https://sleepyhollow.localarchives.org/files/original/f1bcca48182bf697b20cac0e0326efad.pdf bd3c99c622a8429ca5b091829a8e0879 PDF Text Text Meeting Date: 02/28/2012 Resolution #: 02/20/2012 General Motors License Agreement for Village Events Whereas, the Village is desirous of sponsoring and/or participating in four events during the Spring and Summer which will provide recreational and economic opportunities for residents and local businesses, to wit: The Sleepy Hollow Half Marathon to be held on March 24, 2012 and, The Sprint Triathalon to be held on June 24, 2012 and, The July 4th Fireworks display to be held on July 4, 2012 and Hudson River Swimathon to be held on September 9, 2012 and, Whereas, the Village has requested access and use of the General Motors site to accommodate the events and General Motors has approved the request; Now, Therefore, Be It Resolved the Board of Trustees authorizes the Mayor to execute the attached licensing Agreement with General Motors; and Be It Further Resolved the Board of Trustees directs the Village Administrator to obtain all the necessary insurance documents from all non-Village participants in the events. Moved: Trustee Schroedel Seconded: Trustee Carr Vote: 6-0 �Neal Estate & Facilities General Motors, LLC 300 Renaissance Center Mail Code: 482-C30-C96 Detroit, MI 48265 February 2012 Village ofSleepy Hollo w 2 8 Beekman Avenue, 2nd Floor Sleepy Hollo w, Ne w York 10 591 Attention: Mr. Anthony p, Giaccio Administrator, Village of Sleepy Hollo w Ladies and Gentlcmen: This ackno wledges yOUl' request for the right to enter property located in the Village of Sleepy Hollo w, Ne w York (the "Property"), o wned by General Motors L LC, a D ela ware limited liability company, successor in interest to Motors Liquidation Company and formerly kno wn as General Motors Corporation (" Licensor"), for the purpose ofhosting four (4) separate events (individually referred to herein as "Event A", "Event B", "Event C" and "Event D " and collectively referred to herein as the "Events"), Each ofthe Events is more particularly described in a corresponding Exhibit A, E xhibit B, E xhibit C, and Exhibit D , respectively (collectively, the "Corresponding Exhibits"), each of which are attached hereto and made a part hereof. Licensor hereby grants to the Village of Sleepy Hollo w (the " Licensee") the right to enter upon and use (the " License") a portion ofthe East Parcel ofthe Property (the "Licensed Area") for the purpose ofhosting each ofthe Events, The License granted herein shall: (0 be valid solely for the purpose of hosting each of the Events, as stich purpose is described in each of the Corresponding E xhibits; (ii) be ofa duration limited to the dates and times of each ofthe E vents, as set forth in each ofthe Corresponding Exhibits; and (iii) be revocable in accordance with the terms hereinafter set forth. The Licensed Area for Event A, Event B, Event C, and Event D is more particularly described in each ofthe Corresponding Exhibits as Licensed Area A, Licensed Area B, Licensed Area C, and Licensed Area D , respectively. Licensee shall have no rights of entry or lise ofany of the Property other than the Licensed Area. Licensee shall aSSllme full and complete responsibility for the supervision and control ofany and all persons and vehicles entering upon the Licensed Area, and shall supply all necessary signs or directions, traffic and parking control.With'Hlt in tkensee aBrees that aceo!>!> allY Wll:}' Umi�in8theseneralit;{ ofthe Carcgoing, to the Lieeniied Al'callhall be only tlu:ough Continerlolal Stre('t and that y:ehioular aeeess A'om Beekman Avenue '",ilia€! prohiait@d. I:.ioeBsee �Igrees to take all necelllliuT action 10 !�revel1. vel�iculAr ACC�Sg �Beekmall Allel1ue Licensee shall not disturb or comlllit any waste or nuisancc on the Licensed Arca. Licensce shall maintain the Licensed Area in a clean and ordcrly manner at Licensee's cost and expense. Liccnsee shall comply with all applicable Ja ws, rules and regulations including, without limitation, all environmental la ws relating to the Licensed Area and the rights granted herein. Licensee shall, after the conclusion ofeach ofthe Events, at �Licensce's cost and expense, cause the Licensed Area to be returned to the condition existing thereon prior to each of the Events sllch that the Licensed Area is returned free of garbage or debris of any kind. Licensee ackno wledges that Licensor shall not be responsible for supplying any security for any of the Events or at the Licensed Area. No tailgating, cooking, loitering, overnight parking, fire works, firearms, dangerous devices or weapons of any kind shall be permitted on the Licensed Area except as other wise authorized in Exhibit C. Licensee ackno wledges that Licensor shall not be responsible for any loss or damage to any person or property, including, without limitation, allY vehicle parked on, or using, the Lieensed Area, in connection with the License granted herein. Licensee shall, simultaneously with its execution of this letter agreement, furnish to Licensor the follo wing policies or certi ficates of insurance, which shall name Licensor and General Motors L LC as additional insureds and shall be issued by companies satisfactory to Licensor: (i) Commercial General Liability Insurance, which shall include contractual liability with limits of $ I ,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury and property damages. (ii) Comprehensive Automobile Insurance including o wned and non-o wncd automobile