https://sleepyhollow.localarchives.org/files/original/cd3ec0e40c5418aff32e44d3e7a1db95.pdf 125e7dc9a0f28793c59237259a07fafe PDF Text Text Minutes of the Board of Trustees Village of Sleepy Hollow A work session of the Board of Trustees of the Village of Sleepy Hollow was held on Tuesday, September 14th, 2004 at 7:00 P.M. in the boardroom at Village Hall, 28 Beekman Avenue, Sleepy Hollow, New York. Present: Mayor Philip E. Zegarelli Mario DiFelice Rich Zieja Andrew Murray Kay Grala Richard Spota Trustees Also Present: Dwight H. Douglas, Village Administrator Bob Ponzini, Village Counsel Dave Smith, Planning Consultant Sean McCarthy, Village Architect At 8:40 p.m. The Mayor called the Board into special session to hold a continuation of a public hearing on various amendments to the zoning ordinance and act on certain legislative matters. On a motion of Trustee Spota, seconded by Trustee DiFelice, the public hearing was closed after a planning board report was received into the record. The attached appointments and resolutions were duly adopted as noted. At 9:10 p.m. on a motion of Trustee DiFelice, seconded by Trustee Murray the board entered into executive session to review certain litigation and personnel matters. At 10:10 p.m. the board came out of executive session. No action was taken during the executive session. On a motion of Trustee Murray, seconded by Trustee Zieja the meeting was adjourned. -Respectfully submitted, ^-. Dwight FL Douglas, Villagd-Xaministrator �295 Aleetiiig Date: 09/14/04 Resolution #: 09/148/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of Richard Green as theCDBG representative. Moved: Trustee DiFelice Seconded: Trustee Murray Vote: 6-0 Resolution #: 09/149/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of Gary Malunis to the Planning Board to fill a vacancy, term to expire in April 2007. Moved: Trustee Murray Seconded:Trustee Zieja Vote: 6-0 Resolution #: 09/150/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of Joan Levy Weiss to the Disabilities Advisory Board to fill a vacancy, term to expire in April 2006. Resolution #: 09/151/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of Anamarie McGinnis to the Architectural Review Board to fill a vacancy, term to expire April 2008. Moved: Trustee Grala Seconded: Trustee Spota Vote: 6-0 Resolution #: 09/152/04 Be it resolved that the Mayor and Board of Trustees does hereby accept the resignation of Michelle Stratman from the Library Board with regrets and best wishes. Moved: Trustee DiFelice Seconded: Trustee Murray Vote: 6-0 �i98 Meeting Date: 09/14/04 Resolution #: 09/153/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of David Livingston to the Library Board to fill a vacancy, terni to expire April 2007. Moved: Trustee Murray Seconded: Trustee Zieja Vote: 6-0 Resolution #:' 09/154/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointment of David Cartenuto to the Ethics Board to fill a vacancy, term to expire April 2006. Movedflrustee Zieja Seconded:Trustee Grala Vote:6-0 Resolution #: 09/155/04 Be it resolved that the Board of Trustees does hereby confirm the Mayor's appointments of Chris Skelly, Henry Steiner and Tim Judd to the Traihvays Committee for a term of one year. Moved:Trustee Grala Seconded:Trustee Spota Vote: 6-0 �297 I Meeting Date: 09/14/04 Resolution #: 09/156/04 Resolution of the Board of Trustees of the Village of Sleepy Hollow To Ratify the Mayor's Authorization to Cultural Group and Ecuadorian Tradition for Use of Barnhart Park WHEREAS, the Cultural Group and Ecuadorian Tradition ("Group") has requested the use of an area in Barnhart Park for its annual celebration on September 19, 2004 from 10:00 a.m. to 6:00 p.m., and WHEREAS, the Group has further requested to have a parade on Clinton Street, Cortlandt Street and Beekman Avenue on September 19, 2004 between 12:00 Noon and 1:00 p.m. I NOW, THEREFORE, BE IT RESOLVED that the Board of Trustees ratifies the Mayor's actions to authorize the Group to hold its celebration in Barnhart Park at a fee of $200.00 to be deposited with the Village of Sleepy Hollow before the event; require the Group to supply at least one "port-o-san"; and allow the parade on Clinton Street, Cortlandt Street and Beekman Avenue from 12:00 Noon to 1:00 p.m. Moved: Trustee Spota Seconded: Trustee DiFelice Vote: Unanimous I • - - » v ^-.j,».v. •i.-ivit-.S'-AVjt:*** i-»V-«5K: ^tnfr*i3&S& f rJ^£^ii!ii^^^it^^^^'^^^^"'*^' ^^^'-^^^»^i^J^Boi^^^^^^ �Meeting Date: 0 9 / 1 k/ 0 4 Resolution??: 09/157/04 RESOLUTION OF THE BOARD OF TRUSTEES OF THE VILLAGE OF SLEEPY HOLLOW ADOPTING A LOCAL LAW ATTENDING CHAPTER 24 OF THE VILLAGE CODE ENTITLE "GARBAGE" AS ADOPTED AND AMENDED 04/27/04. WHEREAS, a local law was proposed and adopted amending and replacing Chapter 24 of the Village Code of the Village of Sleepy Hollow entitled "Garbage", and WHEREAS, that local law with its changes was formally approved after a public hearing and a resolution adopted on 04/27/04, and WHEREAS, after additional study by the Mayor and Board of Trustees which included the comments of the general public, it is the position of the Board that it would be in the best interests of the Village to modify that law as amended, NOW THEREFORE BE IT RESOLVED, that the Chapter 24 of the Code of the Village of Sleepy Hollow as adopted and replaced on 04/27/04 is hereby further amended by this local law. This local law shall take effect retroactive to 3une 1,2004. Moved:Trustee DiFelicd^econded: T r u s t e e M u r r a y SOW. UM OSSuSSJHS Vote: iW MIM3S IHiZliOd s2)£i_5 SSHIYS-SOJJ U-ll �299 I LOCAL LAW NO. OF 2004 AMENDING CHAPTER 24 OF THE CODE OP THE VILLAGE OF SLEEPY HOLLOW ENTITLED "GARBAGE" Be it enacted by the Board of Trustees of the Village of Sleepy Hollow as follows: Section 1: Chapter 24 of the Code of the Village of Sleepy Hollow entitled "Garbage" is hereby amended to read as follows: Chapter 24 Garbage Section 24-S Collection regulations and practices. I A. 4) For each property listed below to be picked up and emptied by the Village, the owner of the premises shall pay the following fee to the Village: Delete:( ) Add: Garbage Commercial and mixed use properties of (15,000 s.f.) 20.000 s.f. and above annual payment of $5,000.00 Garbage Evidence - 4.5.6. units SI 0.00 per week Section 24-10 Fees for special services. Section 2. This local law shall take effect immediately upon filing in the office of the Secretary of State retroactive to June i. 2004. (except) and. (that) the requirement to pay an annual fee for pick up of mechanically emptied containers shall be first effective June T\ 2004. Bills for such fees shall be included in the Village's semi-annual tax bills. I fjo/soo c it?-i essssszm <m JQIAGK imm sans $ai»-*>Ji zt-.u tm-u^t �300 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Contract Extension Environmental Engineering Services with Lawler, Matusky & Skelly Engineers, LLP I Whereas, the Mayor and Trustees of the Village of Sleepy Hollow have requested and received a proposal from Lawler, Matusky & Skelly Engineers, LLP of One Blue Hill Plaza, P.O.Box 1509, Pearl River, New York 10965 (herein the "consultants") to provide certain follow-up engineering consultant services to assist in the redevelopment and expansion of Barnhart Park at a proposed cost of $7,800, and as more fully described in the attached September 1, 2004 letter proposal (herein "proposal") attached hereto and made a part of this resolution, and Whereas, review of said proposal indicates that the tasks and costs ascribed to said proposal appear to be appropriate and necessary, Now, Therefore, Be It Resolved that, the Village Board herein authorizes the Mayor to execute the September 1, 2004 letter proposal at a total anticipated cost of $7,800, funds to be appropriated from the Village's capital fund budget, and to take all other steps necessary to effectuate the intent of this resolution. i I Moved: Trustee Murray Resolution # 09/158/04 Date: 09/14/04 Seconded: Trustee Zieja Vote: Unanimous �301 Lawler, lVA3.tU.SlV y E n v i r o n m e n t a l S c i e n c e S. E n g i n e e r i n g C o n s u l t a n t s rSkelly