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HomeMy WebLinkAboutKeySpan Gas East Corp - License Agreement RESOLUTION (ID # 10849) � r SUBMITTED DOC ID: 10849 THIS IS TO.CERTIFY THAT THE FOLLOWING RESOLUTION NO. (ID # 10849) WAS SUBMITTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 19,2015: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the License Agreement between the Town of Southold and KeySpan Gas East Corporation granting KeySpan access and use of an equipment room within KeySpan's building and an associated space of the roof top for the sole purpose of operating and maintaining radio communication equipment, antennas, generators and appurtenances associated with the land mobile radio system, subject to the approval of the Town Attorney. 6P4i4S4Qa7e4421d# __ - - - - - Elizabeth—A:Neville _ -- – - Southold Town Clerk LAND MOBILE RADIO SYSTEM LICENSE AGREEMENT This License Agreement (hereinafter referred to as the "License") granted as of this I/ T}�iay of October, 2015 by and between KeySpan Gas East Corporation, a company duly organized and existing under the laws of the State of New York, (hereinafter referred to as "Licensor") with offices at 175 East Old Country Road, Hicksville, NY 11801 and the Town of Southold (hereinafter referred to as the "Licensee"), a municipal corporation of the State of New York, having its principal office at 53095 Main Road, Southold, NY 11971-0959. WHEREAS, the Licensee maintains an emergency organization which uses a land mobile radio system to conduct its operations and protect the safety of its officers and residents throughout Suffolk County; and that land mobile radio system provides police communications to adjacent and surrounding law enforcement jurisdictions; and the land mobile radio system is designed to function as the primary radio communications system for public safety operations___ _ including police, fire and village police departments; and WHEREAS, the Licensee installed a land mobile radio system upon Licensor's property, located at 6208 Sound Avenue, Jamesport, NY 11947, also known as Suffolk County Tax Map 0600-3-1-2.5, specifically in an equipment room within Licensor's building and on associated space on the roof top of said building (hereinafter referred to as the "Premises") and the Licensee now requests that Licensor grant Licensee a license to access, use and occupy the Premises for the sole purpose of operating and maintaining radio communication equipment, antennas, generators and appurtenances associated with the Licensee's land mobile radio system (hereinafter referred to as "LMRS Equipment") for use solely by the Licensee; and WHEREAS, Licensor is willing to grant Licensee a license and in the interest of protecting and promoting public safety throughout Suffolk County, the parties wish to enter into this License to enhance law enforcement and public safety radio communication; and WHEREAS, the Licensee is willing to abide by and carry out the conditions and regulations of this License, which License shall not be considered a lease,but merely a License. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Licensee shall have the non-exclusive right to use and occupy the Premises as detailed herein, pursuant to the conditions and regulations, whether general or special, which are hereinafter set forth; to wit: 1 1 f CONDITIONS AND REGULATIONS 1. GRANT OF LICENSE, DESIGN REQUIREMENTS. (a) Licensor hereby grants to the Licensee a non-exclusive License to operate and maintain the LMRS Equipment on the above-mentioned Premises to be used solely by the Licensee. The Premises, location of the equipment room, installation plans and location of the LMRS Equipment are more particularly described in Exhibit "A," attached hereto and made a part hereof. Licensee shall not install additional equipment or relocate/modify specific components of the LMRS Equipment without the prior written consent of Licensee. Any requests to install additional equipment or relocate/modify specific components of the LMRS Equipment must be accompanied by detailed design and construction drawings and any other related engineering plans, calculations and specifications approved and certified by a Professional Engineer registered in New York State. (b) All LMRS Equipment shall comply with the latest safety guidelines for human exposure to radiofrequency (RF) emissions as specified by the FCC and ANSI. These rules and regulations include, but are not limited to, Federal Communications Commission Office of Engineering & Technology OET Bulletin 65 "Evaluating Compliance with FCC's Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields", FCC Report and Order ET Docket 97-01 and ANSI/IEEE 20 C95.1-1992. 