https://sleepyhollow.localarchives.org/files/original/0d74689f017410c56b554923f4514bfe.pdf c761837368cf51de895cf26d3765ae2b PDF Text Text A regular meeting of the Board of Trustees of the Village of Sleepy Hollow was held on Tuesday, June 24, 2008, at approximately 7:00 p.m. in Village Hall, 28 Beekman Avenue, Sleepy Hollow, New York. Present: Mayor Philip E. Zegarelli Thomas Capossela Kay Brown Grala Maria Rose DeMilla-Powers David Schroedel Karin Wompa Kenneth Wray, Trustees Also Present: Sean McCarthy, Building Inspector Diane Jacobson, Treasurer Robert Ponzini, Esq., Village Counsel Mayor Zegarelli called the meeting to order with a prayer and pledge to the flag. Mayor Zegarelli called for a moment of silence for former police officer Vince Butkovich; for Edward Gentile who was the father of Ken Gentile of the North Tarrytown Housing Authority; for Les Storch who was our accountant for many years; and for Clare Paolontonio, the daughter of James & Dorothy Paolontonio. We send our sympathies to the families and convey our best wishes. Approval of Minutes Trustee Grala moved, seconded by Trustee DeMilia-Powers, to approve the minutes of April 8, 2008, as submitted, subject to minor typographical errors and/or non-material changes. Carried 7-0. Trustee DeMilia-Powers moved, seconded by Trustee Schroedel, to approve the minutes of May 27, 2008, as submitted, subject to minor typographical errors and/or non-material changes. Carried 7-0. Approval of Warrant Trustee Schroedel moved, seconded by Trustee DeMilia-Powers to approve Warrant 08MAY31A in the amount of $151,570.27. Carried 7-0. Trustee Schroedel moved, seconded by Trustee Grala to approve Warrant 08MAY31B in the amount of $3,618.00. Carried 7-0. Trustee Schroedel moved, seconded by Trustee Grala to approve Warrant 08MAY31C in the amount of $119,997.84. Carried 7-0. 1 �Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to approve Warrant 08MAY31D in the amount of $5,930.00. Carried 7-0. Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to approve Warrant 08JUN24 in the amount of $129,838.82 with the exception of Morabito Electric in the amount of $1,250.00 which was pulled from the warrant. Carried 7-0. Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to approve Warrant 08JUN24A in the amount of $210,213.36. Carried 7-0. Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to approve Warrant 08JUN24B in the amount of $1,391.00. Carried 7-0. Trustee Schroedel moved, seconded by Trustee Capossela to approve Warrant 08JUN24D in the amount of $114,278,07. Carried 7-0. Trustee Schroedel moved, seconded by Trustee Grala to approve Warrant 08JUN24 in the amount of $8,562.50. Carried 7-0. Trustee Schroedel moved, seconded by Trustee Grala to approve Warrant 08JUN24E in the amount of $551.14. Carried 7-0. Mayor's Announcements The Mayor announced that there will be a meeting of the Committee on the renovation of the Kingsland Point Park Bathhouse tomorrow, 3une25, 2008, at the bathhouse. The Mayor read turn off notices from Con Ed for 171 North Washington Street, 150 Cortlandt Street, and 49 Depeyster Street. Public Comments - Janine Gunderman of 138 Millard Avenue read a letter to the Board relating to her thoughts on the proposal to not renew the lease with Westchester County. She asked the Board not to return the park to the County. Judith Giordano of 89 New Broadway talked on behalf of keeping Kingsland Point Park under the management of the Village. Bill Hamilton of 10 Highland Lane spoke about Kingsland Point Park and asking if we could increase the fee to get into the park and the Board should be focusing on the solution of money. Michael Krizman of Manlius, New York who owns 27 Tappan Avenue spoke about the problems he has been having with the inaccurate assessment of his property. He gave a letter to the Village Clerk to be forwarded to Robert Balog for review. 2 �Ralph Gunderman of 138 Millard Avenue thanked the Mayor and Trustees for their hard work in trimming Village spending. He is concerned though about what happens to the quality of life if Kingsland Point Park is returned to County management. He asked the Board to view this process with an eye not only to what can be saved, but also what can be lost. Trustee Reports Trustee Schroedel advised that a subcommittee has been formed to discuss the potential elimination of the Village court. They did not meet this week; need more input. Wants to float the idea that a citizens committee be formed to help make this decision prior to the deadline of the next election to come to a reasonable decision and consensus. He has discussed this with Finance Committee who has the same consensus to form a group of citizens to evaluate the pros and cons of the economics of this and quality of life of the decision. Finance Committee also met to discuss the proposed allocation change in the Library budget and Trustee Grala will draft a letter to the Village of Tarrytown. Trustee Caposseia read the Department of Public Works report (see attached) Trustee Caposseia reported that the Recreation Subcommittee met last Wednesday with Robin to discuss staffing for summer at Kingsland Point Park, Rev. Sykes Park and 126 College Avenue and also discussed the ball field maintenance through the summer. Discussed Douglas Park swings; looking to make a salary adjustment for one person in the After School Program; Subcommittee reached agreement that some of the parks personnel should work on 4th of July weekend to do garbage as the day goes on and DPW and Parks to work along with the hires that Robin has taken on; discussed the need for the turf groomer at