Loading...
HomeMy WebLinkAboutKeyspanGREGORY F. YAKABOSKI TOWN ATTORNEY MARY C. WILSON ASSISTANT TOWN ATTORNEY JOSHUA Y, ttORTON Supervisor Tow~ Hall, 53095 Route 25 P.O. Box 1179 SouthoId, New York 11971-0959 Telephone (631) 765-1889 greg.yakabosld~towm southold~ny, us m_ary.wilsen@ ~6w~ seutheld~y:us OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD Memorandum To: Elizabeth A. Neville Town Clerk From: Date: Re: Mary C. Wilson, Esq. Assistanl Town Attorney May 9, 2002 Agreement w/KeySpan (Love Lane gas lights) Betty: Attached for safe-keeping in your office, please find the following: · Agreement dated April 2002, between KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long Island and Town of Southold with original signatures. Thank you Mary /md / enc. AGREEMENT This Agreement is made and entered into this day. of April, 2002 by and, between KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Lon~ Island, a New York corporation anda 'subsidiary of KeySpan Corporation, with offices at 175 East Old.Country Road, Hieksville,.New York 1180I ("Company")and Town of Southold, aNew York municipality [ocated at' 53095 Main Rd., $outhold, New York ("Cus[omer'). Company and Customer are collectively referred to as "Parties" and individually a~ a"Party." PREAMBLE Customer desires to use gas for Six (6) Gas Street Lights .(Gas L:~ghts) located at or near Love Lane, Matfituck, New York 11952. Company operates a system for the distribution,of natural gas and has such gas for sale at or near the desired locatiom The Gas Lights will not be metered and Customer agrees ro pay,an annual fixed cost in addition to the cost of the gas and all apphcable federal, state and local taxes. NOW, THEREFORE, it is mutually agreed as follows: 1. GAS SERVICE PROVIDED Company will supply and Customer will take and pay for 2500 cubic feet (the maximum amount allowed) of gas per month for each Gas Light described in Exhibit A, which is attached hereto and made a part of this Agreement. Company will supply gas in excess of the maximum amount allowed, or permit Customer to add more Gas Lights upon agreement, evidenced by a3vritten request from Customer and written approval by Company. The volume of gas delivered hereunder will be calculated usLxg the mOntbJy gas volumes for the Gas Lights specified in'Exhibit A. The points of delivery hereunder shall be the terminus of Company's service line at the base of the supporting post for each Gas Light location specified in Exhibit B attached hereto and made a part hereof. 2. CHARGES AND PAYMENT FOR GAS SERVICE Company will charge and Customer agrees to pay for the gas service, an annual fixed fee of $153.00 per Gas Light (Fixed Fee). The Fixed Fee of $918.00 will be payable in twelve equal installments. In addition to the Fixed fee, Customer agrees to pay the Company's cost to purchase the 2500 cubic feet of gas used monthly by each Gas Light, and all apphcabte federal, state and local taxes (Variable~Costs). The Company's cost to purchase gas over the period beginning January 1, 2000 through December 31,2001 has fluctuated from a high of $0.8463 per therm to a low of $0.3770 per therm. The Company provides no guaranty to Customer as to the maximum range of the Variable Costs as it is dependent on changes in the market. Customer can determine the approximate mount of its Variable Cost by examin'mg gas prices displayed on the New York Me/cantil~e Exchange (N:YMEX). lite Fixed Fee and the Variable Costs associated with gas consumption are based upon the Customer's continued use of the-GLM #42 light described in Exhibit A. Company reserves the ~ght go change (increase or decrease) the Fixed t~e,e or the Vadabl,e Costs related to gas ¢0nsUmpacm:~E [be manner allowed by taw. H0~we~er, when the New York ?,u_b, lic Service CO~si9ri~(PSC~} apprpVes a new service classification under the~Cun~a~y s Tariff }for the ~s prc,vided !tinder this A~:eement, the ~¢rviees Will be. subject to the ~ates set forth in the 3. PAYMENT ADDRESS All bills for natural gas delivered hereunder are due upon presentation and are payable at KeySpan Energy Delivery Lon~ Island, 175 East Old Country Road, Hicksville, New York 11801- Attention Lou Caruso. Company may, without terminating this Agreement or waiving or impturing any right accruing to it by law, suspend service for non-payment of any bill for service supplied hereunder. This Agreement is subject to the rules and regulations of the PSC and any other regulatory authority having jurisdiction. 4. TERM The term of this Agreement shall be from the date upon which service is first made available and will continue for two years thereafter. Upon expiration of the initial two year term, this Agreement shall automatically renew for successive one year terms until either Party shall notify the other in writing not less than 60 days nor more than 180 days prior to the expiration date or any anmversary of such expiration date of its intention to terminate this agreement. 