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4.14 4.14 AGREEMENTS\Eastern NY Marine Trades—Great Upstate Boat Show—OCCUPANCY TAX FUNDS—2-27-17 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND EASTERN NY MARINE TRADES ASSOCIATION RESOLUTION NO.: ,2017 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury has received a request for funding from the Eastern NY Marine Trades Association to assist in funding its Great Upstate Boat Show to be held at the Adirondack Sports Complex (The Dome) in the Town of Queensbury on March 31St—April 2"d, 2017, and WHEREAS, such event will promote the Town of Queensbury, its amenities and prosperity and is expected to draw many people to the Town of Queensbury and its surrounding area's hotels and motels, restaurants, stores and other businesses, thereby benefiting the general economy of the Town and all of Warren County, and WHEREAS, by Resolution No.: 484,2007, the Queensbury Town Board provided for the Town's receipt of occupancy tax revenues from Warren County in accordance with the Local Tourism Promotion and Convention Development Agreement (Agreement) entered into between the Town and Warren County, and WHEREAS, the Agreement provides that specific expenditure of the funds provided under the Agreement are subject to further Resolution of the Queensbury Town Board, and WHEREAS, the Town Board wishes to provide funding to the Eastern NY Marine Trades Association in the amount of$15,000 with occupancy tax revenues received from Warren County, and WHEREAS, a proposed Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves the Agreement between the Town and the Eastern NY Marine Trades Association substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreement, with funding for the Agreement not exceeding the sum of$15,000 and to be provided by occupancy tax revenues the Town receives from Warren County, to be paid for from Account No.: 050-6410-4412, and BE IT FURTHER, RESOLVED, that such Agreement is expressly contingent upon the Town Budget Officer confirming that the Town has unallocated occupancy tax funds available from Warren County. Duly adopted this 27ffi day of February, 2017,by the following vote: AYES NOES ABSENT: AGREEMENTS\Eastem NY Marine Trades—Great Upstate Boat Show LOCAL TOURISM PROMOTION AND CONVENTION DEVELOPMENT AGREEMENT This Agreement is made as of the lSt day of January, 2017 by and between the Town of Queensbury, a municipal corporation with its principal place of business located at 742 Bay Road, Queensbury, New York 12804 (hereinafter referred to as "Municipality") and the Eastern NY Marine Trades Association, with a principal place of business located at P.O. Box 4604 Queensbury,New York 12804 (hereinafter referred to as "Contractor"). WITNESSETH WHEREAS, the Municipality has received from Warren County certain funding derived from revenues received by the County as a result of the imposition of the Occupancy Tax authorized by act of the New York State Legislature (Chapter 422 of the Laws of 2003), hereinafter "Occupancy Tax Funds," and WHEREAS, Municipality has agreed to expend the Occupancy Tax Funds for tourism promotion and tourist and convention development and, more specifically, to enhance the general economy of the Municipality through the promotion of tourist activities, conventions, trade shows, special events and other directly related and supported activities for such purposes, and WHEREAS, the Contractor is (1) ready, willing and able to provide services and/or materials consistent with the terms upon which the Municipality must expend the funds and as more specifically described in the attachment annexed hereto as Schedule A and (2) possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to carry out the terms of this Agreement; NOW, THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the Municipality and the Contractor agree as follows: 1. Services/Materials The Contractor shall provide services and/or materials as more specifically described in the attachment annexed hereto as Schedule "A". [Contractor—Please attach a detailed description of services/materials to be provided, the costs and the period for performance of services or supply of materials.] 2. Contract Sum A. For the Services performed and/or materials furnished under this agreement the Contractor shall be paid the sum of$15,000. The Contractor shall not be entitled to out-of-pocket expenses. Contractor shall not be entitled to partial payment for services rendered or materials furnished at the end of end of each thirty (30) day period as work proceeds. B. Payment of amounts owed by the Municipality by virtue of this contract shall be as set forth above for all services to be performed and all out-of-pocket expenses incurred by reason of this Agreement. There shall be no other amounts due and payable by the Municipality regardless of costs or expenses of the Contractor except for additional services requested by the Municipality which are beyond the Scope of Services and those services customarily performed as a part thereof. 