TIME: 6:00 P.M. I RESOLUTION ACTION

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1 VLLAGE OF PORT CHESTER BOARD OF TRUSTEES Meeting, Wednesday, May 3, 2017 Special Meeting: 6:00 P.M. VLLAGE HALL CONFERENCE ROOM 222 Grace Church Street Port Chester, New York AGENDA TME: 6:00 P.M. RESOLUTON ACTON 1 Authorizing the signing of a Stipulation of Settlement resolving the Village of Rye Brook v. Village of Port Chester fire service litigation. 1

2 RESOLUTON AUTHORZNG THE SGNNG OF A SETTLEMENT AGREEMENT RESOLVNG THE VLLAGE OF RYE BROOK v. VLLAGE OF PORT CHESTER FRE SERVCE LTGATON On motion of TRUSTEE, second by TRUSTEE, the following resolution was adopted by the Board of Trustees of the Village of Port Chester, New York WHEREAS, the Board of Trustees desires to resolve the pending litigation with the Village of Port Chester titled Village of Rye Brook, Plaintiff v. Village of Port Chester, Defendant, Supreme Court, State of New York, County of Westchester, Commercial Division, ndex No /2016 (Honorable Alan D. Scheinkman) concerning the Fire Service Agreement between the Village of Rye Brook ( Rye Brook ) and Village of Port Chester ( Port Chester ) dated February 13, 2013; and WHEREAS, the parties to this litigation, Rye Brook and Port Chester, to avoid the uncertainties and cost of continued protracted litigation, desire and intend to resolve any and all disputes between them relating to the Fire Service Agreement and (the Agreement ); and WHEREAS, to implement this Settlement, the Board of Trustees wishes to adopt this Resolution authorizing the Village to enter into a Settlement Agreement with the Village of Rye Brook. Now, therefore, be it RESOLVED, the Board of Trustees, hereby authorizes the Mayor to enter into a Settlement Agreement resolving the above-referenced litigation, and in connection therewith, sign the Agreement and any and all other documents related thereto; and be it further RESOLVED, that the form and sufficiency of the Settlement Agreement and other documents to be signed shall be subject to review and approval by the Village Attorney. Approved as to Form: Anthony M. Cerreto, Village Attorney 1313/180/596029v1 5/3/17

3 SUPREME COURT OF THE STATE OF NEW YORK COMMERCAL DVSON - COUNTY OF WESTCHESTER X VLLAGE OF RYE BROOK -against- Plaintiff, VLLAGE OF PORT CHESTER Defendant X SETTLEMENT AGREEMENT ndex No /2016 WHEREAS, the above-captioned lawsuit was filed by the Village of Rye Brook ("Rye Brook") on or about May 12, 2016 alleging that the Village of Port Chester ("Port Chester") breached a February 25, 2013 Agreement pursuant to which Port Chester would provide Rye Brook with certain fire protection services from June 1, 2013 through May 31, 2018 (the "Contract"); and WHEREAS, in an effmi to avoid the uncertainties and costs of protracted litigation, the Parties now desire and intend to resolve any and all disputes between them related to these issues. NOW, THEREFORE, in consideration of the promises, agreements, and releases contained herein, the legal sufficiency of which is hereby acknowledged by the Parties, and intending to be legally bound, the Parties now agree as follows: 1. Representations of the Parties. (a) The Parties warrant and represent that they have been fully informed and have full knowledge of the terms, conditions, and effects of this Settlement Agreement. (b) The Parties warrant and represent that they have, either personally or through their attorneys, fully investigated, to their full satisfaction, all facts surrounding the various claims, controversies, and disputes between them, and are fully satisfied with the