insurance with a minimum limit of $1,000,000.00 per occurrence combined single limit for bodily injury and property damage. (iii) Worker's compensation insurance to the extent required by applicable la w with respect to all persons employed or hired by Licensee to work 011 the Licensed Area. (iv) Excess liability of $10,000,000.00 pCI' occurrence and $20,000.00 aggregate. Licensee shall indemnify, defend and hold harmless Licensor, its affiliates and their respective members, partners, venturcrs, stockholders, dircctors, officers, e mployees, spouses, legal representatives, agents, successors and assigns (collectively, the " Licensor Parties"), from and against any and all losses, costs, demands, damages, suits, claims, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses), resulting directly or indirectly from the rights granted hercin, or Licensee, or its invitees', entry on or use of the Licensed Area. Licensee hereby releases, settles, cancels, discharges and ackno wledges to be fully satisfied, any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses liens, actions, and causes of action of every kind and nature whatsoever, whether under federal, state or common la w, whether kno wn 01' unkno wn, foreseen or unforeseen, s llspected or unsuspected, which Licensee or anyone claiming by, through or under Licensee may, no w or hereafter, Parties relating to the rights granted herein or Licensee,or its invitees', entry on or use of the Licensed Area. The indemnity obligation ancl release set forth in this paragraph shall stll'vive the expiration or earlier termination of this letter agreement. In the cvcnt Licensce fails to fulfill any of its obligations or covenants herein, Licensor shall be entitled to assert all of its rights and remedies available at la w or in equity, ineluding, without limitation, the right to immediately terminate this letter agreement and the License granted hereby �and remove, or cause to be removed, all persons, equipment, vehicles, debris and garbage from the Licensed Area at Licensee's expense. Additionally, and without limitation of the foregoing, Licensor shall have the unilateral right to terminate this letter agreement and the License granted hereby after each of the Events, in the event that: (l) Licensor has sold, or leased, or entered into a contract to sell 01' lease, the Property or any portion thereof; or (2) Licensor determines that the actions or failure to take action on the part of Licensee shall have caused or be reasonably likely to cause damage to person or property. In any such event, Licensor shall deliver written notice to Licensee at the address set forth above exercising Licensor's right to terminate this letter agreement and the License granted hereby. Any amendment 01' modification to this letter agreement shall be in \vriting executed by Licensor and an authorized representative of Licensee. This letter agreement may be executed in counterparts, any of which may be executed and transmitted by facsimile OJ' other electronic method, and each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In consideration of the License granted hereby, Licensee agrees to reimburse General Motors LLC for General Motors L LC attorney's fees in connection with this License in an amount not to exceed $ 1,200.00. If Licensor does not receive a copy of this letter agreement executed by Licensee, the policies or certificates of insurance as required above, on or before February 2 9, 20]2, this letter agreement and the License granted hereby shall automatically terminate and be of no further force or effect. General Motors LLC: By: Title: The undersigned hereby acknowledges receipt of this letter agreement as set forth hereinbefore and agrees to be bound by the terms contained in this letter agreement. By: G. Wray Title: Mayor, Village of Sleepy �EXHIBIT A EVENT A: Sleepy Hollow Half Marathon D ATE: T I ME: PURPOSE: Saturday, March 24, 2012 Beginning at 8 :00 a.m. and ending at 11:00 a.l11. Licensee shall host a marathon in which participants of Event A wi II come from Ichabod's Landing along the shore, out by the Lighthouse and will exit into Kingsland Point Park. LICENSED AREA A: The portion of the East and West Parccls of the Property that are covered with pavcment and that are depicted on Schedule A. ��EXHIBIT B E VENT B: Sleepy Hollow Sprint Triathlon Saturday, June 24, 2012 DATE: TI ME: Beginning at 8 :00 a.m. and ending at I :00 p.m. PURPO SE: Licensee shall host a triathlon in which participants of Event B will enter and exit at Kingsland. While on Licensed Area B, participants will run around the lighthouse along the shore to Ichabod's Landing and return the same way. Licensee will also use Licensed Area B for the purpose of parking vehicles. LICEN SED AREA B: The portion of the East and West Parcels of the Property that are covered with pavement and that are depicted on Schedule B. �z o ..a �c( 0% u.