https://sleepyhollow.localarchives.org/files/original/620ff6c9b50482e38b409ab86b36a6a6.pdf 92d17aaadf8ea68ef6769ded287263d8 PDF Text Text Meeting Date: 07/24/2012 Resolution #: 07/86/2012 Resolution Approving License Agreement with General Motors for "Park to Park Days" Sundays Whereas the Recreation Committee is desirous of expanding access to the water front to all village residents; and Whereas the 20 foot wide strip on the General Motors property along the riverfront connects the existing riverfront walkway near Ichabod's landing to Kingsland Point Park. Now therefore be it resolved the Board of Trustees hereby authorizes the Mayor to sign the attached license agreement with General Motors which will establish three (3) Sundays whereby pedestrians may walk from the existing riverfront walkway to Kingsland Point Park along the Rivers' edge. Moved: Trustee Carr Absent: Trustee Stupel Seconded: Trustee McFarlane Vote: 5-0 �LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into this _ day of July, 2012, by and between GENERAL MOTORS CORPORATION ("Licensor"), and THE VILLAGE OF SLEEPY HOLLOW ("Licensee"). RECITALS: A. Licensor is the beneficial owner of certain property located in Sleepy Hollow, New York ("the Property"). B. Licensee has requested a license to enter upon a portion of the Property for the purpose of sponsoring an event called "Park to Park Days" on August 5, August 19, and September 9, 2012, open to the public which will include the use of the Property as follows: (1) Use of an approximately twenty (20') foot wide walkway adjacent to the Hudson River's edge from the southerly Property line to the northerly Property line for use by pedestrians and persons using nonmotorized bicycles. C. The Town of Mount Pleasant Industrial Development Agency ("IDA") is the legal owner of the Property. D. Licensor is willing to grant the requested permission for the Permitted Use subject to and upon the following terms and conditions: AGREEMENT NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (1) GRANT: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive license ("License") to enter upon the Property, as more particularly shown on Exhibit "A" attached hereto and made a part hereof for the Permitted Use. (2) TERM: Subject to the terms of this Agreement, the term of the License shall commence at the following dates and times: 8:00 a.m. Sunday, August 5, 2012; and expire at 8:00 pm, 8:00 a.m. Sunday, August 19, 2012; and expire at 8:00 pm, and 8:00 a.m. Sunday, September 9, 2012 and expire at 8:00 p.m .. (3) PUBLIC RECORDS: The License is subject to any and all matters of record and those matters which a personal inspection of the Property would reveal. Licensee accepts the License and property "as is". Licensee acknowledges that neither Licensor nor any of Licensor's affiliates (as hereinafter defined) 1 �has made any warranty or representation express or implied, with respect to any of the property, including any warranty or representation as to (I) fitness, design or condition for any particular use of purpose (II) the quality of the material or workmanship therein, (III) the existence of any defect, latent or patent, (IV) compliance with laws, (V) location, (VI) use, (VII) operation or (VIII) the existence of any hazardous substance (as hereinafter defined); and all risk incident thereto are to be borne by Licensee. Licensee acknowledges that the Property has been inspected by Licensee and is satisfactory to is for the permitted use. In the event of any defect or deficiency in any of the property of any nature, whether latent or patent, Licensor shall not have any responsibility or liability for any damages, including incidental or consequential damages. Licensee releases and discharges Licensor from any and all claims or causes of action that Licensee may now have or hereafter have against Licensor relating to the subject matter of this Agreement. Licensee's waiver obligation hereunder shall survive the termination of this Agreement. (4) PERMITTED USE: The License granted hereunder shall be solely for the Permitted Use. (5) SUPERVISION: Licensee shall take all precautions, including, but not limited to, the posting of signs and the placing of fencing and barricades as are necessary in the interest of public safety and for the safety of any persons working on or traveling upon or in any way using the Property or land adjacent thereto. Licensee shall also be responsible for and take all precautions for the protection of all persons and of real and personal property using the Property or situated on the perimeter adjacent to or abutting the Property, including Village police presence. (6) CONFORMITY WITH LAW: Licensee's use of the Property shall be in conformity with safe practices and shall at all times be in compliance with all local, State, and Federal laws, statutes, rules, and regulations pertaining thereto. Licensee shall be solely responsible for obtaining and maintain any and all permits or other licenses required for Licensee to use the Property for the Permitted Use. (7) INSURANCE: Throughout the term of this Agreement, Licensee and its sublicensee(s) shall obtain and maintain, at Licensee's sole cost and expense, and keep in force for the benefit of Licensee, with Licensor and the IDA named as additional insured, insurance policies providing the following coverages: (a) A commercial general liability insurance policy, including contractual liability, protecting and indemnifying Licensor, Licensee, and the IDA against any and all liabilities and claims for damages to persons or property occasioned on or about any part of the License Area, and all other areas adjacent to the License Area, with such policy to be in the minimum amount of One Million ($1,000,000) Dollars for bodily injury to or death of