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Home My WebLink AboutO-1799ORDINANCE NO. 1799 213093 2 &~, BALDWIN COUNTY, ALABAMA • - HARRY D'OLIVE, JR. PROBATE JUDGE Filed/cert. 06/21/2024 01 :00 PM TOTAL $22 .00 4 Pages AN ORDI ANCE AME DING ORDINANCE NO. 1504 AND ORDINANCE NO. 1632 AUTHORIZING AND GRANTING THE SECOND ADDENDUM TO DIRECTV, LLC TO VIDEO SERVICES AGREEMENT WHEREAS , Alabam a Co d e § 11-4 3-62 authori zes and emp owers th e City to reg ul ate th e u se of th e stree ts fo r th e erec ti on of all sys tem s of w ires and co nduits an d ge nera ll y to co ntrol and regulate th e use of th e streets fo r any an d all purp oses , and to grant fr an chi ses fo r such as th e City deems adv isabl e; and WHEREAS , on or about July 3 1, 202 1, Be ll So uth Te lecommuni cati on s, LLC d/b /a AT&T Alabam a ("AT&T A labam a") co mpl eted th e tran sfer of it s interes t in th e V id eo Serv ices Ag ree men t ("Ag reement") w ith th e City regarding th e provis ion of th e U-ve rse IPTV vid eo serv ice to an affili ate , DIRECTV ; and WHEREAS th e initi al Ag ree ment with th e City was entered on A ugust 29 , 2008, fo r a term ex piring D ecemb er 3 1, 2013 , but all ows fo r ex tending th e Agree ment up on written mutual respec t of th e Parties ; and WHEREAS , th e Parties to th e initial Ag reement entered into a sub stanti all y id enti cal Ag reement on N ovemb er 16 , 2013 to ex tend th e ex pirati on date to D ecemb er 3 1, 20 18, an d WHEREAS , th e Parties to th e initi al Ag ree ment entered into an Add endum on D ecember 27 , 20 18 to ex tend th e ex pirati on date of th e Ag ree ment to Decemb er 3 1, 2023 ; whi ch was memori ali ze d by the City via Ordin ance numb er 1632 app roved and adopted by the C ity on D ece mb er 20 , 20 18; WHEREAS , th e Parti es now des ire to ex tend th e term of th e Ag reement through D ecemb er 3 1, 2029 , and ag ree th at th ere is suffi cient mutu al co nsid eration fo r ren ew ing and ex tending th e term of th e Ag ree ment ; and WHEREAS , th e Seco nd Add endum attached hereto as Exhibit A (here inafter th e "Addendum to Co mp etiti ve V id eo Serv ices Ag ree ment") se ts fo rth th e term s and co nditi ons pursuant to w hi ch DIRECTV shall in stall its IP N etwork and provid e its IP-enabled Video Serv ice , including th e fees th at sha ll be paid to th e City with resp ec t to sam e. N OW THEREFORE , BE IT ORDAINED b y th e City Council (the "Council ") o f th e Ci ty of Fairhope, Alabama as fo ll ows : The M ayor is hereby authorized to execute th e Second Add endum to Co mp etit ive Vid eo Serv ices Ag reement for and on beha lf of th e City. If any sec ti on, sub sec ti on, se ntence , clau se , phrase, or p orti on of thi s Ordinance (including th e Add endum to Co mp etiti ve V id eo Services Ag reem ent attached hereto as Exhibit A) is for an y reaso n he ld invalid or un co nstituti onal by any co urt of co mp etent jurisdi cti on , such porti on shall be dee med a se parate, di stin ct and independ ent prov is ion and such h olding sh all not affec t th e va lidi ty of th e remaining porti ons hereof. Thi s Ordinance shall tak e e ffec t immediately up on it s du e adopti on and publi cati on as required by law . APPROVED AND ADOPTED by th e Co un cil thi s 28 th day of Ma y. 202 4 ATTEST : ~ APPROVED AND ADOPTED by th e Coun ci l thi s 28 th day of M ay. 202 4 ~ SECOND ADDENDUM TO VIDEO SERVICES AGREEMENT THIS SECOND ADDENDUM TO VIDEO SERVICES AGREEMENT ("Second Addendum") is made on this ol_g+h day of OJa'j , 2024 ("Effective Date") by and between DIRECTV, LLC ("DIRECTV"), and the City of Fairhope, Alabama ("City"). DIRECTV and City shall sometimes be referred to separately as a "Party," and collectively as the "Parties." RECITALS WHEREAS, on or about July 31, 2021 , BellSouth Telecommunications, LLC d/b/a AT&T Alabama ("AT&T Alabama") completed the transfer