2. TERM OF LICENSE, TERMINATION. (a) The term (the "Term") of this License shall commence on the date first written above and shall expire on the date which is the fifth (5th) anniversary of the Effective Date. (b) Notwithstanding any language contained herein, this License is terminable by either party in its sole discretion. Such termination shall be effective ninety (90) days after written notice is sent to Licensor or the Licensee and the LMRS Equipment shall be decommissioned and all LMRS Equipment and structures shall be removed within this period. Upon any such termination, the Licensee shall restore the Premises as practicable to the original condition which existed immediately prior to the installation of any of the Licensee's LMRS Equipment, reasonable wear and tear excepted. Notwithstanding the foregoing, nothing contained in this License shall obligate the Licensee to repair any damage or condition not created by the Licensee. (c) If the Licensee breaches any agreement, condition or covenant herein, Licensor shall provide the Licensee with written notice of the alleged breach and any remedy sought ("Notice of Breach"). The Licensee shall have fifteen (15) days to cure the alleged breach. If such breach continues beyond fifteen (15) days from service of the Notice of Breach, Licensor may terminate this License immediately and/or exercise any other remedies available to it in law or equity. 3. LICENSE FEE. There is no fee for this License. 2 4. OPERATING COSTS & EXPENSES. The Licensee shall reimburse Licensor for those actual, out of pocket costs reasonably incurred by Licensor as a result of facilitating access to the Premises and Licensor's engineering support, construction oversight and general administration costs incurred in connection with this License. 5. USE; ACCESS. (a) The Licensee and its designated agents and contractors shall have the right to use the Premises upon notice to Licensor, in accordance with Section 5(b) below, solely for the purpose of operating and maintaining the LMRS Equipment. The installation of any additional equipment or relocation/modification of specific components will require Licensor's consent as per Section 1(a). (b) The Licensee, through its designated agents and contractors may access the Premises upon twenty-four (24) hours prior notice to Licensor for the purposes of maintaining or repairing the LMRS Equipment when necessary. If Licensee installs any new equipment or relocates/modifies the LMRS Equipment, as per Section 1(a), Licensee will give Licensor three (3) days notice prior to any approved installation, relocation or modification and Licensor will arrange for a representative to escort and observe Licensee during such installation, relocation or modification activities. All notices required by this section shall be given to the parties listed on the National Grid Contact List attached hereto as Exhibit "B." The Licensee shall make reasonable efforts to minimize any inconvenience resulting from such activity. Licensor is under no obligation to the Licensee to restore, repair, maintain, or secure any portion of Premises or make the Premises serviceable for passage or any other purpose in any respect, including, without limitation,the removal of accumulated debris or water, ice and snow. (c) The Licensee or its designated agents and contractors shall submit a Health and Safety Plan ("HASP") to Licensor prior to accessing the Premises for the installation of any additional equipment or the relocation/modification of the LMRS Equipment which has been approved in accordance with Section 1(a). The HASP shall set forth a plan for protection of persons,property, and the environment, for such activities. The Licensee shall be responsible for conditions on the Premises pertaining to the work and compliance with the HASP. The Licensee or it designated agents and contractors shall designate an on-site health and safety competent supervisor to administer the HASP. Such supervisor shall have all appropriate Occupational Safety and Health Administration ("OSHA") training and experience in managing a HASP for projects of the scope contemplated by this License. The Licensee or its designated agents or contractors shall implement all procedures required of the approved HASP during the performance of the work on the Premises. The Licensee or it designated agents and contractors shall take necessary precautions for the safety of the their employees, Licensor's Employees and the general public and shall comply with all applicable laws, including without limitation all applicable provisions of federal, state, and local safety laws. The Licensee or it designated agents and contractors shall erect and properly maintain, as required by the conditions and progress of the work activities on the Premises, necessary safeguards for the protection of its employees, Licensor's employees and the general public. The HASP shall comply with all of Licensor's safety rules including but not limited to required personal protective equipment, use of machinery and tools, lock out/tag out procedures, confined space procedures, fall protection, 3 scaffolding inspection and use, temporary wiring, accident reporting procedures, emergency response and evacuation procedures. (d) During any and all maintenance activities and the installation of any additional equipment or the relocation/modification of the LMRS Equipment, the Licensee and its designated agents and contractors shall comply with all applicable environmental laws and Licensor's requirements, including but not limited to the handling, treatment, storing and disposal of any Hazardous Substance or Hazardous Material (as hereinafter defined). (e) The