https://sleepyhollow.localarchives.org/files/original/480de30bca03cf5f79ba7ad97dcc9b1c.pdf ec9950ea0894ac5db3b48fd1a8ee8ade PDF Text Text Meeting Date: 07/17/2018 Resolution #: 07/70/2018 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing the Mayor to Sign Inter-Municipal Agreement with the County of Westchester to Maintain and Operate Kingsland Point Park WHEREAS, In 2003, the Village of Sleepy Hollow entered into an Inter-Municipal Agreement with the County of Westchester to maintain and operate Kingsland Point Park; and WHEREAS, The Village Board is desirous of extending the term of this expired InterMunicipal Agreement through December 31, 2022. NOW, THEREFORE, BE IT RESOLVED that the Board of Trustees of the Village of Sleepy Hollow Authorizes the Mayor to sign the attached Inter-Municipal Agreement with the County of Westchester to maintain and operate Kingsland Point Park until December 31, 2022. Moved: Trustee Gebler Absent: Trustee Leavy Seconded: Trustee Spiro Vote: Unanimous �Anthony Giaccio From: Sent: To: Cc: Subject: Attachments: O'Connor, Kathleen <koc2@westchestergov.com> Thursday, July 26. 2018 1:46 PM Anthony Giaccio Tartaglia, Peter FW: Kingsland Point IMA Sleepy Hollow IMA Kingsland Pt Park 7-13-18 FINALdoc Hi Anthony....here is the email at your request: To The Village Board of Sleepy Hollow: I respectfully request that the attached IMA be signed by the Village of Sleepy Hollow. This includes the requests for the water line to be included in capital projects as well as agreeing to an annual meeting with the county and the village. The county will put forth a "good faith effort" to discuss with the Board of Legislators the possibility of amending the current legislation to include other projects that will cost over $20,000. Hopefully, this will allow the Board to agree to your signing the IMA...thanks, Kathy JCcUfiieen d'Oxmnmy eanwiii5iotie% Westchester County Parks Recreation and Conservation/ 914-231-4504 (Office) 914-813-4678 (Fax) Performance Respect Commitment Westchester County wants to be able to contact you in an emergency. Sign up at www.westchesteran^^mm �Licensed Premises, comprising approximately eighteen (18) acres, are more fully described on the map annexed hereto and made part hereof as "Exhibit "A". The Licensed Premises shall be operated and maintained by the Licensee for use solely and exclusively for municipal recreational purposes and subject to all the terms, conditions and covenants herein. ARTICLE II RIGHTS AND RESPONSIBILITIES OF THE MUNICIPALITY Section 2.0. The Licensee shall not assign this License or sublicense the licensed premises or any part thereof without the prior written consent of the County. Section 2.1. The Licensee shall, at its sole cost and expense, maintain and operate the Licensed Premises as a municipal recreational facility and the Tarrytown lighthouse in accordance with all applicable federal, state and local laws, rules, regulations, ordinances and codes (including, v^dthout limitation, the State and County Health and Sanitary Code, laws, etc. conceming the prevention and abatement of nuisance and other grievances in or upon or connected with the Licensed Premises) for the benefit of County residents without regard to race, color, creed, sex, age, physical disability, national origin, genetic disposition or carrier status. Section 2.2. The Licensee shall not sell, offer for sale nor permit the sale of any food, commodity, ware or merchandise of any kind, nature or description on the Licensed Premises or charge a fee for parking without the written consent of the Commissioner, such consent not to be unreasonably withheld. The County authorizes the Village to enter into a sub-license for the use of portions of the Licensed Premises with the Teatown Lake Reservation, Inc. for education classes at the bathhouse under substantially the same terms and conditions that this organization is currently using the Licensed Premises. In addition, the County authorizes the Village to enter into a sub-license for the use of portions of the �Licensed Premises by SEAS Westchester for sailing classes and by a kayak concession. The Licensed Premises shall remain open and accessible to all County Residents Section 2.3. The Licensee shall not charge, impose or collect any fees for entrance into or for use of the Licensed Premises without the prior written consent of the Commissioner. In the event that a fee or reservation system are implemented, no preference may be granted to residents of the Village of Sleepy Hollow as the Licensed Premises shall be open to all Westchester County residents. The County shall have the right to inspect any of the Licensee's records concerning such reservations and fees to insure the compliance with this provision of the Agreement during regular business hours and upon reasonable notice to the Licensee. Section 2.4. (a) The Licensee accepts all buildings, roads, paths, and other park areas provided under the terms of this License "as is" in their present existing condition. The Licensee shall, at its sole cost and expense, make repairs or improvements necessary to utilize the Licensed Premises. (b) The Licensee .shall, at its sole cost and expense, maintain and repair the National Register of Historic Places listed Tarrytown lighthouse in accordance with "The Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings" available from the U.S. Department of the Interior, National Park Service, Preservation Assistance Division, Washington, D.C. In addition, although not listed on the National Register of Historic Places, all repairs, improvements and reuse of the 1926 bathhouse will have to be in accordance