2.2 2.2
FIRE AND RESCUE\South Queensbury Fire 2016-20 AMENDMENT Agreement—APPROVE—5-20-19
RESOLUTION APPROVING FIRE PROTECTION SERVICE AMENDED
AGREEMENT BETWEEN TOWN OF QUEENSBURY AND SOUTH
QUEENSBURY VOLUNTEER FIRE COMPANY, INC. FOR 2016-2020
RESOLUTION NO.: ,2019
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, fire protection services are provided to the Town of Queensbuiy by the Bay
Ridge Volunteer Fire Co., Inc., North Queensbury Volunteer Fire Co., Inc., Queensbury Central
Volunteer Fire Co., Inc., South Queensbuiy Volunteer Fire Co., Inc., and West Glens Falls
Volunteer Fire Co., Inc., in accordance with agreements between each Volunteer Fire Company and
the Town, and
WHEREAS, by Resolution No.: 40,2016, the Queensbury Town Board, on behalf of the
Fire Protection District, authorized a five (5) year Fire Protection Service Agreement between the
Town and the South Queensbury Volunteer Fire Co., Inc., ("Fire Company") for 2016-2020 dated
January 1, 2016 (the "Agreement"), and
WHEREAS, the budget in the Agreement included $180,428 each year which was only to
be used for debt service, and
WHEREAS, the Fire Company paid all its remaining outstanding debt in full in 2017 and
informed the Town Board of this, and
WHEREAS, the understanding of the parties was that such funds were to be used towards
the Fire Company's firehouse building project, and
WHEREAS, the parties wish to clarify that their intention was that "debt service" in the
Agreement was to include payments toward the firehouse building project, and
WHEREAS, there is no change in the Town's payments under such clarifications to the
Agreement, and
WHEREAS, a proposed Amended Agreement was prepared to set forth such clarifications
and is presented at this meeting, and
WHEREAS, in accordance with Town Law §184 and General Municipal Law §209(b), the
Town Board conducted a public hearing on Monday, May 20`1', 2019 and heard all interested
persons concerning the proposed Amended Agreement,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board, on behalf of the Fire Protection District,
hereby approves the Fire Protection Service Amended Agreement between the Town and the South
Queensbury Volunteer Fire Co., Inc., for 2016-2020 to clarify that "Debt Service" was intended for
this Amended Agreement to include debt service and firehouse building project expenses, including
expenses associated with investigation, professional services, and other expenses associated with
the firehouse building project for years 2018, 2019 and 2020 (being the years after all outstanding
debt was paid in full so there would be no debt service), and
BE IT FURTHER,
RESOLVED, that all actions taken by the Fire Company and the Town with respect to the
use of"Debt Service" in the Agreement are hereby ratified and approved, and
RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute
such Amended Agreement incorporating the clarifying changes in substantially the form presented
at this meeting and the Town Supervisor and/or Budget Officer to take such other and further action
necessary to effectuate the terms of this Resolution, and
BE IT FURTHER,
RESOLVED, that this Resolution is subject to a permissive referendum in accordance with
the provisions of Town Law Article 7 and the Town Board hereby authorizes and directs the Town
Clerk to publish and post such notices and take such other actions as may be required by law.
Duly adopted this 20`h day of May, 2019, by the following vote:
AYES :
NOES :
AB SENT:
AGREEMENTS\Fire&Rescue\South Queensbury Fire—AMENDMENT AGREEMENT-2016-2020—5-20-19
AMENDED AGREEMENT
THIS AGREEMENT, made as of the 1 St day of January, 2016 between THE TOWN
BOARD OF THE TOWN OF QUEENSBURY, acting for and on behalf of the Town of
Queensbury, a municipal corporation situated in the County of Warren and State of New York
(hereinafter referred to as the "TOWN"), and the SOUTH QUEENSBURY VOLUNTEER
FIRE COMPANY, INC., a New York Not-for-Profit Corporation, located in the Town of
Queensbury, Warren County,New York (hereinafter referred to as the "FIRE COMPANY").
