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4.16 4.16 AGREEMENTSTicense Agreement With ERLJML Inc dba Ricks Bike Shop—Gurney Bike Promotion—4-17-2023 RESOLUTION AUTHORIZING LICENSE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND ERLJML, INC., DBA RICKS BIKE SHOP TO PROVIDE TEMPORARY OUTPOST BUILDING AT GURNEY LANE PARK TO PROMOTE BICYCLE TOURISM AND BICYCLING RESOLUTION NO.: ,2023 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury owns and operates a Town Park known as the Gurney Lane Recreation Area(Park), and WHEREAS, ERLJML, Inc., d/b/a Rick's Bike Shop (Rick's) wishes to promote the use of the Park's mountain bike trails and bicycle tourism and bicycling generally by facilitating rentals of mountain bikes, conducting guided rides for bike renters and bike owners, providing spare and replacement parts and conducting emergency repairs for riders from a temporary building to be provided by Rick's at the Park from May 27, 2023 through October 31, 2023, with the option for renewal for 2024, and WHEREAS, the Town Board has determined that Rick's proposal is in furtherance of a proper Town purpose and the goals of the Town's Department of Parks and Recreation, and WHEREAS, the parties wish to enter into a License Agreement setting forth the rights and responsibilities of each party as set forth in the proposed License Agreement presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes and directs the Town Supervisor to execute the License Agreement for Temporary Use of Gurney Lane Recreation Area between the Town of Queensbury and ERLJML, Inc., d/b/a Rick's Bike Shop substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor, Town Counsel, Town Budget Officer and/or Director of Parks and Recreation to take any other action necessary to effectuate the terms of this Resolution. Duly adopted this 17t'day of April, 2023 by the following vote: AYES NOES ABSENT: LICENSE AGREEMENT FOR TEMPORARY USE OF GURNEY LANE RECREATION AREA THIS AGREEMENT is made and entered into by and between the TOWN OF QUEENSBURY, a municipal corporation duly existing under the laws of the State of New York, with its offices located at 452 Bay Road , Queensbury, New York 12804 (the "Town") , and ERLJML, INC., a New York corporation doing business as Rick's Bike Shop, with its offices located at 368 Ridge Road , Queensbury, New York 12804 (the "Licensee"). WITNESSETH WHEREAS, the Town owns and operates a Town Park known as the Gurney Lane Recreation Area (the "Park"); and WHEREAS , the Park includes a picnic Pavilion with tables and grills , playground area, half-court basketball area, fishing pond , swimming pool and extensive walking , hiking and mountain bike trails; and WHEREAS , the Licensee wishes to promote the use of the mountain bike trails at the Park specifically and to promote bicycle tourism and bicycling generally by facilitating rentals of mountain bikes, conducting guided rides for bike renters and bike owners, providing spare and replacement parts and conducting emergency repairs for riders from a temporary building situated at the Park (the "Outpost"); and WHEREAS, the Licensee proposes to provide the temporary building and bear all expenses for its placement, operation and removal at the end of the Term and that the Town will prepare the location of the temporary building with a suitable gravel or crushed stone base; and WHEREAS, the Town Board has determined that the proposed activities are in furtherance of a proper Town purpose and the goals of the Town's Department of Parks and Recreation ; and WHEREAS , the parties wish to enter into an agreement setting forth the rights and responsibilities of each in connection with the establishment of the Outpost; NOW THEREFORE, the parties hereby mutually agree as follows: 1 . License. The Town hereby grants a revocable license to the Licensee to place , maintain , operate and remove the Outpost at the Park in accordance with the plan and schedules attached hereto as Schedule A; and the Licensee hereby agrees to provide services related to the Outpost, all as further provided in this Agreement. The Licensee hereby agrees that the license granted pursuant to this Agreement is revocable at any time by the Town if Licensee's actions, as determined by the Town , fall outside the scope of this Agreement, and that the Town shall bear no liability or cost in connection with any such revocation . 