5. GAS SERVICE Customer contracts for a monthly ma~(unum demand of gas of 2500 cu. ft. per Gas Light and agrees that the monthly maximum demand shall not be in excess of 2500 cu. ft. per Gas Light. Company shall not be obligated to deliver gas to Customer in quantities in excess of the monthly maximum demand for gas herein contracted. 6. MAINTENANCE OF GAS STREET LIGHTS Maintenance and repair of Gas Lights (including fuel l'mes downstream from the points of delivery hereunder and posts) shall be the responsibility of customer. The Customer's bill will not be adjusted to reflect a decrease in the annual fee should one or more of the Gas Lights become inoperative. 7. PSC FII)NGS It is understood and agreed that this Agreement is or may be required to be filed with and/or approved by the I>SC in order for it to become fully effective and bind/rig. The Company shall promptly ~ta¢~ ~e all necessary steps m accomplish such filing, ff deemed necessary, and, if so filed, this Agre~me~ Will be subject to and conditioned upon the 'PSC's acceptance for filing within 90 da~ys from tke dat~ of such filing-and Company agrees,to n0ti~ the Customer as ~oon as praeticab~e.o£tlle ~/cmpt of?SC acceptance for filing. IfPSC acceptance for filing is not received by Company, this Agreement will be deemed null and void, and neither party will have any other or further liability m the other party for anything arising out, of or in connection with this Agreement, except as may otherwise be mutually agreed ro by the parties. 8. INDEMNIFICATION Customer shall defend and indemnify and save harmless Company, its parent, affihates and subsidiaries, and their directors, officers, employees and agents, from and against any cl~nns or losses, including any and all expenses, costs, reasonable attorneys' fees, settlements, judgments or awards, penalties, liabilities, damages, liens and encumbrances, incurred by Customer or its parent, affiliates and subsidiaries, or their officers, directors, employees, or agents, in connection with any such cla/m Or lawsuit for bodily or personal injury ro persons, including death, or damage to property resulting from Customer's installation, maintenance and use of the Gas Lights. 9. LIMITATIONS OF LIABILITY Company undertakes to perform the obligations as are expressly set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against Company. No provisions herein shall require Company m expend or risk its own funds or otherwise incur any financial liability in its performance under this Agreement or to take any action that is prohibited by applicable law or to fail to take any action required by applicable law. 10. INABILITY TO PERFORM Neither Party shall be considered to be in default in the performance of its obligations under this Agreement, re the extant that the performance of any such obligation is prevented or delayed by any cause, which is beyond its reasonable control, including without limitation, acts of God; acts 3 or omissiCns of goyernmental authorities; strikes; lockouts or other industrial dksturbances; acts ofpnblic enemtes; wars; blockades; nots; crwl disturbances: epidemics; floods;hurricanes; .tornadoes; and any other similar acts, events or omissions. When it is determined that force majeure may result ~n a:delay of S~rvices, the affected Party shall notify the other Party in writing within ten calendar days after recognition of the occurrence. In the absence of st/ch notification, the affebted Party waives the fight to'claim that Services were delayed by the occurrence of such ev~llt, 11. NOTICES Any notice, demand or request required or permitted to be g~ven under this Agreement er by law shall be deemed to have been sufficiently gtven if reduced to writing and mailed by U.S. registered Or certified mail, postage prepaid, return-receipt requested, or delivered by nationally recognized express or overnight courier to thC party who is to receive such notice, demand or reques~ at the address set forth below. Company: Customer: ,KeySpan Energy Delivery. Long Island 175 East Old Country Road Hicksville, NY 11801 Attention: Lou Caruso Town of Southhold 53095 Main Road Soutbhold, NY 1 i971-0959 12 TERMINATION If Customer fails to pay the mount due pursuant ro this Agi'eement for sixty (60) days after the same shall become due and payable, Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Customer2 13. PROVISIONS REOUIRED BY LAW DEEMED INSERTED Each and every provision of law and governmental regulation required by Law to be inserted in this Agreement is deemed inserted and this Agreement will read and be enforced as though the same were so included in this Agreement. If through mistake or otherwise any such provision is not inserted or ~s not correctly inserted, then, upon the application of either party, this Agreement shall be deemed to be amended to make such insertion or correction. 