https://sleepyhollow.localarchives.org/files/original/f6941c886ea4f2892db971a010eb960b.pdf f1164b164cc24a36a52cde8ab05a56aa PDF Text Text The Board of Trustees of the Village of Sleepy Hollow held a meeting on Tuesday, August 30, 2011, Village Hall, 28 Beekman Avenue, Sleepy Hollow, and New York. Present: Mayor Kenneth G. Wray Deputy Mayor Thomas Capossela David Schroedel Barbara Carr Bruce Campbell Karin Wompa Evelyn Stupel, Trustees Also Present: Anthony P. Giaccio, Village Administrator Paula A. McCarthy, Village Clerk Richard Gross, Village General Foreman Gregory Camp, Police Chief John Korzelius, Fire Chief At 7:05 p.m. the Mayor called the meeting to order with a pledge to the flag and a moment of silence for Samuel Long, a lifelong resident of Sleepy Hollow, and Frank Rizzi, a lifelong resident of Sleepy Hollow and very active in the Fire Department and local politics. Approval of Warrants: Trustee Carr moved, seconded by Trustee Schroedel to approve the warrant of $581,359,49. It was unanimous. Approval of Minutes: Trustee Carr moved, seconded by Trustee Schroedel to approve the Minutes of 6/14/2011, 8/2/2011, 8/9/2011. It was unanimous. Mayor announcements: Mayor Wray stated he is very pleased that the Village staff and volunteers did a stellar job preparing in advance and taking care of problems as they arose during Hurricane Irene, Mayor also stated that there are still some homes without power in the Village and all are frustrated with Con Ed, but there were no fatalities and no tragedies during this storm. Fire Chief Korzelius addressed the Mayor and the Board of Trustees stating that the Department prepared ahead for the storm by checking all equipments and placing volunteers on standby. The Department responded to numerous calls for assistance with flooded basements. Chief Korzelius expressed concern about people walking along the waterfront, despite warnings that the storm surges could make the riverfront dangerous. He thanked everyone, other departments and Village Officials for their help and support, and strongly advised the public to stay away from the waterfront during storms. �Richard Gross, General Foreman, addressed the Mayor and the Board of Trustees, he was pleased with the weather warnings, which gave the Department ample time to prepare. In addition to several repairs needed to sink holes and storm drains, he stated that there were 8 large trees that came down and numerous others were damaged. He stated that despite power outages, which were mostly restored by Wednesday evening, there was minimal damage in the Village. He also stated that leafs left on the road end up in the storm drains which cause back up and flooding. He thanked the residents for staying off the roads, which makes everyone's job safer and easier. Mayor Wray stated that the Village was alerted ahead of time by the DEC that there may be no water. Mr. Gross stated that the Town of Greenburg gave the Village several million gallons of water. Police Chief Camp addressed the Mayor and the Board and thanked all the Departments for working together effectively. He stated the pre planning was essential. He also warned the public that the storm surges can be a dangerous situation, and that is why the parks had to be closed. Discussion ensued. Mayor announcements: Mayor Wray stated that at this time cablevision customers had no sound on their local TV Village channel but that it would broadcast again with sound. Mayor announced that the Ambulance Corp is now housed at 28 Beekman Avenue for several reasons. He stated the ambulance headquarters building is in need of repairs and the Village does not have the resources to rebuild it. Mayor explained that Fire Patrol moved to the Fire House on Lawrence Avenue to make room for the two ambulances. In addition it is more convenient for the members to respond. The Department of Health met with Mayor and the Acting Captain of the ambulance corps, and was in accordance with this move. Mayor stated that the Village Code is being revised and needs to be reviewed by the Board. All records for the past nine years have to be checked. It is expected to be adopted by the end of November. Public Comments: Mayor opened the meeting to the public at this time and evoked the 5 minute rule. Charblie Curi of North Broadway addressed the Mayor and the Board of Trustees and asked if the Village rules apply to his sister. He also mentioned that he is relocating far away. �Trustee Schroedel - reported that our staff and volunteers did an outstanding job during the Hurricane. He reported that in the month of August the ambulance corps responded to 54 out of 56 medical calls. Trustee Schroedel stated that Shelley Florence Glover, acting ambulance corps captain has asked to be able to implement disciplinary action as needed in the department. Trustee Carr - nothing to report Trustee Campbell - reported that the next Work Session will be at the James Galgano Senior Center and invited the public to come and speak. The communications committee will be meeting tomorrow with the Village of Tarrytown. The Horan's Friends movie night had a turnout of approximately 80 people. Deputy Mayor Capossela - reported that there will be no trash collection on Monday, Labor Day. Ball fields at DeVries Park and Quattro will be closed until further notice due to flooding. Trustee Worn pa - nothing to report Trustee Stupel- nothing to report Administrator's Report: Resolutions: (see attached) (see attached) Old Business: Trustee Wompa stated that she has been working together with resident, John Edwards, to start petitions to save the local post office from closing. Signatures will be sent to government officials. New Business: Trustee Stupel raised the issue of the finance department accepting cash for tax and water payments. Discussion ensued. Mayor asked that the discussion regarding the acceptance of cash be discussed at the next work session. �Public Comments: