4.18 4.18
SUPPORTUcense Agreement Between Town and City—Halfway Brook Trail—9-12-16
RESOLUTION OF SUPPORT FOR HALFWAY BROOK TRAIL LICENSE
AGREEMENT BETWEEN TOWN OF QUEENSBURY
AND CITY OF GLENS FALLS
RESOLUTION NO.: ,2016
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Town of Queensbury (Town) and City of Glens Falls (City) are adjoining
communities that share in the use and enjoyment of recreational resources, and
WHEREAS, the Town and City wish to enter into a License Agreement to provide for the
construction, use and maintenance of a pedestrian use recreation trail to be known as the Halfway
Brook Trail located on property owned by the City located within the Town in the Halfway
Brook Reservoir Watershed, such License Agreement to be generally referred to as the Halfway
Brook Trail License Agreement, and
WHEREAS, a proposed, draft License Agreement has been prepared and presented at this
meeting, and the Town Board wishes to express its support of such License Agreement and urge
the Glens Falls Common Council to move forward in its consideration of such License
Agreement, and
WHEREAS, such expression of support of such License Agreement is non-binding, with
no legal commitment by the Town of Queensbury, and
WHEREAS, the Agreement will not come into effect until and unless it is approved by the
Queensbury Town Board,
NOW, THEREFORE, BE IT
RESOLVED, the Queensbury Town Board hereby expresses its non-binding support of the
proposed Halfway Brook Trail License Agreement between the Town of Queensbury and City of
Glens Falls and authorizes and directs the Town Supervisor to send a certified copy of this Resolution
to the Glens Falls Common Council with a letter urging the Glens Falls Common Council to move
forward in its consideration of such License Agreement, and to take such other and further action as
may be necessary to effectuate the terms of this Resolution.
Duly adopted this 12ffi day of September, 2016,by the following vote:
AYES
NOES
ABSENT:
2
AGREEMENTS\Glens Falls Watershed—Trail Agreement—9-12-16
LICENSE AGREEMENT
This License Agreement (hereinafter 'Agreement ") is made by and between the City of
Glens Falls, New York (hereinafter"City")and the Town of Queensbury (hereinafter referred to
as "Town ").
RECITALS
The purpose of this agreement is to preserve and protect the natural resources of the
Halfway Brook Reservoir watershed (hereafter the "Lower Watershed "), including and most
importantly, the Lower Watershed's water quality, and provide for the construction,use and
maintenance of a pedestrian use recreation trail tobe known as the Halfway Brook Trail
for the use and enj o yment ofthe general public.
Whereas, the Town and the City are political subdivisions of the State ofNew York,
each being governed by their respective charters, laws and regulations setting forth the roles and
responsibilities of various decision-making councils, boards and commissions,and
Whereas, municipalities are adjoining communities that share in the use and enjoyment of
environmental resources of inestimable value including abundant sources of clean water, clean
air and a diverse biosphere, and
Whereas, the water resources and the surrounding undeveloped land of the Lower
Watershed are essential resources of the City required for the supply of clean drinking water to
City residents, some Town residences and hundreds of local businesses, and
Whereas, the water resources and the surrounding undeveloped land of the Lower
Watershed are a beneficial scenic and natural resource of the City located within the Town, are
part of a system of ground, surface and subsurface water and provide wildlife habitat, open
space and visual enrichment for the general public,and
Whereas, the City watershed lands, acquired for the specific purpose of providing a
safe and protected source of drinking water, are held i n trust for the People of Glens Falls i n order
to ensure that human disturbances and development of the land adjacent to streams and
reservoirs do not negatively impact water purity and quality, and
Whereas, the city charter prescribes that watershed land s may not be sold,
conveyed or leased except as approved by a City-wide referendum, held as part of a general
election, after proper notice and two public hearings thereon,and
Whereas, in order to ensure the continued quality or tie City water supply and to
reduce environmental impacts from the human activity and development, the City will prepare
and implement a Watershed Management Plan for the watershed lands which shall include
measures to improve on-site wastewater and stormwater management, reduce
sedimentation and erosion, limit nutrient export, stop the introduction and spread invasive
species, promote public education, and address unauthorized public access to watershed
lands,and
Whereas,Town has achieved laudable goals in developing a passive recreation trail
system on property adjacent to Lower Watershed and desires to develop a trail through the
Lower Watershed to connect to existing trails on adjacent properties and to establish additional
trail opportunities by means of a larger interconnected trail system with substantial public
benefits,and
Whereas, the municipalities have determined through cooperative effort, the
Lower Watershed can continue to serve its essential purpose of supplying ofclean water after
undergoing limited modification to accommodate a pedestrian use recreation trail,bridge, and
parking area without a diminution of water quality or undue impact to natural resources,
AGREEMENT
1. Grant of License: For and in consideration of the payment of$10.00 and for the
mutual promises set forth herein,the City grants to the Town a license(hereinafter "License")for
the following purposes:
(a) to construct, install, reconstruct, use, maintain, repair, implement and
replace a pedestrian use recreation trail across the Lower Watershed,a
footbridge over Halfway Brook and two parking areas (hereinafter
"Improvements") and thereafter to manage the use thereof in
accordance with the Lower Watershed Recreation Management Plan
(hereinafter "Plan")which,upon adoption by the City and Town, shall
become part of this Agreement asiffully set forth herein.
