CT It: Execution Copy PUBLIC LIGHTING AND LED CONVERSION CONTRACT This PUBLIC LIGHTING AND LED CONVERSION CONTRACT (the ?Agreement?) is made this day. of 2017, by and between the CONSOLIDATED CITY OF COUNTY, INDIANA, by and through its Department of Public Works (the ?City? and a ?Party?) and the INDIANAPOLIS POWER LIGHT COMPANY, an Indiana corporation a Party and, with the City, the ?Parties?). 213393323 RECITALS . As the chief executive of?cer of the City, the Mayor has the statutory duty to cause the provisions of the Indianapolis Marion County, Indiana Municipal Code (the ?Municipal Code?) and other ordinances of the city and county to be executed and enforced. In addition the Mayor also has the responsibility of overseeing public safety for the City. . The City?s Department of Public Works has the power and duty to, among other obligations, plan, ?nance, design, construct, operate, repair and maintain all public streets and ways systems within the City (collectively, ?Street Systems?), and contract for providing street lights, maintenance for street lights and lighting for streets, alleys or public places. The City recently ended a more than thirty year moratorium on the installation of new street lights, and the City, through its Department of Public Works, desires to enter into this Agreement with IPL for new street lights in the City to improve public safety and provide other bene?ts to the community. The City desires to convert the Conversion Street Lights (as defined below) to energy?efficient LED street lights resulting in a reduced carbon footprint and a savings in the City?s electricity costs for the Conversion Street Lights that will provide a funding source for the installation Of additional street lights. IPL can provide the street lighting conversion and service requirements of the City under the provisions of this Agreement without adversely affecting the adequacy or reliability of service to any of other customers. The services that IPL is being asked to provide to the City pursuant to this Agreement are in the public interest and will provide bene?ts to the City, IPL, other customers, and the State of Indiana. IPL has agreed to enter into this Agreement on the terms and conditions stated herein to assist the City in achieving the foregoing public benefits and the City and IPL agree that if that certain Public Lighting Contract (the ?Prior Agreement?) by and between the City and IPL dated as of July 15, 2011 has not terminated prior to the Effective Date (de?ned below) then this Agreement shall supersede the Prior Agreement as to service provisions upon the Effective Date and as to rates when the Conversion Street Lights are converted to LED (de?ned below) street lights. PINK AGREEMENT The parties agree: ArtiCle 1 . DEFINITIONS Section 1.1 Defined Terms. The following terms have the meanings speci?ed in this Article: ?Additional Light Balance? means the aggregate LED Savings at any point in time. ?Additional Street Lights? means the LED street lights owned by to be installed pursuant to Article 6. ?Attachments? is de?ned in Section 12.2. means the contribution in aid Of construction paid by the City tO described in Article 5 and Section 6.3. ?City Owned Lights? means the electric lighting facilities described in Section 1 1.2. ?Committee? means the persons designated by IPL and the City according to Section 3.3. ?Contract LED Street Lights? means the Conversion Street Lights after they have been converted to LED Fixtures and any Additional Street Lights. ?Contractor? means the successful bidder selected to provide the services described in Article 3. ?Conversion Street Lights? means the Existing Street Lights which are identi?ed as ?Conversion Street Lights? on Schedule 1.1. From time to time by mutual agreement, the City and may cause Existing Street Lights to become Conversion Street Lights by an amendment to Schedule 1.1 and upon that amendment, those street lights will become Conversion Street Lights. ?Effective Date? means the date that this Agreement receives ?nal IURC approval, by order Of the IURC. ?Existing Street Lights? means all the street lights owned by for which the City pays streetlighting service. ?Final IURC Order? means an order issued by the IURC as to which no person has ?led a Notice of Appeal Within the thirty-day period after the date Of the IURC order. ?Force Majeure? means any cause or event beyond a Party?s reasonable control, including any act Of God, government act or restriction, labor disturbance, general shortage Of materials or supplies, riot, insurrection, or act Of war or terrorism. Force Majeure excuses a Party from performing any non-monetary obligation under this Agreement for a commercially reasonable time. shall mean generally accepted accounting principles in effect from time tO time in the United States, applied on a consistent basis. means the Indiana Utility Regulatory Commission. PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 2 DMS 10479574v24 21196526.] 213393323 ?Law? or ?Laws? means any federal, state or local statute, ordinance, resolution, regulation, rule, tariff, administrative order, certi?cate, order, or other requirement in effect either at the time of execution of this Agreement or at any time during the period of this Agreement, including, without limitation, any lawful regulation or order of an Official entity or body, to the extent applicable to the circumstances of and to the parties to this Agreement. means a light?emitting diode source for illumination. Conversion? means the conversion of Existing Street Light fixtures to LED ?xtures pursuant to Article 2. Fixtures? means the ?xtures purchased in accordance with Article 4. Savings? is de?ned in Section 6.1. ?Make Ready Costs? shall mean all actual costs necessary for IPL to prepare its facilities to accommodate the City?s Attachments including the reasonable costs of materials, labor, engineering, and supervision and other associated costs. means the operating and maintenance ?inctions described in Section 10.1. for Services? means the request for proposals for services described in Section 3.1. ?Supplier? means the equipment supplier for LED Fixtures purchased by according to Article 4. ?Tariff? means, lPL?s tariff as ?led with the and as in effect from time to time. ?Term? is de?ned in Section 9.1. Section 1.2 Interpretation. This Agreement has been negotiated at arm?s length and between persons sophisticated and knowledgeable in the matters it concerns, and shall be interpreted to achieve the intents and purposes Of the Parties, without any presumption against the Party responsible for drafting any part of this Agreement. Use of the word ?including? or similar words shall not be construed to limit any general term, statement or other matter in this Agreement, Whether or not language of non?limitation, such as ?Without limitation? or similar words, are used. Section 1.3 Effective Date of Agreement. This Agreement shall be effective upon, and is conditioned upon, the issuance Of a Final Order approving this Agreement including the associated accounting and ratemaking necessary for IPL to implement the Agreement, without limitations, restrictions or conditions unacceptable to either IPL or the City and may be terminated by either IPL or the City if the Final IURC Order contains limitations, restrictions or conditions unacceptable to the City or as the case may be, in its reasonable discretion Section 1.4 Lack of IURC Approval. In the event the Final IURC Order is not issued for this Agreement prior to the expiration of the current contract by and between IPL and the City dated July l5, 2011, the Parties agree that the rates and charges paid by the City shall be pursuant to the Tariff until such time this Agreement or a revised version, as required by the IURC is approved in a Final Order. PUBLIC LEGHTING AND LED