2. Term. This Agreement shall be in effect commencing on May 27, 2023 and will terminate on October 31 , 2023, such end date subject to change at the discretion of the Licensee after Labor Day, for the period September 4, 2023 through October 31 , 2023 . The parties may renew the Agreement for subsequent terms under the same conditions or may agree upon different conditions. The parties agree to discuss renewal for 2024 by September 1 , 2023, 3, Consideration. The Licensee shall provide the temporary building, placement, maintenance and operation of the outpost and removal at the end of the Term, which shall constitute consideration for this Agreement. The Town will provide the License and the preparation of the location for the building. The parties further agree that the building may remain on the premises during the winter months and need not be removed unless either party terminates this Agreement or affirmatively decides not to renew for the following year_ 4. Hours of Operation. Licensee commits and agrees that the Outpost shall be open for business at the discretion of the Licensee, approximately 40 hours per week. Hours of operation will be communicated to the Town and subject to change based on staffing availability. 5. Insurance. The Licensee shall maintain insurance covering the Licensee and the Town against bodily injury liability and property damage liability involving the Park for the duration of the Term in amounts not less than $2,000,000-operations aggregate, $2,000 ,000-general aggregate and $ 1 ,000,000-any one occurrence. The Licensee must provide the Town Board with a Certificate of Insurance that names the Town of Queensbury as an additional insured . This certificate must be provided and approved by the Town Board PRIOR TO the commencement of the Term. The insurance provided for in this Section shall be made effective under valid and enforceable policies issued by insurers of recognized responsibility which are licensed to do business in the State of New York and shall not subject to cancellation or material change without at least ten (10) days prior written notice to the Licensee and the Town _ 5. Compliance with Laws. The Licensee shall comply with the requirements of all laws, statutes, ordinances, orders, resolutions, rules, regulations and other public requirements in effect during the term of this Agreement. The Licensee shall not discriminate against any group or individual on the basis of race, color, creed , national origin , gender or sexual orientation in the implementation of the program or activities for which it is using the Park. 7. Indemnification and Hold Harmless. The Licensee shall indemnify, defend and hold harmless the Town , its officers, officials, employees, and agents from and against any and all claims, demands, suits, liabilities, damages, losses and expenses resulting from or in any way arising out of use of the Park by the Licensee, its agents, servants, volunteers, participants or employees which causes, directly or indirectly, any bodily injury, illness, death or other damage to any persons or any property, including, but not limited to the property of the Town . a. Release. The Licensee shall be responsible for the care and maintenance of any of its personal property which it may use, place, maintain or store at 2 r P the Park_ The Town shall not be responsible for any loss, damage, or injury which may result from or in any way relate to the Licensee's use of the Park and the Licensee hereby releases the Town from and against such liability. 9. Damage to Park. The Licensee shall be responsible for any damage to the Park or any portion thereof which is caused , in whole or in part, by a rental patron of the Licensee during their designated rental period or day of rental. If any such damage occurs, the Licensee shall promptly either repair or replace the damaged property in a manner determined by the Town and at the sole expense of the Licensee. 100 Rules and Regulations. The Licensee will comply with all rules, regulations and policies of the Park not in conflict with specific provisions contained in this Agreement. The Licensee acknowledges that the Park will remain open to the public during the Term and that other activities, events and parking congestion may occur. The parties acknowledge that Licensee awns a delivery/service vehicle used in operation of the business. This Agreement includes a license for such vehicle to remain at the Park overnight as may be needed in the discretion of Licensee. 11 . Construction of Agreement. This License Agreement shall not be considered a transfer or conveyance of any interest in real estate, and shall be considered only a revocable License. 12. Assignment, The Licensee may not assign any portion of this Agreement to another party or permit any other person or entity to make use of the Park under the authority of this Agreement without prior written consent from the Town Board . IN WITNESS WHEREOF the Town and ERLJML, Inc. have executed this Agreement as of , 2023. TOWN OF QUEENSBURY By: JOHN STROUGH , Supervisor ERLJML, INC. By: Name: Title: STATE OF NEW YORK ) COUNTY OF WARREN ) On this day of 2023 before me, the undersigned, personally appeared JOHN 5TR©UGH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the 3 instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) SS. - COUNTY OF WARREN ) On this day of 2023 before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument_ Notary Public N:%ClientslQUEENSBURY1AgreementskGURNEY LANE LICENSE Ricks Bike (Revised).docx 4