4.03 4.3
2023 ORGANIZATIONAL\Queensbury Land Conservancy—Occ Tax—1-23-2023
RESOLUTION AUTHORIZING 2023 AGREEMENT BETWEEN TOWN OF
QUEENSBURY AND QUEENSBURY LAND CONSERVANCY, INC.
RESOLUTION NO. ,2023
INTRODUCED BY:
WHO MOVED FOR ITS ADOPTION
SECONDED BY:
WHEREAS, by Resolution No.: 484,2007, the Queensbury Town Board provided for the
Town's receipt of occupancy tax revenues from Warren County in accordance with the Local Tourism
Promotion and Convention Development Agreement(Agreement) entered into between the Town and
Warren County, and
WHEREAS, the Agreement provides that specific expenditure of the funds provided under the
Agreement are subject to further Resolution of the Town Board, and
WHEREAS, the Town Board wishes to provide funding to the Queensbury Land Conservancy
in an amount not to exceed $20,000 with occupancy tax revenues received from Warren County and
accordingly enter into a 2023 Agreement with the Queensbury Land Conservancy for the purpose of
helping to preserve open space in the Town, thereby helping to promote recreational opportunities in
the community, attracting many persons to the Queensbury area and providing an economic boon to
the community, and
WHEREAS, a proposed Agreement has been presented at this meeting,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes the 2023 Agreement
between the Town and the Queensbury Land Conservancy and authorizes and directs the Town
Supervisor to execute the Agreement in substantially the form presented at this meeting, with funding
for the Agreement not to exceed $20,000 and to be provided by occupancy tax revenues the Town
receives from Warren County,to be paid for from Account No.: 050-6410-4412, and
BE IT FURTHER,
RESOLVED that the Town Board authorizes and directs the Town Budget Officer to
take all actions necessary to amend the Town Budget and increase appropriations and revenues as
necessary as follows:
• Revenue Acct No. —050-0000-51113 Occupancy Tax Revenue $20,000;
• Expense Acct. No. —050-6410-4412 Use of Occupancy Tax $20,000; and
BE IT FURTHER,
RESOLVED, that such Agreement is expressly contingent upon the Town Budget Officer
confirming that the Town has unallocated occupancy tax funds available from Warren County.
Duly adopted this 23rd day of January, 2023,by the following vote:
AYES
NOES
ABSENT:
1 . Services/ Materials
The Contractor shall provide services and /or materials as more specifically
described in the attachment annexed hereto as Schedule "A" . lCortrrrrctor — Please attach a derailed
description of.services/ntaterials to Be provided, [ire casts and [ire period far perfornurnce of services or supply of
nra[eriaCs.f
2_ Contract Sum
A. For the Services performed and/or materials furnished under this
agreement the Contractor shall be paid the sum of $20,000. The Contractor shall not be entitled
to out-of-pocket expenses- Contractor shall not be entitled to partial payment for services
rendered or materials furnished at the end of end of each thirty (30) day period as work proceeds.
B . Payment of amounts owed by the Municipality by virtue of this contract
shall be as set forth above for all services to be performed and all out-of-pocket expenses
incurred by reason of this Agreement. There shall be no other amounts due and payable by the
Municipality regardless of costs or expenses of the Contractor except for additional services
requested by the Municipality which are beyond the Scope of Services and those services
customarily performed as a part thereof.
3 . Pam
A. In order to receive payment under this Contract, the Contractor shall
furnish_
i) a completed and gully executed Agreement;
ii) an invoice or other statement identifying and itemizing the services
rendered or materials furnished and charges for the same and if the
contract includes or requires payment for services at an hourly rate,
that rate shall be specified for each person charged for and
employed in the performance of the contract,
such other documents as are required by the standard billing
procedures of Municipality,
iv) a detailed description of how the funds will be used, as well as
statistical information describing how the Town's financial
investment impacted the program 4s success, including attendance
figures, demographics, etc.,
v) in the event that Contractor uses subcontractors or material
supplier in connection with the services and or materials furnished
under this agreement, the Contractor shall obtain from any
subcontractors or material suppliers the same documentation
required of herein above of Contractor and submit the same to the
Municipality to support Contractor's claim for payment,
vi) the Contractor shalt promote the Municipality in whatever media
in which they spend the Town' s contribution including, but not
limited to, the Town' s logo being incorporated into written
advertising materials, brochures, radio and/or television ads, etc.
B. Payment shall be made thirty (30) days from;
i) the furnishing of all materials and completion of required work, or
ii) receipt of all documentation required by this section, whichever
date is later.
4. Term
The initial term of this Agreement shall commence upon execution of this
agreement and terminate when the services have been completed or the material furnished as
provided for in Schedule "A" or December 31 , 2023, whichever date is sooner. Can December
3 1 , 2023 , in the event that there are any services or materials to be provided under this agreement
that the contractor has not provided, all work and services shall immediately cease unless
continuation after December 31 , 2023 as specifically authorized. by Resolution of the Governing
Board of Municipality.