Barnhart Park, the two turf fields need to be groomed; discussed keeping dogs off the turf fields and the need for appropriate signage and policing of the park. Trustee Wray advised that the sports turf needs to be taken care of properly. Trustee Caposseia noted he was advised by General Foreman Richard Gross that the following employees have completed their 12 months of probation: Charles DePaolo, Jose Grulion, and Edward Roncancio. Trustee DeMilia-Powers reported that the Administration Subcommittee met with Diane Jacobson and a representative of the IT company, WSG, to go over the new contract and billing issues. Trustee Grala advised that she had been to a Library meeting and everything is going well. The Library is trying to increase the Spanish collection and relocate the collection to a better area in the library. Trustee Grala reported on behalf of the Communications Subcommittee that there is a consortium committee working on negotiation of the Cablevision contract and that Mr. Al Cohen will be attending the meeting. She thanked Mr. Cohen for his attendance. Mr. Cohen will be advising our new Administrator of the negotiations. 3 �Trustee Grala advised that the Communications Committee would like to see more filming of the other Village board meetings. She will be asking Daphne to work with the boards on this issue. Trustee Grala followed up on the dog park; she believes it is very successful. The dog park committee would like to add another dog park possibly in the inner Village. Sean is to give a report to the Board on the availability for a dog park. Trustee Wompa reported on the meeting with the Sleepy Hollow Chamber of Commerce and coordinator for the Ginsburg Development relating to Ferry Go Round and the Beekman Avenue Street Fair on September 14th. There will be a further meeting in two weeks with Chief Warren, Sean McCarthy and Richard Gross to discuss coordination of event. Trustee Wray reported that the Public Safety Subcommittee will be meeting this coming Thursday. The Subcommittee is looking forward to seeing the auxiliary police deployed in Kingsland Point Park this weekend. Discussion ensued relating to enforcement of laws, self policing and use of cameras at our parks. Administrator's Report - The Acting Administrator reported on the completion of Barnhart Park including final grading, topsoil, seeding, fencing to be installed and stone work on Andrews Lane, signage; Police Chief is looking for a camera system for the park. Resolutions - See attached. Old Business - Trustee Wray would like the Board to see numbers on the Cold War Veteran's exemption. Trustee Capossela asked Sean McCarthy for an update on Peter Grotto Plumbing. New Business - None. Communications, Petitions & Requests Mayor read letter from the Fire Department of personnel action taken by the Board of Fire Wardens on June 11, 2008 electing Dragon Jukic and Paul Cockrill to active membership in Union Hose Engine Company No. 2. Moved by Trustee Schroedel, seconded by Trustee Grala to confirm the action. Carried. The Mayor read a letter from Mrs. Edna Belanich relating to garage sale fliers. The Village Clerk read a letter from Robert D. Bring, Esq. on behalf of Yai Corporation d/b/a, Thai Garden, advising they will be applying for a Renewal of an On Premises Liquor License at 128 Cortlandt Street. 4 �The Village Clerk read a letter from Janice M. Penn advising that an On Premises Liquor License Application is being applied for by Finalmente Trattoria of Westchester LLC for premises located at 31 Beekman Avenue. Public Comment - None. Members of the Cultural Group & Ecuadorian Tradition Senor de Giron, Inc. thanked the Mayor and Board of Trustees for the new Bamhart Park. They would like to be included in the ribbon cutting of the park. Donald Caetano of Lawrence Avenue asked the Board to look into the signs in the stores on Beekman Avenue, says that the liquor licenses are supposed to be seen from the windows; and the Fire Department should get on the stores relating to fire extinguishers. Mayor read the New York Public Interest Research Group (NYPIRG) letter of intent from Andrew Morrison, Community Outreach Supervisor, advising their outreach plans to be in the Village during the period June 23 through July 24, 2008 which has been approved by Lt. Camp. At 8:40 p.m. Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to go into Executive Session to discuss legal issues. Carried. At 9:40 p.m. Trustee Grala moved, seconded by Trustee Wray to adjourn the Executive Session where no action was to be taken. Carried. Trustee Schroedel moved, seconded by Trustee DeMiiia-Powers to adjourn the Board meeting at 9:41 p.m. Respectfully submitted, 5 �DPW REPORT FOR June 24, 2008 Hydrant Flushing complete- New hydrant installed on Evergreenway. New Hydrants to be installed at Cortlandt & Depeyster and Kendall Ave. Divison St. Paving job Complete Crosswalks and Parking Lines being painted Central Firehouse apron repaired Exit door at Union Hose Firehouse replaced Hedges on Riverside Dr. Trimmed Walk path installed at Kinglands Point Dog Park (2) Solar lights installed at Dog Park & Curb Replacement on going �Meeting Date: Resolution #: 06/24/08 06/143/08 Resolution of the Mayor and Board of Trustees of the Village of Sleepy Hollow Setting a Public Hearing WHEREAS, Estate of Laurance Rockefeller, the owner of record of a ±12.5 acre parcel of land located on North Broadway, referred to as Section 110.15, Block 2, Lot 35 (hereinafter the "Property") in the Village of Sleepy Hollow; and WHEREAS, on or about January 28, 2008, a petition was submitted to the Mayor and Board