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4.10 4.10 AGREEMENTS\GLENS FALLS TRANSIT-2019-2020-9-24-18 RESOLUTION AUTHORIZING TRANSPORTATION AGREEMENT BETWEEN CITY OF GLENS FALLS -GREATER GLENS FALLS TRANSIT SYSTEM AND TOWN OF QUEENSBURY FOR 2019/2020 RESOLUTION NO.: ,2018 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the City of Glens Falls operates a public mass transportation system known as the Greater Glens Falls Transit System (Transit System) which provides transit bus service within portions of Saratoga, Warren and Washington Counties, and WHEREAS, the Town of Queensbury's current Transportation Agreement with the Transit System will expire as of December 31s, 2018 and the Transit System has submitted a new Transportation Agreement for January 1, 2019 through December 31, 2020 to the Town for approval, and WHEREAS, such Agreement provides for the continuance of an Advisory Transportation Committee consisting of two members from the Transit System and two members from each participating community, and historically the Town of Queensbury's two representatives have been the Town Supervisor and Senior Planner, and WHEREAS, the Town Board believes that this public transportation service benefits and serves the public interest of Town residents, and WHEREAS, a copy of the Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves the Transportation Agreement between the City of Glens Falls' Greater Glens Falls Transit System and Town of Queensbury presented at this meeting for an amount of$59,137 annually for 2019 and the amount for 2020 will be set by the Advisory Committee in 2019 (on which the Town has two representatives), to be paid from the appropriate account, and BE IT FURTHER, RESOLVED, that the Town Board further approves of the appointment of the Town Supervisor and Senior Planner as the Town of Queensbury's representatives on the Greater Glens Falls Transit System Advisory Transportation Committee, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute the Agreement and the Town Supervisor, Senior Planner and/or Budget Officer to take such other and further action necessary to effectuate the terms of this Resolution. Duly adopted this 24ffi day of September, 2018,by the following vote: AYES NOES ABSENT: TRANSPORTATION AGREEMENT Between THE CITY OF GLENS FALLS, NEW YORK And THE TOWN OF QUEENSBURY, NEW YORK Page 1 of 11 TRANSPORTATION AGREEMENT AGREEMENT, entered into as of the day of , 2018 by and between the City of Glens Falls, New York, a municipal corporation organized and existing under the laws of the State of New York, (hereinafter referred to as the "CITY") and the Town of Queensbury, New York, a municipal corporation organized and existing under the laws of the State of New York, (hereinafter referred to in various contexts as "PARTICIPANT"). WITNESSETH: WHEREAS, the CITY operates a public mass transportation system, known as the Greater Glens Falls Transit System (as hereafter referenced shall include both regular public transit and the seasonal Trolley System), which presently provides transit bus service within portions of Saratoga, Warren and Washington Counties, New York, and WHEREAS, the parties hereto desire for their mutual benefit to make provision for the delivery of regular, public surface transportation to, through, and among their respective corporate limits and locations for a period of two (2) years, and WHEREAS, the Parties recognize the need for making contractual provision for the operation, funding, and management of such a service in the manner contemplated in Article 5-G of the New York General Municipal Law. NOW THEREFORE, in consideration of the mutual covenants and agreements herein below set forth, the Parties hereto agree as follows: ARTICLE I: TERM OF AGREEMENT The term of this Agreement shall be for a period of two (2) years commencing January 1, 2019 through December 31, 2020. ARTICLE II: LEAD AGENCY The City of Glens Falls shall be the lead agency in all matters pertaining to the Transit System, having applied for funding and having been designated grantee by both New York State and the Federal Government. The lead agency shall have the authority and duty to establish and implement all policies governing the operation of the Transit System, including the establishment of the budget, the number of participants included in the Transit System, setting of fares, establishing schedules and routes; determine the amount and type of advertising and promotion; determine the areas to be serviced by the Transit System; establish and implement accounting procedures and all other matters pertaining to the use, management and operation of the Transit System; however the CITY shall take no action, which would conflict with PARTICIPANT'S right under the terms of this Agreement. -1- Page2of11 ARTICLE III: GENERAL DUTIES OF PARTICIPANT During the life of this Agreement the PARTICIPANT shall be responsible to: 1. Cause to be erected Transit System bus stop signs, to be provided by the CITY following acquisition with System funds, at such locations within the corporate limits or location of PARTICIPANT as shall be designated by CITY and approved by NEW YORK STATE DEPARTMENT OF TRANSPORTATION (DOT). 