Licensee and its designated agents and contractors shall not cause, permit, or suffer any Hazardous Substance or Hazardous Material to be used, stored, generated, released or disposed of on or in the Premises by its agents, employees, contractors or invitees, except in compliance with applicable laws, without first obtaining Licensor's written consent, which may be withheld at Licensor's sole and absolute discretion. The Licensee shall provide Licensor with Material Safety Data Sheets ("MSDS") for all Hazardous Substances or Hazardous Materials intended for use on the Premises and obtain Licensor's written consent prior to the Hazardous Substances or Hazardous Materials being brought on the Premises. Copies of MSDS for all Hazardous Substances or Hazardous Materials shall be sent to Licensor in accordance with Section 9. If Hazardous Substances or Hazardous Materials are used, stored, generated, released or disposed of on or in the Premises by the Licensee and its designated agents and contractors, the Licensee shall indemnify, defend, and hold harmless Licensor from any and all claims, damages, fines,judgments, penalties, costs, liabilities, or losses (including, without limitation, a decrease in value of the Premises, if any; and any and all sums paid for settlement of claims and for attorney, consultant, and expert fees) arising during or after the Term by reason of such use, storage, generation, release or disposal of Hazardous Substances or Hazardous Materials. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the Premises or any cleanup, removal, or restoration required or requested by a federal, state or local agency or political subdivision, including, without limitation, any such costs associated with the contamination of adjacent property or ground water caused by the Licensee and its designated agents and contractors. In addition, if the Licensee and its designated agents and contractors causes, suffers, or permits the presence or release of any Hazardous Substance or Hazardous Material on the Premises (other than Hazardous Substances or Hazardous Materials which are in compliance with applicable laws), the Licensee and its designated agents and contractors shall, in accordance with applicable statutory or regulatory requirements, (i) notify all relevant regulatory agencies of such occurrence, and (ii) promptly, at its sole expense, take any and all necessary actions to return the Premises to the condition existing before the presence of any such Hazardous Substances or Hazardous Materials on the Premises; provided, however, that the Licensee shall also promptly notify the Licensor of the occurrence and shall obtain Licensor's approval before undertaking any associated remedial action, except to the extent required for the Licensee to respond to requests, orders or other directives of government agencies or when otherwise required by law, in which event the Licensee shall provide reasonable advance notice thereof to Licensor. (f) As used herein, "Hazardous Substance" or "Hazardous Material" shall mean (i) any solid, liquid, or gaseous chemical, material, or substance that is regulated by any present or future federal, state, regional, or local law, ordinance, rule, regulation, notice, order, or guidance, 4 o i • including but not limited to any chemical, material, or substance that is designated or regulated as a hazardous or toxic chemical, material or substance, or (ii) any chemical, material or substance the presence of which could be detrimental to the Premises or hazardous to health or the environment, including but not limited to radioactive materials, including radon, natural gas, natural gas liquids (all of the foregoing gas called "Natural Gas Products"), liquefied natural gas, synthetic gas, or mixtures of Natural Gas Products and synthetic gas, lead, asbestos containing materials, polychlorinated biphenyls, urea formaldehyde,• and petroleum products. This provision shall survive the termination or expiration of this Agreement. (g) Should Licensor schedule work on the Premises that could reasonably interfere with the Licensee's LMRS Equipment or the performance thereof, Licensor shall provide the Licensee reasonable notice so that the Licensee can make alternate arrangements, at its own expense, to preserve radio communication and appropriately safeguard the Licensee's LMRS Equipment. The Licensee shall at the request of Licensor, temporarily relocate or remove the LMRS Equipment or portion thereof that interferes with Licensor's activities at the Licensee's sole cost and expense. -------- - - --- (h) As applicable, the Licensee shall conform to all Federal Aviation Administration (FAA) requirements regarding outside structures, including but not limited to appropriate lighting and markings. The Licensee shall provide Licensor with keys to the LMRS Equipment building and generator. (i) The Licensee shall install and maintain its own separately metered utilities (unless currently provided by Licensor) to the LMRS Equipment, including but not limited to gas, electric and communications and shall coordinate and obtain Licensor's written approval of Licensee's utility plans prior to installing, or interconnecting