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3.02 3.2 AGREEMENTSNorth Country Arts Center—Occupancy Tax—3-4-2024 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NORTH COUNTRY ARTS CENTER RESOLUTION NO. 12024 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 North Country Arts Center in the amount of $2,000 with occupancy tax revenues received from Warren County and accordingly enter into a 2024 Agreement with the North Country Arts Center for the promotion of artists exhibitions,performances and workshops to Town and area residents and visitors, and WHEREAS, a proposed Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the 2024 Agreement between the Town and the North Country Arts Center and authorizes and directs the Town Supervisor to execute the Agreement substantially in the form presented at this meeting, with funding not to exceed $2,000 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 $2,000; • Expense Acct. No. —050-6410-4412 Use of Occupancy Tax $2,000; and RESOLVED, that such Agreement is expressly contingent upon confirmation by the Town that unallocated occupancy tax funds are available from Warren County. Duly adopted this 4t'day of March, 2024,by the following vote: AYES NOES ABSENT: ANNUAL AGREEMENTSt20241North Country Arts Center LOCAL TOURISM PROMOTION AND CONVENTION DEVELOPMENT AGREEMENT This Agreement is made as of the I" day of January, 2024 by and between the Town of Queensbury, a municipal corporation with its principal place of business located at 742 Bay Road, Queensbury, New York 12804 (hereinafter referred to as "Municipality") and the North Country Arts Center (DBA) North Country Arts, with a principal place of business located at 71 Lawrence Street, Suite 120, Glens Falls, New York 12801 (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 WHEREAS, 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: 1 . 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 descrlptlon of servlceshnaterlals to he provided, the costs and the perlad for performance of services or supply of materials.] 2, Contract Sum A. For the Services performed and/or materials furnished under this agreement the Contractor shall be paid the sum of $2,000. 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, Payment A. In order to receive payment under this Contract, the Contractor shall furnish: 0 a completed and fully 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, iii) 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's 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 shall 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, 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. 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, 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. 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 ii) the Municipality Chief Executive Officer, the Chairman of the Warren County Board of Supervisors, the Tourism Comnnittee 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 ex,a inAtion, 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 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. $. Nature of Aereement/indenendent 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 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-Assig=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 caption 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 sQ 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 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. 186 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: JOHN F. STROUGH, III, Town Supervisor Town Counsel Date: NORTH COUNTRY ARTS CENTER (DBA) NORTH COUNTRY ARTS By: Jacquiline Touba, Ph.D., Treasurer of Board of Directors Date: STATE OF NEW YORK } ss.. COUNTY OF WARREN ) On the day of March, in the year 2424, before me, the undersigned, a Notary Public in and for said state, personally appeared JOHN F. STROUGH, HI 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 ) COUNTY OF WARREN } On the day of in the year 2024, before me, the undersigned, a Notary Public in and for said state, personally appeared JACQUIL.INE TOUSA, Ph.D. 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 .SCHEDULE A Contractor to attach a detailed description of serviceshnaterials to be provided, the casts and the period far performarsce of services or supply of materials. .Sc H UtDube A i 2024 (Enter year of rrequest .above, required) REQUEST FOR TOWN OF QUEENSBURY OCCUPANCY TAX or COMMUNITY FUNDS Nqt�t: tlompWtWo of the apocgoort does not gu&mntee ncaVw%W tax distribution or funding. OCCJJPANCY TAX: Allocation must be in accord with Warren County's Local. Laver No. of 2003 and amended by Loran Law No. 10 of 2006, which states, in part; under Section 16. Disposition of Revenues. ",. allocated only for tourism promotion and tourist and convention devetoprnent...to enhance the general economy of the County of Warren,, and its city, towns and villages through the promotion of tourist activities, conventions, trade shows, special events and other directly-related and supported activities." See also. Schedule A SPENDING GUIDELINES The money allocated will brtng about an opportunity that will;- ' : Bring about an increase in visitations to QQueensbury, which might not have occurned .otherwise. 