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3.21 3.21 AGREEMENTS\Granicus—Shod Term Rental Monitoring for 2024-OCCUPANCY TAX FUNDS—12-4-2023 RESOLUTION AUTHORIZING 2024 AGREEMENT BETWEEN TOWN OF QUEENSBURY AND GRANICUS RESOLUTION NO.: 12023 INTRODUCED BY: WHO MOVED 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 entered into between the Town and Warren County, and WHEREAS, such 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 entered into an Agreement with Granicus for 2023 and the Town Board wishes to provide funding and enter into a one (1) year Agreement with Granicus for 2024 for an amount not to exceed $9,228.45 with occupancy tax revenues received from Warren County for Granicus' provision of services to the Town including the ongoing monitoring of 60+ Short Term Rental websites as generally set forth in Granicus Proposal dated 12 Dec 2023, as attached as Schedule A in the proposed Agreement presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the one (1) year 2024 Agreement between the Town and Granicus 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 $9,228.45 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 $9,228.45; • Expense Acct. No. —050-6410-4412 Use of Occupancy Tax $9,228.45; 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 18t'day of December, 2023,by the following vote: AYES NOES ABSENT: AGREEMEWTS\Granicus — Occupancy Tax — Short Term Rental Monitoring for 2024 — 12-18-2023 LOCAL TOURISM PROMOTION AND CONVENTION DEVELOPMENT AGREEMENT This Agreement is made as of the 11 day of January, 2024 by and between the Town of Queensbury, a municipal corporation with its principal place of business located at 742 Say Road, Queensbury, New York 12804 (hereinafter referred to as "Municipality") and Granicus, with a principal place of business and mailing address of 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 (hereinafter referred to as "Contractor"). WITNESSETH WHEREAS, the Municipality has received from Warren County certain funding derived from revenues received by the County as a result of the imposition of the Occupancy Tax authorized by act of the ,New York State Legislature (Chapter 422 of the Laws of 2003), hereinafter "Occupancy Tax Funds," and VaMREA.S, Municipality has agreed to expend the Occupancy Tax Funds for tourism promotion and tourist and convention development and, more specifically, to enhance the ,general economy of the Municipality through the promotion of tourist activities, conventions, trade shows, special events .and other directly related and supported activities for such purposes, and WHEREAS, the Contractor is (1) ready, willing and able to provide services and/or materials consistent with the terms upon which the Municipality must expend the funds and as more specifically described in the attachment annexed hereto as Schedule A and (2) possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to carry out the terms of this Agreement; NOW, THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the Municipality and the Contractor agree as follows: i . Services/ Materials The Contractor shall provide services and /or materials as more specifically described in the attachment annexed hereto as Schedule "A". [Contractor — Please attach a detailed description of servicesImaterlals to be provided, the costs and the period for performance of services or supply of materials.] 2. Contract Sum A. For the Services performed and/or materials furnished under this agreement (including ongoing monitoring of 60+ Short Term Rental websites), the Contractor shall be paid the sum of $9,228.45. 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 (3 0) 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. PgMent A. In order to receive payment under this Contract, the Contractor shall furnish: i) a completed and fully executed Agreement; an invoice or other statement identifying and itemizing the services rendered or materials furnished and charges for the same and if the contract includes or requires payment for services at an hourly rate, that rate shall be specified for each person charged for and employed in the performance of the contract, iii) such other documents as are required by the standard billing procedures of Municipality, v) in the event that Contractor uses subcontractors or material supplier in connection with the services and or materials famished 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. 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, 2024 whichever date is sooner. On December 31 , 2024, 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, 2024 is specifically authorized by Resolution of the Governing Board of Municipality. This .Agreement' may be terminated at any time upon mutual written consent of the Municipality and Contractor. Either Party may terminate this Agreement for cause upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within 30 days after the notifying Party provides written notice of the breach. 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. Renorts 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, an outline of plans for continuing the activity or project, and Ill) any and all other reasonable information that the Municipality ,may deem necessary by further Resolution adopted by the Board. 