Engineers LLP I,: 1 September 2004 File No.: 045-501 Mr. Dwight Douglas Village Administrator Village of Sleepy Hollow 28 Beekman Avenue Sleepy Hollow, New York 10591 Re: Proposed Scope and Budget: Environmental Review during Construction Tasks Barnhart Park Dear Mr. Douglas: As a follow-up to our meeting of August 26, 2004, Lawler, Matusky & Skelly Engineers LLP (LMS) is pleased to present this scope and budget for performing environmental and health and safety (1I&.S) review tasks for the above-referenced property. The proposed tasks are summarized below. Estimated costs for each task (along with assumptions) are also provided. Review File Information (former Industrial Facility layout, data) and Proposed Construction LMS will revisit the site's historic information (documents and Microfilm received from NYSDEC that describe contaminant concentrations in shallow soils and layout of the former Duracell facility) along with the proposed plans for the parking lot and park improvements for purposes of understanding the environmental and H&S issues that may impact future construction at the site. We will coordinate our work with Westchester County Planning and Jim Hahn, as discussed, to define testing required and provide H&S planning. The estimated budget for this task is S700. Soil Sampling Under this task, LMS will assemble a soil sampling plan for purposes of collecting key environmental data to evaluate proposed excavation work. Although only minor excavation is anticipated, the sample data and field observations will assist the selected Contractor with health and safety planning and off-site soil disposal options. For this scope, it is assumed that two days of field sampling will be performed by LMS (assumption of less than 20 shallow samples to be collected) at locations of proposed deep plantings and utilities. Sampling will be conducted with the assistance of our direct-push sample rig. and qualified LMS technicians will log and describe the geological characteristics of the encountered materials. Field observations of possible contamination (as identified by visual indications of staining, odors, and real-time field screening instruments) will also be noted. The estimated budget for the soil sampling task is S3400. including anticipated labor, two days of field work, and equipment expenses. As part of this task. LMS will also solicit three bids for analytical laboratory services. It is recommended OM= BLU= H a i PLAZA - P.O. BOX 1SCQ - PEARL P2VSR. MY 1 Q 3 S 5 I&S5) "733 6 3 3 3 - FAC5SVELE 1345} 7 3 5 - 7 - a S B - WESSTTE: WWW.LM3EMG COM �Mr. Dwight Douglas Barnhart Park ] September 2004 Paue ....2 302 that all samples be analyzed for the eight RCRA metals and volatile organic compounds (VOCs), and that 2-3 samples be analyzed for a full suite of parameters that will facilitate future soil disposal decisions (total preliminary project estimate of less than $7000 in lab fees, based on the above sampling rationale). It is assumed that the Village of Sleepy Hollow will contract directly with the selected laboratory, and anticipated lab costs are not included in this scope. Assemble Soil Management Plan and Temporary On-Site Observations Subsequent to receiving and assessing the analytical data, LMS will assemble a Soil Management Plan that will summarize the soil data and assist the Contractor and Engineer on items such as: soil excavation practices, temporary stockpiling, soil erosion and sediment control measures, and soil disposal. LMS will identify contaminants from prior and current site soil chemical analyses for use by the Contractor in developing its own H&S Plan. This task also assumes that an LMS geologist will periodically visit the site during construction for purposes of monitoring excavation and soil management work. We project five on-site days with realtime screening equipment, although the actual need for observations will depend on the soil sampling results and final construction plans. The estimated budget for this task is S3700. The total budget for the above tasks is estimated at S7800. Please note that LMS can participate in additional project tasks such as: review or collection of waste classification sampling that may be required prior to off-site disposal, preparation of stormwater pollution prevention plan (SWPPP), additional on-site presence on behalf of the Village, participation at public meetings, and review of the conditions of the NYSDEC BUD relevant to the Barnhart Park project. We have worked on several BUD applications and work plans and have experience with NYSDEC Region 3 staff. I have enclosed a copy of our Standard Professional Services (Time and Materials) Agreement and Billing Policy. If this scope meets your needs, please sign both copies of the enclosed agreement and return for our counter signature. An executed copy will be returned for your files. LMS can begin work on the above tasks immediately upon receiving notice to proceed. Please let me know if I can provide you with additional information, or if you have any questions regarding this letter. LMS looks forward to initiating work on this project in the near future. Regards, l^iUUP'Hyio -£» Thomas E. Pease, PhD, P.E. Lawler Matusky W Skelly Engineers u.r �303 I LAWLER, MATUSKY & SKELLV ENGINEERS LLP PROFESSIONAL SERVICES AGREEMENT NO. 164-04 11 IIS AGREEMENT, made and entered into as of the l51 day of September. 2004 by and between LAWLER. MATUSKY & SKELLY ENGINEERS LLP (hereinafter "LMS"). having its principal office at One Blue Hill Pla/a. Pearl River. New York 10965. and the VILLAGE of SLEEPY HOLLOW hereinafter-CLIENT"), having its principal office at Village Hall, 28 Beekman Avenue, Sleepy Hollow, New York 10591. LMS and CLIENT, in consideration of the mutual covenants, terms and conditions hereinafter set forth, agree as follows: 1. SERVICES. LMS agrees to perform for CLIENT the services described in its proposal dated September 1,2004 (LMS File No. 045-501 -Barnhart Park, Environmental Re\-iewofConstruction Tasks), incorporated by reference herein and expressly made a part of this AGREEMENT. 2. PAYMENT FOR SERVICES AND EXPENSES. CLIENT agrees to pay LMS in accordance with the rates for services and expenses set forth in Attachment A. If CLIENT fails to make any payment due LMS for services and expenses within sixty days after receipt of LMS' statement therefor, the amounts due LMS will be increased by 1 Vz percent per month from said sixtieth day. and in addition. LMS may thereafter, after giving seven days' written notice to CLIENT, suspend further services under this AGREEMENT until LMS has been paid in full for all prior outstanding statements. I The total estimated cost for the services and expenses is S7,800. LMS shall notify the CLIENT in writing when an amount equal to 75% of this total estimated cost has been expended and shall advise CLIENT of any necessary revisions to the total estimated cost to complete LMS' services. The CLIENT shall advise LMS in writing within thirty (30) days of receipt of such revised total estimated cost of CLIENT'S approval of the revised estimated total cost. In the absence of such approval. LMS shall have no obligation to perform further services or incur expenses that would cause the costs for services and expenses to exceed the approved total estimated cost for the project. Records of LMS" services and expenses under this AGREEMENT will be kept in accordance with the generally accepted accounting practices currently utilized by LMS. 3. CLIENT'S RESPONSIBILITIES. Client shall designate a person to act as CLIENT'S representative with respect to the services to be rendered under this AGREEMENT. Such person shall have complete authority to transmit instructions, receive information, interpret and define CLIENTS policies and decisions with respect to LMS" services under this AGREEMENT. I lMtl4Skcp\}it>UoY.HnrnhcnVarkll4'>-i019;iit)4 Lawler, Matuskv & Skellv Engineers Li.r �304 I CLIENT shall, upon entering into this AGREEMENT, provide to LMS all existing availableinformation pertinent to the project including previous reports and any other data relative