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2011-02-11 LED Street Light Conversion2011 LED STREET LIGHT CONVERSION PROEJCT AGREEMENT BETWEEN THE OMAHA PUBLIC POWER DISTRICT ►l.filis I y CITY OF BLAIR, NEBRASKA LED AGREEMENT This LED STREET LIGHT PROJECT AGREEMENT ("Agreement") is made and entered into as of this 1st day of January 2011, by and between The City of Blair, a city of the first class and a municipal corporation of the State of Nebraska (hereinafter called "the City") and the Omaha Public Power District, a public and political subdivision of the State of Nebraska (hereinafter called "OPPD"). RECITALS WHEREAS, the street, avenues, boulevards, underpasses and other public places of the City are now being illuminated by a system of approximately 515 - 100 watt high pressure sodium street light fixtures and approximately 74 — 200 watt high pressure sodium street light fixtures, which in general is owned and operated by OPPD; and WHEREAS, the City desires to have OPPD perform the labor to convert these said fixtures to 515 — LED street light fixtures and 74 — LED street light fixtures. WHEREAS, the City may desire to have any additional new street lights installed with LED fixtures. NOW THEREFORE, the parties do hereby agree as follows: ARTICLE I 1. Purchase of Fixtures Within ten (10) days after execution of this Agreement, the City shall submit to OPPD a list of the approximately 589 LED street light fixtures to be replaced within the City. OPPD will purchase the fixtures, and the City shall reimburse OPPD for the actual cost of the fixtures within thirty (30) days of receipt of an invoice from OPPD. OPPD shall notify the City of the receipt of the fixtures. Risk of loss for the fixtures shall pass to the City upon receipt of the fixtures by OPPD, and OPPD shall temporarily store the fixtures at a designated OPPD facility pending their installation. 2. Services Commencing within a reasonable time after OPPD's receipt of the fixtures, the City shall provide one or more work plans to OPPD specifying the street light fixtures to be replaced and the timing for the replacement. Subject to this direction by the City, and to OPPD's safety rules, standards, and practices, OPPD agrees to replace the City's standard street light fixtures with the LED fixtures. OPPD will recycle or dispose of the existing standard street light fixtures at no cost to the City. 3. Schedule of Installation and Term of Agreement OPPD and the City shall coordinate the scheduling of the street light installation work during 2011, and shall endeavor to complete this work by December 1, 2011. This schedule shall be subject to change due to circumstances or events that are beyond the reasonable control of OPPD or the City. The term of this Agreement shall commence on January 1, 2011 and, unless extended by written agreement of the parties, terminate on January 1, 2012. 4. Payment for Services The City shall pay OPPD the sum of $100 per converted street light fixture. During the term of this Agreement, OPPD will invoice the City monthly, setting forth the street light fixtures converted during the preceding month. The City shall pay the OPPD invoice within thirty (30) days of receipt. ARTICLE II 1. Applicable Law Parties to this Agreement shall comply with all applicable city ordinances, state statutes, and all applicable rules and regulations. Nebraska law will govern the performance under and interpretation of this Agreement. 2. Interest of the City Pursuant to Section 8.05 of the City's Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the Agreement voidable by the Mayor or City Council. 3. Entire Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter of the Agreement. No representations were made or relied upon by either party other than those that are expressly set forth herein. This Agreement shall not be altered or amended except by a writing executed by both parties. 2 4. Assignment Neither party may assign its rights under this Agreement without the express written consent of the other party. 5. Strict Compliance All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives. 6. Approval of Amendments by City Council The parties hereto acknowledge that, as of the date of the execution of this Agreement, Section 10 of the Blair Municipal Code provides as follows: Any amendment to contracts or purchases which taken alone increase the original bid price as awarded (a) by ten percent, if the original bid price is one hundred fifty thousand dollars ($150,000.00) or more, or (b) by seventy five thousand dollars ($75,000.00) or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits or the authorization of any additional work in excess of such limits. However, neither contract nor purchase amendments will be split to avoid advance approval of the City Council. The originally approved scope and primary features of a contract or purchase will not be significantly revised as a result of amendments not approved in advance by the City Council. The provisions of this Section will be quoted in all future City contracts. Nothing in this Section is intended to alter the authority of the Mayor under Section 5.16 of the City Charter to approve immediate purchases. Changes in the rate schedules made by OPPD as provided by law are not considered amendments under this provision. 8. Independent Contractor OPPD shall be an independent contractor with respect to the work described in this Agreement. Neither party shall be liable to the other for wages, benefits, or any other compensation to its respective employees. This Agreement shall not create a joint 9 venture or any other legal relationship between OPPD and the City, other than the contractual relationship described herein. 9. Non -Discrimination The parties herein shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws of local ordinances because of race, color, sex, age, disability, political or religious opinions, affiliations or national origin. 10. Authorized Representatives The parties hereto expressly agree that for purposes of notice, including legal service of process, during the terms of this Agreement and for the period of any applicable statute of limitations thereafter, the following shall be the authorized representatives of the parties; CITY City of Blair Public Works Department Director of Public Works 218 South 16t" Street Blair, Nebraska 68008 ARTICLE III OPPD Omaha Public Power District Customer Sales & Service Lead Utilities Coordinator 444 South 16"' Street Mall Omaha, Nebraska 68102-2247 The City shall defend, indemnify, and hold harmless OPPD and its directors, officers, and employees from any claims, causes of action, suits, damages, liabilities and costs (hereinafter "Liabilities") of any kind relating to the purchase of street light fixtures and work described herein, except this indemnity shall not apply to Liabilities caused solely by the negligence or willful misconduct of OPPD. IN WITNESS WHEREOF the City of Blair has caused these presents to be executed in triplicate by the Mayor and attested by its Clerk, and the said Omaha Public Power District has caused these presents to be executed in triplicate by its President or a Vice President, and attested by its Secretary or assistant Secretary. 4 CITY OF BLAIR: By: May6—r 'Date ATTESTED: CITY OF BLAIR: City Clerk Date By: A Date Name: c, Title: ATTESTED: PrIL. ate Wila- m� e: - AP AS TO A OP ,�6Attoro&fit� Date