Documents › Board Of Trustees, 2025-12-17

resolution 31 pages

Also attached to this agenda item: Coastal Assessment Form LWRP Brook Street Drainage Memo from WAC to VB re Brook St. Drainage Resolution 299-2025 Brook Street IMA Short EAF - Brook Street

4930-1508-1734, v. 1 AGREEMENT (“Agreement”), made the day of , 2025, 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, 148 Martine Avenue, White Plains, New York 10601 (hereinafter referred to as the “County”) and VILLAGE OF CROTON-ON-HUDSON, a municipal corporation of the State of New York, having an office and place of business at 1 Van Wyck Street, Croton-on-Hudson, New York 10510 (hereinafter referred to as the “Municipality”). RECITALS WHEREAS, in response to serious flooding issues throughout Westchester County, in 2011 the County enacted the Westchester County Storm Water Management Law (“SWML”) to assist municipalities with storm water management (flood mitigation). See Laws of Westchester County Chapter 241, Article III-A, Sections 241.252-241.260. The SWML provides for the evaluation of flooding within the County through preparation of watershed “reconnaissance plans”, and the SWML authorizes County cooperation with municipalities, including funding assistance, to improve storm water management and reduce flooding. The SWML authorizes the creation of a Storm Water Advisory Board (the “SWAB”) to assist County municipalities in addressing flooding; and WHEREAS, the SWML enables the County to partner with municipalities within Westchester County to provide funding for flood mitigation and/or flood damage reduction projects; and WHEREAS, the SWML funding program is divided into “Phase I” funding and “Phase II” funding; and WHEREAS, Phase I funding is up to fifty (50) percent toward the costs for the preparation of detailed design, specification and construction documents for flood mitigation and/or flood damage reduction projects; and WHEREAS, Phase II funding is up to fifty (50) percent toward the costs for the implementation and construction of flood mitigation and/or flood damage reduction projects; and 4930-1508-1734, v. 1 WHEREAS, approval by the Board of Legislators for Phase I funding does not guarantee approval for Phase II funding; and WHEREAS, the Municipality wishes to participate in the SWML funding program and has submitted an application to the County for Phase II financial assistance to address flooding problems within the Municipality; and WHEREAS, a Storm Water Reconnaissance Plan has been prepared by the County departments of Planning and Public Works and Transportation pursuant to the SWML entitled the Peekskill and Haverstraw Bays Watershed (the “Reconnaissance Plan”); and WHEREAS, the Reconnaissance Plan was recommended by the SWAB to the County Executive and the Board of Legislators; and WHEREAS, the Board of Legislators approved the Reconnaissance Plan on August 4th, 2014, pursuant to Act No. 135 - 2014; and WHEREAS, the area of flooding for which the Municipality wishes to participate in the SWML funding program is identified in a study or as a flood problem area in the Reconnaissance Plan; and WHEREAS, pursuant to the SWML funding program and in an effort to protect County-owned and/or managed infrastructure, assets and property, including the protection of County bridges, sanitary sewer and/or storm water pipes, and County parkland and other municipal and private property, the County desires to contribute Phase II funding to the costs of construction associated with new stormwater infrastructure to reduce flooding on residential and commercial properties along Brook Street between Old Post Road and North Riverside Avenue in the Village (the “Project”); and 4930-1508-1734, v. 1 WHEREAS, the Municipality has prepared designs, specifications and construction documents for the Project and the Project has been presented to and received support from the County Stormwater Advisory Board. NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements herein set forth, the County and the Municipality, each binding itself, its successors and assigns, do mutually promise, covenant and agree as follows: ARTICLE I TERM Section 1.0. The recitals are hereby incorporated by reference into the body of this Agreement. Section 1.1. The term of this Agreement shall be for a period commencing upon full execution hereof by both parties and approval of same by the Office of County Attorney, as evidenced by the date on the top of page 1 of this Agreement, and shall continue for a period equal to or greater than the life of any bonds issued by the County to fund the County’s portion of the Project, which is estimated to be thirty (30) years. ARTICLE II TERMS OF PAYMENT, EASEMENT AND MUNICIPALITY REPRESENTATIONS Section 2.0. Pursuant to the County’s SWML funding program and in an effort to protect County-owned and/or managed infrastructure, assets and property, including the protection of County bridges, sanitary sewer and/or storm water pipes, and County parkland and other municipal and private property, the County desires at this time to contribute Phase II funding toward construction costs of the Project, including any final designs and construction documents. The Project is owned by the Municipality and consists of flood mitigation and/or flood damage reduction work. The scope of work for this Phase II funding agreement is more fully described in Schedule “A”, attached hereto and made a part hereof. In consideration for the County’s aforesaid contribution, the Municipality represents that 4930-1508-1734, v. 1 it shall complete the design, specification, construction documents and construction of the Project in accordance with Schedule “A” and all of the other terms of this Agreement. The County agrees to finance the design, specification, construction documents and construction for the Project on a reimbursement basis. It is recognized and understood by the Municipality that at the time of execution of this Agreement, the County has obtained appropriations and bonding authority to finance up to $750,000.00 for the construction of the Project. The County share of the construction of