Mayor opened the meeting to the public at this time and evoked the 5 minute rule. Jack Gasko of Webber Avenue addressed the Mayor and the Board of Trustees and stated that a lot of people in the community have to scramble at the last minute to pay their taxes and to restrict that (taking cash) would be a disservice. There were no further comments at this time. At 8:11 pm on motion by Trustee Carr, seconded by Trustee Schroedel the meeting was adjourned. Respectfully submitted, Paula A. McCarthy Village Clerk �ADMINISTRATOR'S REPORT 8/30/11 HURRICANE IRENE - Police, Fire, Ambulance and DPW all need to be c o m m e n d e d for their work before, during and after the storm. Today we held a post-storm debriefing with Department Heads and identified some areas that need improvement. W e will formulate an updated plan for future weather events. I know some people are unhappy with the response from Con Edison in getting power restored to certain areas of the Village. M a y o r Wray and Village Staff continually called Con Edison in an effort to get crews out to the affected areas. I believe our efforts have been successful since Con Ed crews are working on Route 9 as we speak. BATHHOUSE - There is still no Certificate of Occupancy for the Kathryn W. Davis Bathhouse. The three outstanding issues are the electrical permit, septic tank and sprinklers in the pavilion area. The Building Department met with the County and Scenic Hudson to try and resolve these issues, but I believe it is likely that vendors will not be able to occupy the building this year. DEVRIES PARK PLAYGROUND - The Devries Park Playground work has begun. The work is expected to be completed in mid-October. The ball fields are still playable, but parking is limited. A design for a new protective fence along the Devries Field outfield is being developed and w e hope to have that installed before the playground is completed. KENDALL AVENUE SIDEWALKS - There was a pre-construction meeting today for the Kendall Avenue Sidewalk Project. Work will begin in t w o weeks. The Village will arrange to have parking available on at least one side of the street during construction. COURT WORK- Improvements to the Court Room are almost complete. All the furniture and paneling was sanded and refinished, the walls were painted and new chairs were purchased. All that's left to do is to install a new carpet. The Village received a grant to fund the entire project. �STREET FAIR - A reminder that the Sleepy Hollow Street Fair will take place on Saturday, September 10 from 10:00-5:00. The fair is usually on a Sunday but was moved this year out of respect for 9/11. Also on that date is the Swim-a-thon, which will be held at Kingsland Point Park. �Whereas, the Village of Tarrytown has filed a lawsuit against the Village of Sleepy Hollow opposing the issuance of the Special Permit for the development of Lighthouse Landing; and Whereas, the Village of Tarrytown has disputed Sleepy Hollow's findings and conclusions with regard to traffic and related issues; and Whereas, the firm of STV Incorporated, a traffic engineering firm, performed the traffic studies and submitted the reports regarding the traffic studies during the special permit and environmental reviews during the special permit process; and Whereas, it is necessary for Sleepy Hollow to provide evidence to the reviewing Court that the Village took the requisite "hard look" at all traffic issues and proposed the necessary mitigation measures; Now, therefore, be it resolved the Board of Trustees hereby agrees to retain the services of STV Incorporated to work with special counsel for the Village of Sleepy Hollow to review the traffic impacts analysis and adopted mitigations as contained in the adopted State Environmental Quality Review Act Final Environmental Impact Statement, the Supplemental Findings Statement and related SEQRA documentation; to provide comment to assist in the technical review and preparation of response to said lawsuit; and to provide expert testimony on behalf of the Village of Sleepy Hollow, if necessary; and Be it further resolved, the Board of Trustees authorizes the Mayor to execute a professional services agreement with STV Incorporated to be approved by Village Counsel, and to include in said agreement, the following hourly rates for STV personnel: Steven Scalici, PE $255/hour Patrick O'Mara, PE $178/hour Molly MacQueen, LEED AP $261/hour and Be it further resolved, the Board of Trustees directs that a cap for the total amount for said services be set at $5,000. Moved: Trustee Schroedel Seconded: Trustee Carr Vote: 6-0 �PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on tiie 2nd day oF September 201 I by and between the Village of Sleepy Hollow with principal offices located at 23 Beekman I'lace, Sleepy Hollow, New York ("Client"), and 81V Incorporated with principal offices located at 225 Park Avenue South, New York, New York ("STV"). WITNESSETH W H E R E A S , Client, desires to retain S T V to render and pertorm certain professional services relating to C l i e n t ' s traffic impact analysis and mitigation m e a s u r e s for the I j g h t h o u s e L a n d i n g Project (the " P r o j e c t " ) ; and WHEREAS, STV is willing to render such services in accordance with the terms and conditions in this Agreement. NOW, fHEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the receipt and adequacy of which is hereby acknowledged by the parties, the parties do hereby agree as follows: ARTICLE I - STV'S RESPONSIBILITIES A. STV agrees to perform the professional services (the "Services") described n detail in Exhibit A attached hereto and incorporated herein (the "Scope of Services"). B. STV shall not be required to initiate any work under this Agreement until a written Notice to Proceed has been received from the Client. C. Client may make changes within the Scope of Services to be performed by STV. All changes to this Agreement must