2. Enhance the visitors" experience in a way that will helps assure. a. ,An increase in the likelihood of return visits. b. Will have a cumulative effect of producing other visitations'. Incidental Justification: The enhanced ,experience will -offer benefits to our local. residents. COMMUNITY FUNDING: funding that would be related to the community and not necessarily related to tourism Please complete the following: 1 . Name of organization: 'North Country Arts Center AKA: North Country Arts 2. Organization's Address: Studio 120, 71 Lawrence St., Glens Falls, NY 12801 3. Contact names and information::lacyuiline Touba, Ph.D. Treasurer of the Board, istoubacwverizon.not, 1 -541 -380-1701 .(cell) h. 5184988909 4. .Describe your organization* Describe your organization: North .Country Arts is a -ton-profit cultural. organization established in 1971 to provide opportunities, encouragement and to promote artists in the North Country of New York. it is a. volunteer organization forai*tists, artisans, and pegple interested in the arts. It accomplishes this mission by providing exhibitions and sales of their work at three galleries, one act the City Nall of Glens Falls, newly at the Mezzanine Gallery in the Q,ueensbury Hotel and the other at the main gallery in the Shirt Factory; at exhibitions in other galleries in the region; and to provide opportunities to perform and to teach in workshops in the region. The organization has averaged 150 members over the years, with half coming from 1 2 the Town of Queensbury and surrounds. The organization promotes the artists exhibitions by advertising on Facebook, Instagram, its website, advertising in print media, with an annual rack card which is distributed, and postcards of exhibitions. See NCA wrebsite at www northcountrvarts.org 5. What is the amount you are requesting? $2000 6. Describe your event or community service (expand in #9): This years project is to create a video that can be used to market the North Country Arts Three Galleries, one in the Shirt Factory, one at the Queensbury Hotel, Which is new this year and one in the GF City Hatt. These galleries will have 18 General and Four Solo Exhibitions of artists work from the Town of Queensbury, Glens Falls and surrounds. To market the artists work in the galleries, North Country Arts want to produce a 2 minute video showing artists at in the galleries which would first be shown on numerous websites. NCA has been offered to first show the video on Lake George TV website free of cost and then additional places where the video can be shown such as the fottovwing websites: LARAC, the Collaborative, Lake George Chamber of Commerce, Town of Queensbury, NCA, ADGF, as well as WMHT AND VPT. It Witt be put on NCXs Facebook and Instagram pages. 7. Date(s) of the above:The Not•th Country would make the video in the spring when funds come avaitabEei and would be shown in summer and also during the rest of 2024. 8. Estimated number of persons served for this event: Estinated 1000's would see the video. 9. Describe how your event fulfills the following requirement: Your organization's request must be expended for promotion of the Tower of Queensbury, be it tourist activities, conventions, trade shows, special events and other directly related and supported activities. Promotion or promoting is defined as furthering the growth of, estabtishhment of, sates, and/or contributing to the growth, enlargement, or prosperity of and/or to forward or to encourage or to advance. As mentioned in Question 60 showing the video of art in the three NCA galleries would be promoting people to visit the area. The town of Queensbury will be shown as a sponsor of the video. When art is purchased in these gatleries it goes to artists who live and work in the area. Additionatly when people come to an exhibition, they also visit other things in the region like the outlet stores and restaurants, thus contributing to the overall economy of the region and the town. 10. Do you have empirical data that supports your request? Like number of nights generated and/or potential economic impact of the event? If so please describe: This is a new project so we only have empirical. data for how many people visited the NCA Gattery in the Shirt Factory which was 3500 for 2023. z 3 11 . Does your organization receive financial support (occupancy tax or otherwise) from the county or any other municipality? is so, please describe: North Country Arts receives financial support from the City of Glens Falls but for a different project than this one we are requesting from the Town of Queensbury. We are asking support from GF to support advertising in 518 magazine. 12. 