the Project shall not exceed that amount. Eligible project construction costs up to $1,402,000.00 shall be paid fifty (50) percent by the County (up to $701,000.00) and fifty (50) percent by the Municipality; provided, however, should the total eligible project construction costs be less than $1,402,000.00, the County shall only be responsible for fifty (50) percent of the lesser amount. The Municipality shall be responsible for all costs in relation to the Project that exceed the County’s contribution set forth herein, and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall the County be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder in connection with this Project except as herein expressly set forth. The County does not provide or extend any warranty of fitness for a particular purpose or workmanship for any work undertaken in connection with, or paid under, this Agreement. Payment hereunder by the County shall operate as a release to the County from any and all obligations or liabilities in connection herewith to the Municipality, its contractor(s), or subcontractor(s) hereunder. Section 2.1. The Municipality represents that within one (1) year of the date hereof that the “Flood Mitigation Criteria” developed by the SWAB and approved by the Board of Legislators will have been adopted in the Municipality’s appropriate land use regulations, guidelines and policies or in stand- alone form, and documentation of the adoption of such policies must be provided to and approved by the Commissioner of the County Department of Planning (“Planning Commissioner”). It is understood and agreed to by the Municipality that the payment of County funds under this Agreement for the Project is contingent upon the Municipality’s adoption of the aforesaid policies. Section 2.2. The parties agree that all payments made by the County to the Municipality shall be on a reimbursement basis only. Any and all requests for payment to be made, including any request for partial payment upon completion of a portion of the Project, shall be submitted by the Municipality on properly executed payment vouchers of the County and paid only after approval by the Planning Commissioner and the Commissioner of the Westchester County Department of Public Works and 4930-1508-1734, v. 1 Transportation (“DPWT Commissioner”). The Municipality agrees that it shall submit all documentation that the County may require to substantiate all requests for payment. All payment vouchers must be accompanied by a numbered invoice and must contain the invoice number where indicated. All invoices submitted during each calendar year shall utilize consecutive numbering and be non-repeating. In no event shall a final payment be made to the Municipality prior to completion of the Project and the approval of same by the Planning Commissioner and DPWT Commissioner. If at any time the Municipality shall neglect or fail to perform properly any of its obligations under this Agreement, the County shall have the right to withhold, in whole or in part, any payments otherwise due or to become due to the Municipality hereunder until such neglect or failure shall have been remedied to the reasonable satisfaction of the County. Section 2.3. Prior to the construction of the Project, the Municipality agrees to convey to the County, its successors, and assigns a non-exclusive easement(s) (the “Easement(s)”) in, upon, under and over that portion of the Municipality’s property within which the Project is located (the “Property”), which Easement(s) shall be substantially in the form attached hereto and made a part hereof as Schedule “B”. The Municipality shall be solely responsible for obtaining any and all easements on non- Municipally-owned property needed in connection with the carrying out the Project and shall provide copies of said easements to the Planning Commissioner. Said easements shall name Westchester County as a Grantee solely for the purposes of carrying out the work needed to accomplish the Project and said easements shall be for a term equal to or greater than the life of any bonds issued by the County to fund the County’s portion of the Project. Section 2.4. The Municipality represents warrants and guarantees that: (a) 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 the Municipality has been duly authorized by its governing body; this Agreement, and any other documents required to be delivered by the Municipality when so delivered, will constitute the legal, valid and binding obligations of the Municipality in accordance with their respective terms; and the Municipality will deliver to the County at the time of execution of this Agreement a resolution adopted by its governing body authorizing the execution of this Agreement, and any other documents required to be delivered by the Municipality, including the aforesaid Easement; 4930-1508-1734, v. 1 (b) The person signing this Agreement on behalf of the Municipality has full authority to bind the Municipality to all of the terms and conditions of this Agreement pursuant to the resolution granting such authority by the Municipality’s governing body, as noted above; (c) It is financially and technically qualified to perform its obligations hereunder, including without limitation, full implementation of the Project; and (d) The Municipality acknowledges that the County is acting in reliance on the above representations. ARTICLE III MANAGEMENT OF THE PROJECT Section 3.0. The Municipality shall be responsible for all construction phases of the Project, including, but not limited to, any additional study or engineering necessary to fully comply with the requirements of the funding program, final engineering, specifications and designs, and all phases of construction and post-construction elements. The Municipality shall submit any required documentation, including additional engineering or progress reports, to the DPWT Commissioner or his duly authorized representative and to the Planning Commissioner or her duly authorized designee for review, and said design plans and specifications shall be mutually approved by all parties. The Municipality shall