� 1-- za:: wI- :&� wo w..a a::..a �� w)­ fna. Zw ww u..a -II> .... N .... o N �EXHIBIT C EVENT C: Fourth of July Fireworks DATE: TI ME: PURPOSE: Wednesday, July 4, 2012 Beginning at 5:00 p.m. and ending at II:00 p.m. Licensee andlo1' its agents shall shoot off fireworks from Licensed Area C. The fire department will be available if necessal'y. Licensee's agents shall set lip the fireworks. Licensee will also use Licensed Area B for the purpose of parking vehicles. LICENSED AREA C: The portion ofthe East and West Parcels ofthe Property that are covered with pavement and that are depicted on Schedule C. �CJ W ..I :::) Q W % CJ tn �EXnIBITD EVENTD: DATE: TIME: PURPOSE: Swim-a-Thon Sunday, September 9,2012 Beginning at 8:00 a.m. and ending at 12:00 p.m. Licensee shall host a swim-a-thon in which participants of E vent D shall begin activities at Nyack and finish at Kingsland Point Park. Licensee shall use Licensed Area D for the purpose of parking vehicles. L ICENSED AREA D: The portion of the West Parcel ofthe Property that is covered with pavement and that is depicted on ScheduleD . �Q W ...I ::) Q W :c CJ tn �Meeting Date: 02/28/2012 Resolution#: 02/21/2012 RESOLUTION APPROVING S ETTLEMENT OF ACTION BY CHRISTOPHER RElZA &. ASSOCIATES FOR PROPERTY LOCATED AT 44 BEEKMAN AVENUE, SLEEPY HOLLOW NY 10591 WHEREAS, proceedings were commenced in New York State Supreme Court, Westchester County to challenge the tax assessment for property located at 44 Beekman Avenue by Christopher Rezza and Associates; and WHEREAS, the Village and the property owner have reached a mutually agreeable resolution for the aforementioned pending proceedings filed under Index Nos 07135/02; 068847/03; 06730/04; 06574/05; and WHEREAS, it has been recommended to the Board of Trustees by its Assessor and Attorney to resolve this litigation; NOW, THEREFORE, BE IT RESOLVED the Board of Trustees authorizes the Village Attorney to execute a consent judgment settling this claim in all respects according to the following schedule: Tax Year Original Proposed Assessment Reduction Assessment Settlement 2006 $154,100 141,290 12,810 2007 $154,100 141,290 12,810 2008 $154,100 141,290 12,810 Moved: Trustee Carr Seconded: Trustee Campbell Vote: 6-0 �Meeting date: Resolution#: 02/28/2012 02/22/2012 RESOLUTION APPROVING S ETTLEMENT OF ACTION BY VALLEY ST. FOR PROPERTY LOCATED AT 86-96 VALLEY STREET, SLEEPY HOLLOW, NY WHEREAS, proceedings were commenced in New York State Supreme Court, Westchester County to challenge the tax assessment for property located at 86-96 Valley Street by owner Valley Street Associates; and WHEREAS, the Village and the property owner have reached a mutually agreeable resolution for the aforementioned pending proceedings filed under Index Nos 9723/10 WHEREAS, and 8830/11 it has been recommended to the Board of Trustees by its Assessor and Attorney to resolve this litigation; NOW, THEREFORE, BE IT RESOLVED the Board of Trustees authorizes the Village Attorney to execute a consent judgment settling this claim in all respects according to the following schedule: Lot 29 29 32 32 33 33 Tax Year 2010 2011 2010 2011 2010 2011 Moved: Trustee Campbell Original Assessment 227,000 227,000 18,800 18,800 23,300 23,300 Revised Proposed Assessment 200,762 210,962 18,800 18,800 23,300 23,300 Seconded: Trustee Stupel Settlement 26,238 16,038 0 0 0 0 Vote: 6-0 �Meeting Date: 02/28/2012 Resolution #: 02/23/2012 BOND RESOLUTION, DATED FEBRUARY 28, 2012, AUTHORIZING THE ISSUANCE OF UP TO $650,000 AGGREGATE PRINCIPAL AMOUNT SERIAL BONDS OF THE VILLAGE OF SLEEPY HOLLOW, COUNTY OF WESTCHESTER, STATE OF NEW YORK, PURSUANT TO THE LOCAL FINANCE LAW, TO FINANCE THE COSTS OF THE ACQUISITION OF A FIRE TRUCK FOR THE VILLAGE FIRE DEPARTMENT. WHEREAS, the Board of Trustees of the Village of Sleepy Hollow (the "Village"), a municipal corporation of the State of New York, located in the County of Westchester, hereby determines that it is in the public interest of the Village to authorize the financing of the costs of the acquisition of a fire truck for the Village fire department, including any preliminary and incidental costs related thereto, at a total estimated cost not to exceed $650,000, all in accordance with the Local Finance Law; NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of the Village of Sleepy Hollow, County of Westchester, State of New York, as follows: Section 1. There is hereby authorized to be issued serial bonds of the Village, and/or bond anticipation notes issued in anticipation of the issuance of such serial bonds, in the aggregate principal amount not to exceed $650,000, pursuant to the Local Finance Law, in order to finance the costs of the acquisition of a fire truck for the Village fire department, including the acquisition of any applicable equipment, machinery, apparatus, land and rights-in-Iand necessary therefor and any preliminary and incidental costs related thereto (collectively, the "Project"). Section 2. The Board of Trustees of the Village has ascertained and hereby states that (a) the estimated maximum costs of the Project are not to exceed $650,000; (b) no money has heretofore been authorized to be applied to the payment of the costs of the Project; (c) the Board of Trustees of the Village plans to finance the costs of the Project from the proceeds of the serial �bonds authorized herein, and/or of bond anticipation notes issued in anticipation of the issuance of such serial bonds; (d) the maturity of such serial bonds authorized herein shall be in excess of five (5) years; and (e) on or before the expenditure of moneys to pay for any costs in connection with the Project for which the proceeds of any obligations authorized herein are to be applied to reimburse the Village, the Board of Trustees of the Village took "official action" for federal income tax purposes to authorize the capital financing of such expenditure. Section 3. It is hereby determined that the Project is a specific object or purpose, or of a class of object or purpose, as described in subdivision 27 of paragraph a of Section 11.00 of the Local Finance Law and that the period of probable usefulness