to the services to be provided by LMS, together with all such available information as may from time to time be requested by LMS during the course of the performance of its services. LMS shall be entitled to rely upon Client-provided documents and information in performing the services required under this AGREEMENT; however, LMS assumes no responsibility or liability for their accuracy or completeness. CLIENT shall arrange for access to and make all provisions in a timely fashion for LMS to enter upon public and private property as required for and/or requested by LMS to perform services under this AGREEMENT. STANDARD OF CARE. The services provided by LMS under this AGREEMENT shall be performed as reasonably required in accordance with generally accepted standards for professional engineering practice at the time when and the place where the services are rendered. INSURANCE. During the course of performance of the services, LMS will procure and maintain the following insurance coverage: Liability Workers' Compensation & Employer's Liability Comprehensive General Liability Automobile Liability Professional Liability i Limits of Liability Statutory S1,000,000 S 1,000,000 Si,000,000 If requested by the CLIENT, LMS shall furnish to CLIENT certificates of insurance, naming the Village of Sleepy Hollow as additional insured. OWNERSHIP OF DOCUMENTS. All documents including drawings and specifications prepared or furnished by LMS (and LMS' independent professional associates and consultants) pursuant to this AGREEMENT are instruments of service in respect of the project and LMS shall retain an ownership and property interest therein whether or not the Project is completed. CLIENT may make and retain copies for information and reference in connection with the use and occupancy of the project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by LMS will be at CLIENT'S soleriskand without liability or legal exposure to LMS, or to LMS' independent professional associates or consultants, and CLIENT shall indemnify and hold harmless LMS and LMS' independent professional associates and consultants from all claims, damages, losses and expenses including attorney's fees, arising out of or resulting therefrom. Any such verification or adaptation will entitle LMS to further compensation at rates to be agreed 164-04 ShcpytfoIloxvBarnhnri Park 045-501 9/1/04 Lavvler, Matusky & Skelly Engineers LLP I �305 upon by CLIENT and LMS. 7. DISPOSAL OF CONTAMINATED MATERIAL. It is understood and agreed that LMS is not. and has no responsibility as, a handler, generator, operator, treater or storer, transporter or disposer of hazardous or toxic substances found or identified at a site, and that CLIENT shall be responsible for the handling, removal, treatment, storage, transportation and disposal of such substances or constituents found or identified at the site. 8. PRECEDENCE. This AGREEMENT shall take precedence over any inconsistent or contradictor)' provisions contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding LMS' services. 9. SEVERABILITY. If any of the terms and conditions of this AGREEMENT shall be finally determined to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect, and be binding upon the parties hereto. The parties agree to reform this AGREEMENT to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. 10. MISCELLANEOUS. The failure of LMS to insist upon or to enforce, in any instance, strict performance by CLIENT of any of the terms and conditions of this AGREEMENT or to exercise any rights herein conferred shall not be construed as a waiver or relinquishment to any extent of itsrightto assert or rely upon any such terms or rights on any future occasion, nor shall it be construed as any waiver or relinquishment of its rights under any other provision of this AGREEMENT. _ ^m m The contractual rights and obligations of the parties hereto, and the entire AGREEMENT and understanding between them, are fully set forth in this AGREEMENT, inclusive of all prior written and oral understandings and other communications, which are deemed merged herein. This AGREEMENT is not subject to any modifications, except by a subsequent writing signed by both parties. 11. 12. FEDERALM ETC, REQUIREMENTS. LMS shall comply, at its own cost and expense, with the provisions of all applicable Federal, State, County, and Municipal requirements applicable to LMS as an employer of labor or otherwise. LMS shall further comply with all rules, regulations and licensing requirements pertaining to its professional status and that of its employees, partners, associates, subcontractors and others employed to render services hereunder. ^& ^H ^fl TERMINATION BY MLLAGE. The Village may terminate this agreement at anytime, in whole or in part, without cause, whenever the Village deems such termination to be in its best interest. In such event. LMS shall be compensated and the Village shall be liable, only for payment for services already rendered under this agreement prior to the effective date of termination. 3 IM-0-: Sleep} Hollo*Bornh.-irt park 045-501 9/hV4 ' Lawler, Matusky & Skelly Engineers U.P �.306 The parties agree that any dispute or controversy between them arising out of or in connection with this AGREEMENT shall be subject to and conclusively resolved in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the day and year first above written. I LAWLER, MATUSKY & SKELLY ENGINEERS i.u- VILLAGE of SLEEPY HOLLOW By: BY: Print Print: Peier M. McGroddy Title: Title: Chief Operating Officer Daw: Date: I /6-*-0-' Siccpy HOUOK Br.rr.hon Part 045-501 9/I.V4 Lanier, Matusky & Skclly Engineers Li.r I �307 I ATTACHMENT A LAWLER, MATUSKY & SKELLY ENGINEERS LLP TIME & MATERIALS BILLING POLICY 1. Billing Rates The hourly billing rates for LMS personnel are as follows: LMS Grade Hourly Billing Rate 4-5 S38.00 6 44.00 7 49.00 8 61.00 9 69.00 10 77.00 11 94.00 12 112.00 13 • 126.00 1.4 142.00 15 150.00 16 170.00 Partner/Principal 190.00 I Assignments requiring OSHA Health & Safety training will be charged at the above rates plus five (5) percent. Litigation support services will be charged at the above rates plus twenty (20) percent. In addition to these fees, Client will be responsible for any sales taxes that may apply to services performed. 2. Direct Non -Salary Expenses Direct non-salary expenses shall be reimbursed at cost or a specified rate plus a 10% adminisiraiive service charge. Such expenses shall include but are not necessarily limited to travel connected with the project, subsistence, lodging, phone and other communication charges, reproduction, consultants and subcontractor fees, special equipment costs necessary for project execution, rental vehicles, operational costs of boats, 'laboratory usage fee, printing and binding, special insurance and any other costs not otherwise part of general office overhead. Employee and firm-owned passenger vehicles used on the project shall be billed at the rate the firm reimburses its employees (currently thirty-eight cents [S0.3S] per mile). Other company vehicles used on the project shall be billed at a rate of forty-four cents [S0.44] per mile plus a daily rate of S35.00. I 1/1/04 Lawler, Matusky & Skelly Engineers LLP �308 Rates for other in-house services such as specialized equipment, boats, computers and reproduction, etc., will be invoiced at established fixed rates. A list of other equipment and billing rates is available upon request. 3. Limitation of Costs LMS will not be obligated to continue performance or incur costs beyond the estimated costs unless the client agrees in writing to a revised estimated cost. 4. Termination of Services If services are terminated for the convenience of the client, the client shall pay all accrued obligations and costs associated with terminating the work. 5. Billing Date Billings shall be on a monthly basis and are payable upon receipt. The client shall pay an additional charge of 1-1/2 percent per month for any payment made more than 30 days after receipt of an invoice. Any attorney's fees, court costs or other related expenses incurred in collecting delinquent accounts shall be paid by client. 