with "The Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings". (c) Any repairs, improvements or construction undertaken on the Licensed Premises shall be undertaken only with the prior written consent of the Commissioner, such consent not to be unreasonably withheld. The Licensee shall not erect nor allow �the erection of any advertising signs in or on the Licensed Premises without obtaining the prior written consent of the Commissioner. Title to any approved alterations, improvements or fixtures shall immediately, upon installation, vest in the County. Section 2.5. The Licensee shall procure and maintain insurance coverage as specified in Exhibit "B" attached hereto and made a part hereof Notwithstanding the preceding sentence, the Licensee may provide proof of self-insurance in lieu of insurance policies. In addition to, and not in limitation of the insurance requirements set forth in Exhibit "B", the Licensee agrees: (a) that except for the amount, if any, of damage contributed to, caused by or resulting from the negligence or willful misconduct of the County, its elected officials, officers, employees and agents, the Licensee shall indemnify and hold harmless the County, its elected officials, officers, employees and agents from and against any and all liability, damage, claims, demands, costs, judgments, fees, attorneys' fees or loss arising directly or indirectly out of the maintenance, operation, security and/or repair of the Licensed Premises and this Agreement and of the acts or omissions hereunder by the Licensee or third parties under the direction or control of the Licensee; and (b) to provide defense for and defend, at its sole expense, any and all claims, demands or causes of action directly or indirectly arising out of maintenance, operation, security and/or repair of the Licensed Premises and this Agreement and to bear all other costs and expenses related thereto, except for any claims, demands or causes of action arising from the negligence or willful misconduct of the County, its elected officials, officers, employees and agents. Section 2.6. The Licensee shall comply, at its own expense, with the provisions of all applicable federal, state and local laws, rules, regulations or requirements. Section 2.7. The Licensee expressly agrees that neither it nor any contractor, subcontractor, employee, or any other person acting on its behalf shall discriminate against or �intimidate any employee or other individual on the basis of race, creed, religion, color, gender, age, national origin, ethnicity, alienage or citizenship status, disability, marital status, sexual orientation, familial status, genetic predisposition or carrier status during the term of or in connection with this Agreement, as those terms may be defined in Chapter 700 of the Laws of Westchester County. Section 2.8. The Licensee shall continuously throughout the term of this Agreement, provide reasonable and adequate security for the Licensed Premises through the Licensee's police department or other agency designated to provide police services. Section 2.9. The Licensee at its sole cost and expense shall maintain and properly supervise the Licensed Premises, it being understood and agreed that such maintenance and supervision shall be performed by the Licensee to the satisfaction of, and as directed by the Commissioner, which shall include but not be limited to the maintenance and upkeep of the Licensed Premises. Section 2.10. The County, its officers, employees or agents, shall be entitled to enter the Licensed Premises, or any part thereof for the purpose of inspecting, observing and monitoring the operation of the park. Section 2.11. The Licensee shall keep the grass on the Licensed Premises neatly mowed and maintain the grounds in a neat and tidy condition, allowing no papers or refuse to remain thereon, all of which shall be done in a manner satisfactory to the Commissioner. The Licensee shall, at its own cost and expense, keep any and all refuse in containers and remove and dispose as required. The Village, at its sole cost and expense, shall provide maintenance in accordance with the maintenance schedule attached hereto and made a part hereof as Exhibit "A-1". The Village shall be responsible for the maintenance of all other areas on the Licensed Premises Section 2.12. The parties acknowledge that the existing lighthouse and seawall may require substantial renovations during the term of this Agreement. The County shall retain responsibility for financing "substantial renovations", defined as those improvements in structure �and supportive systems of the lighthouse, water line and seawall which exceed $20,000 per calendar year. On an annual basis, the parties will meet to discuss the status of all capital projects being planned for the park. ARTICLE III RESPONSIBILITIES OF THE COUNTY Section 3.0. The County shall have no responsibility under this Agreement except as set forth in Section 2.14 hereof. ARTICLE IV TERM OF AGREEMENT Section 4.0. The term of this agreement shall be five (5) years commencing on January 1, 2017 and expiring on December 31,2022, unless terminated sooner as provided herein. Section 4.1. The Licensee shall pay to the County for the term of this License, an annual license fee of One (1) Dollar on the commencement date of this License and on each anniversary date thereof at the address herein provided. While the licensed premises are presently exempt from real property taxes and other special assessments under the Real Property Tax Law, in the event that such law is changed, or in the event that the licensed premises become the subject to taxation under the cited or any