14 ASSIGNMENT This Agreement is binding upon the parties and their respective heirs, legal representatives, successors and assigns. Customer shall not assignor transfer this Agreement without first having obtained Company's written consent to such assignment or transfer. Any such assignment or transfer for which the Company's written consent is not obtained will be null and void. 4 15. GOVERNI2XTG LAW ,This Agreement will be deemed to have been entsred into and ~vffi be constraed,,govemed and errforced in accordance with the laws of the State o£ New York.' Any action arising out of or relating to this Agreement will be h-ought in New York State Supreme Court, Nassau or Suffolk Counties. or United States District Court £or the Eastern D/3trict of New York. Customer, therefore, waives any rights it may,have to insist that any lawsuit to y/h/ch it is a party be litigated in any venue other than the above courts, and covenants not t0 sue Company or i~s pa~e~t, ~ub~siOiar/es or affi!ia~es m a~y court other thanthe abr/ve-described ~0ur~s w/th respect to any Agreement2-related dSspute. IN WITNESS WHEREOF the:pa~es ~hereto have caztsed th/s Aweera~r to be executed in triplicate the day and year first above wr/..tten. KEYSPAN GAS EAST CORPORATION d/b/a TOWN OF SOUTHOLD Jos~l~'h7. H~'to~,-T~wn Supervisor ~51053 ¥2 - GAS LIGHTS - SOUTHHOLD Exhibit A ~ght Mo&VT~e Monthly Gas Consumption (Cubic Feet) 1 GLM #42/Triple 2 GLM #42/Triple 3 GLM 4/42/~Triple 4 C~Llff ~,2/Triple 5 GLM g42/Triple 6 GLM g42'/Triple 2500 2500 2500 2500 2500 2500 * See map attached for location of each light 6 Exhibit B GAS LIGHTS LOCATION GREGORY F. YAKABOSKI TOWN ATTORNEY MARY C. WILSON ASSISTANT TOWN ATTORNEY JOSHUA Y. I~IORTON Supervisor Town Ha[l, 53095 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1889 greg.yakaboski@town.southold.ny.us mary. wilson@towr~southold.ny.us OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD April 30, 2002 Thomas P. Doyle Senior C/I Sales Representative Gas Sales 117 Doctors Path Riverhead, NY 11901 Re: Agreement between KeySpan and Town of Southoid (natural gas se rvice for Love Lane street lights) Dear Mr. Dovle: Enclosed please find Agreement between KeySpan Gas East Corporation and the Town of Southold that has been signed by Supervisor Horton, Together with a certified copy of resolution no. 188. adopted by the Southold Town Board on March 12. 2002. authorizing his signature. After obtaining an authorized signature from a KeySpan official, kindly return a fully executed document to me for my files. Thank you. Ass stant Town Attorney /md encs. cc: Elizabeth A. Neville. Southold Town Clerk ELIZAt~ETH A. N]~VILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER ~RECORDS 1VIANAGE1YIENT ~FFICER FREEDOM OF INFO'i~WLkTION OFFICER Tov~ Hall. 53095 Main Road P.O. Box 1179 Southold New York 11971 Fmx 631) 765-6145 Telephone (631) 765-1800 sout]~oldtown.nor th fork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTI17Y THAT THE FOLLOWING RESOLUTION NO. 188 OF 2002 WASA~DOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 12, 2002: RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Joshua Y. Horton to sign an A~reement between KeySpan Gas East Corporation d/b/a KevSoan Enerev Delivery Long Island and the Town of Southold for natural ~as service for six (6) gas street lights located on Love Lane, Mattituck, NY, subject to the approval of the town Attorney. Elizabeth A. Neville Southold Town Clerk AGREEMENT This Agreement ts made and entered into this day of April, 2002 by and between KeySpan Gas East Corporatiun' d/b/a KeySpan Energy Delivery Long Island, a New York corporation and a subsidiary o£KeySpan Corporation, with offices at 175 East Old Country Road, Ilicksville, New York 11801 ("Company") and Town o£ Sonthold, a New York murficipali .ty locamd at 53095 Main Rd., Southold, New York ("Customer"). Company and Customer are collectively referred to as "Parties" and individually as a "Party." PREAMBLE Customer desires to use gas for Six (6) Gas Street Lights (Gas Lights) located at or near Love Lane, Mattituck, New York 11952. Company operates a system for the distribution of natural gas and has such gas for sale at or near the desired location. The Gas Lights will not be metered and Customer agrees to pay an atmual fixed cost in addition to the cost of the gas and all applicable federal, state and local taxes. NOW, THEREFORE, it is mutually agreed as follows: 1. GAS SERVICE PROVIDED Company will supply and Customer will take and pay for 2500 cubic feet/the maximum amount allowed) of gas per month for each Gas Light described in Exhibit A, which is attached hereto and made a part of this Agreement. Company will supply gas in excess of the maximum amount allowed, or permit Customer to add more Gas Lights upon agreement, evidenced by a written reques; from Customer and written a~pproval by Company. The volume of gas delivered hereunder will be calc-alated using the monthly gas volumes for the Gas Lights specified in Exhibit A. The points of delivery hereunder shall be the term/nus of Company's service line at the base of the supporting post for each Gas Light location specified in Exhibit B attached hereto and made a part hereof. 