fully complete the project tasks as set forth in Schedule “A” and submit proof of such completion to the County for its review and approval on or before five (5) years from the date of the execution of this Agreement by all parties. Notwithstanding the foregoing, the parties may agree to a twelve (12) month extension of time for completion, subject to all necessary legal approvals for such extension of time. In the event that the Municipality fails to complete the scope of work set forth in Schedule “A” and submit proof of such completion to the County in a timely manner as set forth herein, including any twelve (12) month extension agreed to between the parties, it shall remit all funds disbursed hereunder to the County within thirty (30) days of receipt of written request from the County unless an extension of time for completion is mutually agreed to between the parties, subject to all necessary legal approvals for said extension of time. Section 3.1. In connection with the Project, the Municipality shall obtain all required approvals and permits and promptly execute and comply with all statutes, ordinances, rules, orders, regulations, codes and requirements of the Federal, State, County and municipal governments of the County. The Municipality shall also comply with any and all sanitary rules and regulations of the State and County 4930-1508-1734, v. 1 Health Departments and with the State Environmental Quality Review Act. The Municipality shall comply with the aforementioned statutes, ordinances, rules, orders, regulations, codes and requirements in its implementation of the Project including, but not limited to management, operation, maintenance and supervision of same. ARTICLE IV FAIR AND AFFORDABLE HOUSING CONDITIONS Section 4.0. The Municipality hereby commits to the County that it is in compliance with the terms and conditions set forth in the County’s Discretionary Funding Policy annexed hereto and forming a part hereof as Schedule “E” or has submitted documentation to the satisfaction of the County that the Municipality is not considered an eligible municipality under these requirements. Section 4.1. As further consideration for the County’s financial contribution toward the Project, the Municipality certifies that it has adopted municipal zoning code provisions and/or policies which reflect the guidance provided in the Model Ordinance Provisions and the Municipality is committed to affirmatively further fair housing, including a ban on local residency requirements and preferences and other selection preferences that do not affirmatively further fair housing, except to the extent provided in the Model Ordinance Provisions. Section 4.2. The Municipality agrees to offer to the County a Right of First Refusal to retain and/or purchase any and all land acquired in rem to be used for housing that affirmatively furthers fair housing (“AFFH”). Section 4.3. The Municipality agrees to actively affirmatively further fair housing through its land use regulations and other affirmative measures to assist the development of affordable housing. Section 4.4. The Municipality further agrees to market housing units that affirmatively further fair housing in accordance with Westchester County’s Affirmative Fair Housing Marketing Plan throughout the period of affordability. Section 4.5. Nothing in this Agreement is intended to affect the County’s interest in the Project or release the Municipality from its obligations under the law with respect to affordable AFFH units. Section 4.6. Should the Municipality fail to abide by any of the above conditions, the Municipality shall, upon thirty (30) days written notice by the County, refund any funds paid to the Municipality under this Agreement. 4930-1508-1734, v. 1 ARTICLE V ACCOUNTING Section 5.0. The Municipality shall cause accurate records and books of account to be maintained in which shall be entered all matters relating to this Agreement, including all liabilities thereof and all expenditures, and payments to any and all contractors or subcontractors involved in the Project. Such books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied and shall be kept at a location within Westchester County. The Municipality will provide the County with documentation, upon the County’s request, in order to verify same. The County shall have the right to audit, inspect, examine and copy such books and records of the Municipality at all reasonable times during normal business hours at the office of the Municipality. The County’s audit rights hereunder extend to all documents, reports, and records which relate to the Municipality’s commitment to affirmatively further fair housing as described in Article IV herein. ARTICLE VI NOTICES Section 6.0. 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, (with acknowledgement 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 the following: To the County: Department of Planning County of Westchester 148 Martine Avenue White Plains, New York 1060 4930-1508-1734, v. 1 Commissioner Department of Public Works and Transportation County of Westchester 148 Martine Avenue White Plains, New York 10601 with a copy to: County Attorney County of Westchester 148 Martine Avenue Room 600 White Plains, New York 10601 To the Municipality: Croton-on-Hudson, New York 10510 with a copy to: ARTICLE VII INDEMNIFICATION Section 7.0. To the fullest extent permitted by law, the Municipality shall defend, indemnify and hold harmless the County, its elected officials, officers, employees and agents (the "Indemnitees") from and against, any and all liability, damage, claims, demands, costs, judgments, fees, attorney’s fees or loss arising directly or indirectly from the Project, including any which may arise from a change in applicable laws, rules and regulations, that may be imposed upon or incurred by or asserted against any of the Indemnitees by reason of any of the following: (a) Work. Any construction, repair, alteration, addition, replacement, restoration or improvement work done by or on behalf of the Municipality in, on or about the Project or any part thereof; 4930-1508-1734, v. 1 (b) Use. The use, occupation, condition, operation, maintenance, management, supervision or development of or providing security for all or any portion of the Project, or the affected portion thereof, by or on behalf of the Municipality, including without limitation, any liability with respect to any violations imposed by any governmental authorities in respect of any of the foregoing; (c) Act or Failure to Act of Municipality. Any act performed by, or any failure to perform any act required to be performed by the Municipality, a third party under the direction or control of the Municipality, or any of the Municipality’s officers, agents, contractors, servants, employees, lessees or invitees in connection with this Agreement or the Project; (d) Accidents, Injury to Person or Property. Any accident, injury, (including death at any time resulting therefrom) or damage to any person, including, without limitation, employees of the Municipality or any Indemnitee, or property occurring in, on, or about the Project or any part thereof; or (e) Breach of Municipality’s Obligation. Any failure or refusal on the part of the Municipality to perform its obligations pursuant to this Agreement. (f) Municipality’s Obligations. The Municipality’s failure, within any applicable grace period, to perform or comply with any of the covenants, terms or conditions contained in this Agreement on the Municipality’s part to be kept, observed, performed or complied with within any applicable grace period. Section 7.1. The Municipality hereby further acknowledges and agrees that it shall defend, indemnify and hold harmless the County for any “Environmental Damages” to the Property. “Environmental Damages” shall mean all claims, damages, demands losses, penalties, fines, fees, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorney’s fees and disbursements and consultants’ fees, any of which are incurred as the result of the existence of “Hazardous Material” or “Hazardous Waste” upon, beneath, or about the Property or migrating or threatening to migrate to or from the Property, or the existence of a violation of “Environmental Requirements” pertaining to the Property, regardless of whether the existence of such “Hazardous Materials” or “Hazardous Waste” or the violation of “Environmental Requirements” arose prior to the Municipality or County’s ownership of the Property, including, without limitation: 4930-1508-1734, v. 1 (i) damages for personal injury, or injury to Property or natural resources occurring upon or off the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition or rebuilding of any improvements of real property, interest and penalties; (ii) fees incurred for the service of attorneys, consultants, contractors or experts, laboratories and all other costs incurred in connection with the investigation or remediation of such “Hazardous Materials” or “Hazardous Waste” or violation of “Environmental Requirements” including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or reasonably necessary to make the full use of the Property or any other property or otherwise expended in connection with such conditions; and (iii) liability to any third person or governmental agency to indemnify such person or agency for the costs expended in connection with the items referenced in subparagraph (ii) herein; (iv) diminution in the value of the Property and damages for loss of business and restriction on the use of the Property or any part thereof. Section 7.1.a. Definitions. For the purposes of this Agreement, the following definitions shall apply: (1) “Hazardous Materials” or “Hazardous Waste” shall mean any substance: (i) the presence of which requires investigation or remediation under any federal, state, or local statute, regulation, ordinance, order, action, policy or common law; or (ii) which is or becomes defined as a hazardous waste, hazardous substance, pollutant or contaminant under any federal, state or local statute, regulation, rule, or ordinance or amendments thereto including, without limitations, the United States Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 USC §9601 (14) 42 USC §9602 and any “hazardous waste” as defined in or listed under the United States Solid Waste Disposal Act, as amended, 42 USC §6901(5), 42 USC §6921; or (iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board or instrumentality of the United States, the State of New York or any political subdivision thereof; or (iv) the presence of which, on the Property, causes or threatens to cause a nuisance on the Property or to nearby properties or poses or threatens to pose a hazard to the health and safety of persons on, about or nearby the Property; or 4930-1508-1734, v. 1 (v) the presence of which on nearby properties would constitute a trespass by the owner of the Property; or (vi) without limitation which contains gasoline, diesel fuel, or other petroleum hydrocarbons; or (vii) without limitation which contains polychlorinated bipheynols (PCBs), asbestos, or urea formaldehyde foam insulation. (2) “Environmental Requirements” shall mean all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all government agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, the State of New York and the political subdivisions thereof; and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment. Section 7.2. The Municipality shall promptly notify the County in writing of any claims made or any suits instituted against the Municipality of which it has knowledge arising from its performances hereunder or in connection with this Agreement or in connection with the Project. Section 7.3. In the event the Municipality 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 all or part of this Article, then the Municipality shall reimburse the County’s reasonable attorney’s fees incurred in connection with the defense of any action, and in connection with enforcing all or part of this Article of the Agreement. Section 7.4. This Article shall survive termination or expiration of this Agreement. ARTICLE VIII MISCELLANEOUS Section 8.0. Any purported delegation of duties or assignment of rights under this