be in writing and signed by both Parties. If such changes result in an increase in the STV's costs and/or increase the time required for the nature of performance of the Agreement ("Additional Services'"). STV shall so notify Client within five (5) days of receipt of the change order notification and an equitable adjustment shall be made and the Agreement shall be changed in writing through a change order signed by the Client and S f V . Client expressly agrees STV shall have no obligation to proceed with any Additional Services unless and until both Parties have signed the required change order document. STV shall not be in default hereunder for any refusal to proceed with any Additional Services. D. If required for the Services. STV shall secure and maintain the licenses, professional registrations, permits and other authorizations necessary for S'fV to perform the services identified herein. It is expressly understood that Client is responsible for any and all other peririits, licenses, authorizations, and bonds, including related fees and any administrative fees or any taxes required by any federal, state, or local government law. E. S f V is an independent contractor for this Project, and is not an employee, agent or partner of the Client. �F. S rV will pertoriTi its obligations in a manner consistent with that level of skill and care exercised by members of the same field currently practicing under similar conditions and circumstances at the time such services are rendered (the "Standard of Care"). Fistimates of cost, approvals, recommendations, opinions and decisions by STV are made on the basis of S I V's experience, qualifications and professional judgement and are not to be construed as warranties or guarantees. G. Consistent with the Standard of Care, the Services shall conform to applicable laws, ordinances, codes, rules, regulations and other legal requirements at the time Services are rendered. H. S'fV shall not be required to sign any documents, no matter by whom requested, that would result in STV having to certify, guaranty, or warrant the existence of conditions whose existence S'PV cannot ascertain. Any certification provided by STV shall be so provided based on STV's knowledge, information and belief subject to the standard of care set forth above, and shall be given in STV's professional opinion consistent with the same. STV shall be compensated for any work necessary to verify project compliance with regulatory standards for purposes of such certification. I. STV's opinions of probable construction cost provided pursuant to this Agreement are to be made on the basis of STV's experience and qualifications and, consistent with the Standard of Care, represent STV's judgment as a professional generally familiar with the industry. However, since STV has no control over the cost of labor, materials, equipment, or services furnished by others, or over the methods of determining prices, or over competitive bidding or market conditions, STV cannot and does not guarantee, and shall therefore have no liability in the event that proposals, bids, or actual construction cost will not vary from opinions of probable construction cost prepared by STV. J. During the construction phase of the Project, STV shall not supervise, direct, or have control over a contractor's work, nor shall STV have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by contractor, for safety precautions and programs incident to the contractor's work in progress, nor for any failure of contractor to comply with laws and regulations applicable to contractor's furnishing and performing the work. K. S'FV neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform the work in accordance with the contract documents. L. STV shall not be responsible for the acts or omissions of any contractor(s), subcontractor or supplier, or of any of the contractor's agents or employees or any other persons (except STV's own employees) at the l^roject site or otherwise furnishing or performing any of the contractor's work; or for any decision made on interpretations or clarifications of the contract documents given by Client. ARTICLE 2 - CLIENT\S RESPONSIBILITIES A. Immediately upon execution of this Agreement, Client shall provide available information to S FV regarding the requirements for the Project. SI V shall be entitled to rely upon the accuracy and completeness of all requirements, programs, instructions, reports, data and other information furnished by Client pursuant to this Agreement. �B. Client may designate a representative aiitiiorized to act on its beiiaif with respect to the Project. Client, or such authorized representative, shall render decisions in a tiinely manner pertaining to documents subinitted by SI V in order to avoid unreasonable delay in the orderly and sequential progress of S'I'V's services. C. Client is alone responsible for payment to STV under this Agreement and such duty to pay STV shall not be subject to any third party agreement. ARTICLE 3 - FORCE MAJEURE A. STV will not be responsible for delays attributable to acts of God, acts of third parties, intervention of public authorities, weather, work stoppages, changes in applicable laws or regulations after the date of commencement of performance hereunder and any other acts or omissions or events which are beyond the control of STV. Costs and schedule commitments shall be subject to renegotiations for unreasonable delays caused by Client's or third party's failure to provide specified facilities or information. The time for performance of this Agreement shall be extended proportionately in the event STV is delayed in the performance of this Agreement by such causes and additional compensation may be due STV in accordance with the provisions of hereof. ARTICLE 4 - COMPENSATION A. Client will compensate the STV the amounts set forth in Exhibit B C'Compensation") in accordance with this Agreement and as further