6. Changes in Policy The rates presented herein are effective for the period January 1 through December 31, 2004 and shall be subject to modification on January 1. 2005. 1/1/04 Lawler, Matusky & Skelly Engineers LLP �3fu; i Meeting Date: 09/14/04 Resolution'#: 09/159/04 Resolution of the Board of Trustees of the Village of Sleepy Hollow Authorizing Execution of Miller Van Eaton Contract Relating to Cable Television Franchise Renewal WHEREAS, by prior action, the Mayor and Board of Trustees have authorized an intermunicipal agreement with a consortium of communities to assist in negotiation of a cable franchise agreement, and WHEREAS, as part of that consortium consultant services have been requested and obtained from the firm of Miller Van Eaton to assist with said negotiations. NOW, THEREFORE, BE IT RESOLVED that the Mayor is herein authorized to execute the attached Agreement for Professional Services and to take other such steps as are necessary to effectuate the intent of this resolution. Moved: Trustee Zieja Seconded: Trustee Grala Vote: Unanimous �AGREEMENT FOR PROFESSIONAL SERVICES This is an Agreement for professional services dated as of September _, 2004, by and the Village of Briarcliff Manor, 1111 Pleasantville Road, Briarcliff Manor, New York 10510 ("Briarcliff') and the Village of Sleepy Hollow, 28 Beekman Avenue, Sleepy Hollow, New York 10591, ("Sleepy Hollow"), and Miller & Van Eaton P.L.L.C. ("Consultant"), with offices at 1155 Connecticut Avenue, N.W., Suite 1000, Washington, D.C. 20036-4320. WHEREAS, the Towns of New Castle, Mount Pleasant and Ossining and the Villages of Pleasantville and Ossining (the "Consortium") are simultaneously entering into an Agreement for Professional Services with Consultant (the "Agreement"); and WHEREAS, it v/as the intention ofthe Consortium and Consultant, that Briarcliff and Sleepy Hollow be deemed part of the Consortium for purposes of said Agreement; and WHEREAS, Briarcliff and Sleepy Hollow wish to ratify their participation in the Agreement as members of the Consortium and are hereby entering into this agreement for said purposes. Article 1. Scope of Work Consultant agrees to perform all services (the "Services") set forth in and in accordance with Consultant* s April 15,2004 and May 14,2004 letters ofproposal (collectively, the "Proposal"). The Proposal is annexed hereto and made a part of this Agreement as Schedule A. Article 2. Performance of Services In performing the Services, Consultant shall assign qualified personnel and perform said Services hi accordance with the professional standards and with the skill, diligence and quality control/quality assurance measures expected of a recognized professional consulting firm performing services of a similar nature. Consultant is hereby given notice that the Consortium will be relying upon the accuracy, competence, and completeness of Consultant's Services in using the results of these Services. Consultant shall at alltimescomply with all applicable laws, ordinances, statutes, rules and regulations. In addition, when on any site, Consultant and its employees and agents shall comply with all Federal, state and local personnel safety rules and all applicable conditions or requirements of any permit or authorization, order or directive issued by the Consortium or any court or governmental regulatory agency. Article 3. Consultant's Representations Consultant represents that it is fully experienced and properly qualified to perform the Sendees as provided under this Agreement and that it is properly permitted, equipped, organized and financed to perform such Services. Consultant understands that it may become necessary to submit �311 to government agencies or to a court of law part or all of the data, analyses or conclusions developed pursuant to the performance of these Services. Article 4. Compensation and Payment For satisfactory performance of the Services, the Consortium agrees to compensate Consultant in accordance with the Proposal. The Consortium will pay Consultant in accordance with the Town of New Castle's standard invoice payment procedures. Article 5. Independent Contractor In performing the Services and incurring expenses under this Agreement, Consultant shall operate as, and have the status of, an independent contractor and shall not act as agent or employee or be an agent or employee of the Consortium or any member thereof. As an independent contractor, Consultant shall be solely responsible for determining the means and methods of performing the Services and shall have complete charge and responsibility for Consultant's personnel engaged in the performance of the Services. Article 6. Assignment Consultant shall not assign any of itsrights,interests or obligations under this Agreement or subcontract any of the Services to be performed by it under this Agreement without the express written consent of the Consortium. Any subcontract or Assignment shall be subject to all of the terms of this Agreement. Article 7. Insurance Consultant shall maintain, or cause to be maintained, in full force and effect during the term of this Agreement, at its expense, Workers' Compensation Insurance, public liability insurance covering personal injury and property damage, and other insurance with minimum coverages as listed below. Such policies are to be in the broad form available on usual commercial terms and shall be written by insurers ofrecognized financial standing satisfactory to the Consortium who have been fully informed as to the nature of the Services to be performed. Except for Workers' Compensation and professional liability, the members of the Consortium shall be named as additional insureds on all such policies with the understanding that any obligations imposed upon the insured (including, without limitation, the liability to pay premiums) shall be the sole obligations of Consultant and not those of the Consortium or its members. Notwithstanding anything to the contrary in this Agreement, Consultant irrevocably waives all claims against the Consortium and its members for all losses, damages, claims or expenses resulting from risks commercially insurable under the insurance described infliisArticle 8. The provisions of insurance by Consultant shall not in any way limit Consultant's liability under this Agreement �Page 3 Tvpe of Coverage I Limits of Coverage V/orkers' Compensation Statutory Employer's Liability or similar insurance 51,000,000 each occurrence Automobile Liability Bodily Injury Property Damage 51,000,000 aggregate SI,000,000 each occurrence Comprehensive General Liability, including broad form contractual liability, bodily injury, and property damage S1,000,000 aggregate 51,000,000 each occurrence Consultant shall attach to this Agreement, certificates of insurance evidencing Consultant's compliance with these requirements. Each policy of insurance shall contain clauses to the effect that (i) such insurance (except professional liability) shall be primary withoutrightof contribution of any other insurance carried by or on behalf of the Consortium members with respect to its interests, (ii) it shall not be cancelled, including without limitation, for non-payment of premium, or materially changed or not renewed without ten (10) days prior written notice to the Consortium, and the Consortium shall have the option to pay any necessary premiums and charge the cost back to Consultant. Article 8. Indemnification | Consultant agrees to defend, mdemnify and hold harmless the members of the Consortium, their respective officials, employees, agents, reviewing boards and members of such boards, against all claims, losses, damages, liabilities, costs or expenses (including, without limitation, reasonable attorney's fees and costs of litigation and/or settlement, whether incurred as a result of a claim by a | third party or an indemnitee hereunder) for any property damage and/or personal injury-arising out of the Services performed by or on behalf of Consultant pursuant to this Agreement. Article 9. Responsibilities To Correct Deficiencies It