3. Payment A. In order to receive payment under this Contract, the Contractor shall furnish: i) a completed and fully executed Agreement; ii) an invoice or other statement identifying and itemizing the services rendered or materials furnished and charges for the same and if the contract includes or requires payment for services at an hourly rate, that rate shall be specified for each person charged for and employed in the performance of the contract, iii) such other documents as are required by the standard billing procedures of Municipality, iv) a detailed description of how the funds will be used, as well as statistical information describing how the Town's financial investment impacted the program's success, including attendance figures, demographics, etc., v) in the event that Contractor uses subcontractors or material supplier in connection with the services and or materials furnished under this agreement, the Contractor shall obtain from any subcontractors or material suppliers the same documentation required of herein above of Contractor and submit the same to the Municipality to support Contractor's claim for payment, vi) the Contractor shall promote the Municipality in whatever media in which they spend the Town's contribution including, but not limited to, the Town's logo being incorporated into written advertising materials, brochures,radio and/or television ads, etc. B. Payment shall be made thirty (30) days from: i) the furnishing of all materials and completion of required work, or ii) receipt of all documentation required by this section, whichever date is later. 4. Term The initial term of this Agreement shall commence upon execution of this Agreement and terminate when the services have been completed or the material furnished as provided for in Schedule "A" or December 31, 2017, whichever date is sooner. On December 31, 2017, in the event that there are any services or materials to be provided under this Agreement that the contractor has not provided, all work and services shall immediately cease unless continuation after December 31, 2017 is specifically authorized by Resolution of the Governing Board of Municipality. This Agreement may be terminated at any time upon mutual written consent of the Municipality and Contractor. The Municipality may terminate this Agreement immediately upon written notice of termination to the Contractor, if the Contractor fails to comply with the terms and conditions of this Agreement and/or any laws, rules, regulations, policies or procedures affecting this Agreement. Written notice of termination, where required, shall be sent by personal messenger service or by certified mail, return receipt requested. The termination shall be effective in accordance with the terms of the notice. Upon receipt of the notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations at the receipt of the notice without approval by the Municipality. In no event shall the Municipality be liable for expenses or obligations arising from programs or other expenditures made pursuant to the terms of this Agreement after the termination date. 5. Reports to be Filed Concerning Funds and Expenditures At the end of the contract term or at the end of each calendar year, whichever occurs first, the Contractor shall file with the Municipality a report which shall include: i) the number of persons served by the services or materials provided by Contractor pursuant to this agreement, ii) an outline of plans for continuing the activity or project, and iii) any and all other reasonable information that the Municipality may deem necessary by further resolution adopted by the Board. 6. Records/Audits The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this Agreement (herein collectively "the Records") in accordance with the following requirements: i) the Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter, and ii) the Municipality Chief Executive Officer, the Chairman of the Warren County Board of Supervisors, the Tourism Committee of the Warren County Board of Supervisors, the Warren County Administrator of Fiscal Services, the County and Municipality Attorney, or any other person or entity authorized to conduct an examination, as well as the Municipality governing board and the Warren County Board of Supervisors, shall have access to the Records during normal business hours at an office of the Contractor, or, if no such office is available, at a mutually agreeable and reasonable venue within the Municipality, for the term specified above for the purposes of inspection, auditing and copying. The Municipality shall take reasonable steps to protect from public disclosure any of the records which are exempt from disclosure under §87 of the Public Officers Law (the "Statute") provided that; a) the Contractor shall timely inform an appropriate Municipality official, in writing, that said records should not be disclosed; and b) said records shall be sufficiently identified and designation of said records as exempt under the statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the Municipality's or County of Warren's right to discovery in any pending or future litigation. 7. Indemnification The Contractor shall defend, indemnify and hold harmless the Municipality and its officers and employees from claims, notices of claims, suits, actions, damages and costs of every kind and nature, including but not limited to reasonable attorney's fees, arising out of activities funded or otherwise carried out pursuant to the terms of this Agreement. 8. Nature of Agreement/Independent Contractor This Agreement is a funding agreement. This Agreement is not intended to create, nor shall it be construed as creating, a joint venture or partnership. The Contractor is an independent contractor and may neither hold itself out nor claim to be an officer, employee or subdivision of the Municipality, nor make any claim, demand or application to or for any right, based on any different status. 