of Trustees of the Village of Sleepy Hollow (Village Board) in which said petition seeks to rezone the Property from R-l, One Family Residential to CEM, Cemetery for the purposes of continuing the existing cemetery use; and WHEREAS, the Village's Waterfront Advisory Committee has reviewed the proposed rezoning and have found it to be consistent with the goals and policies outlined in the Village's Local Waterfront Advisory Program; and WHEREAS, the Village Planning Board has reviewed the proposed rezoning as required under Chapter 62-53.B of the Zoning Code and have provided the Village Board with their recommendation in favor of the proposed rezoning. NOW, THEREFORE, BE IT RESOLVED that the Village Board, based on the recommendations from the other various Boards and Committee serving the Village, does hereby schedule a public hearing on the proposed rezoning of approximately 12.5 acres of land located on the east side of North Broadway (U.S. Route 9), north of the existing Sleepy Hollow Cemetery, and west of the Old Croton Aqueduct, in the Village of Sleepy Hollow for July 29, 2008 at 7:00 p.m. at Village Hall, 28 Beekman Avenue, Sleepy Hollow, New York. Moved: Trustee Grala Seconded: Trustee Wompa Vote: 6-0-1 By Roll Call: Trustees Schroedel, DeMilia-Powers, Grala, Wompa, Wray and Mayor Zegarelli vote: yes; Trustee Caposseia Abstains 1 �Meeting Date: Resolution No: 06/24/08 06/144/08 RESOLUTION APPOINTING ANTHONY GIACCIO VILLAGE ADMINISTRATOR FOR THE VILLAGE OF SLEEPY HOLLOW WHEREAS, the Village of Sleepy Hollow ("Sleepy Hollow") has by local law created the position of Village Administrator for the operation and governance of its Village; and WHEREAS, a vacancy has occurred for this position in Sleepy Hollow; and WHEREAS, Sleepy Hollow has, with the assistance of a consultant, conducted a thorough and exhaustive search for a new administrator; and WHEREAS, as a result of that search, Sleepy Hollow believes that Anthony Giaccio is the most suitable and qualified candidate available for this position. NOW THEREFORE BE IT RESOLVED, that upon appointment of the Mayor and confirmation of the Board of Trustees, Sleepy Hollow offers the position and appointment of Village Administrator to Anthony Giaccio of Ardsley, New York for a period of three (3) years at an annual salary of $135,000 commencing on July 21, 2008, all subject to an employment agreement to more fully describe the rights and obligations of the parties; and BE IT FURTHER RESOLVED, that the Mayor herebyis authorized to execute the employment agreement on behalf of Sleepy Hollow. Moved: Trustee DeMilia-Powers Seconded: Trustee Capossela Vote: 7-0 �Meeting Date: Resolution No.: 06/24/08 06/145/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Execution of an IMA by and between the Villages of Sleepy Hollow and Tarrytown for the Operation of the 2008 Summer Day Camp WHEREAS, a series of meetings have been heid with representatives of the Village of Tarrytown to define the parameters of the joint operation of the 2008 Summer Day Camp; and WHEREAS, a Draft IMA has been prepared detailing said understandings; and WHEREAS, the Board of Trustees of the Village of Sleepy Hollow fee! that it is in the best fiscal interests of the Village and prospective summer day campers to pursue a joint summer day camp operation. NOW, THEREFORE, BE IT RESOLVED that the Mayor is herein authorized to execute the attached IMA once in final form and approved by Village Counsel. Moved: Trustee Grala Seconded: Trustee Wompa Vote: 7-0 �AGREEMENT made as of the day of , 2008 by and among the VILLAGE OF TARRYTOWN, a municipal corporation of the State of New York, the VILLAGE OF SLEEPY HOLLOW, a municipal corporation of the State of New York, and THE UNION FREE SCHOOL DISTRICT OF THE TARRYTGWNS. WITNESSETH: WHEREAS, the Villages of Tarrytown ("Tarrytown") and Sleepy Hollow ("Sleepy Hollow") presently administer summer day camp programs to serve the youth of Tarrytown and Sleepy Hollow, and WHEREAS, the Tarrytown and Sleepy Hollow operated a joint Day Camp program in 2006 and 2007, and WHEREAS, this agreement shall memorialize the understanding of the parties concerning the operation of the 2008 Tarrytown/Sleepy Hollow Summer Day Camp Program. NOW, THEREFORE, the parties agree as follows: 1 • Year 2008: This Agreement establishes a third Summer Day Camp Program ("SDCP") to be administered for the 2008 Summer Day Camp session. The parties agree to reserve the right to continue or discontinue this merged summer camp program in subsequent years. The parties further agree to operate this joint day camp program as detailed below. 2. Administration: During this third SDCP, Tarrytown will act as Agent for and provide general program administration, oversight and coordination of the summer day camp including, in the general definition and roles, as: A. Registration and receipt of day camp fees; B. Bookkeeping for allfinancialtransactions related to the summer day camp activities. C. Purchasing of needed supplies and materials; D. Arranging, coordinating and paying for all trip activities; E. hi consultation and coordination with Sleepy Hollow, hiring and selection of counselors and other day camp staff. 1 �3. Sleepy Hollow's Role: At all times and regarding all of the above items, Sleepy Hollow will participate fully in the operation of the SDCP and will be keptfollyapprised and offered the opportunity to participate or inspect records and, in general, have full opportunity to participate, review or otherwise be fully involved with all day camp operations. In the event of a dispute, the Mayors and Administrators of Tarrytown, Sleepy Hollow and School will meet with day camp and school personnel to resolve said disputes. 