other federal, state or local law, the Licensee, as additional rental, shall pay and discharge (when due and payable) any and all real estate taxes, assessments, water meter (including any expenses incident to the installation, repair or replacement of any water meter) and sewer rents and all other such charges, taxes, assessments, rent, license fees, levies and sums of every kind, nature and description, which may become and payable with respect to the licensed premises during the licensed term. �ARTICLE V NOTICES Section 5.0. All notices of any nature referred to in this Agreement shall be in writing and either sent by registered or certified mail postage pre-paid, or sent by hand or overnight courier, or sent by facsimile (with acknowledgment received and a copy of the notice sent by overnight courier), to the respective addresses set forth below or to such other addresses as the respective parties hereto may designate in writing. Notice shall be effective on the date of receipt. To the Countv: Commissioner of Parks, Recreation and Conservation County of Westchester 450 Saw Mill River Road Ardsley, New York 10502 with a copy to: County Attorney 148 Martine Avenue, Room 600 White Plains, New York 10601 To the Licensee: Mayor Village of Sleepy Hollow 28 Beekman Avenue Sleepy Hollow, New York 10591 with a copy to: Village Administrator 28 Beekman Avenue Sleepy Hollow, New York 10591 Village Attorney 28 Beekman Avenue Sleepy Hollow, New York 10591 ARTICLE VI MISCELLANEOUS Section 6.0. Any purported delegation of duties or assignment of rights under this Agreement without the prior express written consent of the County is void. �Section 6.1. The failure of the County to insist upon strict performance of any term, condition or covenant herein shall not be deemed a waiver of any rights or remedies that the County may have and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions or covenants herein. Section 6.2. (a) The County or the Licensee, upon one hundred twenty (120) days notice to the other party, may terminate this Agreement in whole or in part when the County or the Licensee deems it to be in its best interest. (b) In the event that the Licensee materially defaults in the performance of any term, condition or covenant herein contained, the County, at its option and in addition to any other remedy it may have to seek damages, judicial enforcement or any other lawful remedy, may terminate this Agreement upon ten (10) days notice to the Licensee; provided, however, that the Licensee may cure the default complained of within such notice period, or, if any such default is not curable within such notice period by promptly commencing to cure the defauh and diligently pursuing all necessary and appropriate action to effect such cure. Notice shall be effective on the date of receipt. Section 6.3. It is mutually understood and agreed that the terms, covenants, conditions and agreements herein contained shall be binding upon the parties hereto and upon their respective successors, legal representatives and assigns. Section 6.4. 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. Section 6.5 It is recognized and understood that the Licensee is not an agent of the County and in accordance with such status, the Licensee, its consultant(s), its subcontractor(s), and their respective officers, agents, employees, representatives and servants shall at all times during the term of this Agreement neither hold themselves out as, nor claim to be acting in the �capacity of officers, employees, agents, representatives or servants of the County, nor make any claim, demand or application for any right or privilege applicable to the County, including without limitation, rights or privileges derived from workers compensation coverage, unemployment insurance benefits, social security coverage and retirement membership or credit. Section 6.6. This Agreement shall not be enforceable until signed by both parties and approved by the Office of the County Attomey. Section 6.7. In the event that any one or more provisions, sections, subsections, clauses or words of this Agreement are for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, but this Agreement shall be construed and enforced as if such illegal or invalid section, subsection, clause or word has not been contained herein. Section 6.8. This Agreement shall be deemed executory only to the extent of flmds appropriated and made available for the purpose of this Agreement and no liability on account thereof shall be incurred by the County beyond the amount of such appropriated funds. Section 6.9. All covenants, stipulations, promises, agreements and obligations of the Licensee and the County contained herein shall be deemed to be stipulations, promises, agreements and obligations of the Licensee and the County and not of any member, officer or employee of the Licensee or the County in his individual capacity and no recourse shall be had for any obligation or liability herein or any claim based thereon against any member, officer or employee of the Licensee or the County or any natural person executing this Agreement. Section 6.10. The parties each agree to execute and deliver such further instruments and to obtain such additional authority as may be required to carry out the intent and purpose of this Agreement. � 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-2018 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_2018-07-17_RES-70 Subject The topic of the resource Board of Trustees Minutes-2018 Date A point or period of time associated with an event in the lifecycle of the resource 2018 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