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2.05 2.5 FIRE AND RESCUE\Fire Contracts—Bay Ridge,Qby Central,North Qby—202I-23 Agreements-Set 3 Sep Public Hearings-8-3-2020 RESOLUTION SETTING PUBLIC HEARINGS ON 2021 - 2023 FIRE PROTECTION SERVICE AGREEMENTS BETWEEN TOWN OF QUEENSBURY AND 1) BAY RIDGE VOLUNTEER FIRE CO., INC.; 2) NORTH QUEENSBURY VOLUNTEER FIRE CO., INC.; AND 3) QUEENSBURY CENTRAL VOLUNTEER FIRE CO., INC. RESOLUTION NO.: ,2020 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, fire protection services are provided to the Town of Queensbury by the Bay Ridge Volunteer Fire Co., Inc., North Queensbury Volunteer Fire Co., Inc., Queensbury Central Volunteer Fire Co., Inc., South Queensbury Volunteer Fire Co., Inc., and West Glens Falls Volunteer Fire Co., Inc., in accordance with agreements between each Fire Company and the Town, and WHEREAS, the Town's Agreements with Bay Ridge Volunteer Fire Co., Inc., North Queensbury Volunteer Fire Co., Inc. and Queensbury Central Volunteer Fire Co., Inc. (Companies) will expire as of December 31, 2020, and WHEREAS, the Town and the Companies have negotiated terms for a new three (3) year Agreement for fire protection services and accordingly, in accordance with Town Law §184, the Town Board wishes to set three (3) separate public hearings concerning proposed 2021 - 2023 Agreements for fire protection services, NOW,THEREFORE, BE IT RESOLVED, that the Queensbury Town Board shall conduct three (3) separate public hearings concerning the three (3) separate, proposed 2021 - 2023 fire protection services Agreements between the Town of Queensbury and the Bay Ridge Volunteer Fire Co., Inc., North Queensbury Volunteer Fire Co., Inc. and the Queensbury Central Volunteer Fire Co., Inc., on Monday, August 17`", 2020 at 7:00 p.m., and BE IT FURTHER, RESOLVED, that the Town Board hereby authorizes and directs the Queensbury Town Clerk to publish a Notice of Public Hearing in the Post-Star Newspaper once at least ten (10) days prior to the Public Hearing. Duly adopted this 3`d day of August, 2020, by the following vote: AYES NOES ABSENT: AGREEMENTS\Fire&Rescue\-Bay Ridge Fire—2021-2023 AGREEMENT THIS AGREEMENT, made as of the 1" day of January, 2021 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 BAY RIDGE 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 three (3)years through December 31, 2023, 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 suitable apparatus, appliances and equipment, hereafter referred to generally as equipment meeting applicable National Fire Protection Association (NFPA) standards (2) a 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 31 S` 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 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 (3) 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 vehicle funds. (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 reimbursing members for telephone calls, food and beverage, and other business expenses related to the Fire Company purposes. (4) (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 251h, 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 25t" 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 Town and the Certified Public Accountant. A copy of any management letter issued by the auditor shall also be provided. It is specifically (5) understood that the requirement for the Fire Company to provide a complete financial report of all revenues and expenditures is to conform 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 151h, 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, (1) an estimated budget for each respective year of the proposed, subsequent Agreement itemized to provide the information required by Town Law §184(1-a)(a); and (2) all documentation required by Town Law §184(1 Oa)(a). d) By March 31", 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. The receipt of this summary shall include a list of all members, including new members approved by the Fire Company since the last such list was provided, and shall constitute the required written notice of new members pursuant to Not-For-Profit Corporation Law §1402(c)(3). 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. (6) (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 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 Queensbury 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. $503,603 for year 2021; b. $513,675 for year 2022; C. $523,948 for year 2023. B. Pay the following sums: (1) 35%in first audit of 2021/2022/2023 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 3rd and 4`h 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 2021, 2022 and/or 2023, the Town is willing to negotiate this Agreement concerning the cost of such increase. 4. Term. This Agreement shall be for a period of three (3) years beginning January 1, 2021 and continuing through December 31, 2023. 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 (g) property, or make any improvements thereon with a value of$50,000 or more, without 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 (9) (2) any business where any member of the Fire Company or his/her family, 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 3 1"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) 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) 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 Assisnable. 