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2.09 2.9 AGREEMENTS\Bozony Kathleen—Environmental Matters—8-1-16 RESOLUTION AUTHORIZING INDEPENDENT CONTRACTOR AGREEMENT BETWEEN TOWN OF QUEENSBURY AND KATHLEEN BOZONY RESOLUTION NO. ,2016 INTRODUCED BY WHO MOVED FOR ITS ADOPTION SECONDED BY WHEREAS, the Queensbury Town Board seeks to employ an individual with broad experience in general environmental matters and related administrative functions, and WHEREAS, Kathleen Bozony has expertise necessary for the tasks envisioned by the Town Board, and WHEREAS, a proposed Independent Contractor Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the Independent Contractor Agreement between the Town and Kathleen Bozony providing for Ms. Bozony undertaking such tasks as may be directed by the Town Supervisor and the Town Board which may include, but shall not be limited to, preparing applications for supervising and administering various grants, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute such Agreement substantially in the form presented to this meeting, with such revisions as the Town 1 Supervisor and Town Counsel deem to be in the best interests of the Town, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor, Town Clerk, Town Budget Officer and Town Counsel to take such other and further actions as may be necessary to effectuate the intent of this Resolution. Duly adopted this I"day of August, 2016, by the following vote: AYES NOES ABSENT: 2 AGREEMENTS\Bozony Kathleen—Independent Contractor Agreement—August 2016 INDEPENDENT CONTRACTOR AGREEMENT BETWEEN TOWN OF QUEENSBURY AND KATHLEEN BOZONY THIS AGREEMENT, made effective as of August 1,.,2016by and between the TOWN OF QUEENSBURY (the "Town"), a municipality organized:'and exlshng pursuant to the laws of the State of New York with it principal offices located`at 742 Bay Road,_Queensbury, New York 12804, and KATHLEEN BOZONY, an individual with a mailing address of ,New York (`Bozony'"); W LTA ESS?ET H: WHEREAStte Town Board;.seeks to contract with an individual with broad experience in general environmental.;matters'and"related:administrative functions; and WI.IEREAS'Bozony ahs expertise necessary for the tasks envisioned by the Town Boatel >`; NOW;:_THEREFORE,in consideration of the mutual covenants hereinafter set forth, the parties agree as:`follows: 1. WORK_TO BE DONE — Bozony shall be engaged to undertake such tasks as requested by the Town Supervisor and the Town Board, which may include but shall not be limited to preparing applications for, supervising and administering various grants. The Town Board and the Town Supervisor shall give direction to Bozony's services rendered. 2. TERM; PAYMENTS — This Agreement shall commence on the date hereof and continue during calendar year 2016. It shall continue beyond 2016 on a year-to-year basis on the 1 same terms and conditions unless terminated or modified pursuant to this Agreement. The Town shall pay Bozony the amount of $35 per hour which shall be paid upon submission of appropriately detailed invoices and Town Board approval of payment; provided, however, that for services provided by Bozony in connection with any State, Federal or other grant award this rate shall be reduced so as to not exceed any applicable limitation imposed by the grant. 3. WORKING FACILITIES — The Town shall furnish;Bozony access to facilities, equipment and services as may be necessary for rendering,l er services pursuant to this Agreement. 4. EXTENT OF SERVICE — Bozonyshall be working:;for,;the Town as an independent contractor. 5. DAMAGES; INDEMNIFICATION:;>::;- ; Bozony shall be considered an independent contractor and not an employee or agent of'the:Town for any purposes whatsoever. Bozony shall be responsible for all damage,loss:or;injury to persons or property that may arise in or be incurred in connection with providing, services to the Town pursuant to this Agreement. Bozony agrees to indemnify;'and;;-hold harmless ;tlie Town its'officers, agents and employees from any liability arising from or'<in connection with the services to be provided under this Agreement. 6..:: »> INSURANCE:`:-'Bozony shall'provide the Town with a Certificate of Insurance naming'the Town as an_:'additional::insured on a primary and non-contributory basis, including a waiver:of.subrogation of behalf of the'<Town, in amounts and form acceptable to the Town. Such insurance Shill include: (a) General liability insurance for damages from personal injury and accidental death in an amount notless than$1,000,000 for each occurrence for injuries including wrongful death to any one person, and $1,000,000 aggregate general liability; and (b) Property damage insurance in an amount not less than $500,000 on account of all occurrences. 2 7. REPRESENTATIONS OF BOZONY — Bozony represents and warrants that she is experienced in and competent to provide the services to be provided pursuant to this Agreement. Bozony further represents that she has no employees and that any individuals with whom she may subcontract are independent contractors. 8. NO ASSIGNMENT — Bozony may not assign, transfer, convey, sublet or otherwise transfer this Agreement or its responsibilities hereunder.":without the prior written consent of the Town. 9. TERMINATION OF AGREEMENT -- Either patty, may terminate this Agreement with or without cause upon thirty (30) days"prior written notice to the other and, upon the exercise of this option, this Agreement shall automatically cease and iterminate at the expiration of the 30-day period. 10. REQUIRED PROVISIONS OF LAW =Each and every provision of law and clause required by law to be included inthis'Agreement shall?be deemed to have been included herein. If any such provision is not included through imistake or otherwise, then upon the application of either party;the Agreement shall=be amendedto'include such provision. 11. COMMENCEMENT OF WORK.— Bozony shall not commence work under this Agreement until she..has obtained :all required insurance and such insurance has been approved by theTown. %<;12. NOTICE$: Anyzand all notices and payments required hereunder shall be addressedas;follows, or to such other dress as may hereafter be designated in writing by either Ply: To Town: -n John F. Strough, Supervisor Queensbury Town Hall 742 Bay Road Queensbury,NY 12804 To Bozony: Kathleen Bozony [ADDRESS] 3 13. MODIFICATION OF AGREEMENT — This Agreement constitutes the complete understanding of the parties. No modification or amendment of any provision hereof shall be valid unless in writing and signed by both parties. 14. WAIVER — Any waiver by either party of any breach of this Agreement by the other party shall not constitute a waiver of any other or subsequent breach of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. TOWN OF QUEENSBURY • JOHN F;STROUGH, Supervisor `KATHLEEN:BOZONY • • 4