https://sleepyhollow.localarchives.org/files/original/f56f9ea3c645662869eef2d798b6bd0e.pdf bf60294b9f4dad46e5b9a4b44c33f68a PDF Text Text Meeting Date: Resolution #: 07/21/2020 07/77/2020 Resolution of the Board of Trustees of the Village of Sleepy Hollow Confirming the Actions of the Ambulance Corps Whereas, the Board of Trustees approves the actions and recommendations of the Ambulance Corps Members, as stated in the enclosed memo to the Board, (attached) Be It Resolved, that the Board of Trustees directs the Village Clerk to notify the Ambulance Chief in writing of this resolution. Moved: Trustee Scaglione Seconded: Deputy Mayor Rosenbloom Vote: Unanimous �29 Andrews Lane Sleepy Hollow, NY 10591 (P) (914) 631-1962 July 20, 2020 To: The M a y o r and Board of Trustees of the Village of Sleepy Hollow RE: New M e m b e r s Please be advised that the following m e m b e r s have been approved as active m e m b e r s of The Sleepy Hollow Ambulance Corps during our July 2020 M o n t h l y Meeting, please follow the normal course of action : Kelsey Hart Samuel Smutek Please let myself or a line officer know w h e n these m e m b e r s can come t o sign the book. Sincerely, Devin M c M a n u s Secretary Sleepy Hollow Ambulance Corps �Meeting Date: Resolution #: 07/21/2020 07/76/2020 Resolution of the Mayor and the Board of Trustees of the Village of Sleepy Hollow to Approve Proposal from Urban Strategies to Provide a Real Estate Feasibility Study BE IT RESOLVED that the Board of Trustees hereby approves the attached proposal from Urban Strategies to provide a Real Estate Feasibility Study at a cost of $54,000 subject to the approval by the Village Attorney Moved: Deputy Mayor Rosenbloom Seconded: Trustee Leavy Vote: Unanimous �AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES Feasibility Analysis of Village Properties This is an Agreement for professional services by and between the Village of Sleepy Hollow, a New York municipal corporation with offices at Village Hall, 28 Beekman Avenue, Sleepy Hollow, New York 10591 ("Village"), and Urban Strategies LLC, 28 West 87th Street, Suite 1 A, New York, 10024 ("Provider"). Article 1. Scope of Work Provider agrees to perform all services (the "Services") set forth in and in accordance with Provider's proposal letter dated July 7,2020 and annexed hereto as Exhibit A. Article 2. Performance of Services In performing the Services, Provider shall assign qualified personnel and act in accordance with the professional standards and with the skill, diligence, and quality control/quality assurance measures expected of a recognized service firm performing engineering services of a similar nature. Provider shall at all times comply with all applicable laws, ordinances, statutes, rules, and regulations. In addition, Provider and its employees and agents shall comply with all Federal, state, and local personnel safety rules and all applicable conditions or requirements of any permit, authorization, order, or directive issued by the Village or any court or agency. Article 3. Provider's Representations Provider represents that it is fully experienced, properly qualified, sufficiently capitalized and financed, and properly permitted, equipped, and organized to perform the Services. Provider understands that part or all of the data, analyses, or conclusions developed in the performance of the Services may be public and subject to Freedom of Information Law and may be submitted to other governmental agencies or to courts of law. Provider acknowledges that the Village will be relying upon the accuracy, competency, and completeness of Provider's performance and the Services. Article 4. Compensation and Payment For satisfactory performance of the Services, the Village agrees to compensate Provider in accordance with Provider's said proposal letter. {01034469.docx.} -1- �The Village will pay the amounts due Provider within 30 days after acceptance by the Village Engineer in his sole discretion. Article 5. Independent Contractor In performing the Services and incurring expenses under this Agreement, Provider shall operate as, and have the status of, an independent contractor and shall not act as agent or . employee or be an agent or employee of the Village. As an independent contractor, Provider shall be solely responsible for determining the means and methods of performing the Services, shall have complete charge and responsibility for Provider's personnel engaged in the performance of the Services, and whenever possible shall use its own equipment and facilities. Article 6. Ownership of Documents All documentation, reports, data, and the like, including all copies thereof, prepared or compiled by or on behalf of Provider in connection with its performance of the Services are the exclusive property of the Village regardless of whether it is delivered to the Village. Copies of all such documentation shall be delivered to the Village at or prior to