DRAFT - Bedford



THIS INTERMUNICIPAL AGREEMENT (“Agreement”), dated ________________, 2020 (“Effective Date”), is made by and between, THE COUNTY OF WESTCHESTER, a municipal corporation of the State of New York, having an office and place of business in the Michaelian Office Building, at 148 Martine Avenue, White Plains, New York 10601 (“Westchester” and/or the “County”) and THE TOWN OF Bedford, a municipal corporation of the State of New York, having an office and place of business at the Town House, 321 Bedford Road, Bedford Hills, New York 10507-1398 (“Bedford” or “Town of Bedford”);W I T N E S S E T H:WHEREAS, CityScape Consultants, Inc. (“CityScape”) is in the process of being retained by the Town of Bedford to prepare a Wireless Telecommunications Infrastructure Master Plan (the “Master Plan”) for the Northern Westchester County communities comprised of Bedford, Town of Lewisboro, Town of North Salem, Village of Mount Kisco, Town of Pound Ridge, Town of Somers and Town of Yorktown (“Study Area”); andWHEREAS, the preparation of the proposed Master Plan will require a comprehensive wireless telecommunications study designed to facilitate the creation of an optimized wireless telecommunications environment that promotes efficient network deployment practices throughout the Study Area. The proposed Master Plan is also intended to identify the areas where additional commercial wireless network coverage is needed throughout the Study Area while minimizing the visual impacts of proposed new wireless infrastructure; andWHEREAS, CityScape will conduct a study and assessment of the current commercial wireless deployment activity in the Study Area including projections for future wireless deployment and intends to compile its findings into the Master Plan; andWHEREAS, as part of the investigation required to prepare the Master Plan, CityScape will focus on the personal and commercial needs of the residents and businesses located within the Study Area; andWHEREAS, the existing wireless communication infrastructure within the Study Area is the backbone for anticipating impending future wireless telecommunications development, and therefore, all existing facilities will be examined, assessed and properly identified in the Master Plan; and WHEREAS, CityScape will evaluate all data obtained as part of its analysis in order to determine existing wireless coverage sufficiency. All data obtained will be compiled into an inventory catalog providing all significant information from each facility. Wireless technology deployment patterns will be analyzed; community characteristics will be studied and propagation mapping will showcase wireless coverage deficiencies within the Study Area; and WHEREAS, CityScape’s projection analysis will contemplate complete Study Area wide wireless coverage; and WHEREAS, CityScape will also review existing telecommunications ordinances and provide model ordinance recommendations to ensure compliance with state and federal recommendations and regulations and provide for historic preservation, while allowing for the desired wireless telecommunications services; and WHEREAS, the Master Plan will also address the impending 5G deployment and the ramifications from the installation of 5G technology for each community; andWHEREAS, CityScape’s complete Master Plan proposal, scope of work, timelines and analysis of costs is set forth in the “Project Overview for a Cooperative Wireless Telecommunications Infrastructure Master Plan” attached hereto as Exhibit “A” and made a part hereof (the “Project Overview”); andWHEREAS, as set forth in the Project Overview, CityScape’s cost proposal for a combined scope of work for the preparation of the Master Plan within the Study Area (including labor, travel and other direct costs)(the “Project”) is One Hundred Ninety Thousand One Hundred Seventy and 00/100 ($190,170.00) Dollars; andWHEREAS, the parties acknowledge that certain tasks relating to the creation of the Master Plan for commercial wireless providers in the Town of Bedford have already been performed by CityScape on behalf of the Town of Bedford (the “Bedford Work”). The Bedford Work has an approximate value of Thirty Three Thousand Five Hundred Eighty-Five and 00/100 ($33,585.00) Dollars for work already partially completed for Bedford. The parties further acknowledge that the One Hundred Ninety Thousand One Hundred Seventy and 00/100 ($190,170.00) Dollars in costs relating to the Project includes the Bedford Work that has already been completed and that the Bedford Work is subject to payment by the County to Town, as set forth in this Agreement; andWHEREAS, CityScape had previously provided a project overview for a wireless communications infrastructure master plan which provided for individual studies for each of the communities in the Study Area, the total cost of which was Two Hundred Sixty Eight Thousand Eighty Three and 00/100 ($268,083.00) Dollars;WHEREAS, the communities within the Study Area have determined that the development of an integrated, regional approach to finding solutions relating to wireless telecommunication services is appropriate and necessary and will be more beneficial than each municipality obtaining its own consultant and each of these communities will cooperate to allow CityScape to perform the contemplated services relating to the