Agreement without the prior express written consent of the County is void. Section 8.1. The Municipality shall submit documentation to the County demonstrating compliance with the State Environmental Quality Review Act and its implementing regulations (“SEQR”), including those activities that have been determined not to constitute an action as defined by 4930-1508-1734, v. 1 SEQR or activities determined to be Type II actions as defined by SEQR. The Municipality shall act as the lead agency for meeting the requirements of SEQR for any Unlisted or Type I action that is undertaken pursuant to this Agreement, unless otherwise directed by the Planning Commissioner. The Municipality shall include the County as an Involved Agency (as defined in SEQR) in all matters relating to SEQR and conduct a coordinated review where applicable. Section 8.2. The failure of the County to insist upon strict performance of any term, condition or covenant herein shall not be deemed a waiver of any rights or remedies that the County may have and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions or covenants herein. Section 8.3. It is mutually understood and agreed that the terms, covenants, conditions and agreements herein contained shall be binding upon the parties hereto and upon their respective successors, legal representatives and assigns. Section 8.4. This Agreement and its attachments constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings. This Agreement shall not be released, discharged, changed or modified except by an instrument in writing signed by a duly authorized representative of each of the parties, and approved by the Office of the County Attorney. Section 8.5. It is recognized and understood that the Municipality is not an agent of the County and in accordance with such status, the Municipality, its consultant(s), its subcontractor(s), and 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. Section 8.6. The Municipality shall comply with the insurance requirements contained in Schedule “C” entitled “Standard Insurance Provisions,” attached hereto and made a part hereof. The Municipality may, in lieu of procuring and maintaining the aforesaid insurance, elect to obtain such coverage through a program of self-insurance, which coverage and program shall be in accordance with generally accepted standards for similarly situated entities. In addition to the foregoing, the Municipality shall contractually ensure that all of its contractors, subcontractors and/or independent contractors 4930-1508-1734, v. 1 (individually a “Contractor” or collectively, the “Contractors”) that are engaged to construct the Project shall provide such insurance coverage as described in Schedule “C” naming as additional insured, the Municipality and the County and their respective officials (elected or otherwise), officers, employees and agents (collectively the “Additional Insureds”). The Municipality shall require, before the Project commences that each such insurance policy be endorsed to contain the following clauses: (a) the insurer shall have no right to recovery or subrogation against the Additional Insureds (including their respective officials (elected or otherwise), officers, employees and agents), it being the intention that the insurance policy shall protect both the insured and the Additional Insureds and be primary coverage for any and all losses covered by such insurance; (b) the clause “other insurance provisions” in any such insurance policy shall not apply to the Additional Insureds or their insurance policies; (c) the insurer issuing the policy shall have no recourse against the Additional Insureds (including their respective officials (elected or otherwise), officers, employees and agents) for payment of any premiums or for assessments under any form of policy; and (d) any and all deductibles in such insurance policy shall be assumed by and be for the account of, and at the sole risk of the Contractor. Section 8.7. This Agreement shall not be enforceable until signed by all parties and approved by the Office of the County Attorney. Section 8.8. In the event that any one or more provisions, sections, subsections, clauses or words of this Agreement are for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, but this Agreement shall be construed and enforced as if such illegal or invalid section, subsection, clause or word has not been contained herein. Section 8.9. This Agreement shall be deemed executory only to the extent of funds appropriated and made available for the purpose of this Agreement and no liability on account thereof shall be incurred by the County beyond the amount of such appropriated funds. Section 8.10. All covenants, stipulations, promises, agreements and obligations of the Municipality and the County contained herein shall be deemed to be stipulations, promises, agreements and obligations of the Municipality and the County and not of any member, officer or employee of the Municipality or the County in his/her individual capacity and no recourse shall be had for any obligation or liability herein or any claim based thereon against any member, officer or employee of the Municipality or the County or any natural person executing this Agreement. Section 8.11. The parties represent that they have all requisite power and authority to execute, deliver and perform this Agreement, and this Agreement has been duly authorized by all necessary action 4930-1508-1734, v. 1 on the part of the parties. The parties each agree 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, including providing the County with any necessary property interests in the Project in order for the County to fund the Project. Section 8.12. This Agreement may be executed in two or more counterparts and all counterparts so executed shall for all purposes constitute one agreement binding upon all the parties hereto. Section 8.13. Nothing in this Agreement shall act to confer third-party beneficiary rights on any person or entity not a party to this Agreement. Section 8.14. The headings in this Agreement are for reference purposes only and shall not be used in