shall be the Consultant's responsibility to correct, in a timely fashion and at Consultant's sole expense, any deficiencies in the Services provided solely by the Consultant or it's employees provided deficiencies are reported to the Consultant in writing within Thirty (30) Days ofcompletion of said Services. �313 Page 4 Article 10. Termination The Consortium may terminate this Agreement in whole or in part at any time, for cause upon seven (7) days written notice. The term "for cause" shall include any failure of Consultant to provide the Services in accordance with this Agreement, the Consortium's reasonable dissatisfaction with Consultant's work hereunder which remains unremedied after reasonable notice from the Consortium, or any act or omission of Consultant, its agents or employees that would otherwise be deemed a default under or breach of this Agreement. Consultant may terminate this Agreement only in the event the Consortium, after thirty (30) days written notice, fails to make any payment to Consultant required hereunder. Any such termination of this Agreement shall not relieve the Consortium of its obligation to pay charges justly due Consultant for Services properly performed and expenses properly incurred prior to such termination nor relieve Consultant from any liability arising from any willful or negligent act or omissions of Consultant, its employees or agents. Article 11. Survival of Obligation Consultant's obligations, and those of Consultant's employees, agents, successors and assignees assumed pursuant to Article 9 (Indemnification), and Article 10 (Responsibility to Correct Deficiencies) shall survive not only completion of Services, and expiration or termination of this Agreement; but also final payment under this Agreement Article 12. Waiver and Severability The failure of either party to enforce, at any time, the provisions of this Agreement does not constitute a waiver of such provisions in any way or waive the right of either party at anytime to avail itself of such remedies as it may have for any breach or breaches of such provisions. None of the conditions of this Agreement shall be considered waived by either party unless such waiver is explicitly given in writing by the waiving party. No such waiver shall be a waiver of any past or future default, breach or modification of any of the terms or conditions of this Agreement unless expressly stipulated in such waiver. The invalidity of one provision, or invalid application thereof, of this Agreement shall not affect the validity of any other provision or any other application of any provision of the Agreement. Article 13. Governing Law This Agreement shall be governed by the laws of the State of New York. Article 14. Miscellaneous A. All notices hereunder shall be deemed to be duly given if in writing, signed by the party or the representative of the party giving the notice, and sent to the other party at the addresses set forth herein by certified mail, return receipt requested, or by Federal Express or similar overnight courier or by facsimile transmittal with confirmation by regular first class mail. �314 Page 5 B. This Agreement was negotiated between parties of equal bargaining power and is not to be construed against either party by virtue of such party's attorney having drafted it. I C. The Consultant or any of its subcontractors are hereby prohibited from engaging in discriminator' hiring practices, or assuming any engagements during the term of this Agreement which might be in conflict with the Consultant's responsibilities under this Agreement. D. This Contract may be executed in separate counterparts each of which, when all counterparts have been delivered, shall constitute a complete original as to its signatories. Article 15. Entire Agreement The rights and obligations of the parties, and their respective agents, successors and assignees hereunder shall be subject to and governed by this Agreement, including Schedule A annexed, which supersedes any other understandings or writings between the parties. No changes, amendments or modifications of any of the terms and conditions of this Agreement shall be valid unless reduced to writing and signed by the party to be bound. Any discrepancies between this Agreement of 15 Articles and any attachments, appendices or schedules shall be resolved in favor of the main Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this September, 2004. day of Village of Briarcliff Manor I By: Michael S. Blau, Village Manager Village of Sleepy Hollow By: Philip E. Zegarelli, Mayor Miller & Van Eaton P.L.L.C. By: f .«75M6J-a=rrrnncr.ir«ra:m2ekic I * „ Hi.- i ^ ^ i ^ ^ ^ ^ L f S ^ ^ ^ J W ! ^ - - - " ^** • '*^..-*;«if' *» fe£>.:s«»Uh?j£r �315 M I L L E R & V A N E A T O N - P. L. L. C. MATTHEW C. AMES KENNETH A- BRUNETTlt FREDERICK E. ELLROD HI MARCIL. FR1SCHKORN MITSUKO R. HERRERAt WILLIAM 1_ LOWERY 1155 CONNECTICUT A V E N U E , N.W. S U I T E IOOO W A S H I N G T O N , D . C . 20036-4320 WILLIAM R. MALON'E NICHOLAS P. MILLER HOLLY L. SAURER JOSEPH VAN EATON TELEPHONE (202) 785-0600 FAX (202) 785-1234 t Admitted to Practice in California Only M I I X E R & V A N EATON, I_I_P. 400 MONTGOMERY STREET SUITE 501 SAN FRANCISCO, CALIFORNIA 94104-1215 Incorporating th- Practice of Miller & Holbrooke TELEPHONE (415) 477-3 650 OF COUNSEL: JAMES R.HOBSON GERARD l_ LEDERER* * JOHN F. NOBLE **Admitted to Practice in New Jersey Only FAX (415)477-3652 WWWJVOLLERVANEATON.COM May 14, 2004 VTA FEDERAL EXPRESS Ms. Penny Paderewski Deputy Town Administrator Town of Newcastle 200 South Greeley Avenue Chappaqua, NY 10514 Re: Cable Television Franchise Renewal Dear Ms. Paderewski: As you requested, I have prepared a new proposal for the consortium consisting of the Village of BriarcIifF Manor, the Town of Mount Pleasant, the Town of Newcastle, the Town of Ossining, the Village of Ossining, the Town of Pleasantville, and the Village of Sleepy Hollow. Rather than replacing our proposal of April 15,2004, this proposal addresses the two tasks we discussed in our telephone call of earlier this week. If you would like our assistance with respect to any tasks described in the April 15 proposal, we are prepared to provide those services as described in that letter, subject to any changes in your needs and any increases in our rates. As 1 understand it, the consortium would like us to do two things. First, we will review needs assessment information provided by the Consortium, and prepare a draft franchise agreement reflecting the Consortium's needs. The Consortium will then send the proposed documents to Cable-vision to serve as a starting point for negotiations. Second, we will review the local law^s governing cable television franchises that have been adopted by five of the �MILLER & VAN EATON, P.L.L.C. -2Consortium members, and prepare a new, updated version for eventual adoption by each community. In our April 15 proposal, we stated that the cost of preparing a draft franchise agreement is about $7,000, and the cost of preparing a draft ordinance is also about $7,000. Accordingly, assuming that each of the current franchise agreements and each of the local laws are substantially the same, our total fees for the two tasks described above will be $14,000. We will inform you if we determine, upon reviewing any of the existing documents or other information you may provide us, that the cost may be significantly higher than that amount. We will bill you monthly at the hourly rates set forth in our April 15 letter. If you should have any questions or require additional information, please contact me at (202)785-0600. Thank you for your consideration. Very truly yours, MILLER & VAN EATON, P.L.L.C. 8691\02\00101750.DOC 316 �317 M I L L E R & V A N E A T O N P. L L C . " MATTHEW C. AMES KENNETH A. BRUNBTTlt FREDERICK E. ELLROD ffl MARCIL. FRISCHKORH MITSUXO R. HERRERAt WILLIAM 1_ LOWERY 1155 C O N N E C T I C U T A V E N U E , N . W . S U I T E IOOO W A S H I N G T O N , D . C . 