CONVERSION CONTRACT PAGE 3 EMS 164796741'24 211965261 213393323 Article 2. CONVERSION TO LED Section 2.1 Project Management. IPL and the City will cooperate with each other and work together in good faith to convert the Conversion Street Lights to LED Fixtures. IPL wilt manage the conversion of the Conversion Street Lights to LED Fixtures in accordance with good utility practices. Section 2.2 Speci?cations for Fixtures. The speci?cations for the LED Fixtures have been established by using standards consistent with prudent utility practices and were reviewed and approved by the City. Section 2.3 Speci?cations for Work. Speci?cations for the installation of the LED Fixtures have been established by IPL using public utility quality and safety standards and those standards were reviewed and approved by the City. The speci?cations are set forth in the scope of work attached as Schedule 2.3, Fixture Installation Section 2.4 Timeline for Conversion. IPL and the City agree that, subject to the provisions of this Agreement, the LED Conversion is estimated to be complete in 3 years from the start of conversion. Article 3. RFP PROCESS FOR CONVERSION SERVICES Section 3.1 RFP for Services. The process described in this section will be used for letting the contract for the services to be performed for the LED conversion. The City and agree that the RFP for Services shall describe the services to be performed consistent with Ind. Code ?5~22?9. Section 3.2 RFP Process. The City and IPL agree that they will follow the following steps concerning the RFP for Services: IPL will develop technical specifications, the project scope of work and deiiverables that will be the basis of the RFP for Services with input from the City, and all of which shall be subject to the City?s reasonable approval. The REP must include: The factors or criteria that will be used in evaluating the proposals; (ii) A statement concerning the relative importance of price and other evaluation factors; and A statement concerning whether discussions may be conducted with offerors and under what circumstances such discussions and/or best and final offers may be had or obtained. (0) The City and IPL jointly will develop a notice of the upcoming RFP for Services and summarize the speci?cations that include, but are not limited to: converting the Conversion Street Lights to LED Fixtures by removing existing ?xtures and installing new LED Fixtures (collectively, the ?Project?). The Project should start shortly after the contract is awarded and be completed in three (3) years. LIGHTING AND LED CONVERSION CONTRACT PAGE 4 EMS 20479674v24 21196526.! 213393323 The City will publish the notice of upcoming RPP for Services and provide information on prequalification for bidders along with the ?onboarding? material, including instructions on accessing lPL?s Ariba sourcing tool. (6) IPL will release the RFP through its Ariba Sourcing tool. Bidders will submit their bid/proposal through the Ariba Sourcing tool. The Committee will evaluate the bids/proposals and assign a score based on mutually agreed to pro-established criteria. The contract award shall be made to the Offeror whose proposal is determined to be the most advantageous to the successful completion of the Project, taking into consideration price and the other evaluation factors set forth in the request for proposals. IPL will award the contract accordingly, so long as the City does not object to the Contractor in the City?s reasonable discretion. The City agrees that it shall not unreasonably withhold, condition, or delay notifying IPL whether a bidder is acceptable and that the City?s notice shall be provided expeditiously. Section 3.3 Description of the Committee. IPL and the City shall form the Committee composed of two (2) representatives each of and the City (the ?Committee?), each of whom must be quali?ed to evaluate proposals of this type and scope by their education, experience, and/or other relevant credentials. No Committee member may be involved with a Project bid. Article 4. PROCUREMENT PROCESS FOR FIXTURES Section 4.1 Solicitation. will deliver to the Committee the best and final bid for LED Fixtures meeting the LED Fixture Specifications in the quantities speci?ed. For the avoidance of doubt, the LED Fixtures must meet the speci?cations adopted by the 1PL standards committee and previously reviewed and approved by the City. Section 4.2 Contract. 1f the price and the terms are acceptable to the Committee in its reasonable judgment, will award the contract to the Supplier. Article 5. CONTRIBUTION IN AID or CONSTRUCTION Section 5.1 Amount. The amount of the CIAC for the conversion of the Conversion Street Lights is equal to the capital conversion costs (128., the sum of: cost Of the LED Fixtures and any related structure, the amount to be paid to the Contractor for the services described in Article 3, engineering and project management costs and a fee calculated as the equivalent of the ?nancing cost of the CIAC taxes). Section 5.2 Payment. The City agrees to pay IPL the CIAC as provided in this Section 5.2 in accordance with the calculation in Schedule 5.2. shall provide documentation to the City to support a CIAC payment 60 days prior to the payment dates. So long as the Effective Date is on or before January 1, 2018, CIAC payments shall be paid in three installments on the following dates and in the following amounts: 33% on March 31, 2018; 33% on March 31, 2019; and 34% on March3 1, 2020; provided, however, that in no event shall the City be required to make a CIAC payment before the Effective Date. Provided, further, that in the event the Effective Date is delayed beyond January l, 2018, the deadlines described in this Section shall be tolled for a period equal to the delay of the Effective Date beyond January 1, 2018. Each PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 5 DMS 10479674v24 211965261 213393323. CIAC payment shall be adjusted to reflect any changes in the estimated or ?nal amounts that are used to calculate the CIAC. Article 6. ADDITIONAL Sinner LIGHTS Section 6.1 Additional Light Balance. The Additional Light Balance is comprised of the City?s aggregate streetlighting bill savings over the Term resulting from converting the Conversion Street Lights to LED Fixtures (the Savings?). Commencing with the second month after the Effective Date, the City shall report to on or before the 15th day of each month of the amount of the LED Savings for the month and the Additional Light Balance as of the end of the prior month. The City shall cause to install Additional Street Lights so that the amount of the Additional Light Balance shall not exceed Fifty Thousand Dollars ($50,000) until a minimum of 4,000 Additional Street Lights are installed. Upon the installation of 4,000 Additional Street Lights, the Additional Light Balance may exceed Fifty Thousand Dollars ($50,000) and such excess amount shall be used for the CIAC for the conversion of the ?xtures of Existing Street Lights that were not originally Conversion Street Lights or Additional Street Lights. The Parties agree that the CTAC for a LED Fixture is equal to the product of 1.099 times the cost of the LED Fixture. Section 6.2 Additional Funds. The City may, in its sole discretion, add funds from other sources of City funds or revenue to the funds utilized to install Additional Street Lights. Section 6.3 Additional Street Lights. The Additional Street Lights will be in addition to the Existing Street Lights, will have LED Fixtures and will be funded and installed pursuant to the provisions of this Aiticle 6. The rates and charges the City shall pay for Additional Street Lights service are described in Section 8.1, below and the rates set forth in Schedule 8.1. For the avoidance of doubt, LED Savings may be utilized to pay rates and charges for service to the Additional Street