4. Fees: A uniform schedule of fees will be established and attached to this Agreement and made a part hereof as "Exhibit I". Included in this new fee schedule is an "afternoon session" rate designed to accommodate summer school children. Adoption of the program fee schedule will be reviewed and acted upon by separate action of the respective Boards of Trustees. 5. Contributions: Tarrytown and Sleepy Hollow will each contribute $30,000.00 payable on or before July I, 2008 to be held in escrow in a separate, designated Tarrytown account, said funds to be utilized for scholarships to income eligible residents of the respective Villages who qualify for the school lunch program of the Tarrytown schools. 6. School Assistance: The School herein agrees to seek to provide assistance in addition to the use of School facilities by providing assistance in the verification of eligibility of prospective day campers for scholarship assistance. 7. Income/Expense Budget: The parties acknowledge that in this third pilot day camp year, a budget representing a reasonable estimate of a proposed income and expense budget will be prepared. Said budget must be reviewed and acted upon by subsequent board action. 8- Deficit: The parties herein acknowledge the income/expense budget will be developed with a contingency component to cover income/expense short falls and it is the parties' intent to operate the day camp in such a way as to incur no deficit. If, through any Act of God, emergency, or unforeseen circumstances beyond the control of the parties hereto, an overall deficit is incurred in the costs of operating the day camp program, Tarrytown and Sleepy Hollow shall pay an equal share of such deficit. 9. Financial Reporting: It is mutually agreed by and between the parties that Tarrytown, Sleepy Hollow and School shall simultaneously be provided with a financial report of the day camp program by September 28, 2008. 2 �10. Insurance: Tarrytown, Sleepy Hollow and the School shall each provide certificates of insurance naming the other parties as additional insured for the operation of the summer day camp program. Each party to this agreement will provide the following minimal insurance limits: one million [$ 1,000,000.00] dollars per occurrence andfivemillion [$5,000,000.00] dollars in aggregate. 11 • Liability: It is agreed that the Parties to this Agreement shall hold each other harmless for any and all actions arising out of the reasonable and responsible implementation of this Agreement. 12. Arbitration: Should a problem arise in which Tarrytown and Sleepy Hollow cannot reach a mutually satisfactory resolution, third party arbitration will be exercised through the American Arbitration Association. The costs for such Arbitration will be split 50/50 between Tarrytown and Sleepy Hollow. 13. Renewal: During the month of November, representatives for Tarrytown, Sleepy Hollow and School shall convene for the purpose of establishing the terms and conditions for renewal of the Agreement. Should agreement be reached on a renewal Agreement, it will be subject to authorizationfromthe respective Boards of Tarrytown, Sleepy Hollow and School. 14. Effective Date: This Agreement shall become effective on February 1, 2008, and shall remain in effect up to and including August 31, 2008. VILLAGE OF TARRYTOWN Drew Fixell, Mayor VILLAGE OF SLEEPY HOLLOW Philip E. Zegarelli, Mayor 3 �THE UNION FREE SCHOOL DISTRICT OF THE TARRYTOWNS Howard Smith, Superintendent By order of the Board of Trustees of the Village of Tarrytown on (resolution attached): , 2008 By order of the Board of Trustees of the Village of Sleepy Hollow on (resolution attached): , 2008 4 �Meeting Date: Resolution Ho: 06/24/08 06 /146/08 RESOLUTION AXJmOE23NG SETTLEMENT OF TAYLOR HOLDING V. VILLAGE OF SLEEPY HOLLOW WHEREAS, the Village of Sleepy Hollow ("Sleepy Hollow3') has pending against it wi Supreme Court, Westchester Comity tax petitions c&alienghag the real property assessment of those parcels owned by Taylor Holding Corp ('Taylor*) for the years 2005,2006, 2007, and WHEREAS, these claims have been evaluated by fhe Village Assessor and litigated by -the Village Attorney and it is (heir position that the proposed settlement of these claims is k the best interests of Sleepy Hollow, .and WHEREAS, this settlement will be wtthont interest, court costs or appraisal costs to Sleepy Hollow, NOW THEREFORE BE LT RESOLVED, that the Village Attorney is authorized to execute a stipulation of settlement in the following amounts: Assessment Year Original Assessment Revised Assessment Assessment Re&uet 2005 180,100 134,000 46,100 2006 180,100 136,000 44,100 2007 180,100 136.000 44,100 Moved:_Trust:ee Schroedel , Seconded: Trustee Hrav Vote: . 