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4.13 4.13 AGREEMENTS\\License Agreement Between Town and City – FINAL AUTHORIZATION - Halfway Brook Trail – 5-20-19 RESOLUTION 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 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 have negotiated terms of a License Agreement to provide for the construction, use and maintenance of a 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 (“License Agreement”), and WHEREAS, by Resolution No.: 55,2019, the Town Board expressed its support of the License Agreement and, upon completion of SEQRA review by the City of Glens Falls Common Council, its intention to authorize and direct the Town Supervisor to execute the License Agreement, and WHEREAS, the City has advised that it has completed its SEQRA review, adopted a Negative Declaration and authorized the License Agreement, and WHEREAS, the Town Board wishes to authorize the License Agreement as presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, the Queensbury Town Board hereby 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 authorizes and directs 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. th Duly adopted this 20 day of May, 2019, by the following vote: AYES : NOES : ABSENT: 2 RESOLUTION SUPPORTING HALFWAY BROOK TRAIL LICENSE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND CITY OF GLENS FALLS RESOLUTION NO.: 55,2019 INTRODUCED BY: Mr. George Ferone WHO MOVED ITS ADOPTION SECONDED BY: Mr.Anthony Metivier 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 License Agreement has been negotiated between the Town and City and is presented at this meeting,and WHEREAS,the Town Board wishes to support the proposed License Agreement, NOW, THEREFORE, BE IT RESOLVED, the Queensbury Town Board hereby supports 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 11th day of February, 2019, by the following vote: AYES: Mr. Ferone, Mrs. Switzer,Mr. Strough,Mr. Metivier,Mrs. Atherden NOES: None ABSENT: None 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 passive 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 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 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. 6 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. 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