Lights. Section 6.4 Number of Additional Street Lights. The Parties acknowledge and agree that the City?s intention is to have install Additional Street Lights as LED Savings are realized, with the goal of installing 4,000 Additional Street Lights; provided, however, that the City shall not be obligated to have install Additional Street Lights in the event funds in the Additional Light Balance are not available or sufficient to pay for the Additional Street Lights; or of Force Majeure. In either event described in or the City shall be permitted to adjust the schedule for installing Additional Street Lights in its reasonable discretion. Section 6.5 Installation Plan. The City anticipates that, within 120 days after the execution of this Agreement, it will develop an initial plan for the installation of 4,000 Additional Street Lights that will identify where the Additional Street Lights will be located and the styles of poles and light fixtures to be installed based on the available options. will develop a plan and schedule based on the information from the City and the anticipated LED Savings each month for the installation of 4,000 Additional Street Lights at a rate of approximately 300 lights every quarter commencing early in 2018. The start of the Additional Street Light installation plan and schedule will be established upon completion of lPL?s street light maintenance and construction contract negotiations planned for completion by early 2018. The City and agree to adjust the plan and schedule by mutual agreement as appropriate to re?ect conditions and developments. Subject to the limitations in Section 6.4 the City agrees to PUBLIC LIGHTING AND LED CONTRACT PAGE 6 DMS 10479674v24 21196526.: 213393323 use commercially reasonable effects to cause LPL to install Additional Street Lights in accordance with the plan and schedule developed by Section 6.6 Reports. will report to the City on the progress of the plan and schedule on the Additional Street Lights installed and any suggested changes to the plan and schedule. Section 6.7 Installation of Additional Street Lights. IPL will release work orders to the contractor for installation of the Additional Street Lights in accordance with the plan and schedule. will manage the installation of Additional Street Lights in accordance with good utility practices. Section 6.8 Payment. The amounts payable to under this Article shall be billed and payable as provided under the Tariff. Article 7. SERVICE Section 7.1 Hours of Service. shall provide lighting service for approximately 4,000 hours per year during the hours of darkness for all the Conversion Street Lights and the Contract LED Street Lights. Section 7.2 IPL to Comply with Laws and Ordinances. shall, in all operations, maintenance and service connected with as contemplated by this Agreement and in all other matters pertaining thereto, conform to and obey with all City ordinances or laws in any way controlling or limiting the actions of those engaged upon the work or the materials used. IPL shall take all necessary precautions for the protection of life and property. Article 8. RATES FOR SERVICES Section 8.1 Rates for Lighting. In lieu of the rates provided in Section of Rate (Vintage) or Rate (New), as applicable of the Tariff, the rates for LED streetlighting services for the Contract LED Street Lights shall consist of the rates set forth in Schedule 8.1 LED, Rates.? These fees are applicable as and when the LED Fixture is installed for a Conversion Street Light and take effect as of the next billing cycle after a LED Fixture is placed in service. The rates set forth in Schedule 8.1 ?Rate (Vintage)?, ?Rate ?Rate APL (Vintage),? or ?Rate APL (these rates, the ?Grandfathered Rates?) as applicable, apply to all Existing Street Lights, including Conversion Street Lights unless and until those street lights are converted. The rate in the prior sentence applies for the billing cycle in which a LED Fixture is installed for a Conversion Street Light. Except as otherwise expressly provided in Article 8, the Tariff applies. For the avoidance of doubt, the Standard Contract Riders applicable to Grandfathered Rates are applicable to the rates under this Agreement. Section 8.2 Rates Just and Reasonable. IPL and the City agree that this Agreement is in the public interest and allows for the provision of reasonable and adequate services and facilities in accordance with the City?s request for continued street light service and to convert its streetlighting services to LED. The Parties agree that for purposes this Agreement and in light of the other mutually beneficial terms of this Agreement the rates in this Agreement are justified on a cost-of?service basis and are just and reasonable as between the Parties. LIGHTING AND LED CONVERSION CONTRACT PAGE 7 DMS 10479674v24 21196526.i 223393323 Section 8.3 True Up for The LED Rates provided for in Section 8.1 assume an annual cost for each Contract LED Street Light of $30.06. The rates paid by the City for street light service for Contract LED Street Lights will be trued up from this assumed amount (after any adjustment for any interim credit under Section 8.4) to the actual cost for LED street light for the LED street lights in the IPL service territory. The actual cost will be determined from books and records kept in accordance with Section 10.3. The true up shall commence with the period ending December 31, 2018, and shall be provided for the period ending June 30 and December 31 annually during the first three (3) years of this Agreement, thereafter, the true up shall be provided for the period ending December 31 for years four (4) through six (6) of this Agreement (each a ?True up Period?). The true up amount shall be provided to the City within thirty days of the applicable True Up Period. The true up may result in a credit or a charge to the City. If an amount is owed IPL, the City shall pay the amount within the time speci?ed in Section 8.6. If an amount is owed the City, IPL shall pay the City within the same period. Section 8.4 Interim Credit. As of the Effective Date of this Agreement and annually as of January 1 of each year thereafter, the City may elect to specify an estimated amount for annual service for LED street lights. This amount shall be no lower than $15 until the ?rst true up is calculated and thereafter shall be no lower than the actual amount determined in the true up preceding the City?s specification. IPL shall apply one-twelfth of the difference between $30.06 and the amount speci?ed by the City as a credit against the City?s bill for each LED street light. Section 8.5 Other Services. If compensation for any service is not speci?ed by the Agreement or by the Tariff, the Parties shall work in good faith in a timely manner to reach mutual agreement on the compensation before the services are performed. Section 8.6 Payment. IPL will render bills to the City and bills will be payable as speci?ed in the Tariff. Article 9. TERM Section 9.1 Term. The Term shall commence on the Effective Date and end on December 31 of the calendar year that is six (6) years from the Effective Date. Section 9.2 Possible Extension. and the City agree that 270 days prior to the expiration of this Agreement that they will evaluate whether it is bene?cial to the Parties to extend the Term for an additional period. Any extension will be subject to IURC approval. Article 10. Section 10.1 Normal Operating and Maintenance. IPL will supply the necessary electrical energy, painting, repairs to maintain service and will restore lights and equipment in case of trouble or accident for the Conversion Street Lights and the Contract LED Street Lights (collectively, in accordance with good utility practices, this Article 10 and the Tariff. Section 10.2 Outages. IPL will use commercially reasonable efforts to restore outages on the Conversion