7-rQ �Meeting Date: Resolution #: 06/24/08 06/147/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Submission of Grant Application to Fund Broadway Landscaping and Beautification Project WHEREAS, Broadway as it traverses the Village of Sleepy Hollow has been designated as a "Scenic Byway" by the New York State Department of Environmental Conservation; and WHEREAS, Broadway is the major artery through Sleepy Hollow, and has great significance to tourism as the main route to the majority of historic sites in and around the village; and WHEREAS, along sections of Route 9 there are a number of islands with landscaping in deteriorated or unattractive condition, including the Headless Horseman Statue island, the islands at entrance streets to Philipse Manor, and the entrances to Peabody Field and Phelps Hospital Center; and WHEREAS, in spite of the installation of larger and more visible signage, trucks and other vehicles will frequently fail to swing west with Route 9 and will enter New Broadway in error, finding insufficient space for a large truck or tractor-trailer to turn around, causing traffic problems; and WHEREAS, realigning the intersection by constructing a landscaped island is proposed to guide traffic to stay on Route 9; and WHEREAS, the Village was awarded a $732,782 TEP grant in 2006 and has applied for $300,000 in CDBG funds which, together with their required matching funds components, will pay for phase I of the proposed Route 9 beautification project, including streetscape improvements between Wildey Street and Gordon Avenue, and the installation of HRTW signage along Route 9 to highlight the historic and civic sites and help guide tourists to their destinations. This phase I project will fill Broadway's current streetscape improvement gap, but the scope of work does not include landscaping and beautifying the islands detailed above or the realignment of the intersection at Route 448 and New Broadway; and WHEREAS, a grant funding source has been identified to undertake this program of landscaping and beautification, which requires a 20% Village match. �NOW, THEREFORE, BE IT RESOLVED that Philip E. Zegareili, Mayor of the Village of Sleepy Hollow, is hereby authorized and directed to file an application for funds from the New York State Department of Transportation in accordance with the provisions of the Transportation Enhancements Program, in an amount not to exceed $560,000, for an estimated total project cost of $700,000, and upon approval of said request to enter into and execute a project agreement with the State for such financial assistance for the Broadway Beautification Phase II project of landscaping and beautification on Route 9, and BE IT FURTHER RESOLVED that the Mayor is herein authorized to take any and all such steps as are necessary to effectuate the intent of this resolution. Moved: Trustee Wompa Seconded: Trustee Grala Vote: 7-0 �Meeting Date: Resolution #: 06/24/08 06/148/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Use of Rev. Sykes Park by Open Views Youth Program WHEREAS, the Mayor and Board of Trustees have received a request from The Open Views Youth Program of the Tarrytowns to utilize Reverend John Sykes Park on Saturday, July 5, 2008, (with a rain date of July 12, 2008) from 12:00 noon to 8:00 p.m., and WHEREAS, the Mayor and Board of Trustees strongly support the proposed Open Views Youth of the Tarrytowns program activities. NOW, THEREFORE, BE IT RESOLVED that the request for utilization of Reverend John Sykes Park on Saturday, July 5, 2008 with a rain date of July 12, 2008 is herein approved. Moved: Trustee DeMilia-Powers Seconded: Trustee Wompa Vote: 7-0 �Meeting Date: Resolution #: 06/24/08 06/149/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Approving the Briggsville Neighborhood Association July 4th Bicycle Parade BE IT RESOLVED that the Board of Trustees hereby approves the Briggsville Neighborhood Association July 4th Bicycle Parade. Moved: Trustee Grala Seconded: Trustee DeMilia-Powers Vote: 7-0 �Meeting Date: Resolution #: 06/24/08 06/150/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Approving the Engagement of Proskauer Rose LLP BE IT RESOLVED that the Board of Trustees of the Village of Sleepy Hollow does hereby approve engaging the professional services of Proskauer Rose LLP in accordance with the terms of the attached engagement letter dated June 24, 2008 and that the Mayor is hereby authorized to execute the approved contract. Moved by: Trustee Schroedel Seconded by: Trustee Wray Vote: 6-1 By Roll Call: Trustees Schroedel, Capossela, DeMilia-Powers, Grala, Wompa and Wray vote: yes; Mayor Zegarelli votes: no �D D O C 1 / A 1 | C D PKOSKAUER D A C C I i D ROSE LLP 1585 Broadway BOCA RATON BOSTON CHICAGO LONDON LOS ANGELES NEW ORLEANS New York, NY 10036-8299 jjfJ({RK Teteptone 212.969.3000 SSIAULO Fax212.969.2900 WASHINGTON Edward S. Kornreich Member of the Firm Direct Dial 212.969.3395 ekornreich@proskauer.com June 24, 2008 By Overnight Courier Hon. Philip E. Zegarelli Mayor Village of Sleepy Hollow Village Hall 28 Beekman Avenue - 2nd Floor Sleepy Hollow, New York 10591 R-e: Engagement of Proskauer Rose Dear Mayor Zegarelli: Thank you very much for asking us to represent the Village of Sleepy Hollow (the "Village") in connection with the review of issues related to development of the General Motors site and related matters (the "Project") as reflected in Exhibit A hereto. We are writing pursuant to Part 1215 of the Joint Rules of the Appellate Division of the State of New York to confirm the terms of our engagement regarding such representation. Unless otherwise agreed, our representation of the Village does not include the representation of its parent, subsidiaries or other affiliates. Unless otherwise agreed, the terms of this letter shall apply to this representation and any additional matters that we handle on the Village's behalf. Fees and Billing. Our fees will be determined in accordance with our normal billing practices, taking into account the various factors we normally consider in determining our fees, and will be billed on a monthly basis. Our fee structure is based on the premise that all statements are due and payable upon receipt, but in any event no later than 30 days after the date of the statement. Our normal billing practice is to determine fees by multiplying the number of hours spent working on a matter by our regular