(b) the area subject to this license to be used by the Town as set forth herein,
and the Improvements to be made by the Town, shall be limited to
the pedestrian use recreation trail,bridge and parking areas set forth on
Exhibit"A"attached hereto and made parthereof.
(c) this license is not exclusive and the City retains the right to use the
licensed areas. Use of the trails may be interrupted by the City as
necessary for timber harvesting, forest management and property
maintenance.
(d) the Improvements shall not be open to public use until the City and
Town have adopted the Lower Watershed Recreation Management
Plan and the Town has received, and provided copies to the City, of all
required Federal,state and local permits.
2. Limitation of Use of the Lower Watershed: The Improvements to be made by
the Town shall be limited to those set forth in Exhibit"N'attached hereto. The Town shall not
construct, install, reconstruct, use, maintain, repair and/or replace any structure, building, or
make any other surface or subsurface improvements,whether temporary or permanent, on the
Lower Watershed except in accordance with Exhibit"A".
The use and management of the Improvements shall be established in the Lower
Watershed Recreational Management Plan (hereinafter "Plan") which, upon adoption by the
City and Town, shall be attached hereto as Exhibit "B" and made a party hereof. It is
understood by the parties that anyone engaging in any prohibited use shall be subject to criminal
prosecution in connection with said prohibited use, including trespass. The Plan shall include,
but not be limited to,the following subjects:
-permitted uses;
-prohibited uses;
-hours of operation;
-posting of signs and the content thereof;
-maintenance and maintenance schedule;
-debris and trash removal;
-enforcement plan including patrols and prosecution;
-access and leashing of domestic animals;
-public education and notification program.
3. Lower Watershed Recreation Manaeement Committee: The City and Town
agree to form a joint committee which shall be known as the Lower Watershed Recreation
Management Committee (hereinafter "Committee"). The Committee shall be comprised of six
(6)members,with three(3)members being from the City and three(3) members being from
the Town. Each party's members shall consist of at least one elected official and the
chairperson of said committee shall be one ofthe members from the City who shall be elected
by a majority vote of the Committee members. Each member ofthe Committee shall get one
(1)vote for any and all action ofthe Committee.
The Committee shall be responsible for developing the Plan which, upon
completion, shall be adopted by a majority vote of the members of the Committee for
recommendation to the City and Town for approval. Upon approval by the City and Town, the
Plan shall become party of this Agreement and, provided the Town has received all
necessary permits and approvals,the Improvements shall be open for public use.
The parties specifically agree that said committee is advisory only and the
governing bodies of the City and Town maintain jurisdiction and control over the terms of this
Agreement.
In the event that the City and Town shall fail to adopt the Plan within three(3) years of
the date ofthe full execution of this Agreement,this Agreement maybe deemed null and void.
At the mutual election of the parties, the City and Town may agree to extend the adoption
deadline period for an additional two(2)years.
After the adoption of the Plan,the committee shall meet at least twice per year and shall
address any and all issues which may arise in connection with this Agreement. In addition,the
committee shall prepare an annual report which shall be submitted to the City and Town on or
before 1st day of January of each year. Said report shallindude,but not be limited to: trail usage;
condition of trails, parking areas and adjacent areas; criminal activity; littering; damage to the
Lower Watershed.
