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3.12 3.12 AGREEMENTS\Adirondack Civic Center Coalition—Advertising Sign-OCCUPANCY TAX FUNDS—7-1-2024 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND ADIRONDACK CIVIC CENTER COALITION, INC. RESOLUTION NO.: 12024 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury has received a request for sponsorship and funding from the Adirondack Civic Center Coalition, Inc., whereby the Town would receive a sign for the 2023-2024 season inside the Cool Arena for all events, which would in part promote the Town of Queensbury, City of Glens Falls and their businesses and amenities at various events, such funds to be from Warren County occupancy tax revenues received by the Town, and WHEREAS, such events help attract a significant number of people to the Town of Queensbury, City of Glens Falls and the general community, thereby serving as an economic development tool for tourism in Queensbury and the surrounding area, 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 Queensbury Town Board, and WHEREAS, the Town Board wishes to provide funding to the Adirondack Civic Center Coalition, Inc., in the amount of$5,000 for sponsorship with occupancy tax revenues received from Warren County, and WHEREAS, a proposed Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED,that the Queensbury Town Board hereby approves the Agreement between the Town and the Adirondack Civic Center Coalition, Inc., and authorizes and directs the Town Supervisor to execute the Agreement substantially in the form presented at this meeting,with funding not to exceed$5,000 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 $5,000; • Expense Acct. No. —050-6410-4412 Use of Occupancy Tax $5,000; 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 7 h day of August, 2023,by the following vote: AYES NOES ABSENT: AGREEMENTS\Adirondack Civic Center Coalition — Occupancy Tax Funds —Advertising Sign - 2024 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 Adirondack Civic Center Coalition, Inc. with a principal place of business Iocated. at One Civic Center Plaza, 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 ofthe Laws of2003), 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 description of servfcesImarerials to be provlded, the costs and the perlodforperformance 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 $5,000. 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 ofthis 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: i) a completed and fully executed Agreement; an invoice or Bother 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 A n 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 trade 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 ofthe contract tern 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, 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: 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 frorn 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. 8. Nature of A reement/Inde ndent 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 ofpayment; 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, l i v 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. 126 Non-Assignment/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. 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 $oycott 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 shalt 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 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. 1 $. 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 Q►UEENSBURY By: EsgW JOHN F. STROUGH, I11, Town Supervisor Town Counsel Date: ADIRONDACK CIVIC CENTER COALITION, INC. By: NATHAN P. GOSLINE, Director of Corporate Sates Date: STATE OF NEW YORK } ss.. COUNTY OF WARREN ) On the day of July in the year 2024, before me, the undersigned, a Notary Public in and for said state, personally appeared JOHN F. STR.OUGH, 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 } 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 NATHAN P. GOSLTNE 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 behalfofwhich the individual acted, executed the instrument. Notary Public Contractor to attach a detailed description ofservices/materials to he provided, the costs and the period for performance of services or supply of materials. 2024-2025 Advertising Contract Adirondack Civic Center Coalition, Inc. One Civic Center Plaza Glens Falls, NY 12801 CWL - Nathan P. Gosline INSLIRING ,ARENA Director, Corporate Sales CELU 518-995-2845 ngosiine@echithunder.corn FAX: S18-480-3357 Firm Flame: Town of QueensbuEy Contract Date: March 23rd 2024 Contact: John Strough, Town Supervisor Email: gbysupervisorOgueensbury.net Address: 742 Bay Rd- Phone: 518-761-8229 City, State, Zip: Queensbury, NY 12804 Cell: Category: Type: Term: DfficlaI Sponsor of the Adirondack 2024-2025 Season Thunder (non-exclusive) Signage Town of Queensbury to receive (1) One 4' x 6' Backlit sign for the 2024-2025 season inside Cool Arena for ALL events. Town of Queensbury will provide Adirondack Thunder with the following: $50000 Cash: Cash due $5,000 due October 1st 2024, The advertising appearing during 2024-2025season will not infringe any common law or statutory copyright of privacy or any other right of any person, firm, or corporation; and that it will contain no matter that is libelous, scandalous or otherwise objectionable. we agree to Indemnify Adirondack Civic Center Coalition, inc. harmless from any claims against Adirondack Thunder arising from or relating to our advertisement. Adirondack Thunder has the right to cancel this agreement at any time (a) for default in the payment of any money due here under or (b) for breach of the terms of this agreement. This contract is firm and non-cancelable. Unless otherwise noted in this agreement, the sponsor will be responsible for all related ,production costs associated with signage, advertising and promotional programs and activities. Adirondack Thunder reserve the right to replace slgnage as necessary to maintain standard of presentatlon for sponsor. Sponsor will be notified when replacement of signage Is required. Production cost of replacement signage is the responsibility of the sponsor. Both parties agree to submit for final approvals all signage, advertising, promotional Items and materials or any other Items and materials using the Thunder na me or logos prior to production use. Page I of 2