of the Project is twenty (20) years. The serial bonds authorized herein shall have a maximum maturity of twenty (20) years computed from the earlier of (a) the date of issuance of such serial bonds, or (b) the date of issuance of the first bond anticipation notes issued in anticipation of the issuance of such serial bonds. Section 4. Subject to the terms and conditions of this bond resolution and the Local Finance Law, including the provisions of Sections 21.00, 30.00, 50.00 and 56.00 to 60.00, inclusive, the power to authorize serial bonds as authorized herein, and bond anticipation notes issued in anticipation of the issuance of such serial bonds, including renewals thereof, the power to prescribe the terms, form and contents of such serial bonds and such bond anticipation notes, and the power to issue, sell and deliver such serial bonds and such bond anticipation notes, are hereby delegated to the Village Treasurer, as the chief fiscal officer of the Village. The Village Treasurer is hereby authorized to execute on behalf of the Village all serial bonds issued pursuant to this bond resolution, and all bond anticipation notes issued in anticipation of the issuance of such serial bonds, and the Village Clerk is hereby authorized to impress the seal of NEWYORKJ994682 �the Village (or to have imprinted a facsimile thereof) on all such serial bonds and all such bond anticipation notes and to attest such seal. Each interest coupon, if any, representing interest payable on such serial bonds shall be authenticated by the manual or facsimile signature of the Village Treasurer. Section 5. The faith and credit of the Village are hereby and shall be irrevocably pledged for the punctual payment of the principal of and interest on all obligations authorized and issued pursuant to this bond resolution as the same shall become due. Section 6. When this bond resolution takes effect, the Village Clerk shall cause the same, or a summary thereof, to be published, together with a notice in substantially the form prescribed by Section 81.00 of the Local Finance Law, in The Journal News, a newspaper having a general circulation in the Village. The validity of the serial bonds authorized herein, and of bond anticipation notes issued in anticipation of the issuance of such serial bonds, may be contested only if such obligations are authorized for an object or purpose, or class of object or purpose, for which the Village is not authorized to expend money, or the provisions of law, which should have been complied with as of the date of publication of this bond resolution, or such summary thereof, were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty (20) days after the date of such publication, or if such obligations were authorized in violation of the provisions of the Constitution of the State of New York. Section 7. Prior to the issuance of any obligations authorized herein, the Board of Trustees of the Village shall comply with all applicable provisions prescribed in Article 8 of the Environmental Conservation Law, all regulations promulgated thereunder by the New York State Department of Environmental Conservation, and all applicable Federal laws and regulations in NEWYORKl99468.2 �connection with environmental quality reView relating to the Project (collectively, the "environmental compliance proceedings"). In the event that any of the environmental compliance proceedings are not completed, or require amendment or modification subsequent to the date of adoption of this bond resolution, the Board of Trustees of the Village will re-adopt, amend or modify this bond resolution prior to the issuance of any obligations authorized herein upon the advice of bond counsel. It is hereby determined by the Board of Trustees of the Village that the Project will not have a significant effect on the environment. Section 8. The Village hereby declares its intention to Issue the serial bonds authorized herein, and/or bond anticipation notes issued in anticipation of the issuance of such serial bonds (collectively, the "obligations"), to finance the costs of the Project. The Village covenants for the benefit of the holders of such obligations that it will not make any use of the proceeds of such obligations, any funds reasonably expected to be used to pay the principal of or interest on such obligations or any other funds of the Village, and will not make any use of the Project which would cause the interest on such obligations to become subject to federal income taxation under the Internal Revenue Code of 1986, as amended (the "Code") (except for the federal alternative minimum tax imposed on corporations by section 55 of the Code), or subject the Village to any penalties under section 148 of the Code, and that it will not take any action or omit to take any action with respect to such obligations, the proceeds thereof or the Project financed thereby, if such action or omission would cause the interest on such obligations to become subject to federal income taxation under the Code (except for the federal alternative minimum tax imposed on corporations by section 55 of the Code), or subject the Village to any penalties under section 148 of the Code. The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of any serial bonds authorized and issued under this bond NEWYORKl99468.2 �resolution or any other provisions hereof, until the date which is sixty (60) days after the final maturity date or earlier prior redemption date thereof. The proceeds of any obligations authorized herein