Project; andWHEREAS, the communities within the Study Area have submitted a request to the County to include in the 2020 County budget funds in the amount of One Hundred Ninety Thousand One Hundred Seventy and 00/100 ($190,170.00) Dollars for the purpose of providing for the payment of CityScape as a consultant for the purpose of proceeding with the Project and preparing the Master Plan; andWHEREAS, it has been determined that the proposed shared services contemplated under the Project Overview will benefit the County and all communities within the Study Area and result in overall cost savings to each community and the County; andWHEREAS, Bedford has been authorized to act on behalf of the County and all communities within the Study Area to carry out the intentions of this Agreement to develop the Master Plan; and WHEREAS, Bedford will provide for payment to CityScape with respect to the services being provided and the County will provide payment to Bedford for the services provided by CityScape as set forth below; andWHEREAS, having received all necessary approvals from their respective governing bodies, the County and Bedford desire to set forth the procedures and their respective rights and responsibilities relative to the Project and the completion of the Master Plan and the distribution of the funds for the purpose of financing a portion of the cost of CityScape’s services, as set forth in the Project Overview, pursuant to the terms herein. NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties hereto, the parties agree as follows: I. RIGHTS AND RESPONSIBILITIES OF WESTCHESTER:The County will disburse to the Town of Bedford an amount not-to-exceed One Hundred Ninety Thousand One Hundred Seventy and 00/100 ($190,170.00) Dollars (the “CityScape Funds”), subject to the terms and conditions herein.The CityScape Funds will be disbursed pursuant to the terms hereof, in order to fund eligible costs incurred by or on behalf of Bedford in connection with the services to be provided by CityScape for the Project as set forth in the Project Overview attached as Exhibit “A”. Such disbursement will be made pursuant to the “Project Approval and Funding Procedures” set forth in Section II below.It is expressly acknowledged and agreed that Bedford assumes all risks of loss in connection with this Agreement and, unless otherwise agreed in writing by the parties hereto, the County shall have no further responsibility for, among other things, the funding, approval, implementation, accuracy, adequacy or completion of the Master Plan or any additional payments to CityScape beyond the CityScape Funds, it being further acknowledged and agreed that the County’s sole obligation pursuant to this Agreement shall be the payment and distribution of the CityScape Funds to the Town of Bedford. The County does not provide or extend any implied or express warranties, including, without limitation, any warranty of fitness, quality or workmanship for any work undertaken by CityScape in connection with, or paid under, this Agreement.Payment hereunder of the CityScape Funds by the County to Bedford shall operate as a release to the County from any and all obligations, costs or liabilities in connection with this Agreement. Bedford hereby acknowledges that, unless otherwise agreed in writing, that all cost overruns or additional costs in connection with this Agreement will be the responsibility of Bedford.The County shall have the right, at its option and at its sole cost and expense, to audit such books and records of Bedford as are reasonably pertinent to this Agreement to substantiate the basis for payment. The County may withhold payment of funds hereunder for cause found in the course of an audit or because of failure of Bedford to cooperate with an audit. The County shall, in addition, have the right to audit such books and records subsequent to payment, if such audit is commenced within one (1) year following termination of this Agreement. In the event an audit performed by the County reflects overpayment by the County or that monies were not fully expended or that monies were improperly expended, then Bedford shall reimburse to the County the amount of such overpayment, underpayment or improper payment, within thirty (30) days of receipt of such notice from the County. Bedford shall retain all financial records related to this Agreement for a period of six (6) years after the expiration or termination of this Agreement. In no event shall final payment be made to Bedford prior to completion of all services, the submission of the Master Plan and all related reports and the approval of same by the County Executive or his duly authorized designee.II.Project Approval and Funding Procedures All disbursements of the CityScape Funds by the County to Bedford will be contingent upon the Bedford providing to the County all documentation that the County shall require in its discretion to demonstrate that CityScape has performed the services/tasks set forth in the Project Overview attached as Exhibit “A.” Notwithstanding the foregoing to the contrary, it is hereby understood by the parties that except for the Bedford Work, which the County may pay in advance upon submission by Bedford of all invoices and supporting documentation, the County is only obligated to pay Bedford once the services/tasks delineated in