2. Grant easements to the CITY for the erection of such bus stop shelters as may be provided by the CITY at locations designated by PARTICIPANT and approved by the CITY. The PARTICIPANT may erect such additional shelters at its own cost and expense as it deems appropriate to its respective needs, subject to approval by CITY and DOT. Any Such shelters, which may be erected, shall remain the separate property of the party, which erects them. In addition, all advertising revenues generated by the leasing of advertising space at or upon such shelters shall be payable to and retained by the CITY and applied to the operations budget of the Transit System. 3 In the event that any approval, referendum, permit, notice, or other action or proceeding is requisite under applicable law to enable PARTICIPANT to enter into this Agreement or to participate in the system hereby undertaken, or to execute any of the provisions of this Agreement, PARTICIPANT will expeditiously cause all such actions necessary with respect to any such requisite matters to be initiated and completed in the manner provided by law. 4. Cooperate with the CITY and toward the accomplishment of all things necessary or desirable to the furtherance of the aims of this Agreement. 5. Refrain from providing or undertaking the procurement of services similar to, or competing with, the services procured pursuant to this Agreement, except as may be allowed by the CITY. 6. Pay to the CITY an initial payment of$59,137 towards anticipated operation general expenses and capital expenses, for the period January 1, 2019 through December 31, 2019, as set forth in the attached Appendix A. PARTICIPANTS shall thereafter pay to the CITY, in advance and in annual installments, it's proportionate share of each annual capital and expense budget. The CITY shall allocate the funds to the capital budget and operations budget of the Transit System in such proportions as it shall consider necessary in carrying out the purposes of this Agreement. 7 Contribute to the payment of all other reasonable and necessary liabilities including financing expenses, incurred by the CITY in connection with the management, operation and/or discontinuance of the activities of the CITY in its capacity as lead agent for the project undertaken by the parties Page 3 of 11 pursuant to this Agreement. The share amount of contribution by PARTICIPANT pursuant to this section shall be computed and determined according to the same percentage applicable to the computation of the PARTICIPANT expense budget share. Contribution amounts shall be due and payable to the CITY immediately upon communication of demand therefore by the CITY to the PARTICIPANT. 8 Authorize the CITY to act on behalf of PARTICIPANT with respect to the effecting of all matters necessary or desirable to the accomplishment of the purposes of this Agreement. ARTICLE IV: DUTIES OF THE CITY The CITY agrees to perform, and shall have the exclusive authority to perform, the following duties in connection with this Agreement: 1. To carry out the local duties and responsibilities pertaining to the municipal project grant-in-aid program for the funding of the Transit System as required by the State of New York and the United States Government under the Federal Transit Act as amended through the term of this agreement and New York Transportation Law 14. 2. To enter into funding agreements with the New York State Dept. of Transportation (DOT), which agreements will be in the form approved by DOT. 3 To provide all reasonably necessary accounting, management, and operational services during the life of this Agreement. 4 To execute and deliver all contracts, documents, and agreements as shall be necessary or desirable for the accomplishment of the purposes of this Agreement, including contracts with designated carriers and transportation consultants for the provision of mass surface transportation services and with marketing and advertising representatives for the provision of such services. 5 To acquire, receive, hold, maintain, operate, and manage all Transit System funds and property, and expend, liquidate, and dispose of the same in accordance with the provisions of this Agreement. 