may be applied to reimburse expenditures or commitments of the Village made in connection with the Project on or after a date which is not more than sixty (60) days prior to the date of adoption of this bond resolution by the Board of Trustees of the Village. Section 9. For the benefit of the holders and beneficial owners from time to time of the serial bonds authorized herein, and of bond anticipation notes issued in anticipation of the issuance of such serial bonds, the Village agrees, in accordance with and as an obligated person with respect to such obligations under, Rule 15c2-12 (the "Rule") promulgated by the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner as may be required for purposes of the Rule. In order to describe and specify certain terms of the Village's continuing disclosure agreement for that purpose, and thereby to implement that agreement, including provisions for enforcement, amendment and termination, the Village Treasurer is authorized and directed to sign and deliver, in the name and on behalf of the Village, the commitment authorized by subsection 6(c) of the Rule (the "Commitment") to be placed on file with the Village Clerk, which shall constitute the continuing disclosure agreement made by the Village for the benefit of holders and beneficial owners of such obligations authorized herein in accordance with the Rule, with any changes or amendments that are not inconsistent with this bond resolution and not substantially adverse to the Village and that are approved by the Village Treasurer on behalf of the Village, all of which shall be conclusively evidenced by the signing of the Commitment or amendments thereto. The agreement formed collectively by this paragraph and the Commitment shall be the Village's continuing disclosure NEWYORK/99468.2 �agreement for purposes of the Rule, and its performance shall be subject to the availability of funds and their annual appropriation to meet costs the Village would be required to incur to perform thereunder. The Village Treasurer is further authorized and directed to establish procedures in order to ensure compliance by the Village with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with the agreement or providing notice of the occurrence of any material event, the Village Treasurer shall consult with, as appropriate, the Village Attorney and bond counsel or other qualified independent special counsel to the Village and shall be entitled to rely upon any legal advice provided by the Village Attorney and such bond counsel or other qualified independent special counsel in determining whether a filing should be made. Section 10. This bond resolution is subject to a permissive referendum and will take effect upon its adoption by the Board of Trustees of the Village and the expiration of the period prescribed in the Village Law during which petitions for a permissive referendum may be submitted and filed with the Village Clerk. Moved: Deputy Mayor Capossela NEWYORK/99468.2 Seconded: Trustee Schroedel Vote: 6-0 �Meeting Date: 02/28/2012 Resolution #: 02/24/2012 Resolution of the Board of Trustees of the Village of Sleepy Hollow to Approve Roux Associates Agreement WHEREAS, the Village received a remedial investigation report on the General Motors property dated January 2012. WHEREAS, a public hearing has been set by the New York State Department of Environmental Conservation on March 22, 2012, to hear and consider comments related to the report, and WHEREAS, the Village is desirous of hiring an environmental consultant to review this remedial investigation report and the New York State Department of Environmental Conservation decision document in preparation for the public hearing. NOW, THEREFO R E, BE IT RESOLVED the Board of Trustees authorizes the Mayor to execute the attached agreement with Roux Associates. Moved: Trustee Wompa Seconded: Trustee Stupel Vote: 6-0 �ENVIRONMENTAL CONSULTING & MANAGEMENT ROUX ASSOCIATES INC 209 SHAFTER STREET ISLANDIA, NEW YORK 11749 TEL 631-232-2600 FAX 631-232-9898 February 27, 2012 Mr. Anthony Giaccio Village Administrator Village of Sleepy Hollow 28 Beekman Street Sleepy Hollow, New York 10591 Re: Proposal for a Review of General Motors Remedial Plan Village of Sleepy Hollow, New Y ork Dear Mr. Giaccio: Roux Associates, Inc. (Roux Associates) is pleased to present this proposal to the Village of Sleepy Hollow for professional environmental services related to the review of the Remedial Action Work Plan for the General Motors Assembly Plant. The scope of services covered by this proposal was requested by Mayor Wray. The Scope of Services and associated costs are described below. Scope of Services Task 1 Review Remedial Action Work Plan and Associated Documents - Roux Associates will review the draft Remedial Action Work Plan (RA WP) prepared by Arcadis, General Motors consultant, the NY SDEC Proposed Decision Document and associated documents related to the final remedial plans for the former General Motors Assembly Plant. Roux Associates will also interview the NY SDEC project manager and the Arcadis project manager to resolve any questions we have related to the technical data that supports the cleanup plan. Task 2 - Presentation to the Village Board/ Public Hearing As requested by Mayor Wray, Roux Associates wi l March 20, 2012 and present a summary assessment of the RA WP highlighting how comprehensive a cleanup will result from its implementation. If appropriate, any problems or weaknesses in the Plan will be identified along