WITNESSETH, that
WHEREAS, there has been duly established in the Town a Fire Protection District
encompassing all of the geographical territory of said Town, and the Town has provided for its fire
protection by contracting with five volunteer fire companies in the Town, and
WHEREAS, the purpose of this Agreement with the Fire Company is to provide volunteer
fire protection services in the Fire Company's chartered area and other areas on a mutual aid basis
for five (5) years through December 31, 2020, and
WHEREAS, the Queensbury Town Board, after conducting a public hearing in accordance
with New York State Town Law §184, duly adopted a Resolution authorizing this Agreement for
fire protection on behalf of the Fire Protection District with the Fire Company upon the following
terms and conditions:
NOW, THEREFORE, for and in consideration of the covenants and agreements herein
contained, the Town does by this Agreement engage the Fire Company to furnish fire protection to
the Fire Protection District and the Fire Company agrees to furnish fire protection for the district in
the following manner:
1. Fire Company to Use Best Efforts to Perform Duties; Failure to Perform.
The Fire Company covenants and agrees that it will use its best efforts at all times to control
and extinguish any fire or emergency causing damage in the Fire Protection District. This
Agreement is not to be cancelled, revoked or terminated by either party within the term of this
Agreement unless it is proven that one party or the other has been willfully negligent and neglectful
with respect to any of the Agreement's terms or provisions.
It is further agreed between the parties that if the Fire Company shall fail to respond to any
alarm and fulfill and perform its duties and obligations at any time during the duration of this
Agreement for a period of 30 days and without a reasonable explanation, or at any time notifies the
Town that it does not intend to perform its duties for any period of time, then the Town may allot
and pay to one or more of the other Fire Companies located in the Town for furnishing fire
protection to the chartered area of the Fire Company, all or any part of the monies due or to become
due under this Agreement for the period for which such service is to be rendered. In the event that
monies have already been paid to the Fire Company for the period involved, then said Company
shall refund to the Town the full amount of the unearned money on a pro-rata basis per day of
failure to provide service.
2. Fire Company Duties.
The Fire Company shall:
A. Be and remain duly incorporated and qualified under §501(c)(3) of the United States
Internal Revenue Code.
B. At all times during the period of this Agreement, maintain and provide adequate and
(2)
May 7,2019
suitable apparatus, appliances and equipment, hereafter referred to generally as
equipment meeting applicable National Fire Protection Association (NFPA) standards
for the condition and capabilities of such equipment, as those capabilities apply to the
intended use, and that equipment shall be maintained for year round service, and be
prepared for and be subject to call for response to and attendance upon any fire or
emergency occurring in the chartered area of the Fire Company.
C. The Fire Company shall at least annually test any dry hydrants located within the Fire
Company's chartered area. The Fire Company shall provide the Town with an inventory
of dry hydrants within its chartered area (including their locations) by August 31st of
each year of this Agreement. If the Fire Company wishes to request the Town's
assistance for repairs, the Fire Company shall promptly notify the Town Supervisor in
writing, and the Town may provide that assistance.
D. When notified by an alarm or telephone call from any person of any fire within the said
chartered area of the Fire Company, the Fire Company shall respond to the fire or other
emergency without delay with all of the Fire Company's equipment and resources that
may be necessary and suitable for the control of said fire or emergency, and the saving
of life and property.
E. The Fire Company shall, when needed and called by any officer of any Fire Company
within the Fire Protection District of the Town of Queensbury, respond with all
equipment and use all of the Fire Company's resources required in the officer's
discretion to extinguish and control the fire and to save life and property anywhere
within the Town of Queensbury. When the Fire Company is called and attending a fire
or incident outside of the Fire Company's chartered area, the proper officers of the Fire
Company within the chartered area where the fire occurs, are to have full control and
charge of the fire or incident or any necessary work or procedure in connection with the
fire or incident, and the Fire Company is not to be charged with any neglect or liability
because of the acceptance of orders or directions of the officer in charge of the incident
(3)
May 7,2019
or in fighting the fire or emergency or because of impassable roads or other conditions
that make it unreasonable to transport fire fighting equipment to the scene of the
incident or emergency.