one person and Five Million ($5,000,000) Dollars 2 �aggregate per occurrence for bodily injury and death and One Million Dollars ($1,000,000) for property damages; (b) Comprehensive automobile insurance including owned and non-owned automobile insurance with a minimum limit of One Million ($1,000,000) Dollars per occurrence combined single limits for bodily injury and property damage; (c) Worker's compensation insurance to the extent required by applicable law with respect to all persons employed or hired by Licensee and/or any sub-licensees, and containing such terms and conditions as are required under applicable law; (d) Excess liability of Five Million ($5,000,000) Dollars per occurrence and aggregate; All insurance policies required to be procured and maintained hereunder shall (i) be issued by financial responsible insurance companies acceptable to Licensor; (ii) be written as primary policy coverage and not contributing with or in excess of any coverage which Licensor may carry; (iii) with the exception of worker's compensation insurance, insure and name Licensor and the IDA, as additional insureds as their interests may appear; and (iv) contain an express waiver of any right of subrogation by the insurance company against Licensor, and the IDA and their agents and employees. Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to any insurance coverage, shall be deemed to limit or restrict in any way the liability of Licensee (or its invitees) arising under or out of this Agreement. On or before the execution of this Agreement by the parties herein, Licensee shall deliver to Licensor and the IDA certificates of insurance evidencing all of the coverage required hereunder. Each insurance policy with the exception of worker's compensation insurance required to be carried hereunder shall provide that, unless Licensor and the IDA shall first have been given thirty (30) days prior written notice, (i) such insurance policy shall not be canceled and shall continue in full force and effect; and (ii) no material changes may be made in such insurance policy (which changes shall also require Licensor's and the IDA's prior written approval). Licensee shall not do or permit to be done any act or thing upon the Property that will invalidate or be in conflict with any insurance policies covering the same. Licensee shall promptly comply with all insurance underwriters' rules, orders, regulations, or requirements relating to such insurance policies, and shall not do or permit anything to be done in or about the Property which shall increase the rate of insurance on the Property. (8) INDEMNIFICATION: Licensee shall defend, indemnify, protect, and save harmless Licensor and the IDA, their respective Affiliates (as defined below), and their respective members, partners, venturers, stockholders, directors, officers, employees, agents, spouses, legal representatives, successors and assigns ("Licensor Parties") from and against any and all claims, actions, suits, damages, liabilities, costs, and expenses, including, without limitation, 3 �reasonable attorneys' fees and disbursements, that: (i) arise form or are in any way connected with the License granted hereunder for the Property or any portion thereof or any of Licensee's activities on the Property prior to the date of this Agreement BUT NOT ARISING FROM ANY ACT OR OMISSION OF LICENSOR; (ii) arise from or are in any way connected with any act or omission of Licensee or Licensee's agents, employees, contractors, subcontractors, sub-licensees or invitees; (iii) result from any default of this Agreement or any provision hereof by Licensee; (iv) result from the presence of Licensee's or any of its sub-licensee's goods, property or equipment on the Property; or (v) result from injury to person or property or loss of life sustained in or about the Property, all regardless of whether such claims are asserted or incurred before during, or after the term of this Agreement. Licensee's obligations under this paragraph shall survive the expiration of this Agreement. "Affiliate" means, with respect to any Person, together with its and their respective partners, venturers, directors, officers, stockholders, agents, employees and spouses. A Person shall be presumed to have control when it possesses the power, directly or indirectly, to direct, or cause the direction of the management or policies of another Person, whether through ownership of voting securities, by contract, or otherwise. "Person" means an individual, partnership, limited liability company, association, corporation or other entity. (9) WAIVER OF RESPONSIBILITY: Neither Licensor, nor the Licensor Parties shall be liable for, and Licensee waives, all claims for loss or damage, economic or otherwise, to Licensee's business or damage to person or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence in, on or about the Property, or any part of the Property, including, without limitation, claims for loss, theft, damage, injury or loss of life resulting from any cause whatsoever, EXCEPT FOR WILFUL ACTS OF MISCONDUCT BY LICENSOR. To the maximum extent permitted by law, Licensee shall use and occupy the Property as Licensee is herein give the right to use, at Licensee's own risk, and Licensee hereby assumes such risk. (10) VACATION OF PREMISES: Upon termination of this Agreement, Licensee shall promptly (i) remove its personnel, materials, equipment, and personal property from the Property, (ii) vacate the Property, and (iii) return the Property to its original condition prior to the Permitted Use. Licensee shall keep the Property clean and shall repair any damage to the Property caused by Licensee's or any sub-licensee's use thereof or caused by Licensee's or any sub licensee's removal of its materials, equipment, and personal property