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HomeMy WebLinkAboutStreet Light Workflow rJ `�"`°% RESOLUTION 2016-533 +:a ADOPTED DOC ID: 11965 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-533 WAS ADOPTED AT THE SPECIAL MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 19,2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Street Light Workflow Agreement between the Town of Southold and the Long Island Lighting Company d/b/a LIPA regarding the transfer and installation of Town owned street lights onto new utility poles, subject to the approval of the Town Attorney. (2.V.144.14.Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Russell ABSENT: Louisa P. Evans This. ST ET LIGHT WO. LOW AGREEMENT ("Agreement") made -this day;©£ Qx.+- , 2016, by and between Long;Island Electric Utility Servco .LLC ("Agent") as agL :•of and on behalf of the Long.Island Lighting Company d/b/a/ LIPA ("LIPA" or."Company")1with,.officrrnes at.33 .Earle OvingtonrBoulevard, Suite'403, Uniondale,' unccpI ,New'York '1553, and To S , , a Gar1pvrp, �n, having, its principal office at* , New York ("Municipality"): •Company'and.Municipality shall:be sometimes referred to individuallyas a "Party"and collectively as the "Parties." 44 53015 .eou J,S P.0 acY I l'19 RECP:'A §. SoL)1 01 a., 08 1` i1 WHEREAS,,pursuant to,the Amended and Restated Operations, Services Agreement; dated December 34,20.13, as'-'it may be restated, amended, modified, or supplemented from time to: time (`"A&R.OSA"), between LongrIsland Lighting Company d/b/a :LIPA ,.("LIPA" or "Company") and PSEG Long ;Island LLC ("PSEG, LI"),. PSEG LI,, through its operating ,, subsidiary,- Agent; ,has assumed ,managerial responsibility, for the day-to-day operational Maintenance of, and -capital;investment to; the',electric' transmission and distribution system owned,by LIPA ("T&D System");as of January 1, 2014. As a result, Agent will execute and 'administer this Agreement and.;`shall-.be' LIPA's representative in all -matters. related to the Agreement,-including-all-attached exhibits as applicable; and WHEREAS; Company has been awarded a Federal;Emergency Management Agency -'("FkMA") grant• te,-finance storm hardening Yof'`Company's T&D .System; which includes -significant construction and repair--work to the,T&D-System(collectively the "Storm Hardening ;Program"); and WHEREAS;in connection with Company's Storm-Hardening Program,1 SEG LI; either itself or through subcontractors, is performing construction.to.strengthen the T&D System;and WHEREAS,'outside of the Storm.Hardening Program and during the;ordinary course of maintaining,and operating,the T&D System, PSEG LI's normal practice related:to.transferring. municipal-owned street-lights is to transfer_and lash the,light onto a new utility;pole andnotify the Municipality', such-transfer, whereupon the municipality would.attach•the,light and'make it functional,and ' •WIf EREAS; PSEG LI'has determined'that; given-the scope•'of the Storm Hardening Program and the-mimber of:new.utility poles:that would.be,placed in the Municipality, there' would be no.incremental cost to Company if.PSEG.LI, either itself or through subcontractors, attathe&and energized the municipal-owned-streetlights to the 'new'utility-pole rather than, transferringand lashing the•lights;.and - WHEREAS, Company and, Municipality have agreed that, .'solely for the Storm Hardening Program, PSEG LI,'either itself or through subcontractors, ori behalf of Company, rather<than the Municipality,shall, in addition to transferring;the municipal-owned-street•lights,to the new utility poles, attach the,lights to the poles andenergize,the street.lights (collectively-the "Street Light Work");and - - - - 1 „ • REAS, all other work, including day-to-day ordinary maintenance work, related to Municipality's street lights shall be the responsibility of the Municipality and not the Company or PSEG LI. NOW,, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained,the Parties agree as follows: I. Scope. This Agreement sets forth the basic terms and conditions applicable to the Street Light Work. The scope of work detailing the Street Light Work is attached hereto as Exhibit I ("Scope of Work"). Subject to the terms and conditions of this Agreement PSEG LI, either itself or through subcontractors, on behalf of Coinpany, will perform the Street Light Work described in the Scope of Work at Company's cost and expense only in connection with the Storm Hardening Program and not related to other pole replacement activities that Company may be engaged in within the Municipality now or in the future. 2. Delays. The Parties shall work together to coordinate the Street Light Work to facilitate the completion of same in a 'timely manner. Company shall not be liable to Municipality for any delays in performing the Street Light Work. 3. Licenses, Permits, and Approvals. Municipality shall be responsible for any licenses, permits, and approvals required for PSEG LI or its subcontractors to conduct the Street Light Work. Each Party shall promptly cooperate with the other Party as requested to assist and support the other Party in the process of obtaining any necessary licenses, permits, and, approvals. 