6 To acquire and maintain motor vehicles (buses), bus garage, equipment shelters and signs necessary to carry out the purposes of this Agreement. ARTICLE V: EXPENSE CONTRIBUTIONS Immediately following adoption of the expense budget by the CITY not fewer than thirty (30) days prior to the commencement of the impending fiscal year, the CITY shall certify to the PARTICIPANT the local budget requirement for funding of anticipated operational and maintenance general expenses together with the share of that amount allocated to the PARTICIPANT. The allocated percentage funding share of the PARTICIPANT shall generally be based on annual bus Page 4 of 11 miles. PARTICIPANT's percentage of the funding is subject to change in the event its share of annual bus miles for the system is significantly changed. ARTICLE VI: SCOPE OF CONTRACTOR SERVICES The parties understand, acknowledge, and mutually agree that the general purpose and objective of this entire Agreement is to procure in the manner herein provided certain transportation and ancillary services. In addition, it is understood and agreed that certain management, advertising and marketing services designed to advance the success of the Transit System may be contractually procured through a provider other than the CITY. ARTICLE VII: TITLE TO PROPERTY Legal title to all funds and property received or acquired for the Greater Glens Falls Transit System shall be taken in the name of the City of Glens Falls, and shall be held for the benefit of the Parties to this Agreement, to be utilized, managed, maintained, liquidated, or disposed of in accordance with the terms of this Agreement or in such other manner as may be provided by law. Anything to the contrary, notwithstanding, the bus garage facility and the City property upon which it is constructed shall be utilized, managed and maintained for the benefit of the parties to this Agreement during the term hereof, however, PARTICIPANT shall have no interest therein and said property will at all times remain exclusively the CITY'S and shall not be subject to the provisions of this Agreement pertaining to liquidation or disposition upon termination. ARTICLE Vlll: FUTURE CAPITAL EXPENSE 1. It is recognized that portions of the property and equipment of the Transit System including, but not limited to motor vehicles (buses)will wear out. Insofar as such replacement constitutes more than normal maintenance, the CITY will pay for such cost with moneys available from Federal and State grants, if any, and from a "Transit Capital Reserve Fund" to be established by the CITY. Transit Capital Reserve Fund items subject to replacement rather than normal maintenance shall be those items, the aggregate cost of which would cause the budget line items for routine repair and reconstruction to be exceeded. 2 The Transit Capital Reserve Fund shall be an interest bearing fund established solely for the purpose of providing moneys for such replacement. The CITY will transfer, as received, all payments of surcharges to the Transit Capital Reserve Fund. Moneys may be withdrawn from the Transit Capital Reserve Fund as needed to pay for replacement or reconstruction. The Mayor of the City of Glens Falls will designate the banking institution in which the funds will be deposited and the CITY will provide PARTICIPANT with an annual report on the balance and investments of the Transit Capital Reserve Fund. 3 The CITY shall prepare as necessary a schedule of all significant components of The Transit System with estimated costs for replacement Page 5of11 of each component together with estimate of available Federal and State funding for replacement. 4 The CITY shall establish a percentage surcharge (the "Operating Cost Surcharge") to all PARTICIPANTS such that, if such surcharge remained applicable from year to year, it would provide sufficient funds for replacement or reconstruction as needed from the Transit Capital Reserve Fund. The CITY may use reasonable assumptions regarding anticipated aggregate user charges, interest levels and inflation, and the availability of Federal and State funding in establishing the surcharge. The CITY shall adjust the surcharge at least annually as needed to maintain adequate funding of the Transit Capital Reserve Fund. The share of the surcharge shall be based on its percentage share of operating costs as set forth in Article V hereof. ARTICLE IX: REMEDIES ON BREACH 1. Upon the occurrence of any event of default, on the part of PARTICIPANT, in addition to all other remedies at law or in equity afforded to the CITY, PARTICIPANT in default shall: A. Become immediately liable for the payment to the CITY of that sum of money equal to 50% of the preceding annual expense contribution paid to the CITY by the party in default. B. Be subject to such restriction, modification, and/or cessation of transportation services to, from, and within its corporate limits or location provided hereunder as the CITY may in its absolute discretion by resolution provide. ARTICLE X: RESOLUTION ON DISPUTES The assignment of specific duties and authority to the respective Parties is made under