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4.03 4.3 AGREEMENTS\Sears Richard Tree Service—Equipment at Ridge Road Transfer Site—7-6-2020 RESOLUTION AUTHORIZING LICENSE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND RICHARD SEARS TREE SERVICE RESOLUTION NO.: ,2020 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the Queensbury Town Board wishes to enter into an Agreement with Richard Sears Tree Service (Sears) regarding the use and maintenance of certain chipping and grinding equipment owned by Sears at the Town's Ridge Road Transfer Station so that the Town Highway Department may process its highway clearing materials at that location, and WHEREAS, the Town and Sears have negotiated terms of a proposed License Agreement substantially in the form presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the proposed License Agreement by and Between Town of Queensbury and Richard Sears Tree Service substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreement and take any further actions necessary to finalize the License Agreement, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, r Transfer Station Landfill Equipment Operator, Highway Superintendent and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this 6`" day of July, 2020, by the following vote: AYES NOES ABSENT: AGREEMENT\Sears Richard—License Agreement—July 2020 LICENSE AGREEMENT BY AND BETWEEN TOWN OF QUEENSBURY AND RICHARD SEARS TREE SERVICE THIS AGREEMENT, made as of July , 2020, by and between the TOWN OF QUEENSBURY ("Town"), a municipality organized and existing pursuant to the laws of the State of New York with principal offices located at 742 Bay Road, Queensbury, New York, and RICHARD C. SEARS, RICHARD C. SEARS, INC., RICHARD SEARS TREE EXPERTS INC., AND RICHARD SEARS LANDSCAPING CORP., with principal offices located at 1 Harold Harris Road, Queensbury,New York ("Sears"), WITNESSETH: WHEREAS, Sears operates a chipping and grinding operation from a location at Harold Harris Road in the Town of Queensbury, and WHEREAS, The Town commenced action against Sears (Index No.: 58188) seeking to enjoin certain activities at the Harold Harris Road premises, and WHEREAS, the Town and Sears entered into an Agreement which has been ordered by the Court, and which includes in part, the requirement that certain activities at the Harold Harris Road Premises by eliminated or reduced, and WHEREAS, consistent with the Court's Order the parties have agreed that moving equipment owned by Sears to the Town's Ridge Road Transfer Station, would make it convenient for the Town Highway Department to have its materials processed at that location, and WHEREAS, Sears and Town officials met at the Transfer Station site and determined that an area of the site known as the Torrington Pit was ideally suited for location of chipping and/or grinding equipment and for short term storage of materials, and WHEREAS, the parties have agreed that Sears may maintain his equipment at the Ridge Road Transfer Station site under the following terms and conditions: 1. The Highway Department has erected a gate to the road from the Transfer Station to this area and a copy of the key will be provided to Sears so that he may access the site but can protect his equipment from the public. 2. When the Highway Department as a part of its Highway clearing has material that requires chipping and/or grinding, Richard Sears Tree Service will annually provide 16 hours of chipping and/or grinding that material (or secure a another firm that will provide the same service), without cost to the Town. 3. Sears will periodically remove their own accumulated materials from the Ridge Road Transfer Station. 4. In the event that the Town determines that too much materials have accumulated at the Transfer Station, he will notify Richard Sears Tree Service of this and Richard Sears Tree Service will have 30 days to dispose of excess accumulated materials. 5. Richard Sears Tree Service will not be operating as an agent or employee of the Town and will maintain insurance on its equipment and will maintain Workers' Compensation insurance for its employees. Such insurance will be deemed to be primary over any insurance maintained by the Town. 6. The materials to be ground by Sears as payment for this License Agreement will not include materials bought or collected by Town residents. Those materials will be subject to a separate contract between the Town and a third party. 2 7. This License Agreement does not create any third party rights for any person or company that is not a party to this Agreement. For example, only Richard Sears Tree Experts vehicles will be allowed entry at the Ridge Road Transfer Station site. 8. This License Agreement will be good for a period of five (5) years and shall thereafter continue unless terminated by either party by written notice to the other party with at least 90 days advance notice. 9. Should any dispute arise over this Agreement, venue will lie exclusively in Warren County, New York, the place of the contract and Agreement. 10. The Parties acknowledge that each is represented by Counsel and that they have had the opportunity to review this Agreement with Counsel or have waived the right to do so. 11. By signing below, the undersigned warrant that they have been duly authorized to execute this Agreement and to bind the respective Parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. By: JOHN STROUGH SUPERVISOR,TOWN OF QUEENSBURY By: RICHARD SEARS INDIVIDUALLY AND FOR NAMED CORPORATIONS 3