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3.13 3.13 2019 ORGANIZATIONAL\\Queensbury Land Conservancy-AMENDED-2-11-19 RESOLUTION AMENDING AND RESTATING 2019 AGREEMENT BETWEEN TOWN AND QUEENSBURY LAND CONSERVANCY, INC. RESOLUTION NO. ________________________________________________________, 2018 INTRODUCED BY: ________________________________________________________ WHO MOVED FOR ITS ADOPTION SECONDED BY: __________________________________________________________ WHEREAS, by Resolution No.: 43,2018, the Queensbury Town Board authorized an Agreement with the Queensbury Land Conservancy for the year 2019 for the purpose of helping to preserve open space in the Town of Queensbury, and WHEREAS, the Town Board wishes to have the option of providing winter access to certain Queensbury Land Conservancy properties and to, as part of the Agreement, have the ability to clear certain parking lots during the winter to provide additional opportunities for use by the public, and WHEREAS, a proposed Amended Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes the Amended and Restated Agreement between the Town and the Queensbury Land Conservancy for the year 2019 substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreement and the Town Supervisor, Director of Parks and Recreation and Town Budget Officer to take any actions necessary to effectuate the terms of this Resolution. th Duly adopted this 11 day of February, 2019, by the following vote: AYES : NOES : ABSENT: 2019 AGREEMENTS\Queensbury Land Conservancy-AMENDED AND RESTATED-2-11-19 AMENDED AND RESTATED AGREEMENT BETWEEN TOWN OF QUEENSBURY AND QUEENSBURY LAND CONSERVANCY, INC. THIS AGREEMENT, made as of the 1" day of January, 2019, by and between the TOWN OF QUEENSBURY, Warren County, New York, (hereinafter referred to as the "TOWN") and QUEENSBURY LAND CONSERVANCY,INC.,a non-profit agency organized and existing under the laws of the State of New York, with its principal place of business in Queensbury, New York, (hereinafter referred to as the "CONTRACTOR") in the manner following: IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. Contractor agrees to furnish community services to the Town and its residents for the 2019 calendar year, which is also the Town's fiscal year, in consideration of the sum set forth below. The services to be provided by the Contractor are: A. aiding with the development of an inventory of lands within the Town which are of natural,recreational, scenic,historic or productive value; B. advising the Town of appropriate protection strategies for these lands and collaborating with the Town in preparing an open space master plan; C. consulting with the Town regarding the value and most appropriate use of lands offered for open space recreation uses in connection with subdivision applications; D. advising the Town Board, Planning Board and Zoning Board of Appeals, when requested, regarding open space issues as they may relate to applications being considered by these Boards; and E. managing such lands owned by the Town as both the Town and Queensbury Land Conservancy may mutually agree in writing for open space purposes. 2. The Town agrees to pay Contractor the sum of$25,000 in full consideration for the services previously set forth. Such amount shall be paid as follows: A. 50% upon submission of 2018 Financial Statement, submission of a Town Voucher (attached as Exhibit A)and approval of the Voucher by the Town Supervisor. B. 50% after June 1, 2019 and upon submission of year-to-date reports of activities in accordance with contracted services and submission of Town Vouchers and approval of the Vouchers by the Town Supervisor. 3. In addition, the Town shall have the right, upon request by the Contractor, to assist in trail maintenance on property owned by either the Town or the Contractor in circumstances where major storm damage (such as that resulting from Hurricane Irene) interferes with the ability of Queensbuiy residents to be able to freely use the trail system. This right shall be exercised upon the authorization by the Town Supervisor after a major storm and shall not permit the use of Town employees in routine trail maintenance. 