of: $2,000

Inspection and Monitoring *Per Inspection Price: $100

*Each inspection will be billed at $100 and will occur monthly or after a significant rain event until final stabilization has occurred.

CLOSING

We appreciate the opportunity to submit this proposal for engineering services on this project, and we look forward to working with you. If you have any questions regarding this proposal, please contact us at your convenience.

Respectfully submitted,

W. Taz Morell, PE/PLS President Attachment: Consulting and Services Agreement

13.B.2.c

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A RESOLUTION AUTHORIZING GRANT AGREEMENT BETWEEN

AND AMONG THE ALABAMA LAW ENFORCEMENT AGENCY, THE

ALABAMA GULF COAST HIGH INTENSITY DRUG TRAFFICKING

AREA, AND THE MADISON POLICE DEPARTMENT

WHEREAS, the City of Madison’s Police Department is a member of the Madison-

Morgan County Strategic Counterdrug Team (“STAC Team”), which enforces the controlled

substance laws of the State of Alabama; and

WHEREAS, the Alabama Law Enforcement Agency (ALEA) has been designated as the

fiscal agent for the State of Alabama Gulf Coast High Intensity Drug Trafficking Area Program

(HIDTA), which manages overtime reimbursement for STAC Team members; and

WHEREAS, the parties desire to enter into a memorandum of agreement regarding

reimbursement of overtime pay for STAC Team members through ALEA;


the Mayor is authorized and directed to execute on behalf of the City an agreement, which is

substantially similar in purpose, intent, and composition to that certain document attached

hereto and identified as “Grant between the Alabama Law Enforcement Agency and the

Alabama Gulf Coast High Intensity Drug Trafficking Area and the Madison Police

Department” (“Grant Agreement”); and

BE IT FURTHER RESOLVED that the City Clerk-Treasurer is hereby authorized to

appropriately attest the same, and, except for the extension or cancellation of the Grant

Agreement, the Mayor or his designee shall be hereby authorized for the entire term thereof

to execute any and all documentation necessary to enforce and comply with the terms thereof,

subject to the budgetary restrictions set forth by the Council in its duly-adopted budget for the

then-current fiscal year.


department that the terms of the Grant Agreement preceding payment have been satisfied, the

Finance Director is hereby authorized to accept overtime reimbursement from ALEA in the

amount(s) and manner set forth in the Grant Agreement authorized by passage of this

resolution.



__________________________________________

13.C.1.a

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ATTEST:

____________________________________




__________________________________________

Paul Finley, Mayor


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A RESOLUTION AUTHORIZING TRANSPORTATION AGREEMENT

WITH CITY OF MADISON BOARD OF EDUCATION


the Mayor is authorized to execute on behalf of the City an Agreement with the City of

Madison Board of Education for transportation services from the Bob Jones High School

parking lot to Dublin Park for the City of Madison fireworks display event, said Agreement to

be substantially similar in purpose, intent, and composition to that certain document attached

hereto and identified as “Transportation Agreement,” and that the City Clerk-Treasurer is

hereby authorized to appropriately attest the same; and








Finance Director is hereby authorized to forward payment to the City of Madison Board of

Education in the amount(s) and manner set forth in the Agreement authorized by passage of

this resolution.



__________________________________________



ATTEST:

_____________________________________




__________________________________________

Paul Finley, Mayor


13.D.1.a

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STATE OF ALABAMA )

COUNTY OF MADISON )

City of Madison Board of Education Transportation Agreement

With The City of Madison

This agreement is made between the City of Madison Board of Education (hereinafter

“MCS” and City of Madison (hereinafter “Customer”).

1. Term: The term of this Agreement will begin and end on July 3, 2021, except as

otherwise provided.

2. Scope of Services to be provided: MCS will provide transportation services to

Customer using MCS buses driven by MCS bus drivers during the term of this

agreement for the following event or purposes: Shuttle Service from Bob Jones High

School Parking Lot to Dublin Park for City of Madison Fireworks Display

Scheduled Date: July 3, 2021

Times: 3:00 p.m to 12:00 a.m.

Destination(s): Bob Jones High School Parking Lot to Dublin Park and back to Bob

Jones High School Parking Lot

Number of buses and drivers: 4 buses and 4 drivers

3. Compensation for Service: Customer will pay MCS for services provided on

the following basis:

$1.20 per mile traveled by each bus used for service and $15 per hour for each driver

provided for the entire time the driver is on duty for this service.

4. Other Terms Applicable to Services under this Agreement:

Customer’s use of the Bob Jones High School Parking Lot for parking of vehicles of

attendees of the Independence Day Fireworks Display scheduled for July 3, 2021 for

transportation to Dublin Park, is included without additional charge. Customer

assumes responsibility for providing adequate traffic direction and security associated

with this event at both Bob Jones High School Parking Lot and at Dublin Park.

5. Payment: Payment of all invoices issued under this Agreement shall be due upon

receipt and shall be delinquent after thirty (30) days. A late fee of Fifty Dollars

($50.00) shall be applied to all invoices unpaid after thirty (30) days and for each

additional thirty (30) days thereafter as long as the invoice remains unpaid.

13.D.1.b

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6. Indemnification: Customer indemnifies and holds the Board harmless for any

negligent or intentional act or omission of the City of Madison, its employees or

agents, in any manner connected with the Independence Day Fireworks Display and

provision of the referenced transportation service, including but not limited to the

Customer’s responsibility to provide adequate security and traffic direction, parking

assistance, assistance with loading or unloading of passengers on buses, or other

services related to this event. The obligation to indemnify shall survive the termination

of this Agreement.

7. Immigration Compliance: By signing this agreement, the contracting parties affirm,

for the duration of the agreement, that they will not 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 found to be in violation

of this provision shall be deemed in breach of the agreement and shall be responsible

for all damages resulting therefrom.

8. Termination: This Agreement may be terminated by either party by providing a

thirty (30) day written notice to the other party.

9. Notices: All notices under this Agreement shall be given as shown below:

Customer: Attn: Paul Finley, Mayor

Madison Municipal Complex

101 Hughes Road

Madison, AL 35758

City of Madison Board of Education: Attn: Dr. Ed Nichols, Superintendent

Madison City Schools

211 Celtic Drive

Madison, AL 35758

DATED this _____ day of ____________________, 2021.

CITY OF MADISON, ALABAMA, a municipal corporation

By:__________________________________________

Paul Finley, Mayor

CITY OF MADISON BOARD OF EDUCATION

By:_________________________________________

Edwin Nichols

Its: Superintendent

13.D.1.b

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agenda - monday, june 28, 2021

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