6. Records/Audits The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this Agreement (herein collectively "the Records") in accordance with the following requirements: 0 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 the Municipality Chief Executive Officer, the Chairman of the Warren County Board of Supervisors, the Tourism Con nittee of the Warren County Board of Supervisors, the Warren County Adrrrinistrator of Fiscal Services, the County and Murcipality Attorney, or any other person or entity authorized to conduct an examination, as well as the Municipality governing board and the Warren County Board of Supervisors, shall have access to the Records during normal business hours at an office of the Contractor, or, if no such office is available, at a mutually agreeable and reasonable venue within the Municipality, for the term specified above for the purposes of inspection, auditing and copying. The Municipality shall take reasonable -steps to protect from public disclosure any of the records which are exempt from disclosure under §87 of the Public Officers Law (the "Statute") provided that; a) the Contractor shall timely inform an appropriate Municipality official, in writing, that said records should not be disclosed; and b) said records shall be sufficiently identified and designation of said records as exempt under the statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the Municipality's or County of Warren's right to discovery in any pending or future litigation. 7. Indemnification The Contractor shall defend, indemnify and hold harmless the Municipality and its officers and employees from third-party 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 the negligence or willful misconduct of the Contractor carried out pursuant to the terms of this Agreement. 8. Nature of'.AgMementfindependent Contractor This Agreement is a funding agreement. This Agreement is not intended to create, nor shall it be construed as creating, a joint venture or partnership. The Contractor is an independent contractor and may neither hold itself out nor claim to be an officer, employee or subdivision of the Municipality, nor make any claim, demand or application to or for any right, based on any different status. 9. Discrimination Prohibited The services to be furnished and rendered under this Agreement by the Contractor shall be available to any and all residents of Warren County without regard to race, color, creed, sex, religion, national or ethical origin, handicap or source of payment; and under no circumstances shall a resident's financial ability to pay for the services be provided be considered, unless such consideration is allowed by State and/or Federal law, rule or regulation. 10. Non-Discrimination and Employment The Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Further, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin (i) discriminate in the hiring against any citizen who is qualified and available to perform work; or (ii) discriminate against or intimidate any employee hired for the performance of work funded by this Agreement. 11 , No Partisan Political Activity Funds provided pursuant to this Agreement shah 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. Nan-Assigp ent/No Sub-Recipients This Agreement may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the Municipality, and any attempts to assign the contract without the Municipality's written consent are null and void, except that contracts entered in to by the Contractor with third parties for commodities and/or services that are part of the services to be performed as identified in Schedule "A" attached hereto shall not be deemed prohibited by this clause. 13. Workers' CoMpensation/Disability This Agreement shall be void and of no effect unless throughout the life of the Agreement, the Contractor shall secure compensation insurance and disability insurance for the benefit of such employees engaged under this Agreement as are by law required to be insured by provisions of the Workers' Compensation Law and New York State Disability Law. Proof of compensation and disability insurance shall be in the form(s) approved by the Workers' Compensation Board, 14, Set-Off Rights The Municipality shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the Municipality's option to withhold for the purposes of set-off any monies due the Contractor under this Agreement up to the amounts due and owing to the Contractor with regard to this Agreement, any other Agreement with any Municipality department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Municipality for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. l 5. 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, at no time during the term of this Agreement shall it knowingly permit or allow performance of its services for the Contractor under this Agreement to involve any violation of said statutory provisions or of the Code of Ethics, and iii) it shall fully comply with all other general and special laws and regulations of the State of New York, as well as with all local laws and resolutions of the Municipality, applicable to the services to be performed by the Contractor under this Agreement. 18. Disputes Disputes involving this Agreement, including the breach or alleged breach thereof, may not be submitted to binding arbitration, but must, instead, be heard in a court of competent jurisdiction within the State of New 'York. 19. Amendment This agreement may not be amended, modified or renewed except by written agreement signed by the Municipality and the Contractor. 