This Agreement may be terminated at any time upon mutual written consent of
the Municipality and Contractor.
The Municipality may terminate this Agreement immediately upon written notice
of termination to the Contractor, if the Contractor fails to comply with the terms and conditions
of this Agreement and/or any laws, rules, regulations, policies or procedures affecting this
Agreement.
Written notice of termination, where required, shall be sent by personal
messenger service or by certified mail, return receipt requested. The termination shall be
effective in accordance with the terms of the notice. Upon receipt of the notice of termination,
the Contractor agrees to cancel, prior to the effective date of any prospective termination, as
many outstanding obligations as possible, and agrees not to incur any new obligations at the
receipt of the notice without approval by the Municipality. In no event shall the Municipality be
liable for expenses or obligations arising from programs or Other expenditures made pursuant to
the terms of this Agreement after the termination date.
5 . Reports to be Filed Concerning Funds and Expenditures
At the end of the contract term or at the end of each calendar year, whichever
occurs first, the Contractor shall file with the Municipality a report which shall include:
i) the number of persons served by the services or materials provided
by Contractor pursuant to this agreement,
ii) an outline of plans for continuing the activity or project, and
iii) any and all other reasonable information that the Municipality may
deem necessary by further Resolution adopted by the Board-
b. Records/Audits
The Contractor shall establish and maintain complete and accurate books, records,
documents, accounts and other evidence directly pertinent to performance under this Agreement
(herein collectively "the Records") in accordance with the following. requirements:
i) the Records must be kept for the balance of the calendar year in
which they were made and for six (6) additional years thereafter,
and
ii) the Municipality Chief Executive Officer, the Chairman of the
Warren County Board of Supervisors, the Tourism Committee of
the Warren County Board of Supervisors, the Warren County
Administrator of Fiscal Services, the County and Municipality
Attorney, or any other person or entity authorized to conduct an
examination, as well as the Municipality governing board and the
Warren County Board of Supervisors, shall have access to the
Records during normal business hours at an office of the
Contractor, or, if no such office is available, at a mutually
agreeable and reasonable venue within the Municipality, for the
term specified above for the purposes of inspection, auditing and
copying. The Municipality shall take reasonable steps to protect
from public disclosure any of the records which are exempt from
disclosure under §87 of the Public Officers Law (the "Statute")
provided that;
a) the Contractor shall timely inform an appropriate
Municipality official, in writing, that said records
should not be disclosed.; and
b) said records shall be sufficiently identified and
designation of said records as exempt under the
statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the
Municipality' s or County of Warren' s right to
discovery in any pending or future litigation.
7. Indemnification
The Contractor shalt defend, indemnify and hold harmless the Municipality and
its officers and employees from claims, notices of claims, suits, actions, damages and costs of
every kind and nature, including but not limited to reasonable attorney' s fees, arising out of
activities funded or otherwise carried out pursuant to the terms of this Agreement.
8 . Nature of Agreeinentllndependent Contractor
This Agreement is a funding agreement. This Agreement is not intended to
create, nor shall it be construed as creating, a joint venture or partnership. The Contractor is an
independent contractor and may neither hold itself out nor claim to be an officer, employee or
subdivision of the Municipality, nor make any claim, demand or application to or for any right,
based on any different status.
9. Discrimination Prohibited
The services to be furnished and rendered under this Agreement by the Contractor
shall be available to any and all residents of Warren County without regard to race, color, creed,
sex, religion, national or ethical origin, handicap or source of payment, and under no
circumstances shall a resident's financial ability to pay for the services be provided be
considered, unless such consideration is allowed by State and/or Federal law, rule or regulation.
10. Non-Discrimination and Employment
The Contractor shall not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, age, disability or marital status.
Further, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed,
color, disability, sex or national origin (i) discriminate in the hiring against any citizen who is
qualified and available to perform work; or (H) discriminate against or intimidate any employee
hired for the performance of work funded by this Agreement.
11 . No Partisan Political Activity
Funds provided pursuant to this Agreement shall not be used for any partisan
political activity, or for activities that may influence legislation or the election or defeat of any
candidate for public office.
12_ Non-Assigrmient/No Sub-Recipients
This Agreement may not be assigned by the Contractor or its right, title or interest
therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous
consent, in writing, of the Municipality, and any attempts to assign the contract without the
Municipality' s written consent are null and void, except that contracts entered in to by the
Contractor with third parties for commodities and/or services that are part of the services to be
performed as identified in Schedule "A" attached hereto shall not be deemed prohibited by this
clause.