9. Discrimination Prohibited The services to be furnished and rendered under this Agreement by the Contractor shall be available to any and all residents of Warren County without regard to race, color, creed, sex, religion, national or ethical origin, handicap or source of payment; and under no circumstances shall a resident's financial ability to pay for the services be provided be considered, unless such consideration is allowed by State and/or Federal law, rule or regulation. 10. Non-Discrimination and Employment The Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Further, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin (i) discriminate in the hiring against any citizen who is qualified and available to perform work; or (ii) discriminate against or intimidate any employee hired for the performance of work funded by this Agreement. 11. No Partisan Political Activity Funds provided pursuant to this Agreement shall not be used for any partisan political activity, or for activities that may influence legislation or the election or defeat of any candidate for public office. 12. Non-Assignment/No Sub-Recipients This Agreement may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the Municipality, and any attempts to assign the contract without the Municipality's written consent are null and void, except that contracts entered in to by the Contractor with third parties for commodities and/or services that are part of the services to be performed as identified in Schedule "A" attached hereto shall not be deemed prohibited by this clause. 13. Workers' Compensation/Disability This Agreement shall be void and of no effect unless throughout the life of the Agreement, the Contractor shall secure compensation insurance and disability insurance for the benefit of such employees engaged under this Agreement as are by law required to be insured by provisions of the Workers' Compensation Law and New York State Disability Law. Proof of compensation and disability insurance shall be in the form(s) approved by the Workers' Compensation Board. 14. Set-Off Rights The Municipality shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the Municipality's option to withhold for the purposes of set-off any monies due the Contractor under this Agreement up to the amounts due and owing to the Contractor with regard to this Agreement, any other Agreement with any Municipality department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Municipality for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. 15. Executory Clause The Municipality shall have no liability under this Agreement to the Contractor or to anyone else beyond the funds appropriated and available for this Agreement. 16. International Boycott In accordance with §220-f of the Labor Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation, has participated, is participating, or shall participate in an International boycott in violation of the federal Export Administration Act of 1979, or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted, or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the Agreement's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the Municipality Manager within five (5) business days of such conviction, determination or disposition of appeal. 17. Compliance with Law The Contractor warrants, covenants and represents that: i) it is aware of and familiar with the provisions of General Municipal Law §801, 803 and 805-A, and of the Code of Ethics of Warren Municipality, ii) at no time during the term of this Agreement shall it knowingly permit or allow performance of its services for the Contractor under this Agreement to involve any violation of said statutory provisions or of the Code of Ethics, and iii) it shall fully comply with all other general and special laws and regulations of the State of New York, as well as with all local laws and resolutions of the Municipality, applicable to the services to be performed by the Contractor under this Agreement. 18. Disputes Disputes involving this Agreement, including the breach or alleged breach thereof, may not be submitted to binding arbitration, but must, instead, be heard in a court of competent jurisdiction within the State of New York. 19. Amendment This Agreement may not be amended, modified or renewed except by written agreement signed by the Municipality and the Contractor. 20. Severability If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 21. Entire Agreement This Agreement is the entire agreement between the parties and it shall be construed in accordance with the laws of the State of New York. Approved as to form: TOWN OF QUEENSBURY By: , Esq. JOHN F. STROUGH, TOWN SUPERVISOR Town Counsel Date: EASTERN NY MARINE TRADES ASSOC. By: ROGER PHINNEY ITS DULY AUTHORIZED OFFICER Date: STATE OF NEW YORK ) ) ss.: COUNTY OF WARREN ) On the day of February in the year 2017, before me, the undersigned, a Notary Public in and for said state, personally appeared JOHN F. STROUGH 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 person upon behalf of which the individual acted,executed the instrument. Notary Public STATE OF NEW YORK ) ss.: COUNTY OF WARREN On the day of , in the year 2017, before me, the undersigned, a Notary Public in and for said state, personally appeared ROGER PHINNEY 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 person upon behalf of which the individual acted,executed the instrument. Notary Public SCHEDULE A Contractor to attach a detailed description of services/materials to be provided, the costs and the period for performance of services or supply of materials.