Exhibit “A” are completed by CityScape for all municipalities within the Study Area. In addition, it is hereby understood by Bedford that Bedford shall be required to specify to the County the amounts incurred by Bedford for each task set forth in Exhibit “A” in connection with the Bedford Work.The County acknowledges and understands that Bedford may be liable to make the payments to CityScape set forth in the Project Overview and that it is relying upon the County to provide payment of the CityScape Funds in a timely manner in order to make required payments to CityScape.All payments made by the County to Bedford will be made by electronic funds transfer pursuant to the County’s Vendor Direct program within thirty (30) days of receipt from Bedford of all invoices and supporting documentation from CityScape with respect to the payment in question, as more particularly set forth in Section IV(C). Bedford acknowledges that it is already enrolled in the County’s Vendor Direct Program and agrees that if there are changes to the information contained in the authorization forms it will notify the Westchester County Finance Department (the “Department”) directly.III.BEDFORD’S REPRESENTATIONS, WARRANTIES AND GUARANTEES:Bedford expressly represents warrants and guarantees that:it is a municipal corporation duly organized, validly existing under the laws of the State of New York; the execution and performance of this Agreement by Bedford has been duly authorized by its governing body; this Agreement, and any other documents required to be delivered by Bedford when so delivered, will constitute, the legal, valid and binding obligations of Bedford enforceable against Bedford in accordance with their respective terms; and Bedford’s governing body has adopted a resolution authorizing execution of this Agreement, and any other documents required to be delivered by Bedford; andThe person signing this Agreement on behalf of Bedford has full authority to bind Bedford to all of the terms and conditions of this Agreement pursuant to the authority granted by Bedford’s governing body, as noted above; andBedford will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way be related to this Agreement or affect the performance of this Agreement; and Bedford is fully able to comply with its obligations hereunder, including without limitation, the obligation to provide defense and indemnity to the County and the consummation of the transactions contemplated by this Agreement and the performance of Bedford’s obligations hereunder will not result in any breach of or constitute a default under other instruments or documents to which Bedford is a party or by which it may be bound or affected; and Bedford acknowledges the County is acting in reliance on the above statements and the representations set forth below.IV.BEDFORD’S RIGHTS AND RESPONSIBILITIES:A.In connection with implementation of the scope of work as set forth in the Project Overview attached as Exhibit “A,” Bedford hereby acknowledges and agrees that: (a)Bedford shall act on behalf of the County and all communities within the Study Area to carry out the intentions of this Agreement to develop the Master Plan;(b)It shall submit a copy of the comprehensive and complete Master Plan to the County once completed by CityScape, in accordance with the terms and provisions set forth in Exhibit “A” attached hereto. (c)In the event CityScape fails to complete the Master Plan within a reasonable period of time, which period shall not exceed the timelines set forth in the Project Overview attached hereto as Exhibit “A,” Bedford shall use its best efforts to hire another consultant to complete the Master Plan in accordance with Exhibit “A”, so long as it is permitted to use any of the remaining CityScape Funds as set forth in the Project Overview to pay such other consultant and such amounts do not exceed the remaining costs set forth in the Project Overview. Notwithstanding the foregoing, Bedford shall have no obligation to hire a new consultant to complete the Master Plan in the event CityScape defaults or otherwise fails to perform all its obligations as set forth in the Project Overview and such default or failure to complete the Master Plan is not caused by, or otherwise determined to have resulted from Bedford’s actions. In the event CityScape does not complete the Master Plan, all work already performed and completed by CityScape pursuant to the Project Overview shall be paid for by the County as set forth in this Agreement. (d) It shall use its best efforts to ensure that all tasks set forth in the Project Overview attached as Exhibit “A” are performed on time by CityScape, in accordance with the terms and provisions set forth in Exhibit “A;” (e)It shall provide assistance to CityScape to help ensure that all municipalities within the Study Area are cooperating with CityScape for the timely completion of the Project; (f)Any funds paid to CityScape shall be for the purposes set forth in the Project Overview and in this Agreement and for no other purposes. B. Bedford hereby acknowledges and agrees that Bedford shall repay the County the total amount of any CityScape Funds expended in an improper manner for purposes other than as set pursuant to the terms set forth in Section I above. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the County is neither obligated to seek such repayment, nor is required to institute collection proceedings against Bedford. C.Bedford shall provide copies of all invoices together with all supporting documents, as reasonably requested by the CIO (as defined below), which detail the services/tasks performed and completed by CityScape, as more particularly set forth in Exhibit “A,” including, but not limited to, a letter from Bedford acknowledging same, to the Department’s Chief Information Officer or her designee (“CIO”), within ten (10) days of receipt of such invoices and supporting documentation from CityScape.D.Bedford hereby acknowledges and agrees that for purposes of compliance with this Agreement, the Supervisor of Bedford or his/her duly authorized designee shall serve as liaison to Westchester. E.In addition to, and not in limitation of the insurance requirements contained in Exhibit “B” entitled “Standard Insurance Provisions”, attached hereto and made a part hereof, Bedford hereby acknowledges and agrees: (a) that it shall indemnify and hold harmless the County, its elected officials, officers, employees and agents from and against any and all liability, damage, claims, actions, demands, costs, judgments, fees, attorneys’ fees or loss arising directly or indirectly out of this Agreement not caused by the County’s sole negligent, reckless or intentional actions, including without limitation, the acts or omissions hereunder by Bedford or third parties under the direction or control of Bedford or parties performing any of the work required to complete the Project; and (b)to provide defense for and defend, at its sole expense, any and all claims, demands or causes of action directly or indirectly arising out of this Agreement not caused by the County’s sole negligent, reckless or intentional actions, and to bear all other costs and expenses related thereto.(c)in the event Bedford does not provide the above defense and indemnification to the County, and such refusal or denial to provide the above defense and indemnification is found to be in breach of this provision, then Bedford shall reimburse the County’s reasonable attorney’s fees incurred in connection with the defense of any action, and in connection with enforcing this provision of the Agreement. F.All of the provisions of this Section IV shall survive the expiration or other termination of this Agreement.V.TERM:This Agreement shall commence as of the Effective Date, contingent upon Bedford’s executing an agreement (“CityScape Agreement”) with CityScape, to complete the Master Plan, by December 31, 2020 (the “December 2020 Deadline”), and shall terminate on the earlier date to occur of December 31, 2021 or the date the Master Plan is completed, unless terminated sooner in accordance with the provisions hereof (the “Termination Date”). In the event the CityScape Agreement is not executed by Bedford and CityScape by the December 2020 Deadline, this Agreement shall be of no force and effect.VI.MISCELLANEOUS:This Agreement, including all attachments hereto, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto. This Agreement may not be modified, changed or supplemented except by written instrument signed by the parties hereto, subject to receipt of all necessary legal approvals. This Agreement shall apply to and bind any successor(s) in interest of the respective parties. In the event of any conflict between the terms of this Agreement and the terms of any Exhibit or attachment hereto, it is understood that the terms of this Agreement shall be controlling with respect to any interpretation of the meaning and intent of the parties.If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or void or unenforceable, the remainder of the terms and provisions of this Agreement will in no way be affected, impaired, or invalidated, and to the extent permitted by applicable law, any such term, or provision will be restricted in applicability or reformed to the minimum extent required for such to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to determination of such invalidity or unenforceability.It is acknowledged and agreed that any defined terms contained in the “Whereas Clauses” are incorporated by reference into the body of this Agreement. No party hereto shall make any assignment or delegation of their respective rights and responsibilities hereunder, without the prior written consent of all other parties hereto. Any assignment or attempt to assign, without the prior written consent of the parties hereto shall be void. All subcontracts that have received such prior written consent shall provide that subcontractors are subject to all terms and conditions set forth in this Agreement. All subcontracts for the services shall expressly reference the subcontractor’s duty to comply with the material terms and conditions of this Agreement and shall attach a copy of this Agreement. Bedford shall obtain a written acknowledgement from the owner and/or chief executive of subcontractor or his/her duly authorized representative that the subcontractor has received a copy of the this Agreement, read it and is familiar with the material terms and conditions thereof. Bedford shall include provisions in its subcontracts designed to ensure that Bedford and/or its auditor has the right to examine all relevant books, records, documents or electronic