this contract with the intent to avoid major differences among the Parties in the conduct of the service undertaken by this Agreement; and the Parties intend that contract terms shall control the Parties authority and decisions with the respect to operations of service. But as to matters not specifically controlled by the terms of this Agreement, and all claims, disputes and other matters in question between the Parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, the Parties Agree to submit to the Transit Division of the New York State Department of Transportation for mediation and assistance. In the event that any such matter is not resolved within thirty (30) Days after submission to DOT, the parties agree to submit the matter for determination and award to an arbitrator designated and appointed in accordance with the rules of the American Arbitration Association. The duties of said arbitrator and the conduct of the arbitration proceedings shall be governed by Civil Practice Law and Rules 7501 et sec Notice of a demand for arbitration by either Party shall be filed in writing with the Clerk of the other Party and with the American Arbitration Association. Page 6of11 The demand shall be made within a reasonable time after the claim, dispute, controversy, or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when the institution of legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statue of limitations. The award rendered by the arbitrator following arbitration of the dispute pursuant to this article shall be final, and judgment may be entered upon it in accordance with the applicable provisions of the Civil Practice Law and Rules. ARTICLE XI: DURATION, TERMINATION AND LIQUIDATION 1 This Agreement shall remain in effect for a period of two (2) years From January 1, 2019, unless thereafter extended or sooner terminated by mutual agreement of the Parties, or otherwise as herein provided. 2 The Transit System shall be terminable upon the unanimous election of all PARTICIPANTS listed in the attached Appendix A upon the occurrence of any of the following events: A. Lapse or abatement of project funding from all state and/or federal sources to any level below 50% of the total operational expense budget requirements for any current or immediate future fiscal year. B. Disruption or discontinuance of transit services in substantial part for a period ninety(90) or more days as a result of strikes, fuel or materials shortages, war, natural disaster, state or federal governmental action, or other circumstances of legal or physical impossibility. 3 In event of termination of the Transit System, the CITY shall, consistently with the requirements of law and the directives of the New York State Commissioner of Transportation, cause the transit services provided hereunder to cease, direct the system manager to undertake all reasonable necessary steps to effect the conclusion of the business, operations, and affairs of the system, and cause the liquidation by any appropriate lawful means of all assets held by the CITY and acquired pursuant to the provisions of this Agreement, including all accounts receivable and sums owing to the CITY or accruing during liquidation, but exclusive of City owned real property including the bus garage and related facilities. 4 Upon the conclusion of the liquidation process, the sums thereby realized shall be applied in whole or in part as the case may be, to the payment of all indebtedness, all costs incurred in the liquidation process and to the payment of all additional costs and liabilities incurred by the CITY pursuant to this Agreement then outstanding . 5 In the event that, following all such payments, there remains an unexpended balance of funds realized from liquidation, the CITY shall divide such balance into as many shares as there then exist Page 7 of 11 PARTICIPANTS in the Transit System not in default on the date of termination. The CITY shall fund each such share by allocation of that percentage of the liquidation surplus as equals the percentage rate of expense budget contribution, which would be borne by each of said Parties were they to continue operation of the Transit System without the participation of the party or parties in default. Upon funding of each such surplus share, the CITY shall pay over the share amounts to the respective Parties. 