F. The Fire Company may respond to calls for mutual aid assistance under terms and
conditions of the New York State Mutual Aid Law.
G. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be
deemed to prevent the Fire Company from participating in conventions, parades,
meetings, and schools of instruction, both within and without the Town of Queensbury.
H. Use the monies received from the Town in accordance with this Agreement for only the
following purposes and subject to the following conditions:
(1) The monies provided in accordance with this Agreement shall be used in
accordance with the budget that has been submitted by the Fire Company,
attached as Exhibit A and incorporated herein for all purposes. The Fire
Company may move funds as necessary between expense categories within the
operating expenses; however, the Fire Company cannot move funds as
necessary between restricted categories such as insurance, debt (and/or
firehouse building project) and vehicle fiends.
(2) Notwithstanding anything provided in the budget, it is agreed that none of the
Town funds shall be used for purposes of the payment of banquets or awards,
fund raising activities, clothing not used for fire-fighting purposes,
compensation or reimbursement for the purchase of telephones by members,
wear and tear on members' personal vehicles or personal equipment such as
computers or telephones used in connection with Fire Company activities,
associated expenses or payment of compensation to any officers or other
members of the Fire Companies, except that these restrictions shall not prohibit
(4)
May 7,2019
reimbursing members for telephone calls, food and beverage, and other business
expenses related to the Fire Company purposes.
(3) Notwithstanding anything herein to the contrary, the monies set forth in the
budget for purposes of accumulation each year towards the purchase of vehicles
or other apparatus authorized by said budget account line, shall be continuously
retained by the Fire Company and maintained in a separate fund and the Fire
Company shall account for such monies in each annual audited financial report.
All interest earned on such funds shall be credited toward and maintained in the
vehicle/equipment purchase fund and restricted as above. Any expenditure from
the vehicle fund is subject to prior approval by the Town Board after reasonable
justification by the Fire Company. In the event that this Agreement is not
renewed, this money shall be used to offset any debt owed by the Fire Company.
If the Fire Company has no debt, vehicle and equipment reserve monies shall be
returned to the Town.
(4) The Fire Company shall mail and/or personally deliver the documents identified
below, in acceptable form, to the Town's Budget Officer each year of this
Agreement or any extension thereof as follows:
a) By June 25'1', an annual audited financial report of the previous year in the
format prescribed by the Town prepared on an accrual basis by a Certified
Public Accountant engaged by the Town. Company will not be held
responsible for forwarding report after June 25`1' if they have complied with
the timeline to be set forth in the agreement with the firm to be chosen.
Such report shall verify the Fire Company's qualification under 501(c)(3) of
the United States Internal Revenue Code and shall include statements of all
revenues regardless of source and all expenditures regardless of purpose,
with specific schedules of expenditures of Town funds. The Fire Company
shall be entitled to receive a copy of the proposed Agreement between the
(5)
May 7,2019
Town and the Certified Public Accountant. A copy of any management
letter issued by the auditor shall also be provided. It is specifically
understood that the requirement for the Fire Company to provide a complete
financial report of all revenues and expenditures is to confoirrr with prudent
financial disclosure and public accountability. It is not intended that money
received from fundraising, grants, bequeaths and other non-Town sources
will be applied to expenses for which the Town has agreed to pay within the
approved budgets.
b) By July 15th, an annual update of the Fire Company's five (5) year capital
plan that forecasts future capital needs and expenditures, including
anticipated vehicles, equipment, tools, other apparatus, facilities or
improvements to facilities to be used for firematic purposes.
c) On July 15th of the final year of this Agreement, a budget for each respective
year of the proposed, subsequent Agreement.
d) By March 31 St, a summary of Fire Company Members' Service Award
Credits for the previous year. The Town, specifically including the Town's
Budget Officer, shall be provided detailed records of such Service Award
Credits upon written request within 10 business days of such written request.
e) Prior to the expiration of the previous insurance policies, the Fire Company
will provide copies of insurance certificates specified in Paragraph 8 of this
Agreement.