with suggested changes that will benefit the Village. Roux Associates will also attend the planned NY SDEC public hearing on March 22 and make a statement retlecting the technical opinion of Roux Associates and the Village Board. Task 3 - Ongoing Consultation If requested, Raux Associates will provide ongoing consultation related to any remaining aftcr the public standard a These will be is presented as an attachment to this at ROllx �Mr. Anthony Giaccio February 27, 2012 Page 2 Project Cost Roux Associates proposes to complete the services outlined in Tasks I and 2 above for the Lump Sum cost of $3,745. If requested by the Village, additional services provided as part of Task 3 will be billed at Craig Werle's standard rate of $220/hour. Additional Roux Associates' personnel, if needed, would be billed at the standard rates presented on the attached rate sheet. Invoices will be submitted monthly with payment expected within 30 days. The performance of services by Roux Associates, Inc. shall be governed by the Roux Associates, Inc. Client Agreement, which is attached to this proposal and is incorporated as part of this proposal. If this proposal is acceptable to you please indicate your agreement by signing a copy of the attached Professional Services Agreement and returning an executed copy to the undersigned. Please retain an executed copy of the Agreement for your records. Upon receipt of the acceptance copy, Roux Associates, Inc. will commence the performance of the services described in this proposal. Sincerely, Attachment cc: Ken Wray, Mayor, Village of Sleepy Hollow ROUX ASSOCIATES, INC. �GENERAL TERMS AND CONDITIONS PROFESSIONAL SERVICES AGREEMENT 1. Scope and Performance of Work: therewith, sustained by Client, its officers, directors, employees or agents, as a result of any and all claims, demands, suits, causes of action, proceedings, judgments and liabilities for Clicnt hereby retains Roux Associates, Inc. CRoux") tn perform the services described in Roux's February 27, 2012 Proposal ("Services"), attached hereto and incorporated herein ("Proposal"), and Roux agrees to provide said Services. propel1y damage and/or personal injury ("Claim(s)") with respect to and arising out of Roux's negligent acts or omissions in the performance of Services under this Agreement. Client The terms, conditions, and limitations contained in ROllx's Proposal are incorporated herein by reference. 2. Payment Terms: 2.1 As full consideration for the performance of Services described in Section I , herein, Client agrees to pay ROllx as set forth in ROllx's Proposal. 2.2 Roux shall deliver its invoice for the Services performed after the end of the month in which such Services were performed or upon completion of Services, if sooner. Client shall pay the full amount of Roux's invoice within thil1y (30) calendar days of the date of receipt of the invoice. Invoice amounts in dispute shall not affect Client's obligation to pay invoice amounts not in dispute. 2.3 Payment under this Agreement shall be submitted to: Accounts Receivable shall indemnify, defend and hold harmless Roux and its officers, directors, employees and agents from any and all damages, losses and expenses, including, but not limited to reasonable legal expenses and attorneys' fees connected therewith, sustained by Roux, its officers, directors. employees or agents, as a result of any and all Claims with respect to and arising out of Client's negligent acts or omissions. In the event a Claim is the result of the joint negligent acts or omissions of Roux and Client ("Indemnitors"), the Indemnitors' duties of indemnification shall be in proportion to their respective share of joint negligence. In no event shall Indemnirors and their respective officers, directors, employees and agents be liable to each other and/or to anyone claiming by, allocable through or under the illdemnitors, including Indemnitors' respective insurers. for any lost. delayed and/or diminished profits, revenues, and/or opportunities; and/or any other incidental, special. indirect, and/or consequential damages of Roux Associates, Inc. any kind and/or nature whatsoever. 209 Shafter Street Islandia, New York 11749 4.2 Notwithstanding Agreement. 3. Change Orders: 3.1 Client shall have the right to modify the Services, specifications and Roux's anything to the indemnification contrary and in defense this in Subsection 4.1 shall not extend to cover the negligent and/or time requirements specified in Roux's willful misconduct of Client and its officers, directors, employees and agents; and its aggregate liability hereunder, Proposal as Client deems appropriate and as agreed to by the whether arising out of tort, strict liability, contract or otherwise. Parties, hereto. shall be limited to and not exceed the amount covered by Such modification of Services shall be in writing, attached hereto and incorporated by reference ("Change insurance and associated limits of liability which Roux is Order"). required to secure pursuant to Section 5. The indemnification In the event that such Change Order results in a material change in the value of the Services, an equitable and defense provided in Subsection 4.1 with respect to any adjustment in rhe rates as set forth in Roux's Proposal shall be matter shall not extend beyond the date by which a legal action made in writing by the Parties hereto, and incorporated in sllch for negligence would be barred by an applicable statute of Change Order. repose or statute of limitations. 