2. CHARGES AND PAYMENT FOR GAS SERVICE Company will charge and Customer agrees to pay for the gas service, ma annual fLxed fee of $153.00 per Gas Light (Fixed Fee ~. The Fixed Fee of $ 918.00 will be payable in twelve equal installments. In addition to the Fixed fee, Customer agrees to pay the Company's cost to purchase the 2500 cubic feet of gas used monthly by each Gas Light, and all apphcable federal, state and local taxes (Variable Costs). The Company's cost to purchase gas over the period beginning January 1, 2000 through December 31. 2001 has fluctuated from a high of $0.8463 per therm to a low of $0.3770 per therm, l'he Company provides no guaranty to Customer as to the maxzrnum range of the Variable Costs as it is dependent on changes in the market. Customer can determine the approxmaate mount of its Variable Cost by examining gas puces displayed on the New York Mercantile Exchange [NYMEXY~. The Fixed Fee and the Variable Costs associated w/th gas consumption are based upon the Customer's cont/nued use of the GLM #42 light described in Exhibit A, Company reserves the figlxr m change (increase or decreas:e) the F/xed Fee or the Variable Costs related to gas consumption in the manner allowec~ by law. However, when fire New York Pubhc Service Commission (PSC) approves a new service classification under the Company's Tariff for the services provk~ed under this Agreement, the services will be sttbject to the rates set forth in the Tariff. 3. PAYMENT ADDRESS All bills for natural gas delivered hereunder are due upon presentation and are payable at KeySpan Energy Delivery Long Island, 175 East Old Country Road, Hicksville, New York t 1801- Attention Lou Caruso. Company may, without terminating this Agreement or waivmg or impairing any right accrtfing to it by law. suspend service for non-payment of any bill for service supplied hereunder, l~his Agreement is subject to the rules and regulations of the PSC and any other regulatory authority having jurisdiction. 4. TERM The term of this Agreement shall be from the date upon which service is first made available and will continue for two years thereafter. Upon expiration of the initial two year term, this Agreement shall automatically renew for successive one year terms until either Party shall notify the other in writing nor less than 60 days nor more than 180 days prior to the expiration date or any anniversary of such expiration date of its intention to terminate this agreement. 5. GAS SERVICE Customer contracts for a monthly maximum demand of gas of 2500 cu. ~. per Gas Light and agrees that the monthly maximum demand shall not be in excess of 2500 cu. ft. per Gas Light. Company shall not be obligated to deliver gas to Customer in quantities in excess of the monthly maximum demand for gas herein contracted. 6. MAINTENANCE OF GAS STREET LIGHTS Maintenance and repair of Gas Lights (including fuel lines downstream from the points of delivery hereunder and posts) shall be the responsibility of customer. The Customer's bill ~vill not be adjnsted to reflect a decrease in the annual fee sheuld one or more of the Gas Lights become inoperative. 7. PSC FILINGS It is understood and agreed that this Agreement is or may be required to be filed with and/or approved by the PSC in order for it to become fully effective and binding. The Company shall promptly take all necessary steps r(> accomplish such fihng, if deemed necessary, and, if so filed, this Agreement will be subject to and conditioned upon the PSC's acceptance for filing within 90 days from the date of such fihng and Company agrees to notify the Customer as soon as pracficable of the receipt of PSf2 acceptance for fil/ng, IfPSC acceptance for filing is not ~eceived by Company, this Agreement will be deemed null and Void, and neither party will have any other or further liability to the other party for anything arising out of or in connection with this Agreement, except as may otherwise be mutually agreed to by the parties. 