(5) Notwithstanding any provision of this Agreement, at any time that the Fire
Company is in default of the documentation requirements of this Paragraph:
a) The Town may defer any payments due to the Fire Company under this
(6)
May 7,2019
Agreement until the default is cured; and
b) The Town shall not commence contract renewal negotiations with the
Fire Company.
c) In the event that a payment is deferred because of non-compliance with
reporting requirements, the Fire Company may appeal to the Town
Board for a partial or full payment of amounts otherwise due by
providing an explanation of extenuating circumstances.
(6) Fire Company books and records shall be subject to an independent audit by a
Certified Public Accountant selected by the Town Board of the Town of
Queensbuiy and paid for by the Town at such times as the Town Board shall
determine appropriate.
3. Town's Responsibility to Pay.
The Town agrees to:
A. Pay to the Fire Company and the Fire Company agrees to accept the following amount
for furnishing fire protection in accordance with the terms of this Agreement:
a. $363,201 for year 2016;
b. $366,376 for year 2017;
c. $369,614 for year 2018
d. $372,917 for year 2019
e. $376,286 for year 2020.
B. Pay the following sums:
(7)
May 7,2019
(1) 35% in first audit of 2016/2017/2018/2019/2020 following full execution of the
agreement
(2) 25% upon delivery of audit documents to the Town or Auditor(no later than 3/31).
(3) 20% upon receipt of audit and management letter from auditors (no later than June
25);
(4) 20% upon receipt of an acceptable response from the Fire Company addressing
remedies/corrective actions for audit findings;
(5) In an ideal situation, the 3`d and 4th payments listed above could be made
simultaneously, provided the audit is clean and no findings are listed in the
management letter;
(6) If the Fire Company's insurance increases by more than four-percent (4%) in
2016, 2017, 2018, 2019 and/or 2020, the Town is willing to negotiate this
Agreement concerning the cost of such increase.
4. Term.
This Agreement shall be for a period of five (5) years beginning January 1, 2016 and
continuing through December 31, 2020. The parties intend to open negotiations for a future
agreement at least 45 days prior to expiration of this Agreement
5. Restrictions on Purchase, Sale or Disposition of Fire Company Assets.
A. The Fire Company agrees not to purchase or to enter into any binding contract to incur
debt of any amount or to purchase any piece of apparatus, equipment, vehicles, real
property, or make any improvements thereon with a value of$50,000 or more, without
(8)
May 7,2019
prior approval by Resolution of the Town Board of the Town of Queensbury. As part of
the approval process, the Fire Company will be expected to show financial
responsibility and ability to maintain a responsible debt level. It is understood and
agreed that such approval will not be interpreted as any agreement by the Town to
assume responsibility or liability for payment or guarantee or assure payment for such
apparatus, equipment, real property or improvement thereon, or debt. With respect to
any improvements or non-emergency repairs costing $5,000 or more, the Fire Company
agrees to solicit three written quotes and document the costs.
B. The Fire Company agrees not to sell, give, or otherwise dispose of any vehicle,
equipment, machine, or other apparatus acquired by or through the use of funds received
from the Town by reason of this Agreement, or any prior agreement, without prior
notification of the Town Board and except through or by way of, sale or conveyance to
the highest bidder following an advertised auction or solicitation of bids or transfer to
another emergency service funded by the Town of Queensbury. However, this
provision shall not prohibit vehicle/equipment trade-ins or transfers to another Town of
Queensbury Fire Company or Emergency Squad, nor shall it prohibit the Fire Company
from donating personnel equipment such as replaced turn-out gear to other Fire
Companies or Rescue Squads when replacing such equipment in accordance with a
normal replacement schedule.
C. In the purchase or sale of apparatus, equipment, vehicles or real property, or the making
of improvements, the Fire Company shall make every effort to avoid any conflict of
interest. The Fire Company shall not purchase such things from or sell such things to a
"related party" unless the Fire Company's Board of Directors (excluding any "related
party") approves such purchase or sale. A "related party" shall be:
(1) any member of the Fire Company or his/her family; or
(2) any business where any member of the Fire Company or his/her family,
(9)
May 7,2019
directly or indirectly, work, receive financial remuneration or own part or all
of such business. For the purposes of this provision, "family" shall include
spouse, children,parents or siblings.