and customary billing rates for similar services performed by the firm. The minimum billing increment is ordinarily 1/4 hour. As we discussed, my current billing rate is $675 per hour. Although I will be the attorney primarily responsible for the Project, it is my intention to enlist the services of other attorneys and personnel employed or 6784/60145-266 Current/11328724v4 06/24/2008 03:58 PM �PROSKAUER ROSE LLP Hon. Philip E. Zegarelli June 24, 2008 Page 2 associated with the firm including Robert J. Kafin and Gail S. Port. Robert's current billing rate is $805 per hour, and Gail's current billing rate is $695 per hour. These rates, however, may be changed by the firm in the future, in which case new rates will apply to all work performed thereafter. As we have discussed, Robert and Gail will be available as necessary for all legal advice and analysis related to the Project. In the attached Exhibit A, we have set forth what we believe to be a realistic estimate for the legal fees for the Project. You should be aware, however, that this estimate is subject to a number of variables that are not within our control. In view of the Village's nonprofit status, we agree to afford the Village an across-theboard discount of 10% from our regular hourly rates (including the rates set forth above) for services rendered in connection with the Project. This fee reduction is conditioned on your agreement that that our fees are due and payable upon your receipt of our statement of them, but in any event no later than 30 days after the date of the statement. Charges and Disbursements. Charges and disbursements are not covered by the retainer and will also be billed to you on a monthly basis after they are incurred and recorded by our accounting department. Attached as Exhibit B is a list of the basis on which we will bill you for certain disbursements we made on your behalf and charges for certain services. From time to time in the course of this engagement, it may become necessary to incur large expenses in your behalf, for example, for consultants, local or associated counsel, experts, filing fees (including for corporate or real estate transactions), printing and outside reproduction, deposition or trial transcripts, and graphics and trial exhibits. In order to assure mat these services are obtained expeditiously and to avoid the necessity of advancing large amounts on your account, we will arrange for payment of vendors for such expenses by one of the following methods, after consulting with you: (1) direct billing to you by the vendor for the services rendered by the vendor; (2) payment by us of invoices for services rendered on your behalf, with a request for immediate reimbursement upon presentation to you of a paid invoice; or (3) the establishment of a deposit with us, in advance, to provide funds to pay anticipated expenses of those types. Although we will ordinarily bill you monthly for the fees, disbursements and charges of the preceding month, we may occasionally defer billing for a given month (or months) if the accrued amounts do not warrant current billing or if other circumstances would make it more convenient to defer billing. We expect that you will review all bills promptly and report any questions to us within 30 days. 6784/60145-266 Current/11328724v4 06/24/2008 03:58 PM �PROSKAUER ROSE LLP Hon. Philip E. Zegarelli June 24, 2008 Page 3 Retainer. I am enclosing a statement for our retainer for services to be rendered to the Village in connection with the Project. As discussed, our retainer is intended to be only a prepayment for services actually rendered by us and any amount remaining upon completion of the Project would be returned to the Village. We will credit our fees for services in connection with the Project against the retainer and, if and to the extent such fees exceed the retainer, we will bill them in accordance with our normal practice after fully applying the retainer. Waiver of Conflicts. Proskauer represents that it not currently engaged by General Motors Corp. ("GM") and that it will not undertake representation of GM for the duration of the Project. You acknowledge that we are a large general service firm representing numerous •"• clients, nationally and internationally, over a wide variety of industries and businesses and in a wide variety of matters and that the possibility exists that the interests of some of our other clients may diverge from your interests in matters unrelated to the Project. We want to be fair to you as well as to our other clients and thus we do not want our work on the Project to foreclose us from representing other clients in other matters, including litigation and other adversarial proceedings, not directly related to the Project or requiring the disclosure of your confidential information. Therefore, with the exception of conflicts related to the representation of GM, you agree to, and do, waive any conflict of interest which may be deemed to arise as the result of any such other representation and agree not to seek to disqualify or otherwise prevent our firm from representing other clients in such matters by reason of our work on, or representation of the Village in connection with, the Project, or our possession of confidential information of the Village. We will preserve your confidences and secrets, and you likewise acknowledge that we may obtain confidential information from another client that may be of interest to you but which we will be unable to share with you. Termination of Representation. We have the right to withdraw from representing you if you deliberately disregard, or