13 . Workers' Com ensation/Disabilit
This Agreement shall be void and of no effect unless throughout the life of the
Agreement, the Contractor shall secure compensation insurance and disability insurance for the
benefit of such employees engaged under this Agreement as are by law required to be insured by
provisions of the Workers' Compensation Law and New York State Disability Law. Proof of
compensation and disability insurance shall be in the form(s) approved by the Workers '
Compensation Board.
14. Set-Off Rights
The Municipality shall have all of its common law, equitable and statutory rights
of set-off. These rights shall include, but not be limited to, the Municipality' s option to withhold
for the purposes of set-off any monies due the Contractor under this Agreement up to the
amounts due and owing to the Contractor with regard to this Agreement, any other Agreement
with any Municipality department or agency, including any contract for a term commencing
prior to the term of this Agreement, plus any amounts due and owing to the Municipality for any
other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary
penalties relative thereto.
15 . Executory Clause
The Municipality shall have no liability under this Agreement to the Contractor or
to anyone else beyond the funds appropriated and available for this Agreement.
16. International Boycott
In accordance with §220-f of the Labor Law, if this contract exceeds $5,000, the
Contractor agrees, as a material condition of the contract, that neither the Contractor nor any
substantially owned or affiliated person, firm, partnership or corporation, has participated, is
participating, or shall participate in an International boycott in violation of the federal Export
Administration Act of 1979, or regulations thereunder. If such Contractor, or any of the
aforesaid affiliates of Contractor, is convicted, or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce Department or any other
appropriate agency of the United States subsequent to the Agreement's execution, such contract,
amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so
notify the Municipality Manager within five (5) business days of such conviction, determination
or disposition of appeal.
17. Compliance with Law
The Contractor warrants, covenants and represents that:
i) it is aware of and familiar with the provisions of General
Municipal Law §801 , 803 and 805-A, and of the Code of Ethics of
Warren Municipality,
ii) at no time during the term of this Agreement shall it knowingly
permit or allow performance of its services for the Contractor
under this Agreement to involve any violation of said statutory
provisions or of the Code of Ethics, and
iH it shall fully comply with all other general and special laws and
regulations of the State of New York, as well as with all local laws
and resolutions of the Municipality, applicable to the services to be
performed by the Contractor under this Agreement.
l8 . Disputes
Disputes involving this Agreement, including the breach or alleged breach
thereof, may not be submitted to binding arbitration, but must, instead, be heard in a court of
competent jurisdiction within the State of New York.
19 . Amendment
This agreement may not be amended, modified or renewed except
by written agreement signed by the Municipality and the Contractor.
20. Severability
If any term or provision of this agreement or the application thereof to any person
or circumstance shall to any extent be held invalid or unenforceable, the remainder of this
agreement or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby and every other
term and provision of this agreement shall be valid and be enforced to the fullest extent permitted.
by law.
21 . Entire Agreement
This agreement is the entire agreement between the parties and it shall be
construed in accordance with the laws of the State of New York_
Approved as to form : TOWN OF QUEENSBURY
By:
Esq. John F. Strough, III, Town Supervisor
Town Counsel
Date:
QUEENSBURY LAND CONSERVANCY
By:
Sandra Allen, President
,Date:
STATE OF NEW YORK }
} ss. :
COUNTY OF 'WARREN y
On the day of January in the year 2023 , before me, the undersigned, a Notary Public in and for said
state, personally appeared JOHN F. STROUGH, [ [I ,personally [mown to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or person upon behalf of which the individual acted, executed the instrument.
Notary Public
STATE OF NEW YORK )
COUNTY OF WARREN }
On the day of in the year 2023, before me, the undersigned, a Notary Public in and for
said state, personally appeared SANDRA ALLEN personally known to me or proved to Inc on the basis
of satisfactory evidence to be the individual whose narne is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or person upon behalf of which the individual acted, executed the instrument.
Notary Public
SCHED UL.E A
Contractor to attach a detailed description of serviceslmaterials to be provided, the costs and
the period for performance ofservices or supply of materials.
A
12:14 PM Queensbury Land Conservancy, Inc.