D. In recognition that the payment made by the Town in accordance with this Agreement
constitutes nearly the entire budget of the Fire Company and the long-standing support
of the Fire Company by the Town, the Fire Company agrees: (1) that in the event of
dissolution or cessation of operation of the Fire Company during the term of this
Agreement, all assets of the Fire Company remaining after the payment of its debts shall
be distributed to the Town to be used for purposes substantially similar to those of the
Fire Company; and (2) that the Fire Company shall not sell, lease, convey, give or
otherwise transfer any real property without a prior Resolution of the Town Board
approving the transfer.
E. The Fire Company agrees to utilize purchasing guidelines as set forth and contained
herein as Exhibit B or Company policy submitted and agreed to by the Town Budget
Officer.
6. Fire Company Awards Program Records.
The Fire Company is hereby required to keep, maintain and allow inspection by the
Queensbury Town Supervisor, Town Board and Town Budget Officer, certain records relating to
recordation and accumulation of points by Volunteer Fire Fighters participating in the Volunteer
Firemen Awards Program established previously by Local Law following approval of the voters at
a referendum. The Fire Company shall keep all records that are required by such Local Law and the
records shall be provided and certified to the Town Board at such times and in such form as may be
prescribed by the Town Board of the Town of Queensbury not later than March 31st of each year, or
not later than 30 days after a written request has been made. (Reference is hereby made to Chapter
16 of the Code of the Town of Queensbury).
(10)
May 7,2019
7. Unforeseen Events.
The Town agrees that in the case of an unforeseen,justifiable event which has the effect of
substantially impairing or reducing the capability of the Fire Company to carry out its duties of fire
protection, the Town will entertain reasonable requests or applications for additional financial aid
or assistance to the Fire Company to alleviate or eliminate the condition. It is understood, however,
that the Town, by agreeing to entertain any such applications or requests, does not hereby in any
respect make any representation, commitment or guarantee that additional funds or aid will be
provided to the Fire Company by the Town or that the same are permitted under law.
8. Fire Company Insurance Requirements.
The Fire Company shall provide all insurance coverage required in the performance of this
Agreement and the Town shall be in no respect liable for any act or omission of the Fire Company,
its members, employees, servants, or agents.
Appropriate liability insurance shall be obtained by and/or on behalf of the Fire Company as
further set forth below. Such insurance shall be procured from an insurance company licensed to
do business in New York State. The Fire Company shall provide the Town with a copy of
Certificate of Insurance demonstrating at least the following coverage:
A. $1,000,000 combined single limit liability coverage, per occurrence, for Business Auto
with a $2,000,000 Umbrella Policy; and
B. $1,000,000 Combined Single Limit Liability Coverage per occurrence for General
Liability Coverage with a $3,000,000 General Aggregate and $3,000,000 Product and
Completed Operation Aggregate.
C. Building Casualty Coverage equal to replacement value.
(11)
May 7,2019
D. Vehicle Casualty and Collision Coverage equal to replacement value.
Umbrella Coverage may be used to satisfy the required limits. The Certificate of Insurance
shall name the Town as additional insured and provide for thirty (30) days written notice to the
Town of any cancellation.
9. Access.
The Fire Company agrees that the Town Board, its employees, agents, servants and assigns
shall, within ten (10) days of written request, have access to any and all Fire Company owned
buildings and real property for purposes of inspecting and evaluating the buildings, property,
vehicles, equipment,tools and other apparatus.
10. Agreement Not Assignable.
This Agreement and any and all duties, responsibilities, rights and benefits accruing under
this Agreement may not be assigned or delegated without the written consent of the Town of
Queensbury, which consent shall be entirely within the Town's discretion. The intent of this
paragraph is not to prohibit temporary coverage by a neighboring Fire Company under unusual
circumstances that may occur from time to time.
11. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered in person or mailed certified mail return
receipt requested, to the Town, Fire Company or their respective officers.
12. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of
(12)
May 7,2019
which shall be deemed an original but all of which constitute one and the same instrument.
13. Severability.
In the event any parts of this Agreement are found to be void by a court of law, the
remaining provisions of this Agreement shall nevertheless be binding with the same force and
effect as though the void parts were deleted.
14. Modification by Writing Only; New York State Law; Venue; Captions.
No waiver of or modification to any provisions of this Agreement shall be valid unless in
writing and signed by an authorized representative of the party against whom charged. This
Agreement shall be construed in accordance with New York State Law. Venue for any action
concerning this Agreement shall be Warren County. Captions have been added for convenience
only and are not to be determinative in the interpretation or construction of this Agreement.
15. Successor Agreement.
In the event that this Agreement expires before the next Fire Company Agreement can be
negotiated, the Town and Fire Company agree that the terms and provisions of this Agreement may,
by agreement of the parties, remain in full force and effect during the interim period pending
execution of a new agreement. During this interim period, the Town Supervisor may, if so directed
by the Town Board, approve monthly vouchers limited to 1/12`1' of the Fire Company's previous
year's budget.
IN WITNESS WHEREOF,the parties hereto have signed and executed this Agreement as
(13)
May 7,2019
of the date first written above.
TOWN OF QUEENSBURY SOUTH QUEENSBURY
VOLUNTEER FIRE CO., INC.
BY: BY:
JOHN F. STROUGH
TOWN SUPERVISOR PRESIDENT
STATE OF NEW YORK)
ss.:
COUNTY OF WARREN)
On this day of May in the year 2019 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 the person upon behalf of which the individual acted,
executed the instrument.
Notary Public
STATE OF NEW YORK)
ss.:
COUNTY OF WARREN)
On this day of May in the year 2019 before me, the undersigned, a notary public in
and for said state, personally appeared , 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
(14)
May 7,2019
EXHIBIT A
FIRE COMPANY BUDGET
2016
Operations 158,773
Insurance 24,000
Debt Service 180,428
TOTAL $363,201
2017
Operations 161,948
Insurance 24,000
Debt Service 180,428
TOTAL $366,376
2018
Operations 165,186
Insurance 24,000
Debt Service debt(and/or
firehouse building project) 180,428
TOTAL $369,614
(15)
May 7,2019
2019
Operations 168,489
Insurance 24,000
Debt Service (and/or
firehouse building project) 180,428
TOTAL $372,917
2020
Operations 171,858
Insurance 24,000
Debt Service (and/or
firehouse building project) 180,428
TOTAL $376,286
(16)
May 7,2019
EXHIBIT B
Town of Queensbury
Fire and EMS Purchasing Guidelines
This Purchasing Policy for the Volunteer Fire Companies and EMS Squads currently under contract
with the Town of Queensbury is intended to assure economical use of public funds, facilitate the
acquisition of goods and services of optimum quality at the lowest price and guard against
favoritism, extravagance, fraud and corruption.
Types of Purchases
There are two basic types of purchase contracts:
• Purchase Contracts — involve the acquisition of commodities, materials, supplies or
equipment
• Contracts for Public Work—generally involve services, labor or construction
Many times a contract may involve both types. As a general rule, if a contract is predominantly for
services and the acquisition of goods is incidental, then it will be considered a Contract for Public
Work.
Aggregate purchases over $1,000 for purchase contracts (those involving the acquisition of
commodities, materials, supplies or equipment) or over $1,000 for public works contracts (those
involving services, labor or construction) will require three (3) quotes. The contract will be
awarded to the lowest responsible bidder/quote (vendor submitting the lowest bid or price quote
that meets all product specifications). All related party (current officers, board members, members
in general) contracts (purchase and public works) would require approval of the majority of each
company's/squad's Board of Directors. All IRS guidelines will be followed for the issuance of
1099's for those vendors meeting IRS stipulations.
(17)
May 7,2019