construing the terms of this Agreement. Section 8.15. The Municipality agrees to comply with the terms set forth in Schedule “D”, attached hereto and made a part hereof, regarding Vendor Direct Payment Terms. Section 8.16. The Municipality 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. Section 8.17. No director, officer, employee, agent or other person authorized to act on behalf of the County shall have any personal liability in connection with this Agreement or any failure of the County to perform its obligations hereunder. No director, officer, employee, agent or other person authorized to act on behalf of the Municipality shall have any personal liability in connection with this Agreement or any failure of the Municipality to perform its obligations hereunder. Section 8.18. The Municipality agrees to allow the County reasonable access to the Project, during normal business hours, to permit inspection and observation of the Project. The Municipality may require the County to provide reasonable notice prior to such inspection and observation. [NO FURTHER TEXT/SIGNATURE PAGE FOLLOWS] 4930-1508-1734, v. 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. COUNTY OF WESTCHESTER By:_________________________________ Blanca P. Lopez, M.S. Commissioner of Planning VILLAGE OF CROTON-ON-HUDSON By:_________________________________ Name: Title: Approved by the Board of Legislators of the County of Westchester by Act No. 2025-____ on the ______ day of ______________, 2025 Approved by the Board of the Village of Briarcliff Manor on the ____ day of __________, 2025. Approved: _____________________ Sr. Assistant County Attorney County of Westchester 4930-1508-1734, v. 1 MUNICIPALITY'S ACKNOWLEDGMENT STATE OF NEW YORK ) ss.: COUNTY OF WESTCHESTER) On the day of _____________ in the year 20__ before me, the undersigned, a Notary Public in and for said State, personally appeared , 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/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument; and, acknowledged if operating under any trade name, that the certificate required by the New York State General Business Law Section 130 has been filed as required therein. Signature and Office of individual taking acknowledgment 1313/08/569782v1 12/12/25 -1- 4930-1508-1734, v. 1 CERTIFICATE OF AUTHORITY I, _________________________________________________________, (Officer other than officer signing contract) certify that I am the ___________________________________________________ of (Title) the ___________________________________________________________________ (the “Municipality”) a municipal corporation duly organized and in good standing under the ____________________ (Law under which organized, e.g., the New York Business Corporate Law) named in the foregoing agreement; that__________________________________________________ (Person executing agreement) who signed said agreement on behalf of the Municipality was, at the time of execution ___________________________________________________________________ (Title of such person) of the Municipality and that said agreement was duly signed for and on behalf of said Municipality by authority of its Board of ______________________________, thereunto duly authorized and that such authority is in full force and effect at the date hereof. STATE OF NEW YORK ) ss.: COUNTY OF WESTCHESTER) On this _______ day of _____________, 20__, before me personally came __________________________________________, whose signature appears above, to me known, and known to me to be the ___________________________________of _____________________ (Title) ______________________________________________, the Municipality described in and which executed the above certificate, who being by me duly sworn did depose and say that he/she, the said ___________________________________ of said Municipality resides at _____________________ _________________________________________________, and that he/she signed his/her name hereto by order of the Board of ___________________ of said Municipality. County o 4930-1508-1734, v. 1 SCHEDULE “A” SCOPE OF WORK The Scope of Work for the Project shall include any work associated with the following tasks. Funds may be moved between tasks, subject to prior review and approval by the County. Reimbursements will be made in accordance with the requirements and procedures specified in this agreement. The total amount reimbursed by the County shall not exceed the maximum amount stated herein. Project Description: The implementation of this project is intended to reduce flooding on residential and commercial properties along Brook Street between Old Post Road and North Riverside Avenue in the Village of Croton-on-Hudson. SCOPE TASK (keep tasks broad, samples below) AMOUNT COUNTY FUNDS Construction Plans and Bidding Survey/Geotech/Investigation Initial Site Preparation $75,690 $37,845 Demolition and Excavation $200,709 $100,355 Construction and Implementation $615,960 $307,980 Site Restoration and Cleanup $326,771 $163,386 Final Inspection and Approval SUBTOTAL $1,219,130 $609,565 15% Contingency $182,870 $91,435 TOTAL $1,402,000 $701,000 4930-1508-1734, v. 1 SCHEDULE “B” EASEMENT AGREEMENT THIS EASEMENT AGREEMENT, made the ___ day of _____________, 2025, by VILLAGE OF CROTON-ON-HUDSON, a municipal corporation organized and existing under the laws of the State of New York having an office and place of business at 1 Van Wyck Street, Croton-on-Hudson, New York 10510 (“Grantor”); and 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, 148 Martine Avenue, White Plains, New York 10601 (hereinafter referred to as the "County" and/or the "Grantee") W I T N E S S E T H: WHEREAS, Grantor is the owner of the fee title of that certain portion of real property located along Brook Street between Old Post Road and North Riverside Avenue in the Village of Croton-on-Hudson, New York, which real property is more particularly described in schedules “B-1” and “B-2” which are annexed hereto and made a part hereof (the “Subject Property”). That the Grantor in consideration of the sum of One ($1.00) Dollar lawful money of the United