Street Lights and the Contract LED Street Lights within seven (7) working days after outages are reported. Section 10.3 Accounting. will segregate the cost for for all LED street lights by creating subaccounts for LED Street Lights in FERC accounts 585 for Electric Public Utilities PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 8 DMS 10479674v24 211965261 213393323 and Licensees and FERC accounts 596 for Electric Public Utilities and Licensees from the cost for for all other street lights to facilitate the true up contemplated by Section 8.3. In determining the cost for LED street lights, shall follow its customary practices and procedures, comply with all applicable Laws (including but not limited to, the FERC Uniform System of Accounts), GAAP consistently applied and apply cost accounting practices and procedures selected by PL in its reasonable discretion. To be clear, IPL shall ensure for all LED street lights will only include activities needed for LED street lights. Section 10.4 Review, At the City?s request given Within the 60 day period following the Effective Date and upon the City?s request given within 60 days after each True up Period or after IPL advises the City of a material change to its practices and procedures to the City for determining costs for street lights, 1PL will provide a general review of its practices and procedures and provide documentation to the City to support determination of the cost for for the LED street lights. The Parties do not contemplate that any review would amount to an audit and do contemplate that the review should be accomplished in a single face to face meeting. Both Parties agree to use good faith to facilitate the City?s review of practices and procedures in a cost ef?cient manner. Article 1 1 . OWNERSHIP, THE RIGHTS AND PROVISIONS APPLICABLE TO ALL WORK AND SERVICES UNDER THIS AGREEMENT Section 11.1 Fixtures and Poles. will continue to be the owner of all ?xtures and poles for the Existing Street Lights and all Contract LED Street Lights. Section 11.2 City?s Rights. The City will continue to own the street lights it currently owns listed on Schedule 11.2 (the ?City Owned Lights?) and the City Shall be responsible for maintenance of the City Owned Lights. The City may in the future install own and maintain its own street lights but may not install any street lights on poles. Electric service for City Owned Lights shall be provided by pursuant to the Tariff. The City reserves to itself all rights and powers that are now, or hereafter may be, vested in the City concerning the regulation of its streets, avenues, alleys or other public places, to prevent obstructing, damaging or encumbering the same; to control the digging into and excavating of such streets, avenues, alleys, or other public places and to prohibit injury to the same; the City further reserves the full right to exercise any and all of its police powers at any time. Nothing contained in this Agreement Shall be construed in a manner so as to abridge, limit or expand these rights and powers. Section 11.3 Protection on Work. IPL and any contractor performing work or services under this Agreement shall not at any time open or encumber any more of any street, avenue, alley or other public place than shall be necessary to enable it to perform the work or services contemplated by this Agreement, including but not limited to laying wires, conduits, cables; installing poles and ?xtures; and other equipment and appurtenances with proper economy and ef?ciency. Any opening or encumbrance of any street, avenue, alley or other public place shall not be permitted to remain for a longer period than may be necessary in the reasonable judgment of the City. IPL and any contractor performing work or services under this Agreement shall effectually secure all equipment and materials and guard all such openings and encumbrances with barricades and lights to protect against accident or injury to any person by reason thereof PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 9 DMS 10479674v24 21196526.] 213393323 Section 11.4 Work in Streets, Avenues, Alleys and other Public Places. The construction, reconstruction, installation and for the Conversion Street Lights and Contract LED Street Lights as are now or hereafter located in any part of the streets, avenues, alleys and other public places, including the cutting into and repair of streets, avenues and pavement and the location or relocation of the foregoing shall be done subject to and in accordance with the approval of the City, which approval shall not be unreasonably withheld. IPL and any contractor doing work or performing services pursuant to this Agreement shall perform all work in streets, avenues, alleys and other public places in accordance with the City?s current, reasonable standards for maintenance and reconstruction in the public right-of-way, including but not limited to, the Department of Transportation?s Right-of?Way Activity Manual. Section 11.5 Necessary Rights. The City agrees to secure for and grant to IPL any necessary rights, licenses, easements and permits at no expense and authority necessary for access to and from any and all streets, avenues, alleys, and public property and to waive any bore excavation or other fees of any sort in order that IPL and the Contractor and any other contractors may install the street lights (including the installation of any Conversion Street Lights and the Additional Street Lights), perform and other work pursuant to this Agreement and under the Tariff relating to street lights. Article 12. USE or Form AND CONDUITS Section 12.1 Street Signs. The City may attach street signs to lPL?s poles to the extent the attachment is not incompatible with the pole. Banding is the only approved method of attaching to any pole other than wooden poles. Section 12.2 Other Attachments. The City may attach other devices, including those that implement smart city technology (?Attachments?), to poles with lPL?s advance consent given in accordance with commercially reasonable practices and payment of any applicable attachment fees. The City shall notify prior to the installation of Attachments describing the Attachments, any estimated energy usage and the proposed location thereof. if in the reasonable judgment of attachment to poles as proposed in the application is not possible due to insuf?cient capacity or for reasons of safety, reliability and generally applicable engineering purposes and those issues may not be resolved through other reasonable means such as re-arrangement of facilities or Make Ready Costs, may reject all or part of the application or limit the number and character of Attachments on any pole. IPL will provide an estimate of Make Ready Costs and applicable attachment fees to the City so that it may evaluate the cost of proposed Attachments after the City submits an application for the Attachment. The City shall be responsible to pay any applicable Make Ready Costs and survey, engineering, administrative and other related costs and expenses in connection with the application for the Attachment. Section 12.3 Right to Conduct Audit. may conduct an audit to con?rm that all Attachments on the poles have conformed to the requirements of this Agreement and all amounts due under the Tariff for the Attachment have been paid. If, as a result of any audit, it is found that the City is occupying any poles of IPL without having complied with this Agreement or paid any attachment fees and amounts due under the Tariff, the City shall comply with this Agreement and pay all amounts past due. PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 10 DMS [0479674614 211965261 213393323 Section 12.4 Failure to Pay. If the City does not pay IPL within thirty (30) days or such longer period provided by to permit the City to verify the unauthorized Attachment(s), may require