there from. (11) HAZARDOUS SUBSTANCES AND PROHIBITED USE: Licensee, its agents, employees, sub-licensees and contractors, shall not at any time cause or permit any Hazardous Substances to be brought upon, kept, used or released in, on, or about the Property. Hazardous Substances are defined as 4 �any hazardous substances, hazardous wastes, or toxic substances, petroleum, petroleum byproducts, or derivates, as those terms are defined and regulated under CERCLA, 42 U.s.c. 9601 et seq., RCRA, 42 U.s.c. 6901 et seq., TSCA, 15 U.s.c. 2601 et seq., or any similar state statute, regulation or order. Licensee shall comply with all environmental laws and regulations and to take such other actions as may be reasonably required to protect the Property against environmental liabilities. Without limiting the foregoing, if the presence of any Hazardous Substances on or about the Property caused or permitted by licensee, either before or after the effective date of this Agreement, results in any contamination of any portion thereof Licensee shall promptly take all actions at its sole cost as are necessary to return the Property to the condition existing prior to the introduction of any such Hazardous Substances, subject to obtaining Licensor's prior written consent to the actions to be taken by Licensee, which consent may be granted or withheld in Licensor's sole discretion. The terms and provisions of this paragraph shall survive the expiration of this Agreement. (12) WASTE OR NUISANCE: Licensee shall, including, without limitation, any nuisance created by employees, agents, contractors, licensees or invitees of Licensee. During the term of this License, Licensee shall maintain all equipment, vehicles, and other materials on the Property in good condition, shall inspect the Property for evidence of any fluids or other materials leaking from such equipment or vehicles, or otherwise resulting from the other Permitted Uses, and shall clean up any such fluids and materials in accordance with the terms of this Agreement. (13) PROTECTION FROM LIENS: Licensee shall keep the Property and every part thereof free and clear of any and all liens and encumbrances for work performed by Licensee, or on Licensee's behalf, on the Property. (14) GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the State of New York and shall not be modified, altered, or amended except in writing as agreed to by the parties hereto. (15) NOTICES: All notices or other communications provided for under this Agreement shall be in writing, signed by the party giving the same, and shall be deemed properly given and received (i) when actually delivered and received, if personally delivered; or (ii) three (3) business days after being mailed, if sent by certified mail, postage prepaid, return receipt requested; or (iii) one (1) business day after being sent by overnight delivery service, all to the following addresses: If to Licensor: GENERAL MOTORS CORPORATION c/o Worldwide Real Estate 200 Renaissance Center 5 �MC 482-B38-LCN Detroit, MI 48265-2000 Attention: Executive Director If to Licensee: VILLAGE OF SLEEPY HOLLOW Att: Village Administrator 28 Beekman Avenue Sleepy Hollow, New York 10591 If to IDA: Town of Mt. Pleasant IDA One Town Hall Plaza Valhalla, New York 10595 IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above. GENERAL MOTORS CORPORATION By: ______________________ Name: ___________________ Title: ________________ VILLAGE OF SLEEPY HOLLOW By: _____________________ Kenneth G. Wray, Mayor 6 �Meeting Date: 07/24/2012 Resolution #: 07/87/2012 Resolution of the Board of Trustees of the Village of Sleepy Hollow Appointing Members of the Recreation Advisory Committee. The Board of Trustees hereby confirms the Mayor's appointment of Carl Avidas for a term of 4 years, said term to end on March 31, 2016. The Board of Trustees hereby confirms the Mayor's appointment of Alicia Santochi for a term of 4 years, said term to end on March 31, 2016. The Board of Trustees hereby confirms the Mayor's appointment of Ana Lopez for a term of 3 years, said term to end on March 31, 2015. The Board of Trustees hereby confirms the Mayor's appointment of Herb Weltig for a term of 3 years, said term to end on March 31, 2015. Moved: Trustee MacFarlane Absent: Trustee Stupel Seconded: Trustee Lobato-Church Vote: 5-0 �Meeting Date: 07/24/2012 Resolution #: 07/88/2012 Resolution of the Board of Trustees of the Village of Sleepy Hollow Appointing Members of the Recreation Advisory Committee. The Board of Trustees hereby confirms the Mayor's appointment of Carl Avidas for a term of 4 years, said term to end on March 31, 2016. The Board of Trustees hereby confirms the Mayor's appointment of Alicia Santochi for a term of 4 years, said term to end on March 31, 2016. The Board of Trustees hereby confirms the Mayor's appointment of Ana Lopez for a term of 3 years, said term to end on March 31, 2015. The Board of Trustees hereby confirms the Mayor's appointment of Herb Weltig for a term of 3 years, said term to end on March 31, 2015. Moved: Trustee MacFarlane Absent: Trustee Stupel Seconded: Trustee Lobato-Church Vote: 5-0 �Meeting Date: 07/24/2012 Resolution #: 07/89/2012 Resolution of the Board of Trustees of the Village of Sleepy Hollow Appointing Members of the Police Advisory Committee. The Board of Trustees hereby confirms the Mayor's appointment of Stella Garlick for a term of 2 years, said term to end on March 31, 2014. The Board of Trustees hereby confirms the Mayor's appointment of Maria-Rose DeMilia- Powers for a term of 2 years, said term to end on March 31, 2014. Moved: Trustee Lobato-Church Absent: Trustee Stupel Seconded: Deputy Mayor Wompa Vote: 5-0 � 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_2012-07-24_RES-07-86 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