20036-4320 WILLIAM R_ MALONE NICHOLAS P . MILLER HOLLY L.SAURER JOSEPH VAN EATON TELEPHONE (202) 785-0600 FAX (202) 785-1234 t Admitted to Practice in California Only MILLER & V A N EATON, L-I_P. 400 MONTGOMERY STREET SUITE 501 SAN FRANCISCO, CALIFORNIA 94104-1215 Incorporating the Practice of Miller & Holbrooke TELEPHONE (415) «T7-3650 OF COUNSEL; JAMES R_ HOBSON GERARD I_ LEDERER»* JOHN F. NOBLE ** Admitted to Practice in New Jersey Only FAX (415) 477-3652 WWWAOLLERVANEATOM-COM April 15,2004 VIA FEDERAL EXPRESS Ms. Penny Padercwsld Deputy Town Administrator Town of Newcastle 200 South Greeley Avenue Chappaqua,NY 10514 Re: Cable Television Franchise Renewal Dear Ms. Paderewski: It was a pleasure to speak to you the other day. As you requested, I have updated the December 20,2002, renewal proposal we prepared for Mr. Blau. We understand that the Townof Newcastle has joined a group of ndghboring communities that plan to work together ^ regarding the renewal of Cablevision's cable television franchise. This Consortium consists of the Village of BriarclifT Manor, the Town of Mount Pleasant, the Town of Newcastle, the Town of Ossining, the Village of Ossining, the Town of Pleasantville, and the Village of Sleepy Hollow. This letter describes the legal services we could provide to the Consortium in connection with the renewal. You have requested cost estimates for two different approaches the Consortium is considering: the costforourfirmto conduct renewal negotiations with Cablevision, and the cost for our firm to advise a local attorney who would conduct negotiations. In addition, we have provided a detailed description of the renewal process, including other tasks the Consortium may wish to consider. We have also included a rough timetAIe for perfonrdng die various tasks. �MILLER & VAN EATON, P.L.L.C. -2- Miller & Van Eaton has significant legal expertise and extensive experience working with local governments on cable renewals. We work with each government client in the way that is most productive and cost-effective for that client. We are committed to controlling costs and we are prepared to negotiate fixed prices for our services to ensure clients get the woTk they need within their allotted budgets. We have drafted this proposal with the understanding that there are many different ways to meet the particular needs and budget of a community. Renewal Negotiation Options We are prepared to assist you either by conducting negotiations ourselves, or by providing on-call advice. MVE conducts negotiations. If negotiations proceed smoothly, there is no reason why issues should not be resolvable in seven or eight days of negotiation, including preparatioii time. In that case, the cost would be about $15,000-$17,500. However, it is also not unusual for operators to try to drag out negotiations. A key to staying within the budget may be for the Consortium to describe how much effort it will put into the negotiations before moving on with the formal process. In addition, after negotiations are concluded, it takes some time to make necessary changes to the proposed franchise agreement MVE advises local counsel. If we are not directly involved in negotiation, cost will depend on the degree to which the Consortium calls upon us for assistance. We caution that indirect participation is not always the cheapest or quickest route to resolution. Assuming you choose to go that route, we would need to set aside at least 15 hours for preparation, so we can identify some of the key issues the operator is likely to raise and possible responses, and also provide for at least 30 hours of consultation. If those assumptions are accurate, the cost to the Consortium would be approximately $ 12,000. Additional Renewal Tasks In addition, the following description of the renewal process may suggest alternative approaches for the Consortium. When reviewing our suggestions, please keep in mind that the Consortium can pick aud choose among the services offered. We are available to provide as much, or as little, assistance as the Consortium requires on a schedule that meets the community's goals and objectives. If you wish, we can prepare a more specific proposal aimed at meeting a particular budget figure. Background. As you are aware, federal and state laws affect the renewal process. The federal law allows renewal issues to be resolved informally (through negotiation) at any time, or formally, through procedures that are specified in the Cable Act. The Cable Act permits a community that is not able to resolve renewal issues amicably to deny renewal where an operator is not willing to meet community needs and interests for the future; or has provided inadequate �319 MILLER & VAN EATON, P.L.L.C. -3service in the past; or is otherwise legally, technically orfinanciallyunqualified. Communities have successfully denied renewal applying these standards. However, our goal is not to put the Consortium into the midst of an unnecessary battle if renewal issues can be resolved amicably. Rather, our goal is to put the Consortium in a position where it is most likely to be able to resolve issues in a manner that protects the interests of the community. We find that cities as a general matter are most successful if they devote the necessary resources to the renewal process so that they can pursue their position at the negotiating table, while preserving their legal options if negotiations are not successful. To this end, we approach the informal renewal process in four phases. First, we -work with the Consortium through an extensive planning process to ensure that the renewal process will comport with the Consortium's timetable and goals — and with its budget We devise a renewal plan that will determine what the Consortium will do to identify its renewal goals, and when. Second, we implement the renewal plan and in conjunction with the Consortium, develop the information necessary to identify renewal goals. Typically, this requires assembly of a team of experts to analyze various aspects of the system's performance, and its impact on the community. Often mis team will include an engineer, a person who specializes in ascertaining cable-related community needs and interests; and a financial expert The Consortium may contract with these individuals directly, or through our firm. Third, we work with the Consortium to develop the necessary renewal legal documents: generally, a cable ordinance and a cable franchise agreement The former may be adopted unilaterally, but there are important legal issues that the Consortium must consider before doing so. The franchise agreement that we draft typically provides the base from which negotiations proceed- Fourth, we then assist in negotiations as needed. Often we are at the negotiating table; in other cases we provide advice by telephone. Because cable companies are quite good at creating technical escape hatches that at first blush appear unobjectionable, the Consortium may actually find that it is more cost-effective to have us involved at the negotiating table. These tasks are discussed in more detail below. If the negotiation process fails, or fails to result in an acceptable renewal by a deadline the Consortium sets, the Consortium will be in a position to move forward with the formal process because much of the work that is done to prepare for negotiation will also help the Consortium prepare for formal proceedings. As a matter of philosophy, ratified by our experience in prior franchise renewals, we will emphasize close coordination with the Consortium. We will work closely with Consortium officials, so that they are fully informed through each phase of the project. This will ensure that the Consortium fully understands what is being done, and why, and will ensure that each phase is completed to the Consortium's satisfaction. We will assist the Consortium's staff and attorneys as needed, and will be available to brief elected officials and others on the renewal process, what it means to them and what benefits can be expected. �320 MILLER & VAN EATON, P.L.L.C. -4- I As the Consortium finds it appropriate, our firm or members of the renewal project team will also work closely with key organizations and individuals within the Consortium, so that