described in Exhibit B as may be modified in writing from time to time. STV shall be compensated and paid for all services described herein in the amount not to exceed Five Thousand dollars, ($5,000.00), without client's approval, to be computed in accordance with the Schedule in Exhibit B. Upon submission, not more frequently than once per month, by STV of an invoice for S T V s services. Client will, within thirty (30) calendar days, pay STV for services performed. Time is of the essence in payment of S T V s invoices, and timely payment is a material part of the consideration of this agreement between STV and Client. Invoice amounts in dispute shall not affect Client's obligation to pay remaining invoice charges. C. Unpaid balances shall be subject to an additional charge of one and three quarters (1.75) percent per month from the date of the invoice. In addition, STV may, after giving seven (7) days written notice to Client, suspend services without liability until Client has paid in full all amounts due S r V . Sealed plans, final documents, reports and attendance at meetings/hearings will not be provided unless payment for services is current. If STV is performing services for the Client under multiple projects, invoice payments must be kept current on all projects for services hereunder to continue. Client acknowledges S FV's right to suspend services and withhold plans and documents, as provided above, if payments are not current on all projects. If services are suspended for thirty (30) days or longer, upon resuming services STV shall be entitled to expenses incurred in the interruption and resumption of its services. If services are suspended for ninety (90) days or longer, STV shall be entitled to compensation for all expenses incurred during �the interruption and resumption of its services and fees for remaining services shall be equitably adjusted. Should it become necessary to utilize legal or other resources to collect any or all monies rightfully due for services rendered, STV shall be entitled to full reimbursement of all such costs, including reasonable attorneys' fees and costs, as part of this Agreement. ARTICLE 5- INSURANCE/INDEMNtTY A. STV agrees to c a n y the following insurance during the term of this Agreement: 1. Worker's Compensation and Employer's Liability Insurance in compliance with statutory limits. 2. Professional Errors and Omissions Insurance with limits of not less than ONE MILLION DOLLARS (1,000,000.00) combined. 3. Automobile Liability Insurance with limits of not less than ONE MILLION DOLLARS (1,000,000.00) combined single limit for all motor vehicles owned, rented or used by the STV. 4. Comprehensive General Liability, Bodily Injury and Property Damage Insurance with combined single limits of ONE MILLION DOLLARS (1,000,000.00) per occurrence and in the aggregate. Certificates of insurance will be furnished upon request. If Client requires additional insurance coverage, and it is commercially available, Client agrees to reimburse STV for the expense of carrying such additional insurance. B. The Client and STV shall at all times indemnify and save harmless each other and their officers and employees on account of any claims, damages, losses, litigation, expenses and/or counsel fees arising out of any claims, damages, personal injuries and/or property losses sustained by or alleged to have been sustained by and person or entity, to the extent such claims, damages, losses, litigation, expenses and/or counsel fees are caused by the negligent acts, errors or omissions of the indemnifying party, its employees, or subcontractors in connection with the Services. C. Client agrees to the fullest extent permitted by law, to indemnity, defend, and hold harmless STV, its officers, employees, and subcontractors from and against any and all claims, suits, demands, liabilities, costs, including reasonable attorneys' fees and defense costs, caused by, arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products, or materials that exist on, about, or adjacent to the Project site. ARTICLE 6 - LIMITATION ON LIABILITIES Notwithstanding any other provisions of this Agreement, and to the fullest extent permitted by law, neither party shall be liable to the other for any incidental, special, indirect or other consequential damages incurred due to the fault of the other party, regardless of the nature of the fault or whether it was committed by the Client or STV, or their employees, subconsultants, or subcontractors. Consequential damages include, without limitation, liability for loss of use of the Project or existing property, loss of profits, loss of use, loss of production, or business interruption, however the same may be caused. �Client hereby agrees that, to the fullest extent permitted by law, STV's total liability to Client and any persons or entities claiming by, through, or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Project, the Services, or this Agreement from any cause or causes including, without limitation, S ' f V s negligence, errors, omissions, strict liability, statutory liability, indemnity obligation, breach of contract or breach of warranty shall not exceed Fifty Thousand & 00/100 Dollars ($50,000.00). ARTICLE 7 - OWNERSHIP OF DOCUMENTS All documents including without limitation all drawings and specifications (whether in hard or electronic format) prepared by STV pursuant to this Agreement are instruments of service with respect to the Project. Such documents are not intended or represented to be suitable for reuse by the Client or others on extensions of the Project or on any other project. Any reuse by Client or a third person or entity authorized by Client without written verification or adaptation by STV for the specific purpose intended will be at the Client's sole risk and without liability or legal exposure to STV; and the Client shall release, defend, indemnify, and hold harmless STV from all claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting therefrom. Any such verification or adaptation will entitle STV to additional compensation at rates to be agreed upon by STV and the Client or the third person or entity seeking to reuse said documents. If any information hereunder is provided in electronic format, Client recognizes that such information record on or transmitted as electronic media, including CADD or BIM documents ("Electronic Documents') are subject to undetectable alteration, either intentional or unintentional, due to, among other causes, transmission, conversion, media degradation, software error, or human alternation. Accordingly, the Electronic Documents are provided to Client for informational purpose only and not as record documents. To the fullest extent permitted by law, STV retains the copyright in all written work products, including but not limited to plans, specifications, drawings, calculations, computer programs, and computergenerated materials in any form, produced in connection with the Services hereunder. Subject to the terms and conditions herein contained, STV licenses to Client the use of all written work product produced in connection with the Project on a non-exclusive basis. ARTICLE 8 - NOTICES A. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing, addressed as provided hereinafter to the party to whom the notice or request is given, and shall be either: (i) delivered personally; (ii) sent by United States certified mail, postage prepaid, return receipt requested; (iii) placed in the custody of Federal Express Corporation or other nationally recognized carrier to be delivered overnight; or, (iv) sent via confirmed telecopy or facsimile (fax) transmission. Notice shall be deemed given: when received if delivered personally or sent via telecopy or facsimile transmission with written confirmation of receipt; forty-eight (48) hours after deposit if sent by mail; and twenty-four (24) hours after deposit if sent by Federal Express or other nationally recognized carrier. B. The address of Client for all purposes under this Agreement and for all notices hereunder shall be: �Client Anthony Giaccio, Village Administrator Village Of Sleepy Hollow Village Hall 28 Beekman Avenue -2nd Floor Sleepy Hollow, New York 10591 Phone No. 914.366.5105 Email: agiaccio@villageofsleepyhollow.org The address of S TV for all purposes under this Agreement and for all notices hereunder shall be: STV Incorporated 225 Park Avenue South New York, NY 10003 Phone No. 212.614.7693 Fax No. 212.529.5237 Email Address: molly.macqueen@stvinc.com Attention: Molly S. MacQueen ARTICLE 9 - CONFIDENTIAL INFORMATION In connection with the performance of this Agreement, STV may disclose to Client, through its representative, secret or confidential information consisting of heretofore unpublished technical or other data in which STV or other parties have proprietary rights, patentable as well as unpatentable. All of this information shall be considered confidential information. Client shall not, except as specifically authorized in writing by STV, disclose to any party any technical, confidential or secret information of whatever kind or nature, so long as, and to the extent that, such information remains unpublished. This obligation shall not apply to information which the Client can demonstrate was in the possession or known to it prior to the date of such disclosure as demonstrated by its records. Nor should this obligation apply to information, which Client can establish, has been properly and lawfully made available to Client from third parties who are under no obligation to maintain the confidential nature of this information. Client shall make no copies of any prints or other documents supplied by the STV, unless expressly authorized or directed to do so. ARTICLE 10 - NO WAIVER No failure of either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions hereof. ARTICLE 11 - TERMINATION Either party may terminate this Agreement for convenience upon thirty (30) days written notice. Notwithstanding the foregoing, either Client or STV may terminate this Agreement upon the other Party's material breach of this Agreement, provided that: (a) the nonbreaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (b) the breaching Party does not cure the breach within twenty (20) days following its receipt of such written notice; and (c) following the �expiration o f t l i e twenty (20) days cure period, the nonbreaching Party sends a second written notice to the breaching Party indicating the nonbreaching Party's desire to terminate this Agreement. S TV will be compensated For its services rendered to the date of termination. Termination of this Agreement for any reason whatsoever shall not affect any right or obligation of any party which is accrued or vested prior to such termination, and any provisions of this Agreement relating to any such right or obligation shall be deemed to survive the expiration or earlier termination of this Agreement. ARTICLE 12 - SEVERABILITY If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof and the remaining provisions hereof shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. ARTICLE 13 - SURVIVAL OF PROVISIONS Termination of this Agreement for any reason whatsoever shall not affect any right or obligation of any party which is accrued or vested prior to such termination, and any provision of this Agreement relating to any such right or obligation shall be deemed to survive the termination of this Agreement. ARTICLE 14 - MODIFICATIONS Except as otherwise provided herein, this Agreement may be altered, modified or amended only in writing and signed by both parties. ARTICLE 1 5 - GOVERNING LAW This Agreement shall be governed and professional services shall be performed in compliance with the laws of the State of New York and applicable governmental rules and regulations in effect at the effective date of this