States, paid by the Grantee, receipt of which is hereby acknowledged, does hereby grant and release unto the Grantee, its successors and assigns, a non-exclusive easement (the "Easement") in, on, over, under and through the Subject Property, as more particularly described in schedules “B-1” , which is attached hereto and made a part hereof, for the purpose of accessing certain improvements known as the Project consisting of flood mitigation improvements and described in a separate Inter-municipal Agreement of even date between the Grantor and Grantee, to construct, operate, maintain, repair, replace, inspect, or restore the Project. The Easement granted herein is subject to the following restrictions: The Grantor covenants that, until such time as the Bonds (defined below) have matured or been fully redeemed, neither it, nor its successors or assigns, shall do anything, or allow anything to be done, which in the reasonable opinion of the County would injure, endanger, impede use of or impair the Project in any material respect, or the operation thereof, located within the Easement, The Grantor acknowledges that the easement rights of the County granted herein regarding the Project Improvements constructed in, on, over, under or through the Easement shall encumber such Project Improvements for so long as the bonds of the County (the "Bonds"), which made funds available for said Project are outstanding, pursuant to the terms of the certain inter-municipal agreement by and between the Municipality and the County of even date herewith. The Grantee shall not interfere with or disturb the construction, use, 4930-1508-1734, v. 1 operation, maintenance or repair of any improvements now or hereafter situated within or upon the Project property. The Easement shall run with the land and the provisions contained herein shall be binding upon and inure to the benefit of and be enforceable by the County, its successors and assigns until the Bonds have matured or been fully redeemed. TO HAVE AND TO HOLD the Easement granted herein unto the County, its successors and assigns, until such time as the Bonds have matured or been fully redeemed. IN WITNESS WHEREOF, the Grantor has executed this instrument the day and year first above written. By: _______________________ COUNTY OF WESTCHESTER By: _______________________ Blanca P. Lopez, M.S. Commissioner – Planning Department Record and Return to: _______________________ 4930-1508-1734, v. 1 MUNICIPALITY'S ACKNOWLEDGMENT STATE OF NEW YORK ) ss.: COUNTY OF WESTCHESTER) On the day of _____________ in the year 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared , 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/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument; and, acknowledged if operating under any trade name, that the certificate required by the New York State General Business Law Section 130 has been filed as required therein. Signature and Office of individual taking acknowledgment COUNTY'S ACKNOWLEDGMENT STATE OF NEW YORK ) ss.: COUNTY OF WESTCHESTER) On the day of _____________ in the year 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared , 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/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument; and, acknowledged if operating under any trade name, that the certificate required by the New York State General Business Law Section 130 has been filed as required therein. Signature and Office of individual taking acknowledgment 4930-1508-1734, v. 1 SCHEDULE “B-1” EASEMENT BOUNDARY 4930-1508-1734, v. 1 SCHEDULE "C" STANDARD INSURANCE PROVISIONS (MUNICIPALITY) 1. Prior to commencing work, and throughout the term of the Agreement, the Municipality 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. Municipality 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 the Municipality 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, the Municipality 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 the Municipality to furnish, deliver and maintain such insurance, the Agreement, at the election of the County, may be declared suspended, discontinued or terminated. Failure of the Municipality to take out, maintain, or the taking out or maintenance of any required insurance, shall not relieve the Municipality from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the contractual obligations of the Municipality 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 the Municipality until such time as the Municipality shall furnish such additional security covering such claims in form satisfactory to the Director. In the event of any loss, if the Municipality 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 the Municipality. Any available insurance 4930-1508-1734, v. 1 proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. The Municipality shall provide proof of the following coverage (if additional coverage is required for a specific agreement, those requirements will be described in the Agreement): a) 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: http://www.wcb.ny.gov. If 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). b) 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: i.Premises - Operations. ii.Broad Form Contractual. iii.Independent Contractor and Sub-Contractor. iv.Products and Completed Operations. c) Commercial 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. d) 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. 4930-1508-1734, v. 1 3. All policies of the Municipality 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, the Municipality. 