that such unauthorized Attachment be removed by the City, or itself may remove the unauthorized Attachment without liability, at the City?s expense. Section 12.5 IPL Failure to Act. No act or failure to act by with regard to any unauthorized Attachments shall be deemed as rati?cation or the licensing of the unauthorized Attachment. If any license should be subsequently issued, said license shall not operate retroactively or constitute a waiver by of any of its rights or privileges under this Agreement; provided, however, that the City shall be subject to all liabilities, obligations and, responsibilities of this Agreement from its inception in regard to said unauthorized Attachment. Section 12.6 Code and National Electrical Safety Code The use of the poles covered by this Agreement shall at all times be in conformity with the recommendations and requirements of the latest edition of the ?Indiana Electrical Code,? the NESC and the lawful rulings of State or other governmental authorities having jurisdiction that may exceed such recommendations and requirements, and the Rules and Practices of as provided by prior to use. Section 12.7 Interference. If the City uses wireless facilities, the City will install, use and operate such wireless Attachments in a manner that will not cause interference (including, but not limited to, blocking of access to the pole, radio frequency (RF) interference, mechanical interference or any interference with underground utilities) in and other users? use of the pole, so long as the other users? installation predates the installation of the wireless Attachments. In the event any such interference occurs, the City will remedy the interference within thirty- six (36) hours after receipt of notice from conditioned on ability to support corrective actions, if required, or (ii) cease operation of its wireless Attachments until the interference can be eliminated with support, if required, and if the interference is not eliminated within the thirty-six (36) hour period, will have the right, in addition to any other rights that it may have at law or in equity, to take all necessary and reasonable steps, at the City?s sole cost and expense, to eliminate the interference (after giving reasonable prior notice to the City Of its intent to do so), and should it be unable to so eliminate the interference, shall have the right to terminate the license related to the wireless Attachment causing such interference by giving at least sixty (60) days? notice to the City. Section 12.8 Maintenance of Authorization. The City shall be responsible for obtaining and maintaining in full force and effect, any required authorization to construct, operate and/or maintain its Attachments on, under or across public and/or private property. if the City shall at any time be prevented from placing or maintaining its Attachments on the poles, no liability on account thereof shall attach to the of the poles. Section 12.9 Energy Source. in the event that the City requires a source of electrical energy for the power supplied to its communications system or facilities which constitute a part of the Attachments and apparatus, such energy will be supplied by in accordance with the Tariff. The City shall provide advance written notice to of any Attachments to IPL poles requiring power and, for City?owned poles, advance written notice not less than 60 days prior to the desired service date. Section 12.10 Conduit. So long as it does not interfere with use of the conduit and the conduit is an open conduit, the City may use conduit for traffic signal control circuits. PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 1 1 DMS 10479674in4 213965261 213393323 Section 12.11 Indemnity. The City agrees to indemnify and hold harmless IPL from any losses or claims arising from any of the City?s Attachments or its traffic control circuits in conduit. Section 12.12 Relocating Poles and Equipment. In addition to its rights under City Revised Code Sections 645-701 through 645-706, the City reserves the right to order changes from time to time in the location of any part of the Existing Street Lights whenever the same are or will obstruct public improvements proposed or approved by the City; provided, that such changes so ordered, except as provided herein, shall be made by IPL or its contractor at the City?s expense and the cost therefor shall be estimated in advance by IPL, subject to approval by the City in its reasonable discretion. The City shall pay the cost of the work after completion of the work to the reasonable satisfaction of the City. Nothing in this Section shall be interpreted to con?ict with City Revised Code Sections 645?701 through 645~706 or 170 Ind. Admin. Code 4?1-28. Article 13. PUBLIC RESPONSE Section 13.1 IPL Response Center. will respond to reports of street light operational issues and dispatching personnel to respond to operational problems. IPL shall provide reports to the City?s Department of Public Works designee at the end of each calendar quarter commencing with calendar year 20l8 summarizing street light reporting issues and resolution of same. If becomes aware of an outage of a City Owned Light, IPL shall forward reports of street light operational issues to the City for action within 2 business days of receipt via electronic mail directed to the DPW Director or such other person as the City may specify in writing to IPL. Section 13.2 Mayor?s Action Center. Pursuant a mutually?agreed Memorandum of Understanding between the Mayor?s Action Center and IPL to be entered into within a reasonable period of time after the Effective Date, the City shall forward reports of street light operational issues to for action within two (2) business days of receipt via electronic mail directed to streetlighting.ipl@aes.com or such other person as may specify in writing to the City. Section 13.3 Coordination. The Parties will consult with one another from time to time to develop procedures to assure that street lighting operational issues are and properly resolved. The City?s Department of Public Works and Department of Contract Management and Engineering each shall identify a staff person to represent it in accomplishing the task of coordinating communication between the City and IPL regarding reports of street light outages and other similar issues. Section 13.4 Public Education Efforts Regarding Street Light Repair. IPL shall continue to publish its excellent website materials on street light outages. Article 14. IURC Section 14.1 IURC Approval and Continued Jurisdiction. and the City agree that IPL will ?le this Agreement for approval by the IURC. The Parties agree to use their best efforts to seek and obtain the prompt IURC approval of this Agreement. This Agreement shall be subject in all respects, where so provided by law, to the rules, regulations and orders of the IURC, or any other body established by law succeeding to the power now or hereafter exercised by the IURC. PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 12 DMS 10479574v24 211965261 213393323 Section 14.2 No Need to Intervene. The Parties agree that issuance of a Final IURC Order approving this Agreement renders it unnecessary for the City to petition to intervene in next general rate case before the IURC ?led immediately, subsequent to, concurrent with or following the Effective Date and the City will not seek such intervention absent a request from IPL to do so. Nothing in this Section shall prevent the City from intervening rate cases before the that are not speci?ed herein. Article 15. MISCELLANEOUS Section 15.1 Public Announcement. The Parties shall jointly agree on the form, wording and timing of public/media announcement (if any) of this Agreement and the terms thereof. Neither Party will release any information to the public or media prior to the aforementioned announcement. The