Agreement. ARTICLE 16 - INTEGRATION/MERGER CLAUSE This Agreement contains the entire and complete agreement between the parties respecting the Project, and any agreement or representation respecting the Project of the duties of either party in relation thereto in prior negotiations, proposals, orders, representations letter agreements, memorandum or understandings, oral or written, shall be superseded as of the date hereof ARTICLE 17 - BINDING EFFECT Fhe Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns. ARTICL E 18 - THIRD PARTIES Nothing contained in this Agreement shall crate a contractual relationship with, or a cause of action in favor of, a third party against either S I V or Client. S l V ' s Services under this Agreement are being performed on behalf of and solely for the benefit and exclusive use of the Client for the limited purposes of this Agreement and no person or other entity shall have any claim against STY because of this Agreement. In addition, nothing herein shall be construed as creating a contractual relationship between the Client and any STY employee, representative, or consultant. Fhe Client agrees that in the event of a �dispute regarding this Agreement or the Services rendered by STV hereunder, the Client shall only seek recourse against STV and hereby expressly waives any and all right to purse a claim against STV's individual officers, directors, or employees. ARTICLE 1 9 - A S S I G N M E N T Client may not assign or transfer any of its duties, obligations, or interests in this Agreement without the prior written consent of S TV. ARTICLE 20 - DISPUTES S r v and Client agree to negotiate in good faith to resolve any disputes or differences arising under this Agreement. Any dispute that cannot be resolved by negotiation will be submitted to mediation conducted in accordance with the current Construction Industry Mediation Rules of the American Arbitration Association or such other form of non-binding Alternative Dispute Resolution (ADR) as they may mutually agree. STV and Client agree that, in the event their dispute resolution procedures as described above do not resolve any disagreement among them and any party elects thereafter to institute legal proceedings, the forum for any such action relating to this Agreement shall be in the Courts located in New York, New York, either State or Federal. STV and Client hereby irrevocably consent to the jurisdiction of such Courts and waive any defense, whether asserted by motion or pleading, that such Courts are an inconvenient or inappropriate venue. E.xcept to the extent that this Agreement expressly permits a party to suspend performance, pending final resolution of a dispute, the parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement pending a final resolution of a dispute and failure to so proceed shall be considered a default under the terms of this Agreement. [SIGNATURES TO THIS AGREEMENT ON THE FOLLOWING PAGEl �IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement the day and year first written above. Client By:. K m m h i Name: f-^vjRftv Title: STV Incorporated By: Name: Wilham F. Matts, PE Title: Executive Vice President / �EXHIBIT A SCOPEi OF SERVICES FOR FHE VILEAGE OF SEEEPY I lOEEOW Scope of Services: STV Incorporated will support the Village of Sleepy Hollow and its attorneys with review of the traffic impacts analysis and adopted mitigation as contained in the adopted State Environmental Quality Review Act (SEQRA) Final Environmental Impact Statement, the Supplemental Findings Statement and related SEQRA documentation for the Lighthouse Landing project in the Village of Sleepy Hollow (former G M site). STV shall provide comment as requested, and shall assist in technical review and preparation of responses to the Article 78 petition of the Village of Tarrytown. Expert testimony on behalf of the Village of Sleepy Hollow is neither expected at this juncture, nor included in this scope. Kevisctl H/3/11 �EXHIBIT B COMPENSATION Compensation: S'FV will provide timesheets to the Village of Sleepy Hollow documenting personnel, and a progress report documenting activities on behalf of the Village. Upon receipt of said invoices, client will remit payment within 30 days upon client's approval of said invoices. STV Incorporated will provide monthly invoices, with hourly rates as follows: Personnel Hourly Rate Steven Scalici, PE $255 Patrick O'Mara, PE $178 Molly MacQueen, LEED AP $261 Expenses: Expenses will be billed at cost. Mileage reimbursement will be billed at the rate allowed by Internal Review Service policy, or 55.5 cents per mile. Revised X/J/l I S r v Agreement �Resolution of the Mayor and Board of Trustees of the Village of Sleepy Hollow Authorizing a Raise for Certain Non-Union Employees WHEREAS, Mayor and Board of Trustees have reviewed the performance of the following three non-union municipal employees: Sean McCarthy, Richard Gross and Rae Lee; and WHEREAS, The Village Board discussed their respective performances to date, and wish to increase their salaries as follows, Sean McCarthy -1.5%, Richard Gross -1.0%, Rae Lee - 3.5%; and NOW, THEREFORE, BE IT RESOLVED that a salary increase shall be granted to the above employees effective June 1, 2011; and BE IT FURTHER RESOLVED, that these employees shall continue to contribute to their health insurance premium as outlined in a resolution passed on 5/24/2011, which states that all non-union employees paid an annual salary of less than $75,000 shall be required to contribute 10% of their annual health insurance premium and all non-union employees paid an annual salary of $75,000 or more, shall be required to contribute 12% of their annual health insurance premium; and BE IT FURTHER RESOLVED, that all other terms and conditions of their employment shall remain unchanged; Moved: Trustee Capossela Seconded: Trustee Stupel Vote: 6-0 �Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Mayor to sign Inter Municipal