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. (12) This Agreement may be executed simultaneously in two or more counterparts, each of 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 Writinst 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 1/121h of the Fire Company's previous year's budget. IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement as of the date first written above. (13) TOWN OF QUEENSBURY BAY RIDGE VOLUNTEER FIRE COMPANY, INC. BY: BY: JOHN F. STROUGH, III CHARLES T. MELLON, SR. TOWN SUPERVISOR PRESIDENT STATE OF NEW YORK) ss.. COUNTY OF WARREN) On this day of , in the year 2020 before me, the undersigned, a notary public in and for said state, 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 STATE OF NEW YORK) ss.. COUNTY OF WARREN) On this day of , in the year 2020 before me, the undersigned, a notary public in and for said state, personally appeared CHARLES T. MELLON, SR., 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) EXHIBIT A FIRE COMPANY BUDGET 2021 Maintenance, Operations, Insurance, $318,891 Capital Projects and Apparatus Replacement Debt Service $184,712 TOTAL $503,603 2022 Maintenance, Operations, Insurance, $325,268 Capital Projects and Apparatus Replacement Debt Service $188,407 TOTAL $513,675 2023 Maintenance, Operations, Insurance, $331,773 Capital Projects and Apparatus Replacement Debt Service $192,175 TOTAL $523,948 (15) 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 $2,500 for purchase contracts (those involving the acquisition of commodities, materials, supplies or equipment) or over $2,500 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. (16) AGREEMENTS\Fire&RescuMorth Qby Fire—2021—2023 AGREEMENT THIS AGREEMENT, made as of the 1st day of January, 2021 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 NORTH QUEENSBURY VOLUNTEER FIRE CO., 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 three(3)years through December 31, 2023, 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 (1) 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) 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 provide the Town with an inventory of dry hydrants within in its chartered area (including their locations) by August 31 S` of each year of this Agreement. In the course of its routine drills and training, the Fire Company will operate any dry hydrants located in the Fire Company's chartered area. If any such hydrant fails during operation the company will notify the Town. The Fire Company and the Town understand that the Fire Company is neither trained nor equipped to inspect or test dry hydrants beyond operations. 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 (3) because of the acceptance of orders or directions of the officer in charge of the incident or in fighting the fire or emergency or because of impassable roads or other conditions that make it unreasonable to transport firefighting 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 vehicle funds. (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 (4) members of the Fire Companies, except that these restrictions shall not prohibit 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 this 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`", 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 251" 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 (5) shall be entitled to receive a copy of the proposed Agreement between the 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 conform 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 151h, 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 15`h of the final year of this Agreement, (1) an estimated budget for each respective year of the proposed, subsequent Agreement itemized to provide the information required by Town Law §184(1-a)(a); and (2) all documentation required by Town Law §184(l Oa)(a). d) By March 31", 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. The receipt of this summary shall include a list of all members, including new members approved by the Fire Company since the last such list was provided, and shall constitute the required written notice of new members pursuant to Not-For-Profit Corporation Law §1402(c)(3). e) Prior to the expiration of the previous insurance policies, the Fire Company (6) 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 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 Queensbury 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. $347,000 for year 2021; (7) b. $347,000 for year 2022; C. $347,000 for year 2023. B. Pay the following sums: (1) 35%in first audit of 2021/2022/2023 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 4`" 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 2021, 2022 and/or 2023, the Town is willing to negotiate this Agreement concerning the cost of such increase. 4. Term. This Agreement shall be for a period of three (3) years beginning January 1, 2021 and continuing through December 31, 2023. The parties intend to open negotiations for a future agreement at least 45 days prior to expiration of this Agreement. (8) 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 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 to assure appropriate purchases. 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 (9) 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 parry")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, 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 (10) 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 3 1"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). 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 (11) 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. 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. (12) 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 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 1/121" of the Fire Company's previous (13) year's budget. IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement as of the date first written above. TOWN OF QUEENSBURY NORTH QUEENSBURY VOLUNTEER FIRE CO., INC. BY: BY: JOHN F. STROUGH, III TOWN SUPERVISOR PRESIDENT STATE OF NEW YORK) ss.: COUNTY OF WARREN) On this day of , in the year 2020 before me, the undersigned, a notary public in and for said state, 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 STATE OF NEW YORK) ss.. COUNTY OF WARREN) On this day of , in the year 2020 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) EXHIBIT A FIRE COMPANY BUDGET 2021 Maintenance, Operations, Insurance, $209,000 Capital Projects and Apparatus Replacement Debt Service $110,000 TOTAL $347,000 2022 Maintenance, Operations, Insurance, $209,000 Capital Projects and Apparatus Replacement Debt Service $110,000 TOTAL $347,000 