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AGREEMENTS\MOA—Lake George Watershed Priority Action Plan—Village of LG—C I000532—6-3-19
RESOLUTION AUTHORIZING MEMORANDUM OF AGREEMENT
RELATING TO LAKE GEORGE WATERSHED PRIORITY ACTION
PLAN IMPLEMENTATION VILLAGE OF LAKE GEORGE #C1000532
RESOLUTION NO.: ,2019
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Town of Queensbury believes that the environmental health and overall
quality of life in the Lake George Watershed area is critical to the social and economic well being
for the Town of Queensbury, Warren County and the region in general and has partnered with
local municipalities (Parties), including the Village of Lake George (Village), in completing
certain water quality assessment and management activities for Lake George, and
WHEREAS, the Village has been awarded grant funds by the New York Department of
State for a Project referred to as the Lake George Watershed Management Priority Action Plan
Implementation—Village of Lake George—Grant#C1000532, and
WHEREAS, the Village intends to use the grant funds to reimburse the Village and the
Parties' actually paid Project costs, with the Parties to provide for and achieve matching funds or
qualified matching services, goods or equipment under the grant, and
WHEREAS, a proposed Memorandum of Agreement Relating to Lake George Watershed
Priority Action Plan Implementation Village of Lake George C1000532 between the Village, Town
and Parties providing for the acceptance of grant funds and payment of expenses is presented at this
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meeting,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes the Memorandum of
Agreement Relating to Lake George Watershed Priority Action Plan Implementation Village of
Lake George C1000532 between the Village, Town of Queensbury and other local municipalities
(Parties) providing for the acceptance of grant funds and payment of expenses in the interest of
advancing the important work of protecting the preservation of water quality of Lake George
substantially in the form presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
sign the MOA and further authorizes and directs the Town Supervisor, Town Counsel and/or Town
Budget Officer to take such other and further action necessary to effectuate the terms of this
Resolution.
Duly adopted this 3rd day of June, 2019, by the following vote:
AYES:
NOES:
ABSENT:
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MEMORANDUM OF AGREEMENT
RELATING TO
LAKE GEORGE WATERSHED PRIORITY ACTION PLAN
IMPLEMENTATION
VILLAGE OF LAKE GEORGE C1000532
THIS AGREEMENT, made as of , 2019 by and between the
following:
VILLAGE OF LAKE GEORGE, County of Warren, a municipal corporation
with offices located at 26 Old Post Road, Lake George, New York (the "Village"); and
the
COUNTY OF WARREN, a municipal corporation with offices located at 1340
State Route 9, Lake George, New York (the "County") for itself, and also for the Warren
County Planning Department (the "County Planning Department") with offices at the
County; and the
TOWN OF LAKE GEORGE, a municipal corporation with offices located at 20
Old Post Road, Lake George,New York (the "Town of Lake George"); and the
TOWN OF QUEENSBURY, a municipal corporation with offices located at 742
Bay Road, Queensbury, New York (the Town of Queensbury"); and the
TOWN OF BOLTON, a municipal corporation with offices located at 4949 Lake
Shore Drive, Bolton Landing,New York (the Town of Bolton"); and the
TOWN OF HAGUE, a municipal corporation with offices located at 9793
Graphite Mountain Road, Hague,New York (the Town of Hague"); and the
LAKE GEORGE PARK COMMISSION, a New York State Agency with
offices located at 75 Fort George Road, Lake George, New York (the "LGPC"); and the
FUND FOR LAKE GEORGE, INC., a not for profit corporation with offices
located at 2199 U.S. Rt 9, Lake George,New York (the "FUND"); and the
LAKE GEORGE ASSOCIATION, INC., a not for profit corporation with
offices located at 2392 State Route 9N, Lake George, New York (the "LGA")
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WITNESSETH
WHEREAS, the Village, County, Town of Lake George, Town of Queensbury,
Town of Bolton, Town of Hague are authorized enter into agreements for the performance
of their respective functions on a cooperative or contract basis pursuant to Article 5-G of
the New York General Municipal Law; and
WHEREAS, the Village, County, Town of Lake George, Town of Queensbury,
Town of Bolton, Town of Hague, LGPC, FUND, and LGA have partnered in completing
certain water quality assessment and management activities for Lake George (the
"Project") by the Village applying for a grant and the parties completing the Project; and
WHEREAS, grant funds were awarded to the Village by the New York
Department of State for the costs related to the Project referred to as the Lake George
Watershed Management Priority Action Plan Implementation — Village of Lake George
C1000532 (the "Grant"), a copy of which is attached hereto as Exhibit A; and
WHEREAS, the Village and parties have performed activities and services and/or
engaged consultants and contractors to undertake the Project and made payments directly
to these entities; and
WHEREAS, the Village intends to use the grant funds received from New York
State Department of State to reimburse the Village and parties the parties' actually paid
Project costs incurred relative to the Project; and
WHEREAS, proof of such expenditures has been or will be provided to the
Village and ultimately to the Department of State; and