Agreement with the County of Westchester for its Bus Shelter Program Whereas, the County of Westchester has requested permission to continue to provide bus shelters in Sleepy Hollow; and Whereas, In exchange for permission to maintain these bus shelters in the Village's right-of-way, Sleepy Hollow will receive 50% of the County's share of advertising revenue, and Whereas, Westchester County has provided a draft five year inter-municipal agreement for Sleepy Hollow to enter into its bus shelter program, Whereas, Village Council has reviewed the inter-municipal agreement and found to be acceptable. Now Therefore Be It Resolved the Board of Trustees hereby authorizes the Mayor to execute a five year inter-municipal agreement with the County of Westchester for its bus shelter program. Moved: Trustee Schroedel Seconded: Trustee Carr Vote: 6-0 �INTERIM UN ICI P A L A G R E E M E N T T H I S A G R E E M E N T entered into this day o f , 2 0 _ by and between T H E C O U N T Y O F W E S T C H E S T E R , a municipal corporation of the State of New York, having an office and place of business in the Michaelian Office Building, 148 Martine-Aveiiue, White Plains, New York 10601 (the "County") and T H E V I L L A G E OF S L E E P Y H O L L O W , a municipal corporation of the State of New York, having an office and place of business at 28 Beekman Ave. Sleepy Hollow NY 10591 (the "Cooperating Municipality") WITNESSETH: W H E R E A S , the County has entered into a License Agreement with a private franchisee to construct, operate and maintain bus passenger shelters at various locations within the County as well as provide advertising on bus shelters; and WHEREAS, the Cooperating Municipality is desirous of having the County provide bus passenger shelters within the Cooperating Municipality pursuant to said License Agreement for the comfort and benefit of its citizens. NOW, THEREFORE, in consideration of the terms and conditions herein contained, the parties agree as follows: FIRST: The County is hereby authorized to provide and maintain shelters pursuant to a License Agreement between the County and Clear Channel Outdoor, inc., or its successors at locations within the Cooperating Municipality, all as shown on Attachment "A" attached hereto and made a part hereof The Cooperating Municipality warrants and guarantees to the County and its Licensee that all sites shown on Attachment "A" have been reviewed by the Cooperating Municipality and that each and every site contbmis with traffic and safety standards, with all local, state and federal laws, rules and regulations, and �that it is either wholly contained on a public right-of-way or the appropriate easement has been requested and granted, and a private property release is on file with the Westchester County Department of Transportation. The Cooperating Municipality further certifies and guarantees that the sites designated on Attachment "A" are legally designated bus stop locations or that the sites will be so designated prior to installation of new bus passenger shelters. If such designation is the responsibility of a governmental agency other than the Cooperating Municipality, the Cooperating Municipality will use its best efforts to obtain such designation. Attachment "A" shall consist of 1. A list of all bus shelters built under the County Bus Shelter Program located in the Cooperating Municipality. 2. A list of all necessary permits and the name of the municipal official who should be contacted. As the bus shelters are going to be provided as a municipal service, all permit fees shall be waived. The Cooperating Municipality shall have the opportunity to request additional bus passenger shelters other than those in Attachment A. Requests shall be made to the Westchester County Department of Public Works and Transportation. The County will provide shelters to cooperating municipalities, as they are available based upon the terms of License Agreement. They will be installed according to site suitability and passenger usage. SECOND: The term of this Agreement shall be for five (5) years commencing on April 1, 2011 and expiring on March 31, 2016, which term coincides with the expiration of the License Agreement with Clear Channel Outdoor, Inc.. A copy of the License Agreement is on file with the Westchester County Department of Public Works and Transportation ("WCDPWT") and may be examined by an authorized representative of the Cooperating Municipality upon reasonable notice to the County. This Agreement shall �encompass presently existing bus passenger shelters and those constructed pursuant to the License Agreement. THIRD: The design and installation of any bus passenger, shelters to be erected within the Cooperating Municipality shall be similar to, but may vary in details from the design drawings entitled "Westchester County Bus Shelter Detail" and dated August 5, 2010, copies of which are on tile with the Cooperating Municipality and the County (hereinafter the "Design Drawings"). In no event, however, shall the size and illumination of the advertising signs vary from those shown in the Design Drawings without prior approval of the Cooperating Municipality. FOURTH: After the County has deducted $95,000 annually, for administrative e.xpenses, the remaining revenue received by the County from the Licensee shall be divided between the County and the Cooperating Municipalities on a 50/50 ratio. The share of the revenue due the Cooperating Municipality will be detennined by the ratio of that number of sheUers operated by the Licensee and producing revenue in the Cooperating Municipality to the total County-wide number of shelters operated under the License Agreement during one annual payment period. Payment will be made by the County to the Cooperating Municipality in June 15th of each year of this Agreement, beginning on June 15th, 2012. FIFTH: The Licensee of the County shall be required to hold harmless and defend