Parties may respond individually without prior approval of the other Party to questions from the public or media, provided that such responses are consistent with such announcement and do not disparage either Party. Section 15.2 Lighting Coverage; Aesthetics. IPL is not responsible for the lighting coverage, lighting levels, uniformity of lighting coverage or for the aesthetic appearance of the street lights. The City will indemnify and hold harmless from any losses resulting from the design or layout of the streetiighting system. Section 15.3 Input from City. will provide to the City the Illuminating Engineering Society design ?les for the LED luminaires available for the Contract LED Street Lights. The IES design ?les will allow City planners to evaluate lumen levels to optimize designs and streetlight placement on existing streets and for new roadway projects. Further, as new streetlighting technologies become available or as LED technology evolves, IPL will consider the City?s input as TPL evaluates the technologies. Section 15 .4 Telling of Timelines. IPL may delay the timelines set forth in this Agreement for emergencies and other good and suf?cient cause that renders it infeasible for IPL to complete the work within the prescribed time frame. In the event the timeline is paused IPL will notify the City in writing as soon as practicable and such notice will include the reason for and date of the stoppage. Once the reason for the timeline stoppage no longer exists, IPL will notify the City of the new deadline and the date that the timeline will restart. Section 15.5 Agreement Subject to Tariff. This Agreement shall be governed in all matters not herein specified or otherwise governed by the Tariff. Where there is any inconsistency between the Tariff and this Agreement, this Agreement will control. Section 15.6 Nondiscrimination. IPL, the Contractor and any other contractors providing services pursuant to this Agreement shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to his or her hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of his or her race, gender, sexual orientation, gender identity, color, national origin, ancestry, age, disability, or United States military service veteran status. Breach of this section shall be regarded as a material breach of this Agreement. IPL periodically engages in competitive bidding for the services described in this Agreement. Consistent with policies, IPL shall encourage Disability-owned, Minority, Women?s and Veteran?s Business Enterprises to participate in iPL?s competitive bidding process at such time that a contract to perform services is put out for bid. In the event IPL bids a contract under this PUBLIC LEGHTENG AND LED CONVERSION CONTRACT PAGE 13 DMS 10479674v24 211965261 213393323 Agreement, IPL agrees to attend a City of Indianapolis Of?ce of Minority and Women Business Development outreach event prior to bidding the work. Section 15.7 Headings. Headings are for reference purposes only and do not constitute substantive provisions of this Agreement. Section 15.8 Notices. Except as otherwise expressly provided in this Agreement, any notice given hereunder shall be effective only if in writing and given by delivering the notice in person, or by sending it ?rst?class mail or certified mail with a return receipt requested, postage prepaid, or reliable commercial overnight courier, return receipt requested, with postage prepaid, to: The City of Indianapolis: Director of Department of Public Works 200 E. Washington Street, Suite 2460 Indianapolis, IN 46204 With a copy to: Corporation Counsel Of?ce of Corporation Counsel 200 East Washington Street Suite 1601 Indianapolis, Indiana 46204 IPL: Senior Director, IPL Operations Morris Street Operations Center, M8307 1230 W. Morris St. Indianapolis, IN 46221-1744 With a copy to: Legal Department ABS US Services, LLC One Monument Circle, EB701 Indianapolis, IN 46204 Section 15.9 Liability. IPL agrees to indemnify, defend and hold the City harmless for all loss, damage and expense caused by or resulting from negligence or that of the Contractor or any other contractor performing work or rendering services in connection With this Agreement, provided, however, that IPL shall have no iiability in the event of the failure of a street light(s) to be illuminated unless such failure is the result of negligence by IPL, the Contractor or another contractor in instaliing or maintaining the street light(s) as required by this Agreement; or the negligence of the City, its agents, contractors, or employees. Section 15.10 Relationship of the Parties. This Agreement is not intended nor shall it be construed to create a partnership, joint venture or any third party bene?ciary rights in any third party, unless otherwise expressly provided. PUBLIC LIGHTING AND LED CONVERSION CONTRACT PAGE 14 DMS 104796741124 21196526.! 213393323 Section 15.11 Time of the Essence. Time is of the essence with respect to all provisions of this Agreement. Section 15.12 Agreement Not Con?dential. IPL acknowledges that the City will not treat this Agreement as con?dential information and will post the Agreement on the City?s website as required by Section 141?105 of the Revised Code of Indianapolis and Marion County. Use by the public of any document or the information contained therein shall not be considered an act of the City. To the extent that IPL provides information that constitutes ?trade secrets or con?dential or ?nancial information? or critical infrastructure information, exempt from public disclosure under IC and (5) respectively (?Confidential Information?), the City agrees that this information may not be disclosed to any Person other than those the City officials, employees, attorneys, and agents who have a need to know and are subject to this con?dentiality requirement. The City agrees to protect the confidentiality of such Con?dential Information to the extent permitted under applicable law and to notify IPL if a third party seeks access to any Con?dential Information. Section 15.13 Severability. If any provision of this Agreement or its application to any Person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to Persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected, and each other provision of this Agreement shall continue to be valid and be enforceable to the fullest extent permitted by Law. Section 15.14 Assignment. Except as otherwise provided in this Agreement, neither party shall assign this Agreement or its rights or obligations to any firm, corporation, individual, or other entity, without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Section 15.15 Execution. The officers of IPL have been duly authorized to execute this Agreement and the City has authorized the execution of the same by and through its Department of Public Works by proper action and approval of its Board of Public Works, the City?County Council and the Mayor of the Consolidated City of Indianapolis-Marion County. Section 15.16 Governing Law. This Agreement shall be construed and enforced in accordance with the Laws of the State of Indiana. Section 15 .17 Termination for Failure of Funding. Notwithstanding any other provision of this Agreement, and to the extent applicable to this Agreement, if funds for the continued ful?llment of this Agreement by the City are at any time insuf?cient or not forthcoming through failure of any entity to appropriate funds or otherwise, then the City shall have the right to terminate this Agreement without penalty by giving written notice documenting the lack of funding, in which instance this Agreement shall terminate and become null and void on the last day of the ?scal period for which appropriations were received. The City agrees that it will make its best efforts to obtain sufficient funds, including but not limited to, requesting in its budget for each ?scal