2023 Maintenance, Operations, Insurance, $209,000 Capital Projects and Apparatus Replacement Debt Service $110,000 TOTAL $347,000 (15) 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 $2,500 for purchase contracts (those involving the acquisition of commodities, materials, supplies or equipment) or over $2,500 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. (16) 4 AGREEMENTS\Fire&Rescue\Qby Central Fire—2021-2023 AGREEMENT THIS AGREEMENT, made as of the I` day of January, 2021 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 QUEENSBURY CENTRAL 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 three(3)years or through December 31, 2023, 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 (1) 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 suitable apparatus, appliances and equipment, hereafter referred to generally as (2) 2 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 provide the Town with an inventory of dry hydrants within in its chartered area (including their locations) by August 31" of each year of this Agreement. In the course of its routine drills and training, the Fire Company will operate any dry hydrants located in the Fire Company's chartered area. If any such hydrant fails during operation the company will notify the Town. The Fire Company and the Town understand that the Fire Company is neither trained nor equipped to inspect or test dry hydrants beyond operations. 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) 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 vehicle funds. (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) 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 this 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 251h, 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 251h 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) 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 conform 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 15'h, 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 15`" of the final year of this Agreement, (1) an estimated budget for each respective year of the proposed, subsequent Agreement itemized to provide the information required by Town Law §184(1-a)(a); and (2) all documentation required by Town Law §184(1 Oa)(a). d) By March 31", 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. The receipt of this summary shall include a list of all members, including new members approved by the Fire Company since the last such list was provided, and shall constitute the required written notice of new members pursuant to Not-For-Profit Corporation Law §1402(c)(3). 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 (6) 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 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 Queensbury 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. $835,793 for year 2021; (7) b. $852,509 for year 2022; C. $869,559 for year 2023. B. Pay the following sums: (1) 3 5% in first audit of 2021/2022/2023 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 Yd and 41" 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 2021, 2022 and/or 2023, the Town is willing to negotiate this Agreement concerning the cost of such increase. C. Mow, at its expense, the northeast corner of the Fire Company property located on Lafayette Street. Such mowing shall occur at the same time as the Town mows its adjacent Hovey Pond property and shall be part of the consideration for this Agreement. The Fire Company grants the Town access to its property to meet the Town's mowing obligations. The parties acknowledge that such mowing, whether in the past or in the future, shall have been and continue to be with permission of the Fire Company and that (8) the Town cannot assert adverse possession of any Fire Company property adjacent to the Town's Hovey Pond property. 4. Term. This Agreement shall be for a period of three (3) years beginning January 1, 2021 and continuing through December 31, 2023. 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 purchase any piece of apparatus, equipment, vehicles, real property, or make any improvements thereon with a value of $50,000 or more, without 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 (9) 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, 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 (10) 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 31"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). 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. (11) 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. 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 (12) 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 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. (13) 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 1/121h of the Fire Company's previous year's budget. IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement as of the date first written above. TOWN OF QUEENSBURY QUEENSBURY CENTRAL VOLUNTEER FIRE COMPANY, INC. BY: BY: JOHN F. STROUGH, III TOWN SUPERVISOR PRESIDENT STATE OF NEW YORK) ss.. COUNTY OF WARREN) On this day of in the year 2020 before me, the undersigned, a notary public in and for said state, 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 (14) STATE OF NEW YORK) ss.. COUNTY OF WARREN) On this day of in the year 2020 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 (15) EXHIBIT A FIRE COMPANY BUDGET 2021 Maintenance, Operations, Insurance, $548,000 Capital Projects and Apparatus Replacement Debt Service $287,793 TOTAL $835,793 2022 Maintenance, Operations, Insurance, $564,716 Capital Projects and Apparatus Replacement Debt Service $287,793 TOTAL $852,509 2023 Maintenance, Operations, Insurance, $581,766 Capital Projects and Apparatus Replacement Debt Service $287,793 TOTAL $869,559 (16) 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 $2,500 for purchase contracts (those involving the acquisition of commodities, materials, supplies or equipment) or over $2,500 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)