fail substantially to fulfill, your obligation to pay our invoices to you for legal fees, disbursements and/or charges. Without limiting in any way our general legal and ethical rights to withdraw from representing you, you agree that you will be deemed to have deliberately disregarded and failed substantially to fulfill your financial obligation to us if you allow any of our invoices to you to remain outstanding for a period of 90 days. If we elect to terminate our services and decline to represent you further, our right to be paid all our previously incurred, but unpaid fees, charges and disbursements will not be affected. You agree that we have the right, in our sole judgment, and if we repay any unused portion of the retainer, to resign as counsel to the Village in connection with the Project (including terminating any involvement with the Village and resigning any representation of the Village that may exist at any time) (i) in the event the Village takes any action, directly or indirectly that we deem to be in any manner adverse to the interests of our other clients (present or future), or (ii) in the event we consider any continued representation of the Village in connection with the Project to be prejudicial to our representation of our other clients (present or 6784/60145-266 Currenf/11328724v4 06/24/2008 03:58 PM �PROSKAUER ROSE LLP Hon. Philip E. Zegarelli June 24, 2008 Page 4 future). Such resignation shall not affect our right to be paid all our previously incurred but unpaid fees, charges and disbursements. The Village agrees not to raise any objection to any such resignation or termination or our continued representation of our other clients. In the event of our resignation as counsel to the Village, upon the Village's written request, we will promptly return to the Village or destroy each document (including copies) containing confidential information concerning the Village supplied by or on behalf of the Village in connection with our representation of the Village, unless and only to the extent that retention by us is deemed by us to be required or material in connection with any then pending or contemplated proceeding or claim. If we elect to resign as counsel, you agree to cooperate and facilitate such resignation by retaining substitute counsel or otherwise. You have the right to discharge us at any time. If you do, our right to be paid all our previously incurred, but unpaid fees, charges and disbursements will not be affected. In the event that a dispute arises between us relating to our fees, you may have the right to arbitration of the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of New York State, a copy of which will be provided to you upon request. Publicity. Periodically, we distribute materials which include listings of representative clients. Accordingly, we want you to be aware that we may refer in our materials to our representation of the Village. Of course, this will never involve the disclosure of any confidential information, If you have any questions about anything in this letter or need more information about any aspect of our engagement, please call me at any time. If you agree that the foregoing accurately reflects our understanding, please sign and return the enclosed copy of this letter. We appreciate your entrusting us with this matter and look forward to working with you. Very truly yours, Agreed to and Accepted on this day of 6784/60145-266 Currenl/11328724v4 , 20 06/24/2008 03:58 PM �PROSKAUER ROSE LLP Hon. Philip E. Zegarelli June 24, 2008 Page 5 Attachments cc: Robert J. Kafin Gail S. Port 6784/60145-266 Current/11328724v4 06/24/2008 03:58 PM �Exhibit A 6784/60145-266 Current/11328?24v4 06/24/2008 03:19 PM �PROSKAUER ROSE LLP VILLAGE OF SLEEPY HOLLOW INITIAL SCOPE OF WORK AND COST ESTIMATE J- Identify Village's Goals and Objectives To do we would: A. Meet with Village Board B. Meet with Village Planning Board C. Meet with appropriate Village Officials D. Meet with Joel Sachs E. Meet with consultants used by the Village F. Determine the Village's desired outcome, and acceptable alternatives H. Review Applicable Agreements A. B. C. nr. Review History of Special Use Permit Application A. B. C. D. E. IV. Application Materials Amendments and Supplements Internal review materials, including consultant reports Public comments, including transcripts of public hearings Planning Board and Village Board resolutions Review History of SEORA Process and SEORA Documents A. B. C. D. E. F. V. All Agreements with General Motors ("GM") All Agreements in the public record between GM and others Any intermunicipa! agreements Environmental Assessment Forms Draft Environmental Impact Statement(s) Public comments, including transcripts of public hearings Final Environmental Impact Statement(s) SEQRA public notices SEQRA findings statement Review Status of Site Remediation A. B. C. D. £. All site evaluation reports NYSDEC and/or USEPA materials VCP or BCP applications, orders, agreements, etc. Feasibility Studies, Remedial Action Plans and Remedial Reports Site monitoring data 1 © 2008 Proskauer Rose LLP �SSSSSS PROSKAUER ROSE LLP VI. Review Previous and Pending Reiated Litigation A. B. C. VII. Identify Strategic and Tactical Options A. B. C. C. D. E. F. VIII. Lawsuits by GM Lawsuit byTarrytown Any other lawsuits or threatened lawsuits Actions the Village might take by itself Litigation options Alternative dispute resolution options (arbitration, mediation, etc.) Legislative options Actions that can be sought from other government agencies Business and financial options Public and community relations Determine Budget and Cost Feasibility To Imptement Most Favorable Options * * * We estimate that our fees for the foregoing, assuming a basic level of review and one meeting for each of I. A. - E. above, would be $50-75,000. 