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4.05 4.5 AGREEMENTS\License Agreement With Under the Woods and Common Roots—Churney Gurney Winter Event—1-13-20 RESOLUTION AUTHORIZING LICENSE AGREEMENT FOR TEMPORARY USE OF GURNEY LANE RECREATION AREA RESOLUTION NO.: ,2020 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, the Under the Woods Foundation, Inc. (Foundation) wishes to host a fat tire and snow shoe race at the Park known as the Churney Gurney Winter Race and wishes to make beer available to the public at the Race to be conducted in January 2020, and WHEREAS, the Foundation and the Common Roots Brewing Company (Common Roots) have agreed that Common Roots will provide the beer and oversee its sale to the public, 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 a License Agreement setting forth the rights and responsibilities of each in connection with the Race and the sale of beer at the Park, and WHEREAS,a copy of a proposed License Agreement is 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, Under the Woods Foundation, Inc., and Common Roots Brewing Company 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 I P day of January, 2020 by the following vote: AYES NOES ABSENT: , . X , i Ll :1q-Lol 14 , GURNEY LANE FATTIRE BIKE DAY GURNEY LANE SK SNOWSHOE RACE AGREEMENT\License Agreement—Gurney Lane—Sale of Alcohol—Common Roots—January 2020 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 742 Bay Road, Queensbury, New York 12804 (the "Town"), and UNDER THE WOODS FOUNDATION, INC., a New York not-for-profit corporation with its offices located at 13 Locust Street, Glens Falls, New York 12801 (the "Foundation") and COMMON ROOTS BREWING COMPANY, a New York limited liability company with a mailing address of 58 Saratoga Avenue, South Glens Falls, NY 12803 ("Common Roots" and, together with the Foundation, 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 along with a multitude of winter recreation activities; and WHEREAS, the Foundation hosts an annual fat tire and snow shoe race at the Park known as the Churney Gurney Winter Race and wishes to make beer available to the public at the Race to be conducted in January 2020; and WHEREAS, the Foundation and Common Roots have agreed that Common Roots will provide the beer and oversee its sale to the public; 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 Race and the sale of beer at the Park; NOW THEREFORE, the parties hereby mutually agree as follows: 1. License. The Town hereby grants a revocable license to the Foundation to conduct the Race and related activities at the Park and grants a license to the Licensee to sell beer at the Pavilion; and the Foundation and Common Roots each hereby agrees to provide services related to the Race and sale of beer, 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 for any reason and that the Town shall bear no liability or cost in connection with any such revocation. 2. Term. This Agreement shall be in effect on the date(s) of the Race, January 26, 2020, between the hours of 8:00 a.m. and 4:00 p.m. 3. Consideration. The standard Pavilion rental fee of $125 shall constitute consideration for this Agreement. 4. Liquor License. The Licensee shall acquire and maintain the appropriate License or Permit from the New York State Liquor Authority for sale of beer at the Pavilion for the term of this Agreement and shall provide a copy of the License or Permit to the Town Board PRIOR TO the date of the Race. At all times the Licensee agrees to conduct the operation of the Race and sale of beer at the Pavilion in accordance with New York State laws regarding the sale of alcoholic beverages. No alcohol other than the alcohol provided by the Licensee shall be permitted, consumed or served at the Race. The Licensee shall enforce all rules and regulations related to sale and consumption of alcohol at the Park in accordance with its License or Permit and New York State Law. 2 5. Insurance. The Foundation shall maintain insurance covering the Foundation and the Town against bodily injury liability and property damage liability involving the Park for the duration of the Race in amounts not less than $2,000,000- operations aggregate, $2,000,000-general aggregate and $1,000,000-any one occurrence. The Foundation 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 scheduled date of the Race. 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 Foundation and the Town. 6. 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. 8. 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 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. 3 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 the negligence or intentional act of the Licensee or its agents, employees, volunteers, participants, or guests. 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. 10. Rules and Regulations. The Pavilion rental policies contained in the Gurney Lane Facility Reservation Policy, which is attached hereto and made a part of this Agreement, shall apply to the use of the Pavilion by the Licensee in connection with the Race. If there is a conflict between any provision of this Agreement and the Reservation Policy, the more restrictive provision shall apply. The Foundation acknowledges that the Town allows the use of the Pavilion on a first come, first serve basis. If the Foundation determines, prior to the date on which it is scheduled to use the Pavilion, that use of the facility will not be necessary or desired, the Foundation shall immediately notify the Town. The Lessee acknowledges that the Park will remain open to the public during the Race and that other activities, events and parking congestion may occur. Neither this Agreement nor rental of the Pavilion by the Foundation grants "private" use of any other portion of the Park. 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, the Foundation and Common Roots have 4 executed this Agreement as of January , 2020. TOWN OF QUEENSBURY By: JOHN F. STROUGH, III, Town Supervisor UNDER THE WOODS FOUNDATION, INC. By: Name: Title: COMMON ROOTS BREWING COMPANY By: Name: Title: STATE OF NEW YORK ) ss.: COUNTY OF WARREN ) On this day of January, 2020 before me, the undersigned, personally appeared JOHN F. STROUGH, III, 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 instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public 5 s a STATE OF NEW YORK ) ss.: COUNTY OF WARREN ) On this day of 2020 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 he/she/they 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 STATE OF NEW YORK ) ss.: COUNTY OF WARREN ) On this day of 2020 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 he/she/they 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 6