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2.04 2.4 AGREEMENTS\WARREN COUNTY—Shared Services—8-19-19 RESOLUTION AUTHORIZING SHARED SERVICES AGREEMENT BETWEEN WARREN COUNTY AND TOWN OF QUEENSBURY RESOLUTION NO. ,2019 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury and Warren County wish to share services, materials and equipment in accordance with New York State General Municipal Law Section 99-r in order to promote and assist the maintenance of local government facilities, services and infrastructure to provide costs savings by maximizing the effective use of municipal resources, and WHEREAS, Warren County has presented the Town Board with a proposed Shared Services Agreement and a copy of such Agreement is presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes the Shared Services Agreement Between Warren County and Town of Queensbury and authorizes and directs the Town Supervisor to execute such Agreement substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, the Town Board further authorizes and directs the Town Supervisor to take such other and further action as may be necessary to effectuate the terms of this Resolution. Duly adopted this 19th day of August, 2019,by the following vote: AYES : NOES : ABSENT: 2 SHARED SERVICES AGREEMENT Between WARREN COUNTY and TOWN OF QUEENSBURY THIS AGREEMENT, dated , 2019, is made by and between Warren County and the Town of Queensbury WHEREAS,pursuant to Section 99-r of the General Municipal Law, Warren County and the Town of Queensbury wish to share services, materials, and equipment; and WHEREAS, the sharing of such services, materials, and equipment shall promote and assist the maintenance of local government facilities, services, and infrastructure, and shall provide cost savings by maximizing the effective use of municipal resources. NOW THEREFORE, in consideration of the mutual promises made by each of the parties herein, Warren County and the Town of Queensbury agree as follows: 1. Shared Services Arrangements The County and the Town of Queensbury mutually agree to share services and to exchange, borrow, or lend materials, machinery, or equipment. "Shared Services Arrangements" shall mean any services, materials, and/or equipment provided by one party (the "Provider") to another party (the "Recipient"). 2. Scope of Agreement The parties agree to make every effort to participate in Shared Services Arrangements absent a priority need for the same services, equipment, and/or materials within their own jurisdictions. However, this agreement does not impose any obligation on the County or the Town of Queensbury to make any requests for shared services or to participate in any particular Shared Services Arrangement. In addition, this agreement shall not preclude the parties from entering into other agreements regarding specific Shared Services Arrangements where a separate agreement is desired due to the nature of such arrangements, and in such instances the more specific agreement shall control over the provisions herein. 3. Shared Services Requests Shared Services Arrangements shall be commenced by a written request sent by the Recipient to the Provider, which shall state the nature and details of the desired shared services, as well as the Recipient's proposed cost/value, which shall not exceed $10,000. The request shall also indicate whether the value of such shared services is to be returned to the Provider in the form of services of equal value or by the remission of payment. If the Provider agrees to provide the requested shared services, prior to commencing the Shared Services Arrangement the Provider shall submit an invoice to the Recipient, which shall state the nature and details of the Shared Services Arrangement, including the actual cost/value, which shall not exceed $10,000, as well as any details regarding the manner in which the Recipient has agreed to return the value of such shared services. 4. Records and Accounting The parties shall maintain records of all Shared Services Arrangements and shall perform an accounting of the such records every six months, at which time any outstanding balances shall be reconciled by the exchange of services of equal value, the remission of payment, or in the event of an ongoing agreement, by rolling over such balance into the next accounting period. The parties further agree to provide copies of such shared services records within 30 days upon the request of any other party. 5. Employees The Provider's employees shall remain under the full supervision and control of the Provider. The Recipient shall make no request of the Provider's employees that would be inconsistent with any local, state, or federal law, or with any labor agreements between the employee and the Provider. Each party shall remain fully responsible for its own employees for all matters, including but not limited to salaries, insurance, benefits, and workers compensation. 6. Repairs and Maintenance The Provider shall be responsible for the repair and maintenance of shared equipment or machinery which is necessary as a result of ordinary wear and tear. In the event that shared equipment or machinery is damaged or otherwise becomes in need of repair due to the Recipient's negligence, recklessness, or faulty use of such equipment, the Recipient shall be responsible for such repairs. An Equipment Inspection Checklist is attached hereto as Schedule A and shall be completed as part of any Shared Services Arrangement involving the loan or rental or equipment or machinery. 7. Insurance The parties shall each carry general liability insurance in the amount of at least $1,000,000 per occurrence and $2,000,000 aggregate, as well as an umbrella policy of at least $2,000,000 and workers' compensation, disability insurance, automobile liability, and professional liability insurance. The parties further agree to provide copies of such insurance policies within 10 days upon the request of any other party. In the event that any of the parties fails to obtain such insurance, it shall be considered a material breach of this contract and may result in liability for claims arising from Shared Services Arrangements, and the failure of any party to request proof of insurance from such non-compliant party shall not constitute a waiver of any rights under this contract or under any other local, state, or federal law. 8. Indemnification The Town of Queensbury shall indemnify, defend, and hold harmless the County from and against any claim, liability, loss, or damage, including reasonable attorney's fees, arising by reason of the death or bodily injury of persons, injury to property, or other loss or damage resulting or arising, without limitation, from the Town of Queensbury's acts or omissions under this agreement. 9. Term The term of this agreement shall be for five years, from , 2019 to , 2024. The parties will endeavor to provide no less than 30 days notice of their intent to extend this agreement. Any party may revoke their participation in this agreement upon 60 days notice, provided that any outstanding balance must be satisfied within 30 days of the date of such revocation. 10. Notice Any notice given in connection with this agreement shall be given in writing and shall be delivered by hand, by mail, or by overnight delivery to the parties' addresses as listed below: County Attorney, Warren County, 1340 State Route 9, Lake George NY 12845 Town of Queensbury, 742 Bay Rd., Queensbury NY 12804 11. Miscellaneous This is the entire agreement of the parties and it may not be changed, modified, or assigned except by mutual written agreement of each of the parties hereto. If any part of this agreement shall be held unenforceable, the rest of this agreement will nevertheless remain in full force and effect. This agreement may be executed in any number of counterparts. This agreement may not be assigned, in whole or in part, by the any party hereto without prior approval by each of the other parties. Any dispute under this agreement or related to this agreement shall be decided in accordance with the laws of the State of New York. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officer of the respective parties. Approved as to Form: COUNTY OF WARREN By: Asst. County Attorney Ronald Conover, Chairman of the Board Date: Approved as to Form: TOWN OF QUEENSBURY By: John F. Strough, Supervisor Town Counsel Date: AGREEMENTS\Warren County-Shared Services Agreement-August 19 2019