2 ©2008 Proskauer Rose LLP �Exhibit B 6784/60145-266 Current/11328724v4 06/24/2008 03:19 PM �SCHEDULE OF CHARGES AND DISBURSEMENTS Effective January 1, 2008 Attached is a list of disbursements regularly made by Proskauer lawyers on behalf of clients and charges for services which our firm may provide in the course of a legal matter. Included is an explanation of the basis on which clients are billed for a disbursement or charge. This schedule is subject to change from time to time. If you have any questions, please feel free to direct them to Elly Rosenthal, Proskauer's Chief Financial Officer (212-969-5105), or to discuss them with the lawyer at our firm with whom you deal concerning billing issues. DISBURSEMENTS The actual amount to be paid by Proskauer to a third party vendor for the following services will be billed to the client Client hand deliveries by outside vendors Copying and document retrieval fees charged by government agencies or service companies Expert Witness Fees Fees of registered agents and corporate service companies Filing Fees of Courts and Administrative Agencies Food service during conferences and other meetings on behalf of a client Messenger Service Outside Consultants, including accountants, other law firms, investigators and translators Postage 6784/60145-266 Current/11328724v4 06/24/2008 03:19 PM �Printing or Outside Reproduction charges including document binding Transcripts, Court Reporters Travel on client business, including transportation, lodging and meals provided by third parties Velobinding CHARGES The charges described below do not necessarily reflect the precise amount we pay to outside vendors, but are intended to compensate our firm for all aspects of the service provided. Thus, these charges may include as allocation of overhead expenses or other expenses we incur that are directly associated with the provision of the service in question. Type How Client Is Billed Automobile travel on client business $.505/mile Computer aided research (Lexis, Westlaw, Nexis, etc.) Standard rates set by vendor Fax - incoming only No charge Fax - outgoing only $1.00 per page Overnight deliveries (UPS, etc.) Provider standard rate tariff Proofreading services $45/hour Reproduction - in-house $.20 per page Secretarial overtime $55/hour Telephone - local No charge 6784/60145-266 Current/11328724v4 06/24/2008 03:19 PM �Telephone - long distance Equal to or less than the AT&T Measured Telecommunications Services Tariff Word Processing services $55/hour 6784/60145-266 Current/11328724v4 06/24/2008 03:19 PM �June 24, 2008, Hon. Philip E. Zegarelli Mayor Village of Sleepy HollowVillage Hall 28 Beekman Avenue - 2nd Floor Sleepy Hollow, New York 10591 PROSKAUER ROSE LLP 1585 Broadway New York, NY 10036-8299 Retainer as per engagement letter dated June 24, 2008. Wire transfer instructions: Citibank, N.A. I l l Wall Street New York, New York 10005 Proskauer Rose LLP Acct. No. 028-38341 ABA #.-021-000089 6784/60145-266 Current/8715892v1 Employer identification No. 13-1840454 $ 10.000.00 �Meeting Date: Resolution #: 06/24/08 06/151/08 BE IT RESOLVED that the Board of Trustees does hereby confirm the Mayor's appointment of Amanda Purcell of New York, NY as a seasonal employee in the Treasurer's office beginning July 1, 2008 through August 31, 2008 at an hourly rate of $15.00. Moved: Trustee Schroedei Seconded: Trustee Graia Vote: 7-0 �Meeting Date: Resolution #: 06/24/08 06/152/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow BE IT RESOLVED that notwithstanding the By Laws of the Village of Sleepy Hollow, for the month of July meetings will be held as follows: July 1 and July 22 shall be Work Sessions and July 8 and 29 shall be the regular Board meetings; and there shall be no meeting on July 15. Moved: Trustee Wray Seconded: Trustee DeMilia-Powers Vote: 7-0 �Meeting Date: Resolution #: 06/24/08 06/153/08 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Seasonal Workers in Recreation Department BE IT RESOLVED that Robin Pell of the Recreation Department is hereby authorized to hire the persons shown on the attached list at the following rates of pay through September 7, 2008 at 6 p.m. with the Crossing Guards remaining on the payroll: Returning workers at $10.00 per hour New workers at $ 8.50 per hour Crossing Guards - Salary to remain the same. Moved: Trustee Capossela Seconded: Trustee Wray Vote: 7-0 �Name Address Pay Frankie Herrera Russell DeLoatch Nadine Attaway Arthur Reeves Ronald Bertrand John Lofaro Brionna Gamble Amster Garrant James Blaiock John Foreman David Martinez Britney Fitzgerald Tempal Williams I'Asia Ephraim Justin Best Kathy Guzman 87 Depeyster Street 126 Valley Street 126 Valley Street 100 College Avenue 249 N. Broadway 29 Pine Close 126 Valley Street 126 Valley Street 126 Valley Street 1 River Plaza, Tarrytown 48 Clinton Street 19 Irving Place 111 Cortlandt Street 111 Cortlandt Street 107 Cortlandt Street 179 Cortlandt Street $10.00 $10.00 $10.00 Current Pay $10.00 Current Pay $ 8.50 Current Pay Current Pay $10.00 $ 8.50 $10.00 $10.00 $10.00 $10.00 $ 8.50 � 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-2008 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_2008-06-24 Subject The topic of the resource Board of Trustees Minutes-2008 Date A point or period of time associated with an event in the lifecycle of the resource 2008 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