4 terms and effects of this Settlement Agreement. ( c) The Parties warrant and represent that no promise, representation, or inducement has been offered or made except as herein set forth and that this Settlement Agreement is executed without reliance upon any statement or representation by any of the Parties or their employees, partners, officers, affiliates, agents, or attorneys. 2. Compromise/No Admissions. This Settlement Agreement is expressly agreed to be in compromise of disputed claims between the Parties and is intended to avoid the time, cost, and uncertainty of litigation. This Settlement Agreement shall not be construed as an admission by any of the Parties of any liability or wrongdoing of any nature whatsoever. 3. Discontinuance of Action and Withdrawal of Notice of Claim. Within ten (10) days of the full execution of this Settlement Agreement, (a) Rye Brook's counsel shall file an executed Stipulation of Discontinuance with prejudice in the form annexed hereto as Exhibit "A" and (b) Port Chester's counsel shall withdraw with prejudice the Notice of Claim against the Village of Rye Brook related to the Fire Service Contract covered by this Settlement Agreement which it served on Rye Brook, by letter addressed to the Village Attorney of the Village of Rye Brook in the form annexed to this Settlement Agreement as Exhibit "B". 4. Settlement Amount. (a) For the period of time from June 1, 2016 to May 31, 2017, Rye Brook shall pay Port Chester the sum of $490, 417. The Parties agree that as of the date of this Settlement Agreement, Rye Brook has paid Port Chester $319, Consequently, on or before May 10, 2017, Rye Brook shall makes its final payment for the

5 i year to Port Chester in the amount of $ (b) For the period of time from June 1, 2017 to May 31, 2018, Rye Brook shall pay Port Chester the sum of $510, The payment shall be made in two equal installments of $255, each, payable on August 31, 2017, and January 31, Governing Law and Choice of Venue. (a) This Settlement Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to its choice of law or conflict principles, in relation to all matters of formation, interpretation, construction, validity, performance, and enforcement. (b) The Parties hereby consent to the exclusive jurisdiction of the New York State Supreme Court, Westchester County and irrevocably agree that all actions or proceedings relating to this Settlement Agreement shall be litigated in such court without a JUry. 6. Costs. The Parties agree that each shall bear its own attorneys' fees, costs, and expenses in connection with this dispute. 7. Release. (a) n consideration of the promises set forth herein, the receipt and sufficiency of which is hereby acknowledged, Rye Brook hereby irrevocably and unconditionally releases, acquits, exonerates and forever discharges and covenants not to sue Port Chester for and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, dues, sums of money, deposits, advances, pre-payments, -3-

6 i accounts, reckonings, reconciliations, accountings, audits, bonds, bills, specialties, covenants, expenses and/or attorneys' fees, of every conceivable kind, character and nature whatsoever, in law, equity or otherwise, whether accrued or unaccrued, known or unknown, suspected or unsuspected, arising out of and/or relating in any way to this Settlement Agreement including, but not limited to, claims for principal, interest, penalties and/or attorneys' fees owed to Rye Brook, which Rye Brook now has, owns or holds or claims to have owned or held, or which Rye Brook has at any time heretofore owned or held or claimed to have owned or held. (b) n consideration of the promises set forth herein, the receipt and sufficiency of which is hereby acknowledged, Port Chester hereby irrevocably and unconditionally releases, acquits, exonerates and forever discharges and covenants not to sue Rye Brook for and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, dues, sums of money, deposits, advances, pre-payments, accounts, reckonings, reconciliations, accountings, audits, bonds, bills, specialties, covenants, expenses and/or attorneys' fees, of every conceivable kind, character and nature whatsoever, in law, equity or otherwise, whether accrued or unaccrued, known or unknown, suspected or unsuspected, arising out of and/or relating in any way to this Settlement Agreement, including, but not limited to, claims for principal, interest, penalties and/or attorneys' fees owed to Port Chester, which Port Chester now has, owns or holds or claims to have owned or held, or which Port Chester has at any time heretofore owned or held or claimed to have owned or held. 8. Binding Effect. This Settlement Agreement shall inure to the benefit of and be binding upon the Parties and upon their respective heirs, beneficiaries, administrators, -4-