6 In the event that, following all such payments for which system funds are available, there exists a deficiency of funds necessary to retire remaining obligations or indebtedness incurred pursuant to this Agreement, the CITY shall certify to all PARTICIPANTS the amount of said deficiency. Thereafter and not later than thirty (30) Days following such certification each PARTICIPANT shall pay to the CITY an amount equal to that percentage of the deficiency as equals their respective rates of expense budget contribution, which would be in effect if all Parties were to continue operations in accordance with the terms of this Agreement. ARTICLE XII: ADVERTISING The CITY shall have the exclusive right to advertising displayed on or upon the Transit systems buses and bus stop shelters. All advertising revenues generated by the leasing of advertising space on or upon such buses and shelters shall be payable to and retained by the CITY and applied to the operations budget of the Transit System. ARTICLE XIII: TRANSPORTATION ADVISORY COMMITTEE 1. GENERAL -The CITY and PARTICIPANT agree to the continuance of an Advisory Transportation Committee during the term of this Agreement, and any renewals or extensions thereof. The Transportation Committee shall consist of fourteen (14) members: two (2) members shall be City Residents, two (2) members shall be residents of the Town of Queensbury, and one (1) member shall be from each of the other participating communities, i.e. Village of Fort Edward, Village of Hudson Falls , Village of South Glens Falls , Village of Lake George, and Town of Fort Edward, Town of Moreau, Town of Lake George, Town of Balton, Town of Kingsbury and the Fourteenth member shall be a representative from the New York State Department of Transportation. Said Transportation Committee shall act in an advisory capacity to their respective municipalities relating to the subject matter of this Agreement. The Transportation Committee shall meet on a regular basis, but not less than two times per year. 2 TROLLEY SERVICE — It is recognized that seasonal trolley transportation Services shall be operated for the benefit of those Participants that make contributions toward that service. These Participants shall form the primary advisory counsel for this Mode of service. Page 8 of 11 ARTICLE XIV: MISCELLANEOUS PROVISIONS 1 Renewal of Agreement This Agreement shall be renewed after the initial two-year term on a year to year basis unless either party notifies the other in writing of its election to terminate the Agreement 90 days in advance of the anniversary date of this Agreement. Such written notice shall be signed by the Chief Executive Officer or Corporation Counsel, and shall be delivered to the Office of the Chief Executive Officer and to the Office of the Clerk of the other municipality. 2 Amendment This Agreement may only be amended by the subsequent written agreement of the Parties hereto duly executed by and through their respective authorized representatives following approval by each of the Parties' respective governing bodies and the satisfaction of all other legal requirements as may relate thereto. 3 Entire Agreement This Agreement represents the entire and integrated agreement among all of the Parties and supersedes all prior negotiations, representations, or agreements, with respect to its subject matter, either written or oral. 4 Separability In the event that any portion, term, or provision of this Agreement shall be finally determined to be void, unlawful, invalid or unenforceable, in whole or in part, by any court or other tribunal having competent jurisdiction either at law or pursuant to the terms of this Agreement, said determination shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement. 5 Governing Law Unless otherwise specified or provided, this Agreement shall be construed, governed, and enforceable in all its provisions under and in accordance with the laws of the State of New York or, where supervening, the laws of the United States of America. IN WITNESS WHEREOF, the Parties have executed this Agreement by and through their respective authorized representatives effective the day and year first above written. CITY OF GLENS FALLS, NY TOWN OF QUEENSBURY, NY By: By: Dan Hall, Mayor John Strough, Supervisor Page 9 of 11 GREATER GLENS FALLS TRANSIT SYSTEM Distribution of Service Base Year 2019 MUNICIPALITY LOCAL SHARE 01/01/2019 — 12/31/2019 City of Glens Falls $ 56,734 Town of Queensbury 59,137 Village of Hudson Falls 6,577 Village of South Glens Falls 6,405 Village of Fort Edward 7,620 Town of Moreau 4,877 Town of Fort Edward 3,522 Town of Lake George 9,402 * 1 Village of Lake George 9,402 * 1 Town of Bolton 2,075 Town of Kingsbury 3,522 $ 169,273 *, Includes contribution for Village Trolley local match Page 10 of 11 Appendix A GREATER GLENS FALLS TRANSIT Draft Operating Budget and Operating Assistance Year 2019 A. 2018 Operating Budget $ 2,036,921 B. Farebox and Other Revenue (Projected) Farebox Revenue $300,000 Interest Earnings 1,000 Other Programs 20,000 Advertising 30,000 $ 351,000 C. Federal Operating Assistance $ 831,000 D. NY State Transportation Operating Assistance $ 675,650 E. Municipal Contributions $ 169,733 Reserve Contrib $ 9,500 TOTAL REVENUES $ 2,036,921 NOTE: Figures include revenues and expenses for trolley services Page 11 of 11