period during the Term sufficient funds to meet its obligations hereunder in full. Section 15.18 Con?ict of Interest. For purposes of compliance with Ind. Code 36-1- 21, IPL certi?es that that the Mayor of Indianapolis, Indiana has no, and no member of the City County Council of Indianapolis and Marion County, Indiana has any, ownership interest in IPL PUBLIC LIGHTING AND LED CONTRACT PAGE 15 DMS 10479674v24 211965261 213393323 stock. IPL and the City represent that IPL and the City are not aware of any material con?ict of interest. Section 15.19 Compliance with E?Verify Program. Pursuant to IC IPL shall enroll in and verify the work eligibility status of all newly hired employees of IPL through the Eu Verify Program. is not required to Verify the work eligibility status of all newly hired employees through the program if the program no longer exists. Section 15.20 Entire Agreement. This Agreement together with the Tariff contains the complete and entire agreement between the Parties concerning the subject matter hereof. Section 15.21 City Post-Employment Restrictions. The Parties agree and stipulate that there has been no Violation of City Revised Code Sec. 293-207 in the negotiation and execution of this Agreement and agree that relevant terms of City Revised Code Sec. 293?207 are herein incorporated by reference. Violation of City Revised Code Sec. 293?207 may be a breach of this Agreement. Section 15.22 Amendment. This Agreement may not be amended or modi?ed except by a written instrument executed by the Parties hereto. [Remainder of page intentionally blank] PUBLIC AND LED CONVERSION CONTRACT PAGE 16 DMS 10479674v24 2il96526.l 23393323 Attachments: Schedule 1.1 Schedule 2.3 Schedule 5.2 Schedule 8.1 Schedule 8.1 LED Schedule 11.2 Conversion Street Lights LED Fixture Installation SOW Contribution in Aid of Construction Grandfathered Rates LED Rates City Owned Lights PUBLIC LIGHTING AND LED CONVERSION CONTRACT DMS 10479674v24 211965261 213393323 PAGE 18 Schedule Conversion Street Lights Rate Code TYPE Count 38 100 WATT HPS FIBERGLASS COLUMN 176 23 100 WATT HPS - METAL COLUMN 2,272 21 100 WATT HPS OVERHEAD 11,510 221 100 WATT HPS - OVERHEAD 17 22 100 WATT HPS - TRAFFIC COLUMN 2 39 150 WATT HPS FIBERGLASS COLUMN 578 20 150 WATT HPS - METAL COLUMN 243 18 150 WATT HPS OVERHEAD 1,245 218 150 WATT HPS - OVERHEAD 4 19 150 WATT HPS TRAFFIC COLUMN 22 46 250 HPS - SHOEBOX 35 40 250 WATT HPS FIBERGLASS COLUMN 577 17 250 WATT HPS - METAL COLUMN 1,153 217 250 WATT HPS - METAL COLUMN 2 15 250 WATT HPS OVERHEAD 4,919 215 250 WATT HPS - OVERHEAD 2 16 250 WATT HPS TRAFFIC COLUMN 194 35 250 WATT HPS-METAL COLUMN-PAINTED BRONZE 7 13 400 WATT HPS - TRAFFIC COLUMN 381 41 400 WATT HPS - FIBERGLASS COLUMN 473 14 400 WATT HPS - METAL COLUMN 1.752 12 400 WATT HPS OVERHEAD 1,344 33 400 WATT BRONZE 275 34 400 WATT HPS-TRAFFIC COLUMN-PAINTED BRONZE 46 101 400 WATT MH - METAL COLUMN 1 Total 27,240 *This schedule may be modi?ed from time to time by mutual agreement of the Parties. See Agreement, Article 1, ?Conversion Street Lights.? 2l339332.3 Schedule 2.3 LED Fixture Installation SOW lli?i~ Scope of Work for Conversion to LED Fixtures Indianapolis Power and Light Company will be changing out approximately 27,240 light fixtures in the main stream of Indianapolis, EN. The contractor will be removing our existing fixtures and installing new LED fixtures. The contractor shall change out an average of 175 light fixtures per week for the next 3 years. This project should start on Jan. 2018. This project will be completed in 3 years. 1. All IPL rules and safety requirements apply, these include FR clothing, hard hats, protection, class 0 rubber gloves, leather work gloves, personal fall arrest system, hearing protection when needed. . The contractor performing this work must have a green status with our 3rd party safety administrator Avetta. IPL will provide a master conversion list of these lights. The contractor is responsible pre~inspection auditing of these lights. The contractors estimate is for LED mass change?out. IPL will set up direct delivery for the LED lights to the contractors work location. The contractor is responsible for all materials once they take delivery. 7. The contractor is responsible for handling all fixtures for disposal by will furnish all containers for the old fixtures to the contractor?s reporting area. The contractor is responsible for dis?assembling the old fixtures and sorting the pieces into the proper containers. They shail be in 4 different containers. a) Separate glass ware, to the normal trash container, b) Separate the capacitor, in the appropriate hazardous drums, c) Remove the lamp, in the appropriate hazardous drums, d) Remove the ballast, and separate the fixture to the appropriate metal scrap container, 8. The contractor crews shall work full weeks on this project and not be required to mobilize to other work. A full week is defined as a 40 hour work week. 9. wili be starting in the down town mile square with this project, will provide a master map of our territory that will ailow the contractor to work in the same area until that map section is completed. The contractor will be responsible for assembling each weeks work from the information provided for the life of the project. 10. will not be using Smart Grid coordination for these fixtures. 11. to provide all materials for this project including photo cells, fuses, fuse holders and ?squeeze ons" as needed. 12. The contractor shall include a qualified technicai person to enter data into iPLs G-Tech system and iPLs Mainframe Billing System perfixture at the Morris St. Service Center. 13. The contractor is responsible for ail traffic control this includes road guards, cones, flags, and hand held control signage. 28393313 14. The contractor shall include fixed unit pricing for the entire project. would like to see this cost broke out as follows, a) Post field auditing, Traffic control, Fieid work this should the fixture change?out, Administrative person for data entry into IPL, Dis-assembling the old fixture, f) Total cost per LED fixture, 15. if the contractor falls behind the weekly targeted schedule on the production replacement should receive a 20% reduced cost of the unit price. 16. The contractor shall report any maintenance problems found to will create a maintenance order to our lighting contractor to make these repairs. 17. The contractor shall report to bi?weekly reports on the progress of this project. 18. to provide the contractor information training necessary to remotely be able to use lPL?s mapping 8: information to print out drawings formulate tables with information necessary to provide field installation crews with maps locations to perform the work. 19. This project shall be completed by Dec. 31?, 2020. 20. The contractor shall include all tools, equipment, vehicles, and fuels. 