8. INT)EMNIFICATION Customer shall defend and indemnify and save harmless Company, its parent, affiliates and subsidiaries, and their directors, officers, employees and agents, fi:om and against any claims or losses, including any and all expenses, costs, reasonable attorneys' fees. settlements, judgluems or awards, penalties, liabilities, damages, liens and encumbrances, incurred by Customer or its parent, affiliates and subsidiaries, or their officers, directors, employees, or agents, in connection with any such claim or lawsuit for bodily or personal injury to persons, including death, or damage to property, resulting from Customer's installation, maintenance and use of the Gas Lights. 9. LIMITATIONS OF LIABILITY Company undertakes to perform the obligations as are expressly set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against Company. No provisions herein shall require Company to expend or risk its own funds or otherwise incur any financial liability in its performance under this Agreement or to take any action that is prohibited by applicable law or to fad to take any action required by applicable law. 10. INABILITY TO PERFORM Neither Party shall be considered to be in default in the performance of its obligations under this Agreement. to the extent that the performance of any such obligation is prevented or delayed by any cause, which is beyond its reasonable control, including without limitation, acts of God; acts or omissions of governmental authorities; .strikes: lockouts or other industrial disturbances; acts of public enemies; wars; blockades; riots; civil ddsturbances; epidemScs; floods; hurricanes; tornadoes; and any other sLmilar acts. evems or omissions. When it is determined that force majeure may result/n a delay of Services, the affected Party shall not/fy the other Party in writing within ten calendar days after recognition of the occurrence. In the absence of such notification, the affected Party waives the right to claim that Services were delayed by the occurrence of such 11. NOTICES Any notice, demand or request req. uired or permitted to be given under this Agreement or by law shall be deemed to have be~n sufficiently given if reduced to writing and mailed by U.S. registered or certified mail, postage prepaid, return-receipt requested2 or delivered by nationally recognized express or overnight courier to the party who is to receive such notice, demand or request at the address set forth below. Company: Cusrom~r: KeySpan Energy. Delivery Long Island 175 East Old Country Road Hicksville, NY 11801 Attention: Lon Caruso Town of Southhold 53095 Main Road Southhold, NY 11971-0959 12 TERMINATION If Customer fails co pay the amount due pursuant to tiffs Agreement for sixty (60) days after the same shall become due and payable, Company shall have the fight to terminate this Agreement upon ttf~y (30) days prior written notice to Customer. 13. PROVISIONS REQUIRED BY LAW DEEMED INSERTED Each and every provision of law and governmental regulation required by law to be inserted in this Agreement is deemed inserted and this Agreement will read and be enforced as though the same were so included in this Agreement.' If through mistake or otherwise any such provtsion is not inserted or is not correctly inse~ted, then, upon the application of either parry, this Agreement shall be deemed to be amended to make such insertion or correction. 14. ASSIGNMENT This Agreement is binding upon the parties and their respective heirs, legal representatives, successors and assigns. Customer Shall not assign or transfer this Agreemem without first having obtained Company's written consent to such assignment or transfer. Any such assignment or transfer for which the Company's written consent is not obtained will be null and void. 4 15. GOVEP,2WING LAW Ibis Agreemem will be deemed to have been entered into and wilt be construed, governed and enforced m accordance with the laws of the State o£New York. Any action arising out of or relating to this Agreement will be brought in New York State Supreme Court, Nassau or Suffolk Counties, or United States District Com~ for the Eastern District of New York. Customer, therefore, waives any rights it may have to insist that any lawsuit to which it is a party be litigated in any venue other than the above courts, and covenants notto su~ Company orit? parent, subsidiaries er affiha~es in any court other than the above-described cc~rts with respect~ to any Agrecnnmxt-related dispute. IN VvTI'NESS WHEREOF the parties hereto have caused t?ds Agreernent to be exec-lted in triplicate the day and year first above written. KEYSPAN GAS EAST CORPORATION d/b/a KEYSPAN ENERGY DELIVERY LONG ISLAND By TOWN OF SOUTHOLD By Jos~rarh7. -H~to~ T~wn Supervisor #51053 v2 -GAS LIGHTS - SOUTHiIOLD Exhibit A Light Model/Type Monthly Gas Consumption (Cubic Feet) 1 GLM #42/Triple 2 GLM #42/Triple 3 GLM #42/Triple 4 GLM #42/Triple 5 GLM #42/Triple 6 GLM #42/Triple 2500 2500 2500 2500 2500 2500 * See map attached for location of each light Exhibit B GAS LIGHTS LOCATION 7