3.2 5. Insurance: ROux shall procure and maintain, at its own expense, Before performing any services beyond the general scope of work of this Agreement ("Additional Services") Roux 5. I shall: (a) provide written notice to Client that slich Additional during the term of this Agreement, insurance uf the following Services are additional scope; (b) provide a written description types and amounts: (\1' such Additional Services to Client; and (C) secure Client's written authorization to peri'orm sHch Additional Services. ,� (a) Written authorizatIOn by e�mail is "written" for purposes of this $1.000,000; Additional Services will be compensated at the hourly rates or unit Proposal. as applicable, as ,et forth in Roux's as set forth in a ROLIX proposal (b) for Additional Services; or as otherwise agreed by the Pal1ies in a written Change Order. 4.1 Roux shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from any and :111 damages, losses and expenses, including, hut 110t limited to expenses COlllmercial Automobile Liability I nsurance (owned, 1100Hlwned and hired) with f ndemnificlltion: legal CUlllmercial (JeneraI Liability Insurance with a limit of $1.000.000 per occurrence and $2,000.000 in the aggregate; (c) 4. reasonahle Workers' Compensation Insurance at statutory rates and Liability Insurance with a lilllit Employer's and ROUX ASSOCIATES, INC. fees l:(lIHlcded a combined single lilllit of � $1,000,000; and (tl) Professional Liability Insurance with a limit of $I,<)O(},OOO per claim ;lnd $2.000.000 in the aggregate. �GENERAL TERMS AND CONDITIONS PROFESSIONAL SERVICES AGREEMENT 5.2 Roux shall, at the Client's reljuest, provide the Client Contamination at the Site, including, but not limited to, the with a certificate of insurance evidencing that such insurance groundwater thereunder. has been obtained, and that such policies are maintained in force Site" is any hazardous and/or toxic substance, and/or any other "Pre-Existing Contamination at the type of environmental hazard, contamination all(VOr pollutant throughout the term of this Agreement. present at and/or under, and/or emanating from the 6. Stnndard of Care: 6.1 While performing the Services under this Agreement. Site, including, but not limited to, the groundwater thereunder, which is not brought onto such Site by Roux. Client agrees to Roux shall exercise that degree of care and skill ordinarily indemnify, defend and hold harmless Roux and its officers, exercised under similar circumstances by members of the directors, employees and agents from any and all damages, environmental consulting profession performing the kind of losses and expenses, including, but not limited to, reasonable services to be performed hereunder and practicing in the same legal or similar locality at the same period of time. Except for the liabilities, penalties, and fines sustained by ROllx, its ofticers, express promise set forth in Subsection 6.1, herein. Roux directors, employees or agents as a result of any and all Claims expenses and attorneys' fees connected therewith, neither makes. nor offers. nor shall Roux be liable to Client for with respect to and arising out of Pre-Existing Contamination a t any express or implied warranties with respect to Roux's the Site, except t o the extent such Claims arise out o f Roux's negligent acts or omissions in the performance of Services Services. under this Agreement. 6.2 Roux agrees, upon receipt of written notice from Client, to implement necessary corrections to any Services performed II. by Roux, which fail to confoffil to the standard of care that Roux has accepted pursuant to Subsection 6. [, herein. Roux Beneficiaries: The Parties agree that this Agreement is not intended by any Party to give any benefits, rights, privileges. actions or shall not be liable to Client for any damages without being remedies given corporation, not a Party to this Agreement, as a third-party reasonable opportunity to correct the Services. a All drafts, reports, opinions, advice, and forms, other statements. documents certifications. generated 12. in performance of the Services ("Documents") remain the sole property of Roux until Client has made full payment therefor to Any Documents provided by Roux to Client as part of Roux. any person or entity. partnership, firm or beneficiary or otherwise under any theory of law. Use of Reports: 7. to Entire Agreement: This Agreement sets forth the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby and supersedes all prior agreements, purchase orders, arrangements and understandings relating to the Services provided herein are provided for the sole and the subject matter hereof. exclusive use of the Client for specific application to the order, dated subsequent to this Agreement, shall not supersede property site at which the ("Site"). Documents Any is Services, third-party use prohibited of without herein, are provided the the above-referenced express, written authorization of ROllx. Client shall indemnify. defend and hold harmless Roux and it officers, directors, employees and agents The preplinted terms of a purchase this Agreement. Agreed to and Accepted by: ROUX ASSOCIATES, INC. from any and all damages, losses or expenses, including, but not I imired to, reasonable legal expenses and attorneys' fees connected therewith. liabilities, penalties, and filles sustained by ROllX. its officers, directors, employees or agents as a result of any and all Claims with respect to and arising out of any third­ party reliance on the above-referenced Documents. which is not authot1zed in wt1ting by Roux. 8. PRINT NAME: TITLE: Brian P. Monisscy. P.E. -"-P.:.,:ri""l1",,, c.:. .ti :..:. nc""c""r..I_("") .:. .!Cff :..:..: k 'c ::.; ·:::.. ___ :!..r __ Right of Entry: Unless otherwise in writing. Client �hall furnish and/or secure free. clear. and secure access to the Sile. described in ROllx' s Proposal. for Roux in order for Roux to perform the HV:_-t.....I<..U"-.. 