the expiration or termination of this Agreement. Notwithstanding the forgoing, for so long as Provider is engaged by the Village to provide Services or has any responsibility to correct deficiencies under Article 9 of this Agreement, Provider also shall retain a copy of all such documentation. Article 7. Insurance for Village Provider shall maintain, at its expense, Workers' Compensation Insurance, liability insurance covering personal injury and property damage, and other insurance with minimum coverages as listed below. Policies for that insurance shall be in the broad form available on usual commercial terms and shall be written by insurers of recognized financial standing who are satisfactory to the Village and who have been fully informed as to the nature of the Services. Except for Workers' Compensation and professional liability insurance, if any, the Village shall be named as an additional insured on all such policies with the understanding that any obligations imposed upon the insured (including, without limitation, the liability to pay premiums) shall be the sole obligations of Provider and not of the Village. Notwithstanding anything to the contrary in this Agreement, Provider irrevocably waives all claims against the Village for all losses, damages, claims, or expenses resulting from risks that are commercially insurable, but Provider's provision of insurance coverage shall not in any way limit Provider's liability under this Agreement. {01034469.docx.} -2- �Type of Coverage Limits of Coverage Workers' Compensation Statutory Employer's Liability $1,000,000 each occurrence Automobile Liability, including bodily injury property damage $1,000,000 aggregate $1,000,000 each occurrence Comprehensive General Liability, including broad form contractual liability, bodily injury, and property damage $1,000,000 aggregate $1,000,000 each occurrence Each policy of insurance shall contain clauses to the effect that such insurance (except professional liability insurance, if any) shall be primary without right of contribution of any other insurance carried by or on behalf of the Village with respect to the Village's interests and that such insurance shall not be cancelled, materially changed, or not renewed for any reason, including non-payment of premium, without 30 days prior written notice to the Village. The Village shall have the option to pay any necessary premiums and charge the cost back to Provider. Simultaneously with the execution of this Agreement, Provider shall deliver Certificates of Insurance to the Village evidencing Provider's compliance with these requirements. Article 8. Indemnification To the fullest extent permitted by law, Provider shall indemnify, hold harmless and defend the Village, its officials, agents and employees or any of them from and against all claims, damages, losses or expenses including but not limited to attorney's fees arising out of or resulting from the performance of the agreement, provided any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including loss of use resulting therefrom, and (b) is caused in whole or in part by any act or omission or violation of statutory duty or regulation of the Provider or anyone directly or indirectly employed by it or anyone for whose acts it may be liable pursuant to the performance of the agreement. Notwithstanding the foregoing, Provider's obligation to indemnify the Village, its officials, agents and employees or any of them for any judgment, mediation or arbitration award shall exist to the extent caused in whole or in part by (a) negligent acts or omissions, or (b) violations of regulatory or statutory provisions of the New York State Labor Law, OSHA, or other governing rule or applicable law; by the Provider anyone directly or indirectly employed by it or anyone for whose acts it may be liable in connection to such claim, damage, loss and expense. The obligation of the Provider to indemnify any party under this paragraph shall not be limited in any manner by any limitation of the amount of {0l034469.docx.} -3- �insurance coverage or benefits including worker's compensation or other employee benefit acts provided by the Provider. Article 9. Responsibility to Correct Deficiencies Provider shall correct, in a timely fashion and at Provider's sole expense, any deficiencies in the Services provided such deficiencies are reported to Provider prior to thirty (30) days after completion of the Services. Article 10. Survival of Obligation Provider's obligations, and those of Provider's employees, agents, successors, and assignees under Article 6 (Ownership of Documents), Article 8 (Indemnification), and Article 9 (Responsibility to Correct Deficiencies) shall survive completion of the Services, expiration or termination of this Agreement, and final payment under this Agreement. Article 11. Termination The Village may terminate this Agreement in whole or in part at any time upon 10 days notice if