4. State Environmental Quality Review: To the extent that Improvements or any
The Town does not have an issue with the City of Glens Falls being lead agency. However, we are
told by our legal counsel that compliance with the State Environmental Quality Review Act
(SEQRA) is required prior to rather than after execution of this Agreement. Therefore,paragraph
#4 which contemplates subsequent SEQRA compliance should be deleted as, again, SEQRA
compliance is required prior to agreement authorization and execution.
The Town will have Halfway Brook Trail SEQR Part I prepared by Chazen Companies for the
City's review.
5. Cost to install and maintain: TM Town shall be responsible for all costs
associated with the installation and maintenance of the Improvements and shall maintain the
Improvements in a safe and environmentally sound manner and in compliance with all
applicable governmental requirements. Without limiting the generality of the preceding, all
Improvements constructed by the Town shall meet or exceed all applicable requirements and
specifications of all applicable governmental agencies having jurisdiction. All costs of
construction and maintenance and similar activities required in connection with the
Improvements shall be borne solely by the Town.
6. Property Taxes: During the term of this Agreement, the City shall not be
required to pay any Town property tax for the Lower Watershed Parcel which is identified
as Warren County Tax Map No. _
The proposed trail will traverse City owned properties,tax map parcels#'s 301.7-2-10 and 301.10-1-1.
The 2015 Town taxes were $169.76 and $195.43 respectively.
The Town agrees to allow City exemption of those Town taxes.
7. Restoration of Lower Watershed: Upon completion of any Improvements or
related activities by the Town which disturb the surface ofthe Lower Watershed or the Halfway
Brook,the Town shall promptly restore the disturbed areas to the condition existing prior to the
disturbance or as otherwise required by this Agreement.
Upon the termination of this Agreement,the Town shall promptly restore the disturbed
areas to the condition existing prior to the Improvements but shall not remove any Improvements
without the written authorization of the City.
8. Conduct of the Town: At all times, all actions of the Town on or about the
Lower Watershed or in connection with any and all activities contemplated by this
Agreement shall be in strict compliance with all governmental requirements. The Town shall be
responsible for obtaining and complying with all applicable federal,state and local government
requirements for the construction, operation, use and maintenance of the Improvements.
9. Indemnity: The Town shall indemnify, defend, and hold harmless the City from
and against any and all losses, claims, actions, damages, liabilities, penalties, fines, pollutants,
or expenses,of whatsoever nature including,without limitation,reasonable attorneys'fees and
costs,injury to persons,thedeathofanyperson,or damage to property arising from the use ofthe
Improvements by the Town and from any and all damage arising from use of the
Improvements by the general public or from the activities contemplated by this Agreement,
other than any damages resulting from City recklessness, negligence and/or willful or
intentional acts.
The indemnity set forth in this paragraph shall be effective without regard to compliance or
non compliance withthisAgreement bythe Town.
Our Town Counsel suggested the above.
10. Insurance: The Town shall,at all times this Agreement is in effect, maintain a
policy of general liability insurance with respect to the Town's and the general public's activities
in and on the Improvements. The amount of such insurance shall be no less than one million
dollars $1,000,000.00 and such policy shall name the City as an additional named insured.
Such policy shall provide that it shall not be amended or terminated except upon at least 30
days'prior written notice to the City. Upon ten(10) days request by the City,the Town shall
provide to the City a certificate of insurance meeting the requirements set forth in this
paragraph. In the event at any time the Town fails to have in place the insurance coverage
required by this paragraph or fails to provide proof of insurance as required by this paragraph,
the City shall have the right to immediately terminate this Agreement.
Town Counsel suggested we add to the above paragraph: The Town's obligation to provide
general liability insurance should be accompanied by a corresponding City obligation to
maintain such insurance, at least insuring against any damages resulting from City
recklessness, negligence and/or willful or intentional acts.
11. Richt of Use/Access: Upon completion ofthe Improvements set forth herein,
the adoption of the Plan, and upon receipt of all of the required permits and approvals,the
Town and general public shall have the right of use and access over and across the Lower
Watershed trails as set forth herein for the sole and limited purpose of those activities set forth
in the Plan.