the Consortium is able to identify the cable system, facilities, equipment and services required to meet community needs. This also allows the Consortium to build strong public support for the positions it takes with respect to cable franchise renewal and telecommunications services — which in turn gives the Consortium a stronger position at die negotiating table or in any formal renewal proceeding. Detailed discussion of renewal tasks. A renewal can be as complex or as simple as a community desires, although the result of the renewal process is often a reflection of the resources devoted to the franchising process. Much is at stake. Cable franchises are typically long term contracts, and a properly drafted franchise can bring significant benefits to a community. For example, schools and libraries may be connected via "institutional networks" or "I-Nets" that allow students to engage in distance learning and allow administrators to exchange data at high speeds, saving on overall telecommunications costs. I-Nets can be used for training purposes by a local government (and particularly its public safety departments) in a way that cuts costs and allows more employees to remain at local stations where they can respond to emergencies. Of course, what a community needs or may want depends on its circumstances. As suggested above, wc work with communities to devise a sensible renewal process designed so that the community is in a better position to achieve its renewal goals. The work may involve the following tasks, some of which would be done by outside experts, and some of which may be performed by the Consortium- The cost to the Consortium depends 0:1 what work is performed; what work the Consortium does itself, and what work it hires others to do. In Phase I, the planning phase, we typically do the following: I • Review relevant legal background documents, including each community's charter and code of ordinances, the existing cable franchises, and any documents underlying the existing franchises, if relevant (a proposal that is incorporated in the franchise by reference, for example). • Meet wim tlie Consortium to begin to develop a plan for renewal that comports with law, and to probe issues that are of critical importance to you. As part of this process, it may be appropriate to conduct a seminar on renewal for elected officials to discuss what is possible and what is involved in the renewal process, so that elected officials understand what is at stake and how renewal is likely to proceed. * Devise an overall timetable for action, and an initial "drop dead" date for negotiations. • I Identify what studies are to be performed and who will perform them [see discussion below for possible studies]. That is, we will define what will be done as part of the process of determining what is required to protect the communities and their citizens �321 MILLER & YAK EATON, P.L.L.C. -5for the future. This "ascertainment" process can be spread out over any period of time. The Consortium may choose to conduct some preliminary studies (enough to determine what is needed for the future with reasonable confidence) in order to facilitate negotiations, and then go back and perform other studies to complete the process should negotiations prove fruitless. The studies that are probably most appropriate to perform before negotiations begin are identified with an asterisk, but whether the Consortium performs any studies will depend on its goals. • Develop a strategy for preparation and introduction of the necessary legal documents. • Identify areas mat are likely to require special input from the Consortium in order to prepare adequate legal documents. For example, EEO requirements need to conform to general Consortium requirements; provisions for use of the right-of-way by cable systems need to be consistent with the Consortium's goals for protecting its streets and roads from harm. • Develop a plan for community involvement, determining how the press will be involved in the process, and how the public will have the opportunity to participate in the process. This critical portion of the renewal process usually costs between $9,000-$13,0OO (about 35-50 hours of work if a seminar is conducted for the Consortium). Costs are tower if we do not conduct a seminar, but substantial benefits may also be lost. In Phase II we implement the plan devised in the first phase for identifying future cablerelated needs and interests and for reviewing the operator's past performance. The cost for this phase can vary dramatically, depending on how much work is performed, and when. As suggested above, we typically recommend that a community perform at least enough studies so that it can negotiate a franchise that serves its needs, and resolve the most critical past performance issues. Should negotiations not work out, additional studies can be performed later to identify additional issues. Future Needs. The Phase II studies aimed at identifying future cable-related needs and interests can include the following: • Public, educational and government access ("PEG") ascertainment* A PEG ascertainment will identify the possible benefits of PEG access, and the channels, facilities, equipment and other support required to meet the PEG needs of a community over the franchise term. It may also identify ways in which the communities can cost-effectively provide the operation of PEG themselves, through non-profits or through other community organizations. A PEG ascertainment may be particularly valuable in this case, as we understand that the communities may have �MILLER & VAN EATON, P.L.L.C. -6different needs. A PEG ascertainment for a group like the Consortium typically costs about $20,000-525,000. • I-NET ascertainment.* An I-NET ascertainment identifies the way in which local government, schools and other critical agencies can use the cable system for oue and two-way voice, video and data communications. A good I-NET can cut existing communications costs, or permit the Consortium to provide services it cannot provide now. An I-NET ascertainment will typically cost $15,000-520,000. The cost of the ascertainment will be somewhat greater because multiple jurisdictions are involved; we estimate S25,000-$30,000. • System ascertainment.* A sykeiri ascertainment looks at the existing systems and identifies what changes are required to ensure that the public will receive adequate service in the future. The cost of the system ascertainment depends on whether the ascertainment involves physical inspection of facilities; testing; review of operator performance tests; or all three. We typically decide what is appropriate after discussions to determine what sorts of problems the public is experiencing. It is probably wise to inspect the physical condition of the system for compliance with safety codes. A detailed physical inspection of a single system typically costs arjproximately $10,000-$15,00O. Assessing multiple systems can be done in that price range, but not very effectively. A good multiple system technical review will cost $20,00O-$25,000. • Subscriber ascertainment In an important sense, every step described above is part of the subscriber ascertainment However, we are using the term here to refer to a process for identifying any problems subscribers have with the day-to-day operations of the cable company: the quality of the signals, the response to complaints, and so on. Some communities conduct telephone surveys to measure subscriber satisfaction. While such studies have some uses, they are in fact of limited utility in determining whether the operator has provided adequate service, since the answers received are by definition from people who have decided that the service is worth taking, whatever the problems with it Hence, surveys typically suggest there is a high level of satisfaction with the operator, even when complaint records and public comments indicate otherwise. An alternative to a telephone survey is a mail survey. Some communities eschew surveys altogether and opt to receive public comment through a variety of informal methods (a telephone