data of the subcontractor necessary to review the subcontractor’s compliance with the material terms and conditions of this Agreement. Notwithstanding the above, the parties hereto acknowledge and agree that, at the time of execution of this Agreement, the following subcontractor/subconsultant has been approved to provide the services contemplated herein: CityScape Consultants, Inc. 2423 S Orange Ave, #317Orlando, FL 32806Attn: Kay Miles, Business ManagerEmail: kay@ Tel: 877-438-2851 Fax: 877-220-4593This Agreement shall be construed and enforced in accordance with the laws of the State of New York. In addition, the parties hereby agree that for any cause of action arising out of this Agreement shall be brought in the County of Westchester.Pursuant to Section 308.01 of the Laws of Westchester County, it is the goal of the County to use its best efforts to encourage, promote and increase the participation of business enterprises owned and controlled by persons of color or women in contracts and projects funded by all departments of the County.? Under this Agreement it is recognized and understood that the County encourages Bedford to act similarly. Bedford expressly agrees that neither it nor any contractor, subcontractor, employee or any other person acting on its behalf shall discriminate against or intimidate any employee or other individual on the basis of race, creed, religion, color, gender, age, national origin, ethnicity, alienage or citizenship status, disability, marital status, sexual orientation, familial status, genetic predisposition or carrier status during the term of or in connection with this Agreement, as those terms may be defined in Chapter 700 of the Laws of Westchester County. This Agreement shall not be enforceable until executed by all of the parties and approved by the Office of the Westchester County Attorney.In the event of any material noncompliance with the terms hereof, including without limitation, use of the CityScape funds for ineligible purposes, which remains uncured for?thirty (30) days after service on Bedford of written notice thereof (the “Cure Period”), the County, at its option, may seek any and all appropriate legal and/or equitable remedies, including, but not limited to, the right to terminate the Agreement and/or pursue damages, reasonable attorney’s fees, disbursements and court costs in such amounts as shall be allowed by the court. Notwithstanding the foregoing, the County reserves the right to cancel this Agreement on thirty (30) days’ prior written notice to Bedford when it deems it to be in its best interests to do so. In such event, the County shall be liable only for payment for services already rendered by CityScape prior to the effective date of termination, pursuant to the terms set forth in this Agreement. The County may agree to stay any such enforcement beyond the Cure Period, provided however that the County determines that Bedford is diligently and continuously acting to cure said noncompliance. Without limiting the foregoing, upon written notice to Bedford, repeated non-compliance by Bedford of any particular duty or obligation under this Agreement will be deemed a material breach of this Agreement justifying termination for cause hereunder without requirement for further opportunity to cure. Notice will be effective as set forth herein.It is recognized and understood that neither Bedford nor CityScape is an agent of the County and in accordance with such status, Bedford, any of its contractor(s), and all of their respective officers, agents, employees, representatives and servants shall at all times during the term of this Agreement neither hold themselves out as, nor claim to be acting in the capacity of officers, employees, agents, representatives or servants of the County, nor make any claim, demand or application for any right or privilege applicable to the County, including without limitation, rights or privileges derived from workers compensation coverage, unemployment insurance benefits, social security coverage and retirement membership or credit. It is further acknowledged and agreed by the parties that this Agreement is entered into solely between, and may be enforced only by, the County and Bedford and shall not be deemed to create any rights in third parties, or to create any obligations of a party to any such third parties.Bedford hereby acknowledges that any provision of this Agreement which requires consent of the County shall be subject to receipt by the County of any and all necessary legal approvals. Failure of the County to insist, in any one or more instances, upon strict performance of any term or condition herein contained shall not be deemed a waiver or relinquishment for the future of such term or condition, but the same shall remain in full force and effect. This Agreement may be executed simultaneously in several identical copies, each of which shall be an original and all of which shall constitute but one and the same agreement. The parties each agrees to execute and deliver such further instruments and to seek such additional authority as may be required to carry out the intent and purpose of this Agreement.The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement nor the intent of any provision thereof.The parties recognize and acknowledge that the obligations of the County