3.14 3.14
AGREEMENTSUcense Agreement Between Town and City—Halfway Brook Trail—2-11-19
REVISED RESOL UTION
RESOLUTION SUPPORTING AUTHORIZING HALFWAY BROOK TRAIL
LICENSE AGREEMENT BETWEEN TOWN OF QUEENSBURY
AND CITY OF GLENS FALLS
RESOLUTION NO.: ,2019
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Town of Queensbuiy (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 License Agreement has been negotiated between the Town and
City and is presented at this meeting, and
WHEREAS, the Town Board wishes to support authorize the proposed License
Agreement,
NOW,THEREFORE, BE IT
RESOLVED, the Queensbury Town Board hereby supports authorizes the Halfway Brook
Trail License Agreement between the Town of Queensbury and City of Glens Falls substantially in
the form presented at this meeting, and
BE IT FURTHER,
RESOLVED, that upon completion of SEQRA review by the City of Glens Falls
Common Council, the Town Board intends to authorize and direct the Town Supervisor to
execute the License Agreement and any other needed documentation and take such other and
further action as may be necessary to effectuate the terms of this Resolution.
Duly adopted this 11 1" day of February, 2019, by the following vote:
AYES
NOES
ABSENT:
2
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 to be known as the Halfway Brook Trail for the
use and enjoyment of the general public.
Whereas, the Town and the City are political subdivisions of the State of New 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 in trust for the People of Glens Falls in 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 lands 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,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 of clean water after undergoing limited
1
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
l. 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,
two parking areas and multiple vehicle barriers/gates(hereinafter"Improvements") as set forth
on Exhibit"A"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 as if fully 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,parking areas and vehicle barriers/gates set forth on Exhibit"A" attached hereto and
made part hereof.
(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"A"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. 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;
2
-public education and notification program.
The parties recognize the potential that use of the improvements by the general public
will result in prohibited use of, and prohibited activities on,the Lower Watershed. It is
understood by the parties that anyone engaging in any prohibited use or activity shall be subject
to criminal prosecution in connection with said prohibited use, including trespass.
3. Lower Watershed Recreation Management 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 of the members from the City who shall be elected by a majority
vote of the Committee members. Each member of the Committee shall get one(1)vote for any
and all action of the Committee and in the event of a tie vote,the Chairperson shall have one
additional vote to break any such tie. Any vote of the committee shall require the presence of at
least four(4)members of the Committee consisting of at least two (2)members from each
municipality.
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 of the full execution of this Agreement, this Agreement may be 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 shall include,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: The City Common Council shall serve as
Lead Agency for the purpose of SEQRA review.
5. Cost to install and maintain: The 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
3
constructed by the Town shall meet or exceed all applicable requirements and specifications of
all applicable governmental agencies having jurisdiction. All costs and expenses incurred in
connection with construction and maintenance of the Improvements, including the enforcement
of compliance by the general public with the rules governing the use of the Improvements.
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. 301.7-2-10 and 301.10-1-1.
7. Restoration of Lower Watershed: Upon completion of any Improvements or
related activities by the Town which disturb the surface of the 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,the death of any person, or damage to property arising from the use of
the 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 damages resulting from the recklessness, gross negligence and or willful or intentional acts
by the City. The indemnity set forth in this paragraph shall be effective without regard to
compliance or non-compliance with this Agreement by the Town.
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 two million
dollars $2,000,000.00 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.
In addition to the aforementioned coverage to be obtained by the Town shall, the City, at
all times this Agreement is in effect, shall maintain a policy of general liability insurance on the
4
Lower Watershed. The amount of such insurance shall be no less than one million dollars
$1,000,000.00.
11. Right of Use/Access: Upon completion of the 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 Trail
as set forth herein for the sole and limited purpose of those activities set forth in the Plan.
12. Termination of Agreement: 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 of the Town at the sole costs and expense of the 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 vehicles are
prohibited except for the following exceptions:
a. Vehicles used for construction and/or maintenance of the trails;
b. Vehicles authorized by either the Town or the City pursuant to the terms of the
Lower Watershed Recreational Management Plan;
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 and enforce all storm water soil erosion and sediment
control measures set forth in the Lower Watershed Management Plan on the Improvements 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) If at any time,the City determines that the use of the Improvements as set forth
herein, or damage caused by 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 forty-eight(48)hours of receiving
said notice,propose remedial action to address the issues set forth in the notice which remedial
action is subject to the approval of the City's Water and Sewer Superintendent prior to
implementation. The Town shall,within five (5) business days of approval by the City's Water
and Sewer Superintendent of the proposed remedial action,take such approved remedial action
to remedy the adverse impact or damage to the maximum extent practicable. In the event that
5
1
the Town fails to take or commence 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 damage to 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) days of
receiving an invoice for 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, or the New York State Department of
Environmental Conservation or the New York State Department of Health issue any violation in
connection with the Lower Watershed that is caused, or contributed to,by the Improvements, the
City shall have the right to immediately suspend or terminate this Agreement.
(c) Any and all other 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 not covered by
Paragraph 15(b) above shall be corrected by the Town, at its sole cost and expense, within a
reasonable period of time after the Town receives notice of any such damage.
(d) 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.
(e) 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.
16. Term of Agreement: 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.
The annual renewal of this Agreement is conditioned upon compliance with the terms of
this Agreement as determined by the City.
17. Attorneys' Fees: In the event any litigation, arbitration, administrative proceeding
or other proceeding is brought against the City by the New York State Department of
Environmental Conservation, New York State Department of Health or any other governmental
entity in connection with the Town's or the public's use of the improvements, the Town shall be
solely responsible to defend the City or reimburse the City for the costs and reasonable attorneys'
fees incurred in defending such action.
Further, in the event any litigation, arbitration, administrative proceeding or other
proceeding is brought against the Town to enforce Section 15 herein, the Town shall be solely
responsible for the costs and reasonable attorneys' fees incurred in connection with same.
18. Paragraph Headings: Paragraph headings are included for reference purposes
only and do not constitute part of this Agreement.
6
19. Governing Law: This Agreement shall be governed and construed under the
Laws of the State of New 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 the
parties.
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:
Daniel Hall,Mayor Date John Strough, Supervisor Date
City of Glens Falls Town of Queensbury
7