WHEREAS, entering into this Agreement has been approved by the respective
boards of the parties, including but not limited to the Board of Trustees of the Village,
Board of Supervisors of the County on behalf of the County, County Planning
Department and the District, the respective town boards of the Town of Lake George,
Town of Queensbury, Town of Bolton and Town of Hague, the commissioners on behalf
of the LGPC, and the respective boards of directors of the FUND and LGA;
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NOW, WHEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Acceptance of Grant. Pursuant to the Grant, the Village agrees to take
grant funds it receives and use them to reimburse the parties for actual costs incurred by
or on behalf of the Village as approved by the Village for contractual services provided
by the parties and/or contractors and consultants of the parties as approved by the Village
in the performance of Lake George watershed management priority action plan
implementation related to the Project and Grant in the total project cost amount of
$1,070,500, of which the State of New York by the New York State Department of State
will reimburse $535,250 based on matching services and funds of the parties totaling
$535,250, i.e., 50-S0.
2. Payment of Expenses. Commencing June 1, 2019 and through completion
of the Grant and Project, upon receipt of an invoice for support services rendered or
equipment or goods provided either on behalf of a party or a subcontractor, the party shall
submit same to the Village. No reimbursement by the Village shall be made for any
"match" as set forth on the attached Exhibit B. The Village shall then submit same to the
County Planning Department. The County Planning Department shall review same and
submit its approval or disapproval to the Village. The Village shall then review and
approve or disapprove of same, and if approved, issue payment to the party or
subcontractor as the case may be. The Village shall then submit proof of payment to the
County Planning Department, who shall then assemble a payment request for the Village
to submit to the New York State Department of State. The Village shall then review, and
if approved, submit same to the New York State Department of State for reimbursement
under the Grant. Upon receipt of reimbursement, the Village shall retain same for
reimbursement of the foregoing. The parties shall cooperate in gathering any information
and/or answering any questions needed to further and expedite payment and processing
as provided for above. Each copy of the invoice, purchase order or similar instrument
shall be accompanied by a certification executed by a duly authorized officer of the party
submitting same that the invoice is for procurement and acquisition of essential Project
equipment, goods and/or support services. It is expressly acknowledged that the Village
shall have no obligation and shall incur no cost or claim from any party unless same is
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reimbursed hereunder by the New York State Department of State under the Grant. In the
event any submission to the New York State Department of State is rejected for any
reason, same shall be repaid by the reimbursed party to the Village within 30 days
demand by the Village to said party.
3. Match. It is anticipated and expected that the County, Village and LGA
will provide for and achieve matching funds or qualified matching services, goods or
equipment under the Grant in the amounts set forth on the Proposed Work Plan Budget
attached Exhibit B. The parties may amend this Proposed Work Plan Budget by written
approval of the parties by amendment form attached hereto as Exhibit C.
4. Further Documentation. The parties expressly acknowledge that the
Village's ability to obtain reimbursement for Project costs under the Grant requires the
submission of full, complete and accurate detail for all reimbursement requests which
document that such party has taken all actions required for any match or reimbursement,
including but not limited to procurement and MWBE requirements as well as all other
grant requirements. As such, the parties agree to provide to the County Planning
Department and/or Village and, if necessary, the New York State Department of State any
and all documentation deemed necessary or required by the New York State Department
of State for reimbursement to the Village under the Grant, both before and after any
reimbursement from the Village or the New York State Department of State under the
Grant. The Village may withhold any reimbursement request for any information that it
has requested, but has not received, and may obtain repayment from any party who fails
to provide any further required and needed information.
5. Ownership of Equipment. In the course of the Project, the parties may
purchase and seek reimbursement for equipment, as approved under the Project and
Grant. Any such equipment shall be and remain in the possession of the party obtaining
same subject to the State of New York's ownership as provided for in the Grant. Such
party shall be responsible for any and all insurance covering such equipment against risk
of loss or damage.
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6. Term of Agreement. The agreement shall commence on the date first
written above and shall continue until all funds are expended and accounted for
hereunder. Notwithstanding the foregoing, the parties may terminate this Agreement by
unanimous agreement.