7 representatives, executors, successors and assigns. 9. Entire Agreement. This Settlement Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained therein. This Settlement Agreement supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. 10. Amendment. This Settlement Agreement, including this paragraph, shall not be modified or amended except by an instrument in writing signed by all Parties stating it is intended to modify or amend this Agreement. 11. Counterparts. This Settlement Agreement may be executed by the Parties hereto in separated counterparts with the same effect as if the Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument. 12. Signature. A facsimile or.pdf signature shall be considered valid as if an original. 13. Headings. The headings contained in this Settlement Agreement are for convenience only. The headings form no part of this Settlement Agreement and shall not affect its interpretation. 14. Authority. Each Party represents, acknowledges, and warrants that the person who signs this Settlement Agreement on its behalf has been duly authorized to execute this Settlement Agreement. -5-

8 i N WTNESS WHEREOF, the Parties hereto intending to be legally bound hereby set their names and have hereby executed this Settlement Agreement on the date shown below. Dated: Port Chester, New York May_, 2017 Date: Rye Brook, New York May, 2017 Village of Port Chester Village of Rye Brook By: By:

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10 i SUPREME COURT OF THE STATE OF NEW YORK. COUNTY OF WESTCHESTER - COMMERCAL DVSON x VLLAGE OF RYE BROOK, -against- Plaintiff, VLLAGE OF PORT CHESTER, Defendant. STPULATON OF DSCONTNUANCE WTH PREJUDCE ndex No.: 56702/ x T S STPULATED AND AGREED, by and between Plaintiff Village of Rye Brook ("Rye Brook") and Village of Port Chester ("Port Chester") that the above-captioned action be and the same is, discontinued with prejudice, with each party paying its own fees and costs without any fees and costs to any party as against any other party, and T S FURTHER STPULATED AND AGREED that this Stipulation can be signed and filed in counterparts, that electronic signatures shall be deemed to be original signatures and that this Stipulation can be filed with the Court without notice. KEANE & BEANE, P.C. BOND, SHONECK & KNG, PLLC Edward F. Beane, Esq. Attorneys for Plaintiff 445 Hamilton Avenue, 15 th Floor White Plains, New York (914) Howard Miller, Esq. Attorneys for Defendant 1010 Franklin Avenue Suite 200 Garden City, New York /3!3//80!595433vl 51///7

11 ndex No.: 56702/2016 PRESENT: Hon. Alan D. Scheinkman, J.S.C. (Commercial Division) SUPREME COURT OF THE STATE OF NEW YORK. COUNTY OF WESTCHESTER VLLAGE OF RYE BROOK, -against- Plaintiff, VLLAGE OF PORT CHESTER, Defendant. STPULATON OF DSCONTNUANCE WTH PREJUDCE OF DSCONTNUANCE WTH PREJUDCE Law Offices of KEANE & BEANE, P.C. 445 Hamilton Avenue 15 th Floor White Plains, New York

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13 ! VLLAGE OF PORT CHESTER LETTERHEAD May 1, 2017 Edward F. Beane, Esq. Village Attorney Village of Rye Brook c/ o Keane & Beane, P.C. 445 Hamilton Avenue Suite 1500 White Plains, New York Re: Withdrawal of Notice of Claim Dear Mr. Beane: n accordance with Paragraph 3 of the Settlement Agreement between the Village of Rye Brook and the Village of Port Chester, resolving a litigation entitled Village ef Rye Brook v. Village ef Port Chester, Supreme Court, State of New York, Commercial Division, ndex No /2016 (Hon. Alan D. Scheinkman), the Village of Port Chester hereby withdraws, with prejudice, the Notice of Claim it served against the Village of Rye Brook on or a.bout May_, 2017 related to the Fire Service Contract covered by the Settlement Agreement, a copy of which is annexed to this letter. Very truly yours, Anthony Cerreto Village Attorney Village of Port Chester /3/3//80/596/6/vl 511/17