4. Access. Municipality shall and shall cause its agents to ensure that PSEG LI and its contractors shall have'reasonable site access as necessary for completion of the Street Light Work. 5. Liability. IN NO EVENT SHALL EITHER ID TY BE LIABLE TO THE OTHER IN. CONNECTION WITH THIS AGREE I NT FOR INDVI CT, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR ANY LOSS OF USE OR D ,11 -TION OF VALUE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS COMMUNICATED, KNOWN, OR FORESEE 4 LE OR IF THE AVAILABLE REMEDY FAILS OF ITS ESSENTIAL P 'OSE. 6. Miscellaneous Provisions. a. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns. b. Recitals. The above "Whereas” clauses are incorporated into and made'a part of this Agreement c. Severability. If any section, phrase, provision, or portion of this Agreement shall, for any reason, be held or adjudged to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such section, phrase, provision, or portion so adjudged shall be deemed separate, distinct, and independent, and the remainder p of this.Agreement,shall,be and remain in full-force and effect,and Shalt-not-bo invalidated or rendered illegal or unenforceable.or otherwise affected by such adjudication: d. Entire Agreement:Precedence. The Agreement,,inclirding-theSCOpeOf Work and any_appendices,and,exhibitS, constitutes the full complete,'and prily,agreement between the Parties hereto with respeatothe,Street Light Work. This Agreement supersedes any :course of performance, course of Clealings, wage of ,trade; previous agreements,representations,,and understandings, either oral or written e. Governing Law. This Agreethent-shall' be governed by and:construed' in accordance with the.laws of the State, of-New'York, except,for New York's :conflicts of law,provisions that would"defeat the application of its substantive laws tO this;Agreement-, Any disputes or:,lawsuits'arising out of or related to.this Agreement resulting in litigation,shall be litigated in the .state courts located in New York or the LI„S: DiStrict'Cbtitt.for the,Eastern or Senthern'DiStriotof New, YorkTO THE EXTENT PERMITTED BY APPLICABLE.LAW;EACI-VOF THE PARTIES HEREBY IR.R.EV,OcABLY,WAIVES. .,41,-f RIGHT OP-MAL, BY JURY IN ANY SUIT , ACTION, PROCEEDINGCLAIM, OR, COUNTERCLAIM, ARISING OUT OF ,OR . RELATED TO, THIS AGREEMENT. , f. NoWáiver. .No delay or ,omission in the exercise cif any right-under this Agreement shall impair any such right or shall be taken, construed, or considered as a waiver'or relinOiShment thereof, but any such right may be exercised from time to time and as oftenas may be deemed expedient: If any of the terinSand conditions herein shall be breached and thereafter waived, such waiver Shall be liniitectto the:partiettlar breach s't) waived and shall not be deemed th:waiVe 64: other.breach hereunder: 4 Amendment Na term's, conditions, agreements, representations, understandings , course ofperformance, course of dealing, or usage oftradepurporting to modify,„ vary, supplement, explain, or amend any provisions of this Agreement shall;be effective unless,in'writing;'signed by representatives of the Parties authorized to amend thiSAgreement. k.- No Third-Party Beneficiaries. Nothing in this Agreement, either express_or implied, is intended t6-4 shall confer upon any other person any Tight, benefit, Or retnedY,of anynature Whatsoever imcler or by reasbnof this Agreement„ Advertising and Public Releases: Municipality,its employees, or agents shall not use'the,IlaMe,'pluitographs,..logb, trademarks, or other identifying.Characteristics-, Of.Company or-PSG.J.,I Or their respective subsidiaries or affiliates,without Company's thecase may be, prior written approval. „. j. Snivival.. All provisions providingfor limitation cif or protection against loss or, liability of- the Parties, including .all licenses,:-Warranties, protections, and' 3 - - • 3 • indemnities, shall„su.rvive,termination, suspension, cancellation, or expiration of thiSAgreeinent: k - Counterparts. The parties, may execute this Agreement in one or more counterparts,.: each- of which is an•original, and all of which taken together COnstitute,.One and the saineinstrunient: 114 WITNESS WRPREQV, the Parties have caused this'Agreement to be executed by their 1%katiV6fufb1—:aiittiprized-off16-0,4r representative, as ofthe_date first above wiitten;, :Long,Island. Electric Utility Serve°. tic" MUNICIPALITY as agent for and on behalf of the_IL,ong- Island Ligliti g C mdtbta'LlitiA By. t, 'P4 g 'Saw% Print Print Se-41/1 fec.2.‹ 0> :Naine:' Name: .„ - Title: i'Ct PO ).eNQ.i ".• ..s‘'.1. Title . •- S1OeO1sde Exhibit 1 . Scope of Work' 1. Company will test streetlight to confirm operability. If street light is inOperable;Colpoy.will notify-Municipality. 3. Company will,de-enerize the,street light. 4. Company Willtransferthe street light from the exiStingpole tOthe:,pew pole: 5., Company will re-energize the street light. 6 -Municipality will be responsible for', epairing,,otreplacing, any in-operable;streetlight 5