Provider fails to provide the Services in accordance with this Agreement, if the Village is reasonably dissatisfied with Provider's work under this Agreement after giving Provider reasonable notice and an opportunity to address its dissatisfaction, or if Provider is in default under or breach of this Agreement. Provider may terminate this Agreement at any time upon 10 days notice if the Village fails to make any payment to Provider under this Agreement after 30 days notice. Any such termination of this Agreement shall not relieve the Village of its obligation to pay charges due Provider for Services properly performed and expenses properly incurred prior to such termination and shall not relieve Provider of any liability arising from any act or omission of Provider or its employees or agents. Upon termination, Provider shall deliver to the Village all documents required to be delivered pursuant to Article 6. Article 12. Assignment Provider shall not assign any of its rights, interests, or obligations under this Agreement or subcontract any of the Services to be performed by it under this Agreement without the express written consent of the Village. Any subcontract or assignment shall be subject to all of the terms of this Agreement. Article 13. Waiver and Severability The failure of either party to enforce, at any time, any provision of this Agreement shall not constitute a waiver of such provision in any way or waive the right of either party at any time to avail itself of such remedies as it may have for any breach or breaches of such provision. None of the conditions of this Agreement shall be considered waived by either party unless such waiver is given in writing by the waiving party. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the terms or conditions of this Agreement unless expressly stipulated in such waiver. {01034469.docx.} -4- �The invalidity or invalid application of any provision of this Agreement shall not affect the validity of any other provision or any other application of that provision. Article 14. Miscellaneous All notices hereunder shall be deemed to be duly given if in writing, signed by the party or the representative of the party giving the notice, and sent to the other party at the address set forth in this Agreement by certified mail, return receipt requested, by Federal Express or similar overnight courier, or by facsimile transmittal with confirmation by regular first class mail. This Agreement has been negotiated between parties of equal bargaining power and is not to be construed against either party by virtue of such party's attorney having drafted it. Provider and its subcontractors shall not engage in any discriminatory hiring practice or accept any engagement which might conflict with Provider's responsibilities under this Agreement. This Agreement may be executed in more than one counterpart, each of which, when taken together, shall be deemed to be one instrument. Signed counteiparts of this Agreement may be delivered to each other party via electronic mail in .pdf format, which shall constitute delivery of an "original" document. Article 15. Consent to Jurisdiction and Venue. Provider consents to jurisdiction in the Courts of the State of New York and to venue in Westchester County, New York, in any action for monetary, injunctive, declaratory, or other relief under any provision of this Agreement. Article 16. Entire Agreement The rights and obligations of the parties, and their respective agents, successors, and assigns, under this Agreement shall be subject to and governed by this Agreement, including Exhibit A, and this Agreement supersedes any other understanding or writing between the parties. No change, amendment, or modification of any term or condition of this Agreement shall be valid unless reduced to writing and signed by the party to be bound. Any discrepancy between the foregoing provisions of this Agreement and Exhibit A to this Agreement, whether or not specifically identified, shall be resolved in favor of the foregoing provisions of this Agreement. [Balance of page intentionally left blank] {01034469.docx.} -5- �IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of My, 20202. Village <iugv> of u i Sleepy uiMipj Hollow iiuiiun By: Q i l j ) i L » * Urban u i u o u Strategies auoicgics LLC LLU . . By: {01034469.docx.} V -6- " �Exhibit A [July 7,2020 Letter proposal of Urban Strategies LLC] {01034469.docx.} -7- � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Board of Trustees Meeting Minutes & Resolutions-2020 Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource MINS_TRUST_2020-07-21_RES-76-77 Subject The topic of the resource Board of Trustees Minutes-2020 Date A point or period of time associated with an event in the lifecycle of the resource 2020 Rights Information about rights held in and over the resource Village of Sleepy Hollow All Rights Reserved. Type The nature or genre of the resource Text