with, any existing utilities on the Premises. (j) The Licensee agrees to provide a dedicated construction manager that shall be at the Premises at all times that work is being performed pursuant to this License and the Licensee's construction manager shall be in direct contact with Licensor's designated representative at all times. (k) The Licensee understands and agrees that Licensor operates radio communication systems on the Premises utilizing radio frequencies as specified in Exhibit"C", and the Licensee shall operate the LMRS Equipment on the Premises utilizing radio frequencies as specified in Exhibit "D" (as provided by the Licensee and approved by Licensor). The Licensee and its designated agents and contractors shall not operate at or interfere with Licensor's frequencies. Should Licensor or the Licensee detect any radio frequency interference, the Licensee shall immediately cease operation of the LMRS Equipment until the cause of the interference is identified and corrected to Licensor's satisfaction. (1) Upon installation and/or during pre-operational testing of any newly installed equipment in accordance with Section 1(a), the Licensee shall provide radiation testing in compliance with OSHA standards and the Licensee shall provide written approval from OSHA 5 ' b that the LMRS Equipment is in compliance with such standards. 6. COMPLIANCE WITH LAWS. The parties shall comply with any and all applicable Federal, State and local Laws. As used in this License, the word "Law" includes any and all statutes, local laws, ordinances, rules, regulations, permits, applicable orders, and/or decrees, as the same may be amended from time to time, enacted, or adopted. The Licensee shall, at its own expense, obtain and pay for any permits and licenses necessary for the installation and operation of the LMRS Equipment on the Premises and shall provide Licensor with a copy of all such permits and licenses prior to accessing the Premises. 7. INDEMNIFICATION, INSURANCE, DAMAGES AND LOSS. (a) INDEMNIFICATION OF LICENSOR. The Licensee agrees that it and its designated agents will indemnify and hold harmless Licensor, its parent and their respective subsidiaries, directors, officers, employees, affiliates, agents, assigns, successors, representatives, contractors, and subcontractors from and against any and all claims, demands, causes of action, including but not limited to claims for personal injury and/or death, damages, costs, and liabilities directly or indirectly arising out of the acts or omissions of the Licensee and its designated agents, excluding, however, liabilities to the extent caused by Licensor's negligence or willful misconduct. Licensor shall have the right to demand and the Licensee hereby undertakes to defend any and all claims, whether justified or not, arising out of this License and the use of the Premises, provided only that the claim or suit shall be against Licensor or its parent and their respective subsidiaries, directors, officers, employees, affiliates, agents, assigns, successors, representatives, contractors, and subcontractors. The provisions of this Paragraph shall survive the termination of this License. (b) INSURANCE. The Licensee and the Licensee's designated agents and contractors shall procure and maintain throughout the Term of this License New York State Worker's Compensation Insurance and Employer's Liability Insurance as required by law; The Licensee and the Licensee's designated agents and contractors shall procure and maintain throughout the Term of this License the following minimum insurance coverages with insurance companies reasonably acceptable to Licensor, and "National Grid USA, and its respective parents, affiliates, and subsidiaries"must be named as additional insureds under such policies: (i) Commercial General Liability Insurance ' including Personal Injury, Death, Contractual, Contingent, Products/Completed Operations, Independent Contractors, Broad Form Property Damage, and coverage for damage caused by explosion, collapse, or structural injury or damage to underground utilities, and such policy must not contain any "x, c, and u" exclusions; and (ii) Commercial Automobile Liability Insurance covering all automobiles, trucks, and other vehicles utilized at the Premises, including, without limitation, all hired and non- owned vehicles. 6 Each of(i) and (ii) above shall afford protection in an amount of not less than one million ($1,000,000.00) dollars combined single limit coverage arising out of any one occurrence and three million($3,000,000.00) dollars in the aggregate. (iii) Umbrella Liability Policy covering protection in an amount not less than five million ($5,000,000.00) dollars per occurrence and in the aggregate. Upon or prior to execution of this License, the Licensee shall provide Licensor with evidence that the Licensee and its designated agents and contractors have in fact procured New York State Worker's Compensation Insurance and Employer's Liability Insurance as required by law, and Certificates of Insurance indicating the coverages noted above. The Licensee will not be permitted to access the Premises until Licensor receives acceptable evidence and Certificates of