21. LED lights will consist of 4 different types of cobra?heads, and a shoebox type fixture. Supply Chain team will set up the stocking levels of the LED fixtures for the contractor; this will allow the contractor to plan their weekly schedules out at least 30 days. Here is the count and type of fixtures. Cobra head/arm mounted 27,205 Shoe box fixture 35 Grand Total: 27,240 213393323 Schedule 5.2 Estimated/Final Contribution in Aid of Construction 2 Where: Estimated or ?nal amount of contribution in aid of construction Total cost of LED ?xtures and any related structure to be installed Total cost of Contractor Estimated or ?nal total amount of IPL fully burdened engineering and project management costs the present value of the ?nancing cost of the CIAC taxes 2 0.099 (F E) 2 l339332.3 Schedule 8.1 Grand fathered Rates Tariff Description Rate Vintage 24 100 HPS - POST TOP $160.80 U?l Vintage 25 100 HPS - POST TOP WASH $251.16 APL Vintage 162 100 HPS POST TOP WASH $309.24 MU-1 Vintage 38 100 WATT HPS - FIBERGLASS COLUMN $153.36 MU-1 Vintage 23 100 WATT HPS - METAL COLUMN $161.52 Vintage 21 100 WATT HPS - OVERHEAD $95.76 New 221 100 WATT HPS - OVERHEAD $296.64 MU-1 Vintage 22 100 WATT HPS - TRAFFIC COLUMN $95.76 APL Vintage 71 100 WATT LIGHT - LIGHT ONLY $80.16 MU-1 Vintage 32 1?150 8 4-100 WATT HPS CLUSTER $645.96 MU-1 Vintage 27 150 HPS - POST TOP WASH $287.76 Vintage 26 150 HPS- POST TOP $193.56 Vintage 39 150 WATT HPS - FIBERGLASS COLUMN $166.68 MU-1 Vintage 20 150 WATT HPS - METAL COLUMN $174.96 MU-1 Vintage 18 150 WATT HPS - OVERHEAD $111.72 New 218 150 WATT HPS - OVERHEAD $318.12 U-1 Vintage 19 150 WATT HPS - TRAFFIC COLUMN $111.72 APL Vintage 87 150 WATT HPS FLOOD OVERHEAD - LIGHT ONLY $171.48 APL Vintage 72 150 WATT HPS REDDY SENT. - LIGHT ONLY $170.88 MU-1 Vintage 45 150 WATT HPS UPASS 4100HRS MOUNTED $147.36 MU-1 Vintage 51 150 WATT HPS UPASS 8760HRS WALL MOUNTED $187.68 MU-1 Vintage 64 175 MV - ORNAMENTAL STANDARD - CUSTOMER $12504 OWNED MU-1 Vintage 7 175 WATT MV $102.12 MU-1 Vintage 9 175 WATT MV - METAL COLUMN $167.88 Vintage 11 175 WATT MV WASHINGTON POST STD $256.32 MU-1 Vintage 66 2400 $332.16 MU-1 Vintage 46 250 HPS - SHOEBOX $203.04 ??14 Vintage 40 250 WATT HPS - FIBERGLASS COLUMN $193.56 Vintage 17 250 WATT HPS - METAL COLUMN $201.72 MU-1 New 217 250 WATT HPS - METAL COLUMN $524.28 MU-1 Vintage 15 250 WATT HPS OVERHEAD $140.52 MU-1 New 215 250 WATT HPS - OVERHEAD $342.00 MU-1 Vintage 16 250 WATT HPS - TRAFFIC COLUMN $140.52 APL Vintage 88 250 WATT HPS FLOOD - OVERHEAD - LIGHT ONLY $225.84 APL Vintage 73 250 WATT HPS REDDY SENT. - LIGHT ONLY $225.72 APL Vintage 140 250 WATT HPS-15T FIXTURE-FLOOD $248.28 213393323 Tariff Description Rate APL Vintage 157 250 WATT FIXTU - LIGHT ONLY $225.72 MU-1 Vintage 35 250 WATT HPS-METAL COLUMN-PAINTED BRONZE $229.20 Vintage 187 2-80 WATT LED WASHINGTON POST STD $686.64 Vintage 65 400 HPS - SHOEBOX $247.56 Vintage 13 400 WATT HPS TRAFFIC COLUMN $171.00 Vintage 41 400 WATT HPS FIBERGLASS COLUMN $277.56 U-1 Vintage 14 400 WATT HPS METAL COLUMN $299.40 MU-1 Vintage 12 400 WATT HPS OVERHEAD $171.00 APL Vintage 89 400 WATT HPS FLOOD - OVERHEAD - LIGHT ONLY $259.20 APL Vintage 74 400 WATT HPS REDDY SENT. - LIGHT ONLY $259.08 MU-1 Vintage 50 400 WATT HPS UPASS 8760HRS WALL MOUNTED $306.72 APL Vintage 141 400 WATT FIXTURE-FLOOD $368.52 APL Vintage 158 400 WATT - LIGHT ONLY $259.08 Vintage 33 400 WATT HPS-METAL COLUM N-PAINTED BRONZE $326.88 MU-1 Vintage 34 400 WATT HPS-TRAFFIC BRONZE $175.56 Vintage 101 400 WATT MH - METAL COLUMN $299.40 MU-1 Vintage 185 PEDESTRIAN LIGHT FOR CIRCLE CENTRE MALL $691.20 APL Vintage 96 WOOD POLE WITH OVERHEAD FEED IF PAIRED $45.60 APL Vintage WOOD POLE WITH UNDERGROUND FEED IF PAIRED 97 $112.68 APL Vintage 164 150 WATT HPS WASHINGTON POST STD. $354.24 MU-1 New 212 400 WATT HPS LAMP $379.68 New 238 100 WATT HPS - FIBERGLASS $335.16 New 239 150 WATT HPS - FIBERGLASS $346.32 MU-1 New 240 250 WATT HPS FIBERGLASS $380.52 APL New 271 100 WATT HPS LAMP $223.32 APL New 296 ONE WOOD POLE (OVERHEAD ONLY) $237.84 Standard Contract Riders apply per Rate and APL New and Vintage rates. 213393323 Schedule 8.1 LED LED Rates Convert an existing ?xture to LED 011 an existing Pole and Arm (CIAC for fixture) Line No. Description LED Annual Rate* 1 LED COBRA HEAD (5,500?6,500 LUMENS) LIGHT ONLY $104.64 2 LED COBRA HEAD (6,500-7,500 LUMENS) - LIGHT ONLY $108.12 3 LED COBRA HEAD (112,500-151,500 LUMENS) - LIGHT ONLY $122.28 4 LED COBRA HEAD (20,500-21,500 LUMENS) - LIGHT ONLY $138.96 5 LED AREA LIGHT (12,500-13,500 LUMENS) - LIGHT ONLY $120.84 6 LED AREA LIGHT (20,500?21,500 LUMENS) LIGHT ONLY $140.52 7 LED TRADITIONAL POST TOP (5,500-6,500 LUMENS) - LIGHT ONLY $112.08 8 LED TWIN WASHINGTON POST TOP (2 at 5,500-6,500 LUMENS) - LIGHT ONLY $125.04 9 LED WASHINGTON POST TOP (5,500-6,500 LUMENS) - LIGHT ONLY $108.36 LED COBRA HEAD (12,500-13,500 LUMENS) OVERHEAD (Converted from Current 10 Rate Code 215) $228.36 LED COBRA HEAD (12500-13500 LUMENS) - METAL COLUMN (Converted from 11 Current Rate Code 217) $354.84 LED COBRA HEAD (6,500-7,500 LUMENS) OVERHEAD (Converted from Current 12 Rate Code 218) $214.08 LED COBRA HEAD (5,500-6,500 LUMENS) - OVERHEAD (Converted from Current 13 Rate Code 221) $210.72 Standard Contract Riders apply. Rates for LED without CIAC Rate Code Description Annual Rate1 2 200C LED COBRA HEAD (5,500-6,500 LUMENS) LIGHT ONLY $184.80 201C LED COBRA HEAD (6,500-7,500 LUMENS) - LIGHT ONLY $192.00 202C LED COBRA HEAD (12,500-13,500 LUMENS) - LIGHT ONLY $215.16 203C LED COBRA HEAD (20500-21500 LUMENS) - LIGHT ONLY $263.16 204C LED AREA LIGHT (12500-13500 LUMENS) - LIGHT ONLY $231.72 I Standard Contract Riders apply. 1 This rate will be adjusted to re?ect the actual cost of the LED ?xture after the contract has been awarded as contemplated by Section 4.2. This rate will also be adjusted to re?ect the actual cost Of labor after IPL has awarded a contract for maintenance of its street lights which will contemplate the installation of the Additional Street Lights as contemplated by Article 6. The rate will be further adjusted once the 4,000 Additional Street Lights are installed as contemplated by Article 6 to re?ect any increase in the cost Of LED ?xtures and any increase in the cost of labor resulting from the decreased volume Of street light installations. 2l339332.3 Annual Rate1 2 Rate Code Description 205C LED AREA LIGHT (20,500-21,500 LUMENS) - LIGHT ONLY $255.36 206C LED TRADITIONAL POST TOP (5,500?6,500 LUMENS) - LIGHT ONLY $224.52 LED TWIN WASHINGTON POST TOP (2 at 5,500-6,500 LUMENS) - 53381-50 207C LIGHT ONLY 208C LED WASHINGTON POST TOP (5,500-6,500 LUMENS) - LIGHT ONLY $282.00 396 WOOD POLE WITH OVERHEAD FEED IF PAIRED $94.44 397 WOOD POLE WITH UNDERGROUND FEED IF PAIRED $119.52 12' FIBERGLASS TRADITIONAL COLUMN WITH UNDERGROUND 228 FEED IF PAIRED $87.60 12' FIBERGLASS FLUTED COLUMN BASE MOUNT WITH 237 UNDERGROUND FEED IF PAIRED $177.48 14' ALUMINUM FLUTED COLUMN BASE MOUNT WITH 242 UNDERGROUND FEED IF PAIRED $205.32 14? FIBERGLASS FLUTED COLUMN DIRECT BURY WITH 243 UNDERGROUND FEED IF PAIRED $180.36 14' FIBERGLASS SMOOTH ROUND COLUMN DIRECT BURY WITH 244 UNDERGROUND FEED IF PAIRED $155.16 ALUMINUM COLUMN WITH BASE WITH UNDERGROUND FEED IF 254 PAIRED $219.48 ALUMINUM COLUMN WITHOUT BASE WITH UNDERGROUND FEED 255 IF PAIRED $122.28 ALUMINUM BRONZE COLUMN WITH BASE WITH UNDERGROUND 269 FEED IF PAIRED $239.40 ALUMINUM BRONZE COLUMN WITHOUT BASE WITH 270 UNDERGROUND FEED IF PAIRED $142.20 FIBERGLASS COLUMN DIRECT BURY WITH UNDERGROUND FEED IF 278 PAIRED $131.28 213393323 Schedule 11.2 City Owned Lights Rate Code Description Count at 7/2017 61 150 WATT HPS - CUSTOMER OWNED 97 64 175 MV - ORNAMENTAL STANDARD CUSTOMER 2 OWNED 60 250 WATT HPS CUSTOMER OWNED 46 55 250 WATT MV CUSTOMER OWNED 16 59 400 WATT HPS CUSTOMER OWNED 234 213393323 INDIANAPOLIS POWER LIGHT COMPANY Printed: Title: Date: .v?N 1' (Draft August 26, 2017 THE CONSOLIDATED CITY OF INDIANAPOLIS- MARION COUNTY, INDIANA, BY AND THROUGH ITS DEPARTMENT OF PUBLIC WORKS By: Printed: Title: Date: APPROVED AS TO FORM AND LEGALITY By: Printed: Title: OFFICE OF CORPORATION COUNSEL City of Indianapolis APPROVED BY THE DEPARTMENT OF PUBLIC WORKS THES DAY OF 2017 ATTEST: By: Secretary, Department of Public Works APPROVED BY THE COUNCIL THIS DAY OF 2017 ATTEST: By: Clerk, City?County Council PUBUC AND LED CONVERSION CONTRACT DMS 10479674v22 211965261 PAGE 17 i'x? Draft August 26, 2017,.- K?w? a APPROVED THIS _w DAY OF 2017 Joseph Hogsett, Mayor City of Indianapolis APPROVED FOR AVAILABILITY OF FUNDING APPROVED FOR EXECUTION City Controller Attachments: Schedule 1.1 Conversion Street Lights Schedule 2.3 LED Fixture Installation SOW Schedule 5.2 Contribution in Aid of Construction Schedule 8.1 Grandfathered Rates Schedule 8.1 LED LED Rates Schedule 11.2 City Owned Lights LIGHTING AND LED CONVERSION CONTRACT PAGE 18 DMS 10479674V22 21 196526.}