hot line, newspaper ads, etc.) The work associated with such informal ascertainment methods is typically performed by Consortium staff, at very low cost. A telephone survey will cost approximately SI 1,000-S12,000, while a mail survey may cost $12,000-$ 14,000. These surveys would provide aggregate data for all of the communities. • Review of thefinancialcondition of the operator. Such a review can help the Consortium determine whether the operator can afford to do what the Consortium is I I 322 �323 I MILLER & VAN EATON, P.L.L.C. -7asking it to do. Afinancialreview will typically cost approximately $8,000-$15,000, depending on the detail. However, it may also be possible to do a preliminary review at a much lower cost ($2,000-53,000) in preparation for negotiations, or to defer any review until necessary. • Review of community practices. In this portion of the ascertainment, we examine how each community is addressing issues that may affect the renewal: its EEO requirements, its procedures for undergrounding and permitting, and similar issues (what indemnity should be required? how should insurance requirements be structured?). Assuming the Consortium participates actively in this process, the cost is approximately $1,500 per community, or $10,500 total. Past Performance. The Phase H studies aimed at reviewing the operator's past performance can include the following: • Development of a compliance checklist* The checklist can then be used by the Consortium to identify areas of operator non-compliance. The cost of preparing a checklist is typically about S1,000$ 1,200 per community on top of Phase I costs, or about $7,000-58,400. The cost may be lower if the communities have identical or similar franchises. • An engineering review of past performance.* The cost of this review is typically included in the price of the engineering review described in the preceding section. • A review of operator records to determine whether the operator has complied with its obligations to the Consortium. This work might include: • a franchise fee audit, which we understand most of the communities have- done; • a review of the manner in which the operator has charged for late fees, and the support for the operator's approach; and • a general review of the operator's day-to-day operational records. The cost of the past performance review can also vary significantly. A franchise fee audit will typically cost approximately $15,000 per community. A review of late fee information may cost approximately S2,000-$4,000 per community. (There may be significant consumer benefits from a late fee review, since some Tecent decisions have required operators to repay significant amounts for late fee overcharges.) Depending on the scope of the work rxsrformed, a review of the operator's records can cost between $4,000-$ 10,000 if performed by outside consultants, or about $1,200 if performed by the Consortium with the assistance of outside counsel. i S H H ^ �MILLER & VAN EATON, P.L.L.C. -8- Based upon these studies, we would be able to work with the Consortium to identify its renewal goals, and areas where the operator must bring itself into compliance (by altering its system or by paying cash settlements to the Consortium). Phase IQ involves the preparation of necessary legal documents associated with the renewal. While for descriptive purposes I have described this Phase as occurring after Phase II, in fact the work associated with this Phase may occur before, during and after Phase II is completed. Phase HI work typically involves drafting a general cable ordinance (part of each Consortium member's Code) and a franchise agreement (a contract wrm the operator). The ordinance can be prepared immediately, and can be adopted before negotiations begin (tactical and legal considerations will affect the ultimate decision as to when to adopt a cable ordinance). The franchise agreement will typically be drafted before negotiations begin, and will provide the base from which negotiations proceed. The cost of preparing a draft ordinance is about $7,000; the cost of preparing a draft franchise agreement is also typically about $7,000. We assume that all of the communities would be able to use the same model documents. Phase IV involves negotiations. We discussed the cost of negotiations at the outset Timetable It is difficult to establish a precise timetable in any franchise renewal because it is not possible to anticipate at the outset all developments that may affect the pace of the project. For this reason, the Consortium cannot entirely control the length of the renewal negotiations. We are proposing a sample timetable for a typical franchise renewal. Although the timetable would need to be discussed in light of the impending franchise expiration, we have projected a 24month timeframe for completion of the renewal process. Although we may not be participating at every stage of the renewal process, we have sketched a framework that would encompass each key stage. Months 1 -6 Review franchise documents; refine proj ect timetable, identify studies to be performed and develop goals; commence detailed review of current cable documents; commence drafting model cable regulatory ordinance. Months 7-12 Carry out performance review and cable-related needs assessment as needed; draft franchise agreement; develop strategy. Months 13-20 Conduct renewal negotiations with operator. �325 MILLER & VAN EATON, P.L.LX, -9- Months 20-24 Piiblic hearings held on proposed cable ordinance and franchise agreement as agreed to in negotiations, or, if negotiations fail, take appropriate steps pursuant to federal law. Billing Rates As noted above, the cost of renewal activities will depend to a large extent upon the Consortium's decision as to how the renewal process is handled. We therefore, generally bill for renewal work on an hourly basis, plus expenses, and are available as needed throughout the process. Our current discounted hourly rates for renewal projects are listed below. The rates typically change annually. 250 225 250 210 250 225 250 250 320 210 175 320 Matthew C. Ames Kenneth A. Bnmetti Frederick REUrodm Marci L. Frischkom James R. Hobson Gerard L. Lederer William L. Lowery William Malone Nicholas P. Miller John R Noble Holly Saurer Joseph Van Eaton If you should have any questions or require additional information, please contact me at (202) 785-0600. Thank you for your consideration. Very truly yours, MILLER & VAN EATON, P.L.L-C. By 8691\02\00101120.DOC �Meeting Date: 09/14/04 Resolution # : 09/160/04 Be it resolved that the Mayor and the Board of Trustees does hereby approve the appointment of Armster Garrant, 126 Valley St/Sleepy Hollow, New York as a School Crossing Guard effective 02 September 2004 at rate of $11.00/HR. Moved: Trustee DiFelice Seconded: Trustee Murray Vote: Unanimous �327 I Meeting Date: 09/14/04 Resolution # : 09/161/04 Be it resolved that the Mayor and the Board of Trustees does hereby approve a pay increases for the Administrative Assistant to the Chief of Police: Amestia Douglas Moved: Trustee Grala S16.00/HR. Seconded: Trustee Spota Vote: Unanimous Meeting Date: 09/14/04 Resolution # : 09/162/04 Be it resolved that the Mayor and the Board of Trustees does hereby approve a pay increases for the following School Crossing Guards: Theresa Connelly John Lofaro Silvia Copas Louise Sharrock Moved: Trustee DiFelice I $13.25/HR. S13.00/HR. $12.25/HR. S12.00/HR. Seconded: I rustee Grala Vote: Unanimous Meeting Date: 09/14/04 Resolution # : 09/163/04 Be it resolved that the Mayor and the Board of Trustees does hereby approve a pay increases for the following Parking Enforcement Officers: Carolina Mejias Arthur Reeves Moved: Trustee Murray $12.00/HR. $12.00/HR. Seconded: Trustee Zieja Vote: Unanimous I � 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-2004 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_2004-09-14 Subject The topic of the resource Board of Trustees Minutes-2004 Date A point or period of time associated with an event in the lifecycle of the resource 2004 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