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AGREEMENTSTMR—Emergency Management Resources—RENEW-Consultant Paid Staffing Emergency Services—4-1-2024
RESOLUTION AUTHORIZING CONSULTING AGREEMENT WITH
EMERGENCY MANAGEMENT RESOURCES, LLC REGARDING
EMERGENCY MEDICAL SERVICES
RESOLUTION NO.: ,2024
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, by previous Resolution(s), the Queensbury Town Board authorized engagement
of Emergency Management Resources, LLC (EMR) for provision of billing and collection of
emergency services and the Town has been pleased with EMR's services, and
WHEREAS, EMR has provided the Town with a Consulting Agreement for consulting
services relating to the Town's emergency medical services including issues pertaining to EMS paid
staffing/pay for service, for an additional term through 2025, and
WHEREAS, the Town Board wishes to engage EMR for such consulting services,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes, directs and ratifies the
Consulting Agreement with Emergency Management Resources, LLC (EMR) for consulting
services relating to the Town's emergency medical services for an additional two (2) year term
commencing as of January 1, 2024 through December 31', 2025, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to
amend the 2024 and 2025 Town Budgets to transfer $10,000 from Unappropriated Undesignated
EMS Fund Balance 005-0000-0909-4981 to Consultant Account No.: 005-3410-4720-4981 for
2024 and 2025 and take all other actions necessary to effectuate payment, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute the Consulting Agreement in substantially the form presented at this meeting and/or any
other necessary documentation, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor
and/or Town Budget Officer to take any other actions necessary to effectuate the terms of this
Resolution.
Duly adopted this I" day of April, 2024 by the following vote:
AYES
NOES
ABSENT:
AGREEMENTS 1 Emergency Management Resources EMR — Renewal — April 1 2024
Consulting Agreement
This Consulting Services Agreement (the "Agreement" or "Consulting Agreement")
states the terms, subject matter, and conditions that govern the contractual agreement between
Emergency Management Resources LLC having its principal place of business at 17 Winifred
Drive Albany, New York 12205 (the "Consultant"), and Town ofQueensbury (the "Client") who
agrees to be bound by this Agreement.
WHEREAS, the Consultant offers consulting services in the field of Emergency Medical
Services,
WHEREAS, the Client desires to retain the services of the Consultant to render
consulting services with regard to scope of consulting services according to the terms and
conditions herein_
NOW, THEREFORE, In consideration of the mutual covenants and promises made by
the parties hereto, the Consultant and the Client (individually, each a "Party" and collectively,
the "Parties") covenant and agree as follows:
Terms and Effective Date
This Agreement shall begin on January 1 , 2024 and continue through Dec 31 , 2025. Either Party
may terminate this Agreement for any reason with 10 days written notice to the other Party.
Consulting Services
The Consultant agrees that it shall provide its expertise in Emergency Medical Services to the
Client for all things pertaining to the scope of consulting services (the "Consulting Services").
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Compensation
In consideration for the Consulting Services, the Client shall pay the Consultant at the rate of
$ 100 per hour. The Consultant shall invoice the Client once every quarter and such invoices
shall be due and payable within 30 days of the Client' s receipt of the invoice.
Intellectual Property Rights in Work Product
The Parties acknowledge and agree that the Client will hold all intellectual property rights in any
work product resulting from the Consulting Services including, but not limited to, copyright and
trademark rights. The Consultant agrees not to claim any such ownership in such work product's
intellectual property at any time prior to or after the completion and delivery of such work
product to the Client.
Confidentiality and Non-Disclosure Agreement
The Consultant shall not disclose to any third party any details regarding the Client's business,
including, without limitation any information regarding any of the Client's customer
information, business plans, pricing, or planned price points (the "Confidential Information"),
(ii) make copies of any Confidential Information or any content based on the concepts contained
within the Confidential Information for personal use or for distribution unless requested to do so
by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.
Non-Compete Agreement
During the term of this Agreement and for 12 months thereafter, the Consultant shall not engage,
directly or indirectly, as an employee, officer, manager, partner, manager, consultant, agent,
owner or in any other capacity, in any competition with the Client or any of its subsidiaries,
including any company engaged in this type of business.
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Non-Solicitation of Customers
During the term of this Agreement and for 12 months thereafter, the Consultant will not, directly
or indirectly, solicit or attempt to solicit any business from any of the Company's clients,
prospects, employees or contractors.
Non-Solicitation of Employees
During the term of this Agreement and for 12 months thereafter, the Consultant will not, directly
or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the
Company's employees, or contractors for work at another company.
Indemnification
The Client agrees to indemnify, defend, and protect the Consultant from and against all lawsuits
and costs of every kind pertaining to the Client's business including reasonable legal fees due to
any act or failure to act by the Client based upon the Consulting. Services.
No Modification Unless in Writing
No modification or warranties in relation to this Agreement shall be valid unless in writing and
agreed upon by both Parties.
Applicable Law
This Consulting Agreement and the interpretation of its terms shall be governed by and
construed in accordance with the laws of the State of New York and subject to the exclusive
jurisdiction of the federal and state courts located in Warren County, New York.
IN WITNESS WHEREOF, by execution by the parties below, this Service-Level
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Agreement will form a part of the Contract.
Emergency Management Resources LLC
Po Box 787
Latham NY 12110
Owner Date
Town of Queensbury
742 Bay Road
Queensbury NY 12804
Jahn F. Strough, III
Town Supervisor hate
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