the Cooperating Municipality and its employees, officers and agents from all claims, suits and actions arising from the construction and maintenance of the shelters. SIXTH: All advertising to be displayed on the bus passenger shelters will be submitted to the County Commissioner of Department of Public Works and Transportation for approval. The Cooperating Municipality agrees that this approval shall be sufficient approval for the display of such advertising within the Cooperating Municipality. The County agrees that no political or religious advertising shall be allowed. The County �further agrees that no advertising tor tobacco products will be allowed, nor shall the County accept any advertising which does not meet reasonable standards of good taste. SEVENTH: The Licensee of the County shall be required to maintain all shelters in good condition. They shall clean each shelter on a regular basis, and shall be required to repair any damaged shelter. EIGHTH: The Cooperating Municipality shall not enter into bus shelter advertising programs on its own. The Cooperating Municipality shall waive all municipal fees for the bus shelters. NINTH: If during the term of this Agreement any bus passenger shelter is required to be removed or relocated for any reason at the request of the Cooperating Municipality, said removal or relocation shall be done only by the County's Licensee, at the sole cost and expense of the Cooperating Municipality. TENTH: This Agreement and its attachments constitute the entire Agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings. It 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. ELEVENTH: This Agreement shall not be enforceable until signed by both parties and approved by the Office of the County Attorney. TWELFTH: This Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Agreement shall be construed and enforced in accordance with the laws of the State of New York. �T H I R T E E N T H : In the event of any conflict between the terms of this Agreement and those of its attachments, the ternis of the Agreement shall control. IN W I T N E S S W H E R E O F , the parties hereto have executed this Agreement in triplicate. T H E C O U N T Y OF W E S T C H E S T E R By: John J. Hsu Commissioner of Public Works And Transportation COOP By: RATING M U N I C I P A L I T Y M2 Name & Title) Authorized by the Board of Legislators of the County of Westchester pursuant to Act No. 62 - 2011 adopted on the 9th day of May, 2011. Authorized by the Board of Acquisition and Contract of the County of Westchester on the 30th day of June, 2011. Authorized by the governing board of the Cooperating Municipality on the , 20 . Approved as to tbmi and manner of execution: Assistant County Attorney County of Westchester S/I/D'rR/83534/Bus S h e l t e r IMA day of �MUNICIPALITY'S ACKNOWLEDGEIVIENT STATE OF NEW YORK ) ) ss.: COUNTY OF WESTCHESTER) On this day of _ ^ 2011, before me personally came , to me known, and known to me to be the of / t i i a j e '^laa^vVMla^ i/ u " ^ the municipal corporation described in and which executed the within instrument, who being by me duly sworn did depose and say t h a ( h ^ h e said and that he resides at of said municipal corporation. PAULA A MCCAfiTHY Notary Public - State of New fork NO. 01MC6198640 Quilified In WiSlchBStir County_ M» Commission Expirts f �CERTIFICATE OF AUTHORITY (Municipality) ( O f f i c e r o t h e rr t h a n o f f i c e r s i g n i n g ccontract^ ontract) c e r t i f y that I a m t h e , , _ ^ _ \ i t of the ( N a m e of Municipality) ( t h e " M u n i c i p a l i t y " ) a c o r p o r a t i o n d u l y o r g a n i z e d in g o o d s t a n d i n g u n d e r t h e ( L a w u n d e r w h i c h o r g a n i z e d , e.g., t h e N e w Y o r k V i l l a g e Law, T o w n Law, General Municipal Law) n a m e d in t h e f o r e g o i n g a g r e e m e n t that ( P e r s o n e x e c u t i n g agreemCTt) w h o s i g n e d said a g r e e m e n t on b e h a l f o f the M u n i c i p a l i t y w a s , at the t i m e o f e x e c u t i o n \J r U i n g-E M ^ Q L ^ / e . of the Municipality, ( J i t l e o f s u c h persorQ; that said a g r e e m e n t w a s d u l y s i g n e d f o r on b e h a l f o f said M u n i c i p a l i t y b y a u t h o r i t y o f its o w n B o a r d , V i l l a g e B o a r d , City C o u n c i l ) t h e r e u n t o d u l y a u t h o r i z e d , a n d that s u c h a u t h o r i t y is in fijll f o r c e and e f f e c t s t h e d a t e h e r e o f . fe) STATE OF NEW YORK ) ss.: COUNTY OF WESTCHESTER) O n this m ( , 'TT- C ^ C? O day o i ^ M / H m . / ' , 2011, before me personally came w h o s e s i g n a t u r e a p p e a r s a b o v e , to m e k n o w n , a n d k n o w to be the A DU^rtAsTraXor of X h e s/tHQjt. aj- S t e e ^ Noliow t h e m u n i c i p a l c o r p o r a t i o n d e s c r i b e d in a n d w h i c h e x e c u t e d t h e a b o v e c e r t i f i c a t e , w h o b e i n g b y m e d u l y s w o r n did d e p o s e a n d say t h a t ^ ^ t h e s a i d ' y C^^CX^CC, CjO r e s i d e s at \0 JrAj^^tP*'' AnTf^JtirT^^irfT^^^^ Xl jy^^t^jTy h e is t h e ((Hfle)S l e T /' J 'fTi^T'^y'of , a n d that said m u n i c i p a l c o r p o r a t i o n . ^ Isiotaty^Siic County PAULA A MCCARfRY Notify Public - Stati of M«w York NO. 01MC6138640 Quiliflid in Wsstchesfsr^Cpuni lesfsr Csunty , My Commission Expires fj. �Attachment "A" BUS SHELTERS COMMUNITY # LOCATION DESCRIPTION Sleepy Hollow 01 Rockwood Rd & Phelps Dr N/E Corner Sleepy Hollow 02 Cortlandt St & Beekman Ave S/E Corner List of all permits required; Name of contact and title for permit applications: � 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-2011 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_2011-10-30 Subject The topic of the resource Board of Trustees Minutes-2011 Date A point or period of time associated with an event in the lifecycle of the resource 2011 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