12. Termination of Aereement: In the event that the Town fails to perform any
obligations under this Agreement the City may, but is not required, to perform any such
obligation ofthe Town atthe sole costs and expense ofthe Town and shall further have the right
to immediately terminate this Agreement.
13. Maintenance of Improvements: All expenses of the construction, operation,
maintenance and reconstruction of the Improvements shall be borne solely by the Town and
shall be performed as set forth in the Plan.
14. Town Code: The Town shall amend the Town Code to prohibit unauthorized
motor vehicle use anywhere in and on the Improvements and shall inform the general public of
such prohibited use and shall enforce same in and on Improvements. Motorized vehicle are
prohibited except for the following exceptions:
a. Vehicles used for construction and/or maintenance ofthetrails;
b. Vehicles authorized by either the town or the city;
c. Emergency and law enforcement vehicles.
15. Condition of Use: The rights of the Town and general public to utilize the
Lower Watershed as set forth herein is expressly conditioned on said use not causing or
contributing to any material harm, or otherwise adversely impacting or damaging,the Lower
Watershed or the Halfway Brook.
(a) The Town shall implement all storm water soil erosion and
sediment control measures as may be necessary to protect the Halfway
Brook from erosion and to prevent the discharge of sediment or turbid
water into the Halfway Brook.
(b) any and all damage to the Improvements or the Halfway Brook caused
or contributed to by the Town's and the general public's use of the
Improvements shall immediately be corrected orrepaired by the Town
at its solecost and expense.
(c) as part of the Plan, the Town shall implement the public education
and notification program to promote public awareness of the
prohibition against entry into unauthorized areas of the Lower
Watershed.
(d) the Town shall prepare and submit to the City an annual report that
summarizes the activities and conditions of the trail and any use
conflicts or environmental problems encountered during the year
including the manner in which they were resolved.
(e) I f at any time,the City determines that the use of the Improvements as
set forth herein has adversely impacted or damaged the Lower
Watershed or the water quality of the Halfway Brook, the City shall
serve a notice on the Town of any such adverse impact or damage and
a demand that the Town immediately remedy same. The Town shall,
within five (5) business days, take remedial action to remedy the
adverse impact or damage which remedial action must be approved
by the City's Water and Sewer Superintendent prior to
implementation. In the event that the Town fails to take remedial
action within said (5) day period, or the remedial action taken by the
Town is deemed insufficient by the City's Water and Sewer
Superintendent,the City shall have the right to take any remedial action
it deems necessary to remedy the adverse impact or damageto the Lower
Watershed and the Town shall be solely responsible for any and all costs
incurred in connection with same and shall pay such costs within thirty
(30)daysof receiving an invoice from same from the City.
In the event that the use of the Improvements as set forth herein creates an
imminent danger or hazard to the City's water supply, the City shall have the right to
immediately terminate this Agreement.
16. Term of Agreement: The agreement is terminated upon the sale by the City of
any of the affected parcels. The term of this Agreement shall be for a period of twenty (20)
years and shall be automatically renewed thereafter on an annual basis unless terminated by
either party pursuant to this Agreement.
The annual renewal of this Agreement is conditioned upon compliance with the terms of
this Agreement as determined by the City.
17. Attorneys' Fces: In the event any litigation, arbitration, administrative
Town Counsel suggested: "Attorneys' Fees" should be deleted. Each party can bear its own
obligations for attorneys fees and no provision so stating needs to be included.
18. Paragraph Headings: Paragraph headings are included for reference
purposes only and do not constitute part of this Agreement.
19. Governing Law: This Agreement shall be governed and construed under the
Laws ofthe State ofNew York.
20. Severability: Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
21. Waiver: Waiver by the City of any default by the Town shall not be
deemed to be a waiver of any other default under this Agreement. Any remedy or election
under this Agreement will not be deemed exclusive, but instead, whenever legally
permissible, will be cumulative with all other remedies at law or in equity.
22. Entire Agreement: This Agreement constitutes the entire Agreement
between theparties.
23. Assignment: Neither this Agreement nor the rights granted herein may be sold,
assigned or otherwise transferred without the written consent of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Licensor: Licensee:
John Diamond,Mayor Date John Strough,&ipervisor Date
City of Glens Falls Town of Queensbury