of its interest in the Video Services Agreement ("Agreement") with the City regarding the provision of the U-verse IPTV video service to an affiliate, DIRECTV; and WHEREAS the initial Agreement with the City was entered on August 29, 2008, for a term expiring December 31 , 2013 , but allows for extending the Agreement upon written mutual respect of the Parties; and WHEREAS , the Parties to the initial Agreement entered into a substantially identical Agreement on November 16 , 2013 to extend the expiration date to December 31 , 2018, and WHEREAS, the Parties to the initial Agreement entered into an Addendum on December 27, 2018 to extend the expiration date of the Agreement to December 31, 2023; which was memorialized by the City via Ordinance number 1632 approved and adopted by the City on December 20 , 2018; WHEREAS, the Parties now desire to extend the term of the Agreement through December 31, 2029 , and agree that there is sufficient mutual consideration for renewing and extending the term of the Agreement; and WHEREAS, the Parties desire to make other modifications to the terms of the Agreement, which is fully set forth herein below . AGREEMENTS NOW , THEREFORE, in consideration of the mutual covenants contained herein and in the original Agreement, and for oth er good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , DIRECTV and the City of Fairhope agree as follows. l . Paragraph 2 of the Agreement is hereb y amended and acknowledged to read as follows: Term. The term of this Agreement shall be from the Effective Date of this Agreement through December 31 , 2029. The term may be extended upon mutual agreement of the Parties in writing . 2. The "Notices" paragraph of the Agreement is amended by changing the address for AT&T Alabama to the following: DIRECTV Legal/External A ff airs 2260 E. Imperial Hwy. El Segundo , CA 90254 e-mail : scott.alexander@directv.com 3 . Paragraph 12 of th e "Agreement" is amended by replacing subsection 12.1 as follows : "12 .1 AT&T Alabama agrees to indemnify , defend, and hold harmless City , its past , present and future officers , agents , and employees , from and against any liability for damages and /or for any liability or claims resulting from tangible property damage or bodily injury (including accidental death), to the extent caused by AT&T Alabama 's negligent or willful misconduct in the construction or maintenance of its IP facilities used to provide the U-verse IPTV video service, provided that the City shall give AT&T Alabama written notice of its obligation to indemnify City within thirty (30) days ofreceipt of a claim or action pursuant to this subsection or up to ninety (90) days if AT&T Alabama is not prejudiced by the delay between thirty (30) and ninety (90) days ." 4. Unless amended by the terms of this Addendum , all other terms and conditions of the "Agreement" shall remain unchanged and in full force and effect throughout the extended term . In the event the terms and conditions of the "Agreement" conflict with the terms of this Addendum , this Addendum shall be deemed to supersede and override the terms of the "Agreement." 5. This Addendum incorpo rates and includes all prior and contemporaneous negotiations , correspondence, conversations, agreemen ts and understandings between the parties concerning the subject matter hereof. No deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations , agreements or understandings , whether oral or written. IN WITNESS WHEREOF , the parties hereto , by their duly authorized representatives , have exe cuted this Agreement and made th e same effective as of this 13th day of May , 2024. Signatur e pag e immediately follows DIRECTV, LLC By: ~4'---~~zZ;,;,.....,....=~--===----: ---====---==--------r Name : Scott J. Alexander Title : Senior Director -External Affairs CITY OF FAIRHOPE ~ By: Name: SherrySullian Title: Mayor ATTEST