7. Independent Contractor Status. The officers and employees of the
parties, as well as any agent, contractor, subcontractor of the parties in accordance with
the status as an independent contractor, covenant and agree that they will conduct
themselves consistent with such status, that they will neither hold themselves out nor
claim to be an officer or an employee of the Village or any other party by reason hereof
and that they will not by reason hereof make any claim, demand or application to or for
any right or privilege applicable to an officer or employee of the Village or any other
party, including but not limited to Workers' Compensation coverage, unemployment
insurance benefits, Social Security or retirement membership or credit.
8. Indemnification, Defense and Hold Harmless. To the maximum extent as
may be permitted by New York State Law, the parties shall respectively defend,
indemnify and save harmless one another for all damages and costs arising out of any
claims, suits, actions or proceedings resulting from the negligent performance of work by
or on behalf of the indemnifying party or the failure by any indemnifying party to comply
with any obligation contained in this Agreement. Notwithstanding the foregoing, the
parties shall require agents, contractors, subcontractors of the party who perform Project
and Grant related services for or on behalf of the party to defend, indemnify and save
harmless all of the parties from all damages or costs arising out of any claims, suits,
actions or proceedings resulting from their negligent performance of work. Negligent
performance of service, within the meaning of this action shall include in addition to
negligence founded upon tort, negligence based upon the failure to meet professional
standards and resulting in obvious or patent errors in progression of the work.
9. Workers' Compensation Insurance/Disability Coverage. The parties shall
require any agent, contractor or subcontractor performing Project and Grant related
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services for that party to maintain and provide coverage under the Workers'
Compensation Law and the New York State Disability Law.
10. No Assignment, Transfer, Sublet Without Consent. No party may assign,
transfer, sublet or otherwise dispose of their respective rights or obligations under this
agreement or any part thereof or of its right, title or interest herein, or its power to
execute such agreement to any person, company or corporation without previous consent
in writing by all other parties hereto.
11. Village Right of Set Off. The Village shall have all of its common law,
equitable and statutory rights as set off. These rights shall include, but not limited to, the
Village's option to withhold for purposes of set off any monies due any party under this
contract up to the amounts due and owing the Village with regard to this agreement, any
other agreement with the Village, or any Village department or agency, including any
contract for a term commencing prior to the term of this contract.
12. Discrimination. In connection with the execution of this agreement the
parties or the parties respective contractors or subcontractors shall not discriminate
against any employee or applicant for employment because of race, religion, age, color,
sex or national origin. Each party shall ensure that it and any subcontractors retained by
it for the Project or Grant comply with all conditions, terms and requirements of all Grant
documents or requirements.
13. Legal Authorization Representative. The parties each represent that they
respectively have undertaken to do all things and obtain all authorizations necessary for
their respective representative to execute this agreement and carry out the terms thereof.
14. Miscellaneous. This is the entire agreement of the parties and cannot be
changed or modified except by mutual written agreement. If any part of this agreement
shall be held unenforceable, the rest of this agreement will nevertheless remain in full
force and effect. This agreement may be executed in any number of counterparts. Any
dispute under this agreement or related to this agreement shall be decided in accordance
with the Laws of the State of New York and shall be brought in a court of competent
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jurisdiction located in Warren County, New York. In the event one or more parties fail to
approve and sign this agreement, this agreement and the Project shall be deemed
amended by the parties to exclude such non-approving/non-signing party. IN THE
EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND
THE GRANT, THE TERMS OF THE GRANT SHALL CONTROL.
IN WITNESS WHEREOF, the parties have executed this agreement on the day
and year first written above.
THE NEXT PAGE IS THE SIGNATURE PAGE
THIS SPACE INTENTIONALLY LEFT BLANK
VILLAGE OF LAKE GEORGE
By:
Hon. Robert M. Blais, Mayor
COUNTY OF WARREN, for and on behalf of itself, and also for the Warren
County Planning Department
By:
Hon. Ron Conover, Chair, Board of Supervisors
TOWN OF LAKE GEORGE
By:
Hon. Dennis Dickinson, Supervisor
TOWN OF QUEENSBURY
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By:
Hon. John Strough, Supervisor
TOWN OF BOLTON
By:
Hon. Ron Conover, Supervisor
TOWN OF HAGUE
By:
Hon. Edna Frasier, Supervisor
LAKE GEORGE PARK COMMISSION
By:
David Wick, Executive Director
FUND FOR LAKE GEORGE, INC.
By:
Eric Siy, Executive Director
LAKE GEORGE ASSOCIATION, INC.
By:
C. Walter Lender, Executive Director
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