20. Severability If any term or provision of this agreement or the application thereof to any person or circumstance shall to any extent be head 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 Aereement 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 farm: TOWN OF QUEENSBURY Bye JOHN Fe STROUGH, IIi, Town Supervisor Town Counsel Date: GRANICUS Sy: KESTER SONSU Account Executive, gov Service Host Compliance Date: STATE OF NEW YORK ) ss.: COUNTY OF WARREN ) On the day of December in the year 2023, 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 person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) ss.: COUNTY OF WARREN ) On the day of in the year 202_, before me, the undersigned, a Notary Public in and for said state, personally appeared KESTER BONSU 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/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 SC'HED►ULE A Contractor to attach a detailed description of services/materials to be provided, the costs and the period for performance of services or supply of materials, GRAN ICU S SGHEDUCE AI THIS IS NOT AN INVOICE Girder Farm Prepared for Queensbury, NY Granicus Proposal for Queensbury, NY ORDER DETAILS Prepared By: Madelyn Bedard Phone: Email: modelyn.bedard0granicus.com Order #: Q-314741 Prepared On: 12 Dec 2023 Expires On: 31 Dec 2023 ORDER TERMS Currency: USE) Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 31 Dec,2023 Initial Order Term End Date: 31 Dec 2026 Period of Performance: 01 Jan 2024 - 31 Dec 2024 Order #: Q-314741 Prepared: 12 Dec 2023 Page 1 of d GRAN ICU s Order Form Queensbury, NY PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Address identification Annual 1 E%ach j7,890,75 24f7 Hsitline Artnua! 1 ECctl1 ,411 .2C1 f2enta! Activlty'Manitarng Annual 1 EacYti 5,071 .50 one-Time Credit Once . 1 Each -$5,14s.Dv Order #; 0-314741 Prepared; 12 Dec 2023 Page 2 of 6 GRAN i c U s Order Form Queensbury, NY FUTURE YEAR PRICING Address Identification $8.285:29 �8.699.Ss 24/7. Hot ine $L481 .76 $r1 .555 85 Rent9l Activ'ity Monitoring $5,325.Os $64591. 33 Order #: Q 314741 Prepared: 12 Dec 2023 Page 3 of 6 GRAN ICU S Order Form Queensbury, NY PRODUCT DESCRIPTIONS Address Identification Ongoing monitoring of 60+ Short Terra Rental websites including major platforms Airbnb. VRBO, HomeAway. Sooking.com, HpKey, 1& Expedia. Our machine learning will dedupEicate all known Ustings into unique i, ental Units, where our ident1h a#ion team will provide owner contact information for further enforcement. This product Includes:- Ongoing monitoring of all listings In your Jurisdiction Updating listing activity and details every 3-5 days _'Screenshof;activity of every listing - Dedupl�cation cif listings int© unique Rental Units - Activity ttcishboard and reap to monifor trends and breakdown of corholance 24/7 Hotline 24/7 web and phone.hotline for your community to report.short term rental complaints such as Parking trash, noise disturbances; and Illegal short term rentals This product include:-, Mcibile-enabled online web form for citizens to submit tips or complaints {text; rodeos, and photos] 24/7-call center for ditizens to contact land report complains verbally _. Recrardings for 6!I call center cc>mplainfs - - Email notifications xo your Ceram when_ compCcaints are logged - A ufornatic ciutbeiur3ci TVIZ cabs and SIv�T rrressages #o permit emergency can tacts .notifying .them of the complaint SMS .support fan emergency carxtacfs to mark a complaint ads ocknow[edged or resolved with the ability to send resolution notes Hotline bashboard for tracking complain# irralurrties, trends; and categories - i4bilify to upload Notes/Comments to each'corxiplaint Rental Activity Monitoring Ongoing monitoring of Short Term Rental listings for signs of rental activity :including historical revenue estimates & occupancy. Coupied vAth our Tax Collection product, .users con also compare historical revenue estimates to actual reported revenue to Identify those that may be underreporting and underpaying sales tax (i.e. TOT). Order #: Q314741 Prepared: 12 Dec 2023 Page 4 of d C3 R A N I C U S Order Form Queensbury, NY TERMS & CONDITIONS • This quote, and ,all products and services delivered hereunder are governed by the terms located at r�s:/lamnicus,camlJesaal/�censina. Including any product-specific terms included therein (the "License Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. If submitting a Purchase Order, please Include the following language: The pricing, terms and conditions of quote Q-314741 dated 12 Dec 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. This quote Is exclusive of applicable state, local, and federal taxes, which, It any, will be included in the invoice. It Is the responsibility of Queensbury, NY to provide applicable exemption certificate(s). • Any lapse In payment may result In suspension of service and will require the payment of a setup fee to reinstate the subscription, Order #: Q-314741 Prepared: 12 Dec 2023 Page 5 of a GRAN ICUS Carder Form Queensbury, NY BILLING INFORMATION Billing contact: Purchase Order { ] - No Re wired? - Yes Billing Address; POD Number. It POrequIred Billing Email: Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and condthons of quote Q-314741 dated 12 Dec 2023 are incorporated Into this Purchase Order by reference and shall take precedence over orny terms and conditions Included In this Purchase Carder. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. 5lgnafure: Name: Title: Dale: Carder #: Q-314741 Prepared: 12 Dec 2023 Page 6 of 6