4. In addition, the Town's Department of Parks and Recreation shall have the right to plow the snow on and maintain the parking lots during the winter to allow winter use for the public at the following Queensbuty Land Conservancy Facilities: A. Leon M. Steves Big Bay Preserve B. Sullivan Preserve C. Tian Dusen Preserve 5. The Queensbuiy Land Conservancy, Inc. hereby grants the Town a license over its real property so that Queensbuiy residents shall be able to freely use the trail systems in accordance with the Contractor's rules and regulations. As this agreement conveys to the Town the right to maintain the Contractor's trails and grants a license to the Town for its residents to use its trails, the Town of Queensbuiy Town Code rules and regulations pertaining to Town trails and walking paths apply to Contractor owned property, including the Town's right and law enforcement agencies' right to enforce such rules and regulations. 2 6. The Contractor additionally agrees to furnish to the Town throughout the term of this Agreement all financial and program information reasonably requested which is related to the services provided. 7. It is understood and agreed that the relationship of the Contractor to the Town shall be that of independent contractor. The independent contractor agrees that it will hold itself in accordance with such status and that it will neither present itself nor claim to be an officer or employee of the Town. 8. The Contractor agrees and warrants to indemnify the Town and hold it harmless for any and all claims arising out of the performance of this Agreement which are made against the Contractor. 9. The Contractor agrees that it shall neither assign nor in any manner convey the rights or obligations of this Agreement to any other person, company, or organization without the previous written consent of the Town. 10. This Agreement may be terminated by either party upon thirty (30) days notice in writing to the other party. The Contractor further agrees that in the event of cancellation of this Agreement by either party, it will make a full and final accounting of all Town funds received under this Agreement within thirty (30) days after notification of cancellation has been issued. 11. Unless cancelled earlier under the terns of the preceding paragraph, this Agreement expires on December 31, 2019. 12. It is agreed by the parties that this Agreement constitutes the full and complete agreement by the parties and that it may not be changed orally. 3 IN WITNESS WHEREOF,the parties have signed this Agreement to be effective on the day and year first above written. TOWN OF QUEENSBURY QUEENSBURY LAND CONSERVANCY, INC. BY: BY: JOHN F. STROUGH, SUPERVISOR LEON M. STEVES,PRESIDENT DATE: DATE: MAILING ADDRESS: MAILING ADDRESS: 742 BAY ROAD C/O VAN DUSEN& STEVES QUEENSBURY,NY 12804 169 HAVILAND ROAD QUEENSBURY, NY 12804 4 BILLING VOUCHER Submitted to: TOWN OF QUEENSBURY 742 BAY ROAD QUEENSBURY,NY 12804 Phone:518-761-8201 Fax:518-745-4445 NYS Sales Tax Exemption 14-6002393 (Do not write in this area-for Accounting Use Only) Department Town Board EXHIBITA PO NO. IF/IP ACCOUNTCODE $DISTRIBUTION VENDOR NO. C L Queensbury Land Conservancy, Inc. A I M A N T L J OUR CUSTOMER ACCOUNT NO. TOTAL $ Q 0 This form is to be used by: $Vendors not furnishing their own pre-printed invoice form. $Department Managers to approve vendor invoices for payment DATE INVOICE NUMBER DESCRIPTION $AMOUNT DUE TOTAL AMOUNT DUE $0 00 CLAIMANT CERTIFICATION: I hereby certify that the products and/or services listed above have been furnished to the Town,including all information and documents required by a Contract where applicable;that no portion has been previously paid or satisfied;that taxes from which the Town is exempt are not included;and that the amount claimed is actually due. Date: Signature: Title: DEPARTMENT APPROVAL Comptroller's Office Use This Voucher represents an authorized purchase that complies with the Received Town's purchasing policies and procedures. Prices are in accordance Checked with pre-authorized Purchase Orders or Contracts,where applicable. The Returned services and/or materials,including all required information and documents, Reason have been furnished to the Town of Queensbury,and the amount approved is due for payment. Entered Authorized Due Date Date: Feb 5, 2019 Official Comptroller TOWN OF QUEENSBURY comptrollerlgproWilling vouchermb3 Mar 2002