09113122 Balance Sheet Prev Year Comparison
Accrual Basis As of August 31 , 2022
Aug 310 22 Aug 31. 21 3 Change
ASSETS
Current Assets
CheakinglSavings
1010 - Cash - Checking 2,494,41 2.762.30 (267.89)
1011 • Cash - Savings 16,379.06 9.591.35 6,787,71
1026 • GFN CO - 2976 10,287.64 10,268.83 16.81
1027 - GFN CD • 2977 10,287.64 10,268-83 18.81
1028 • GFN CD - 2978 15,431.47 15,403.26 28.21
1029 - GFN CD - 298g 56.365.88 55.332-72 1 ,03316
1030 • Petty Cash 67.87 67.87 0.00
1031 • GFNB CD � 3389 0.00 13,258.27 (13.250,27)
1036 • Pay Pal 122.53 97.52 26.01
Total CheckingiSsvings 111,436.50 117,050.95 (5,614.45)
Other Current Assets
1400 • Prepaid Rent 0.00 600.00 (600.00)
1410 - Prepaid Contracts 500.01) 500.00 0.00
Total Other Current Assets 500.00 1,100.00 (600.00)
Total Current Assets 111,936.50 � 118,150,95 v (6,214.45)
Fixed Assets
1500 - Land
1510 - Van Dusan Preserve 80,176.50 75,576.50 4,600.00
1520 • Clendon Brook Preserve 59.285.00 59,285.00 0.00
154b - LMS Big Bay Preserve 178,181,00 178.161 .00 0.00
1560 - Elks Property 93,194.45 93,194.45 0.00
1570 - Sullivan Property 233,099-22 233,099.22 0.00
1580 - Nicholson Preserve 146,606.30 0.00 146.606.30
Total 1600 - Land 790,642-47 639,336,17 151,206.30
1600 - Easements
1610 • Meath Easement 135,000.00, 135.000.00 0.00
1620 • Grant Easement 77,000.00 77.000.00 0.00
Total 1600 - Easements 212,000.00 212,000,00 0,00
Total Fixed Assets 1,002,542.47 851 ,336A7 151.206.30
TOTAL ASSETS _ 1,114,478.97 969,467.12 1440991.85
LIABILITIES & EQUITY
Equity
3000 - Net Assets
3100 • Unrestricted Net Assets 895,108,95 893,193.01 1 ,915.94
3110 • Designated Net Assets
3110A • Easement Defense 50,000,00 50,000.00 0,00
311 O.2 • Land Acquisitions 30,000,00 30.000.00 0.00
Total 3110 - Designated Net Assets 80.000,00 80.000.00 0.00
Total 3000 - Net Assets r 975,108.95 973,193,01 1,916.94
Not Income 139,370.02 (3.705-89) 143,075.91
Total Equity 1 ,114,478.97 969,457.12 144,991 ,85
TOTAL LIABILITIES & EQUITY _ 1,114,478.97 969,487.12 144,9911.85
All PropertiesiE asem a nts are valued at appraised values. Page 1
12:13 PM Queensbury Land Conservancy, Inc.
09113122 Profit & Loss Prev Year Comparison
Accrual Basis January through August 2022
w
Jan - Aug 22 Jan - Aug 21 $ Change
Ordinary income/Expense
Income
4100 - Contributions
4110 • Contributions - Cash 651 ,00 780.00 (129.00)
4120 - Contributions - Property 145.000,00 0.00 145,000.00
Total4100 - Contributions - 145.651 -00 780.00 144.871 .00
4200 - Contract Revenue
4210 • Town of Queensbury 10,000.00 10,000.00 0-00
Total 4200 - Contract Revenue 10,000.00 10,000.00 0.00
4800 • Investment Income
4810 - interest - Savings 3.54 1 -87 1 .67
4800 4 Investment Income - Other 582.37 658.38 (76.01)
Total 4800 • Investment Income 585.91 660,25 (74.34)
Total Income 156,236.91 1 1 ,440.25 1441796.66
Expense
6100 • Insurance 3.350.00 2,078.50 1 ,271 .50
6120 • Office Supplies 65.35 0.00 65-35
6200 • NYS Filing Fees 0,00 100.00 (100.00)
6250 • Property Taxes 300.36 158,21 142.15
6260 • Property Maintenance 82.39 21 .39 61 .00
6270 • Survey Costs 11669.30 393.40 1 .275.90
6300 • Telephone 0-00 54.44 (54-44)
6350 • Rent 4,800.00 4,800,00 0-00
6400 • Signage 983.00 0.00 983.00
6660 • Payroll Expenses
6561 • Wages - Admin Asst- 4,080.00 4,080.00 0-00
6562 • Payroll Taxes 425.91 396.65 2926
6563 • Payroll Processing Fees 1 ,142.95 1 .116.98 25.99
6664 • Payroll Taxes - DBL (20.40) (20.40) 0.00
6565 - Payroll Taxes - Pd Family Leave (20-91) (20.91) 0.00
Total 6660 4 Payroll Expenses 51607,55 5,552.30 55.25
6610 - Promotion 0.00 1 ,658.00 (1 .658.00)
8120 • Website 0-00 327 42 (327,42)
8135 • Paypal Fees 8.94 2.48 6,46
Total Expense 16,866.89 15, 146.14 1 ,720.76
Net Ordinary Income 139,370.02 (31705.89) 143,075.91
Net Income 139,370-02 (31705.89) 143,075-91
All Properties/Easements are valued at appraised values. Pagel