under this Agreement are subject to annual appropriations by its Board of Legislators pursuant to the Laws of Westchester County. Therefore, this Agreement shall be deemed executory only to the extent of the monies appropriated and available. The County shall have no liability under this Agreement beyond funds appropriated and available for payment pursuant to this Agreement. The parties understand and intend that the obligation of the County hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the County, nor shall anything contained in this Agreement constitute a pledge of the general tax revenues, funds or moneys of the County. The County shall pay amounts due under this Agreement exclusively from legally available funds appropriated for this purpose. The County shall retain the right, upon the occurrence of the adoption of any County Budget by its Board of Legislators during the term of this Agreement or any amendments thereto, and for a reasonable period of time after such adoption(s), to conduct an analysis of the impacts of any such County Budget on County finances. After such analysis, the County shall retain the right to either terminate this Agreement pursuant to Section VI(I) of this Agreement or to renegotiate the amounts and rates set forth herein. If the County subsequently offers to pay a reduced amount to Bedford, then Bedford shall have the right to terminate this Agreement upon reasonable prior written notice. Notwithstanding the foregoing, in the event of any termination for budgetary reasons the County shall remain obligated to pay for any work completed by CityScape prior to the effective date of any such termination.This Agreement shall not be construed to make either the County or Bedford an agent of or joint venturer with the other. Each of the parties hereto expressly disclaims any intention to enter into such agency or joint venture and agrees that it shall so conduct itself as not to act or purport to act on behalf of the other.VII.NOTICES:All notices of any nature referred to in this Agreement shall be in writing and either sent by registered or certified mail postage pre-paid, or delivered by hand or overnight courier, or sent by facsimile (with acknowledgment received and a copy of the notice sent by registered or certified mail, postage pre-paid), as set forth below or to such other addresses as the respective parties hereto may designate in writing. Notice shall be effective on the date of receipt. Notices shall be sent to all of the following:To the County: Chief Information Officer Department of Information Technology Michaelian Office Building 148 Martine Avenue, Room 318 White Plains, New York 10601 with a copy to: County Attorney Michaelian Office Building 148 Martine Avenue White Plains, New York 10601To Bedford: Town Supervisor Town of Bedford Town House 321 Bedford Road Bedford Hills, New York 10507-1398with a copy to: Town of Bedford Town Attorney Keane & Beane, P.C. 445 Hamilton Avenue, 15th Floor White Plains, New York 10601Any changes or additions to the designations made in this Section VII shall be made in writing and delivered to the other parties in accordance herewith.[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.COUNTY OF WESTCHESTERBy:______________________________Name:Title:TOWN OF Bedford By:______________________________Name:Title:Approved by the Westchester County Board of Legislators by Act No. 2020- ____ on the ____ day of _________, 2020.Approved as to form andmanner of execution:____________________________County AttorneyThe County of Westchester FILENAME \* MERGEFORMAT DOCS-#720444-v1-Revised_Draft_IMA_West__Cty__-_Wireless_Telecommunications.cmc.09.28.2020.DOCXBEDFORD’S ACKNOWLEDGEMENTSTATE OF NEW YORK ) ss.:COUNTY OF WESTCHESTER)On the ____ day of ___________ 2020, before me, the undersigned, personally appeared Supervisor Chris Burdick, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public, Westchester CountyCERTIFICATE OF AUTHORITYI, Lisbeth Fumagalli certify that I am the Town Clerk of the Town of Bedford, New York (“Bedford”) a corporation duly organized in good standing under the laws of the State of New York named in the foregoing agreement, that Chris Burdick, who signed said agreement on behalf of Bedford was, at the time of execution, the Bedford Town Supervisor, that said agreement was duly signed for on behalf of said Bedford by authority of the Town of Bedford Town Board, thereunto duly authorized, and that such authority is in full force and effect at the date hereof.Lisbeth Fumagalli, Town ClerkSTATE OF NEW YORK )ss.:COUNTY OF WESTCHESTER )On the ____ day of ___________ 2020 before me, the undersigned, personally appeared Lisbeth Fumagalli, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public, Westchester Countyexhibit “A”PROJECT OVERVIEW FOR A COOPERATIVE WIRELESS TELECOMMUNICATIONS INFRASTRUCTURE MASTER PLANEXHIBIT “B”STANDARD INSURANCE PROVISIONS(Municipality)1. Prior to commencing work, and throughout the term of the Agreement, Bedford shall obtain at its own cost and expense the required insurance as delineated below from insurance companies licensed in the State of New York, carrying a Best's financial rating of A or better. Bedford shall provide evidence of such insurance to the County of Westchester (“County”), either by providing a copy of policies and/or certificates as