Insurance. The Certificate Holder of Insurance shall be "National Grid USA, and its respective parents, affiliates, and subsidiaries." Such policies shall contain a provision whereby Licensor shall receive not less than thirty (30) days written notice prior to the cancellation or material modification of such policies. In the event that such insurance is available only on a claims-made basis, then the dates of coverage, including the retroactive date and the time period within which any claim can be filed, shall be stated in the Certificate of Insurance, and the Licensee shall be obligated to ensure that no gaps in coverage occur. The Licensee retains the right to self-insure its coverages and in such event, the Licensee may provide self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance certificates issued by insurance companies. Such insurance shall not relieve or release the Licensee or the Licensee's designated agents and contractors from, or limit their respective liability as to, any and all obligations arising under this License. The Licensee shall immediately notify Licensor, initially by telephone, and thereafter in writing, of any and all accidents on the Premises. Such notice shall not relieve nor release the Licensee from any of their obligations arising under this License. (c) DAMAGES AND LOSS. Licensor shall have the option to make repairs or carry out maintenance or improvements to the LMRS Equipment if necessary to ensure safety or otherwise protect Licensor's business operations or if caused by or related to the negligence, carelessness, misconduct or fault of the Licensee or its agents, servants, employees, contractors or invitees. Upon prior notice to the Licensee from Licensor, the Licensee shall reimburse and pay to Licensor the reasonable cost of the work performed and materials supplied for the cost of such repairs, alterations and improvements. The Licensee shall have the sole risk of loss or damage to or theft of its LMRS Equipment and personal property in and on the Premises. 8. CONDITION OF THE PREMISES. (a) The Licensee represents and acknowledges that it has inspected the Premises, has knowledge of its condition and has found the Premises to be suitable for its permitted use as provided herein. (b) The Licensee covenants that it will keep the Premises in a condition similar to that at the beginning of its occupancy under this License, ordinary wear and tear excepted, and that it will surrender and give up the Premises to Licensor upon the termination of this License. The Licensee further covenants that upon vacating the Premises, it will forthwith remove all personal property belonging to it from the Premises. 9. NOTICES. Except for the notices required by Section 5(b), any notice, request, demand or other communication required to be given or made in connection with this License shall be (a) in writing, (bb) delivered or sent `) by hand delivery, evidenced by a signed, dated receipt, (ii) postage prepaid via certified mail, return receipt requested, or (iii) overnight delivery via a nationally recognized courier service, (c) deemed given or made on the date the delivery receipt was signed, three (3) business days after it is mailed or one (1) business day after it is released to a courier service, as applicable; if to License at National Grid, 300 Erie Boulevard West - B-2 SOC, Syracuse, New York 13202, Attn: Telecommunications Coordinator, with a copy to National Grid USA Service Company, Inc., 40 Sylvan Road, Waltham, Massachusetts 02451, Attention: Legal Department, Assistant General Counsel-Real Estate; and if to Licensor at the address set forth on page one of this License. 10. , ASSIGNMENT. This License shall not be assigned, shared or otherwise transferred by the Licensee without the prior written consent of Licensor and any purported assignment, sharing or transfer without such consent shall be void ab initio. 11. ENTIRE AGREEMENT. This License represents the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior agreements (whether written or oral) of the parties relating to the subject matter of this License. IN WITNESS WHEREOF, the Licensee and Licensor have executed this License and agree to be bound by all the terms and conditions set forth herein as of the date first-above written. Licensor: Licensee: KeySpan Gas East Corporation Town of Southold ateBy: By: Name: A c.l. .re.l 5 Name: gcotfA Busy Date: A..n...r 1 J Date: ea// Title: Pi -cam Title: c5-4-,/ ru4s 8 EXHIBIT "A"—LMRS EQUIPMENT Single MTR2000 Base Receiver and a VHF antenna. The MTR receives on 158.850MHz does not transmit. 9 a EXHIBIT "B" NATIONAL GRID CONTACT LIST David Muniz : (401) 784-7594 (o)/(774) 274-0534 (c) Kevin Malloy: (401) 784-7260 (o)/(401)255-4884 (c) Michael Ludovico: (315) 428-6688 (o)/(315) 436-0943 (c) Robert Tiller: (315) 428-6372 (o)/9315) 391-5229 (c) 10 8 e EXHIBIT "C" LICENSOR'S LIST OF RADIO FREQUENCIES National Grid Jamesport Tower Gas operations' frequencies 153.515 and a back-up of 160.425. Both are base stations, so the transmit and receive are the same. 11 S a o6,. 1 e EXHIBIT "D" LICENSEE'S LIST OF RADIO FREQUENCIES The Southold Town operations' frequency 158.850MHz as a receive only, no transmit. 12