'Specific to the funds ,you are requesting, please detail below how this money wilt be spent: 'Note 1: You will be reimbursed based on actual expenses crud bused on the receipts you submit. You wilt only receive than amount approved by the Town Board. *Note 2: if the occupancy tail comet unity funding you are: requesting wilt be spent on the purchase of promotion products, like media ads, coffee mugs, handouts, etc., those products most include the Town �j toga. TV or rodio advertising vvavuld have to include recognition of the Town of Queensbury. SEE TOWN LOGO: The Town of Queensbury would be recognized as the supporter of the video. The funds will be spent as follows. To pay for the creation of a 2 minute video by a recognized marketing business such as Advokate who has created marketing materials for both businesses and non-profits and governments. See the attached proposal from Advokate as to what would be entailed with the creation of the video. 13. if applicable, explain how you have used the town*s occupancy tax community funding distribution(s) in the past 5 years: in 2022, funding was received to partially fund the creation. of a North Country Arts Guide to send around the State to Chambers of Commerce, Tourism Bureaus, Art Galleries, Museums, Theaters, and Art Departments in Universities. . Since the cost of producing the Guide was double the Town grant, the additional private funds Praised were not su€ficient to mail the Guides. Therefore In 2023, the funding provided were used to create the lists of the above institutions in the Hudson Valley, Central New York, Capital Region, the Adirondacks, and Western Vermont and Massachusetts, buy the packaging, and mail the North Country Arts Guide to the lists compiled. Please attach your organization's budget to this worksheet. See Attached. Submit application and accompanying documents to Town of Queensbury Supervisor's Office, Attention to Victoria Eberlein, 742 Bay Road, Queensbury, NY 128G4 or email to VictoriaEOqueensbury net 3 North Country Arts Budget 2024 Town of Queensbury Expenses Creation of a 2 min. video tape. $2000 See Advokate proposal 3 NCA. members work with videographers with interviews 2.5 hrs of filming by .3 persons = 6.5 C $50 per hour $325 45min. of assisting storyboarding $108 Mapping out scenes x 3 = 2 :hr. 10min. @ $50 per hour Coordinating locations 1 .5 hr, x 1 person $ 75 Feedback 1 hr, x :3 @ $50 $150 TOTAL $2658 1 Income Member contributions $658 Request from Town of Queensbury $2000 TOTAL $2658 This proposat was prepared for. Jacquiline Touba vAth NorlhCountryARTS on February ? 2o24. Hi, Jacquitine! Thank you so much for reaching out to Advokate and allovAng us to prepare a proposal for you on this project. Please let us know if you have any questions. We are happy to help,. and look forward to hearing from you! ALL our very best. Kate & The Advokate Team Efate E. Austin CEO/Founder Advokate, LLC (518) 353-2121 kateoadvokate.net 333 Glen Street. Suite zox. Glens FaLts, NY 12803- YOUR PROPOSAL! Video Production Filming and production of 1 video that is appro)dmatety 2 minutes Long. lnctuded in this package: Half-hour frtming sessions in up to five locations within a 15-m!nute drive of Glens Falls • Voiceover talent • Two-person fslmingAeam • Shot on Phone 14 with ,professional lighting and audio equipment Music underlay sourcing and rights • Futly edited for flow (taking out ,ums, uhs), content, color correction, music underlay, titles, etc, • Video filmed horizontally for TV 2 rounds of edits • z video approx!matety 2 minutes long V IDEOGRAPHY vd,a,raphy Package $2.poo.oa select 'UMU'HY ADVOKATE � A,dvGkate empowers startups, small businesses, nonprofits, and artists •with the marketing toots they need to be successful. Our clients Increase their.sates, web traffic, event attendance, and ,public awareness with our help. Now York State Certified Women-Owned Business Services for Every Budget Connected to the Community Years of Experience and Track Record of Success & We're FUN! LET'S LEVEL UP ! We LOVE watching you soar: What else do you need help with? • Videography packages • SEO (Search Engine Optimization) • Content writing (great For btog posts or sates Sheets) • Graphic design, including business cards, brochures, banners, and more • Social media setup, training. and/or management PR services Contact ens today to get a quote on additional services! FINE PRINT! Deviation from the timeline on the client's behalf may have repercussions on our ability to complete the project on time. Additional revisions and failure to provide content, materials, or approval, of drafts may cause delays. • Should the project stall for more than three months due to the clients delaying approval or provision of content, we reserve the right to CALL for the work Advokate has completed up to that point, and there may be a rer-start fee and/or new project estimate. Deposits are non-refundabte, • Additional design and marketing work revisions, meetings, and tasks not outlined in this document may be added to this proposal at the rate of $too per hour. • please refer to the contract for further details.