4930-1508-1734, v. 1 SCHEDULE “D” VENDOR DIRECT PAYMENT TERMS Westchester County Vendor Direct Program Frequently Asked Questions 1. WHAT ARE THE BENEFITS OF THE ELECTRONIC FUNDS TRANSFER (EFT) ASSOCIATED WITH THE VENDOR DIRECT PROGRAM? There are several advantages to having your payments automatically deposited into your designated bank account via EFT: Payments are secure – Paper checks can be lost in the mail or stolen, but money deposited directly into your bank account is more secure. You save time – Money deposited into your bank account is automatic. You save the time of preparing and delivering the deposit to the bank. Additionally, the funds are immediately available to you. 2. ARE MY PAYMENTS GOING TO BE PROCESSED ON THE SAME SCHEDULE AS THEY WERE BEFORE VENDOR DIRECT? Yes. 3. HOW QUICKLY WILL A PAYMENT BE DEPOSITED INTO MY ACCOUNT? Payments are deposited two business days after the voucher/invoice is processed. Saturdays, Sundays, and legal holidays are not considered business days. 4. HOW WILL I KNOW WHEN THE PAYMENT IS IN MY BANK ACCOUNT AND WHAT IT IS FOR? Under the Vendor Direct program you will receive an e-mail notification two days prior to the day the payment will be credited to your designated account. The e-mail notification will come in the form of a remittance advice with the same information that currently appears on your check stub, and will contain the date that the funds will be credited to your account. 5. WHAT IF THERE IS A DISCREPANCY IN THE AMOUNT RECEIVED? Please contact your Westchester County representative as you would have in the past if there were a discrepancy on a check received. 6. WHAT IF I DO NOT RECEIVE THE MONEY IN MY DESIGNATED BANK ACCOUNT ON THE DATE INDICATED IN THE E-MAIL? In the unlikely event that this occurs, please contact the Westchester County Accounts Payable Department at 914-995-4708. 7. WHAT MUST I DO IF I CHANGE MY BANK OR MY ACCOUNT NUMBER? Whenever you change any information or close your account a new Vendor Direct Payment Authorization Form must be submitted. Please contact the Westchester County Accounts Payable Department at 914-995-4708 and we will e-mail you a new form. 8. WHEN COMPLETING THE PAYMENT AUTHORIZATION FORM, WHY MUST I HAVE IT SIGNED BY A BANK OFFICIAL IF I DON’T INCLUDE A VOIDED CHECK? This is to ensure the authenticity of the account being set up to receive your payments. 4930-1508-1734, v. 1 INSERT VENDOR DIRECT FORM 4930-1508-1734, v. 1 SCHEDULE “E” County’s Discretionary Funding Policy attached hereto. WESTCHESTER COUNTY FAIR AND AFFORDABLE HOUSING IMPLEMENTATION PLAN August 9, 2010 Appendix D-2(ii): Discretionary Funding Allocation Policy as approved January 10, 2012 4930-1508-1734, v. 1 DISCRETIONARY FUNDING POLICY In August 2009, Westchester County entered into a Stipulation and Order of Settlement and Dismissal in US. ex rel. Anti-Discrimination Center of Metro New York v. Westchester County, New York (the "Settlement Agreement”). Beginning on March 1, 2012, the grant of discretionary intermunicipal funding, including but not limited to County Open Space funds and CDBG funding, ("Discretionary Funding") to municipalities eligible under the Settlement Agreement ("Recipient Eligible Municipalities") shall be conditioned, as appropriate, upon the Recipient Eligible Municipality's commitment to affirmatively further fair housing within its borders. This policy does not apply to municipalities in Westchester County other than the Recipient Eligible Municipalities. Each Recipient Eligible Municipality shall be required to commit to the County, in writing, that it is in compliance with the following terms and conditions in connection with its commitment to affirmatively further fair housing: (a) Recipient Eligible Municipality has adopted municipal zoning code provisions and/or policies which reflect the guidance provided in the Model Ordinance Provisions approved pursuant to the Settlement Agreement and demonstrate a commitment by the Recipient Eligible Municipality to affirmatively further fair housing, including a ban on local residency requirements and preferences and other selection preferences that do not affirmatively further fair housing, except to the extent provided in the Model Ordinance Provisions; (b) Recipient Eligible Municipality will offer the County a Right of First Refusal to retain and/or purchase any and all land acquired in rem to be used for housing that affirmatively furthers fair housing; and (c) Recipient Eligible Municipality will actively further implementation of the Settlement Agreement through its land use regulations and other affirmative measures to assist the development of affordable housing. Such commitments by Recipient Eligible Municipality shall be stated in the funding agreement between the County and the Recipient Eligible Municipality. The funding agreement will also provide that housing units that affirmatively further fair housing must be marketed in accordance with Westchester County's Affirmative Fair Housing Marketing Plan approved pursuant to the Settlement Agreement, throughout the period of affordability. Applications for Discretionary Funding submitted by non-municipal entities will be reviewed to determine whether or not such entity is acting as an agent of a municipality for purposes of the project for which funding is sought. If such entity is deemed to be acting in the capacity of agent for a municipality, the application will be subject to a review of the agent-municipality's compliance with the policy of affirmatively furthering fair housing stated above. The determination as to whether an agency relationship exists will be based on the principles of law relating to agency relationships in New York State, and the fact that the non-municipal entity/applicant may be required by local municipal codes to obtain municipal approvals or abide by municipal processes for such approvals in connection with such application will not be determinative of the agency relationship. Westchester County will provide notice of all non-municipal applications for funding to the local municipality in which the funding is proposed to be spent. 4930-1508-1734, v. 1 The County's audit rights under any grant of or funding agreement for Discretionary Funding will extend to all documents, reports, and records which relate to the Recipient Eligible Municipality's commitment to affirmatively further fair housing as described herein. Should Recipient Eligible Municipality fail to abide by any of the above conditions, Recipient Eligible Municipality will be obliged, upon thirty (30) days written notice by the County to refund any Discretionary Funding paid to the Recipient Eligible Municipality.