9. Disclosure of Information: Client shall provide all information and documents in its TITLE: control. which are relevant to the performance of the Services. 10. -'-_...._ ...I -I______ __ Services. Pre-Existing Contamination: N()twith�tanding anything Agreement Roux ,hall have flO ami/or ROUX ASSOCIATES, INC. to title ----�����---- EFFECTIVE DATE OF AGREEMENT: the contrary in this df. fill' 2 of 2 �ROUX ASSOCIATES, INC. Schedule of Fees Effective 2012 CATEGORIES HOURLY FEE Word Processing/Document Production ......................................................... $ 65 - $ Project Support (Technical Editing/Database Management) .......................... $ 85 - $ 110 Drafting ............................................................................................................ $ 85 - $ 110 Technician ........................................................................................................ $ 85 - $ 100 Staff .................................................................................................................. $ 90 - $ 115 Project............................................................................................................... $ 110 - $ 145 Senior ............................................................................................................... $ 140 - $ 185 Principal .......................................................................................................... $ 210 - $ 260 Officer .............................................................................................................. $ 240 - $ 350 Technical disciplines include hydrogeologists, scientists, toxicologists, and industrial hygienists. geologists, engineers, geochemists, 85 geophysicists, Labor rates do not include all reasonable travel and living expenses, vehicle mileage, express freight, and those items purchased solely for the prqject. All incidental expenses will be billed at cost. Other billable items are summarized below. EXPENSES Company Trucks ....................................................... ........... $140.00 per Day Personal Vehicles................................................................. IRS Prevailing Rate In-house Reproduction D & E Size Drawings ...................................................... $5.00 per Page Color 8.5 x 11 and I I x 17 ..................................................... $1.50 per Page In-house Color Prints Overnight Delivery .............................................................. At Cost (except letter-sized) Company Field Equipment .................................................. Rate Schedule available upon request Equipment and Supplies ...................................................... Cost plus 15 percent Subcontractor Costs ..................... ....................................... Cost plus 15 percent Associated Project Costs ...................................................... 5% of Roux' s labor charge * * Covers costs related to copies, postage, local and long distance communications, computers and networks, file retention and storage, project related insurance costs, health and safety program management and documentation, and communications equipment (e.g., cell phones, blackberries), and letter-sized overnight (three maximum). All invoices are payable upon .receipt 1.5 percent per month. ROUX ASSOCIATES, INC. Invoices not paid within 30 days are subject to interest at �Meeting Date: Resolution #: 02/28/2012 02/25/2012 Resolution of the Board of Trustees to Confirm Mayor's Appointment BE IT RESOLVED, the Board of Trustees hereby confirms the Mayor's re-appointment of Michelle Gonzalez to the Warner Library Board, for a term of 5 years commencing March 16, 2012. Moved: Trustee Stupel Seconded: Trustee Schroedel Vote: 6-0 �Meeting Date: Resolution #: 02/28/2012 02/26/2012 Resolution of the Board of Trustees to Confirm Mayor's Appointment B E IT RESOLVED, the Board of Trustees hereby confirms the Mayor's appointment of Sharon R. Camlic to the Warner Library Board, for a term of 5 years commencing March, 16 2012. Moved: Trustee Stupel Seconded: Deputy Mayor Capossela Vote: 6-0 �Meeting Date: Resolution #: 2/28/2012 2/27/2012 Resolution of the Mayor and Board of Trustees of the Village of Sleepy Hollow Approving the Actions of the Fire Chief BE IT RESOLVED that the Mayor and Board of Trustees of the Village of Sleepy Hollow approves the actions of the Fire Chief in electing Carlos Barros to active membership in Pocantico Hook & Ladder Co. No. 1 and Eudy Mata to active membership in Columbia Hose Co. No. 3 BE IT FURTHER RESOLVED that the Board of Trustees directs the Village Clerk to notify the Fire Chief in writing of this resolution. Moved: Trustee Schroede/ Second: Trustee Carr Vote: 6-0 � 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-2012 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_2012-02-28_RES-02-20 Subject The topic of the resource Board of Trustees Minutes-2012 Date A point or period of time associated with an event in the lifecycle of the resource 2012 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