may be required and approved by the Director of Risk Management of the County (“Director”). The policies or certificates thereof shall provide that ten (10) days prior to cancellation or material change in the policy, notices of same shall be given to the Director either by overnight mail or personal delivery for all of the following stated insurance policies. All notices shall name Bedford and identify the Agreement.If at any time any of the policies required herein shall be or become unsatisfactory to the Director, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the Director, Bedford shall upon notice to that effect from the County, promptly obtain a new policy, and submit the policy or the certificate as requested by the Director to the Office of Risk Management of the County for approval by the Director. Upon failure of Bedford to furnish, deliver and maintain such insurance, the Agreement, at the election of the County, may be declared suspended, discontinued or terminated. Failure of Bedford to take out, maintain, or the taking out or maintenance of any required insurance, shall not relieve Bedford from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the contractual obligations of Bedford concerning indemnification. All property losses shall be made payable to the “County of Westchester” and adjusted with the appropriate County personnel.In the event that claims, for which the County may be liable, in excess of the insured amounts provided herein are filed by reason of Municipality’s negligent acts or omissions under the Agreement or by virtue of the provisions of the labor law or other statute or any other reason, the amount of excess of such claims or any portion thereof, may be withheld from payment due or to become due Bedford until such time as Bedford shall furnish such additional security covering such claims in form satisfactory to the Director.In the event of any loss, if Bedford maintains broader coverage and/or higher limits than the minimums identified herein, the County shall be entitled to the broader coverage and/or higher limits maintained by Bedford. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 2Bedford shall provide proof of the following coverage (if additional coverage is required for a specific agreement, those requirements will be described in the Agreement):Workers' Compensation and Employer’s Liability. Certificate form C-105.2 or State Fund Insurance Company form U-26.3 is required for proof of compliance with the New York State Workers' Compensation Law. State Workers' Compensation Board form DB-120.1 is required for proof of compliance with the New York State Disability Benefits Law. Location of operation shall be "All locations in Westchester County, New York."Where an applicant claims to not be required to carry either a Workers' Compensation Policy or Disability Benefits Policy, or both, the employer must complete NYS form CE-200, available to download at: the employer is self-insured for Workers’ Compensation, he/she should present a certificate from the New York State Worker's Compensation Board evidencing that fact (Either SI-12, Certificate of Workers’ Compensation Self-Insurance, or GSI-105.2, Certificate of Participation in Workers’ Compensation Group Self-Insurance). Commercial General Liability Insurance with a combined single limit of $1,000,000 (c.s.1) per occurrence and a $2,000,000 aggregate limit naming the “County of Westchester” as an additional insured on a primary and non-contributory basis. This insurance shall include the following coverages: Premises - Operations.Broad Form Contractual.Independent Contractor and Sub-Contractor.Products and Completed mercial Umbrella/Excess Insurance: $2,000,000 each Occurrence and Aggregate naming the “County of Westchester” as additional insured, written on a “follow the form” basis.NOTE: Additional insured status shall be provided by standard or other endorsement that extends coverage to the County of Westchester for both on-going and completed operations.Automobile Liability Insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and a minimum limit of $100,000 per occurrence for property damage or a combined single limit of $1,000,000 unless otherwise indicated in the contract specifications. This insurance shall include for bodily injury and property damage the following coverages and name the “County of Westchester” as additional insured: (i) Owned automobiles. (ii) Hired automobiles.(iii) Non-owned automobiles.3.All policies of Bedford shall be endorsed to contain the following clauses:(a) Insurers shall have no right to recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so effected shall protect both parties and be primary coverage for any and all losses covered by the above-described insurance.(b) The clause "other insurance provisions" in a policy in which the County is named as an insured, shall not apply to the County.(c) The insurance companies issuing the policy or policies shall have no recourse against the County (including its agents and agencies as aforesaid) for payment of any premiums or for assessments under any form of policy.(d) Any and all deductibles in the above described insurance policies shall be assumed by and be for the account of, and at the sole risk of, Bedford. ................
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