4.04 4.4
AGREEMENTSTMR—Emergency Management Resources—Consultant for Paid Staffing Emergency Services—11-21-2022
RESOLUTION AUTHORIZING CONSULTING AGREEMENT WITH
EMERGENCY MANAGEMENT RESOURCES, LLC FOR CONSULTING
SERVICES RELATING TO TOWN EMERGENCY MEDICAL SERVICES
RESOLUTION NO.: ,2022
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 a two (2)year term commencing as of January 1, 2022, 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 a two (2) year term commencing as of
January 1, 2022, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to
amend the 2022 and 2023 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
2022 and 2023 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 substantially in 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 2 1" day of November, 2022 by the following vote:
AYES
NOES
ABSENT:
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Consulting Agreement
This Consulting Services Agreement(the "4nreernent°or"Consulting Agreemnent"\ 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 Dr Albany NY 12205 (the "Consultant"), and Town of Queensbury(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 «Part«" and collectively,the «Parties"\ covenant and agree as follows:
Terms and Effective Date
This Agreement shall begin mn}anl, 2DZ2 and continue for a period of2 years. 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 tOthe
Client for all things pertaining to the scope of consulting services(the "Consulting Services").
Compensation
|n 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 a1 any time prior to or after the completion and delivery ofsuch
work product to the Client. '
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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 mf the Client. -
Non-Compete Agreement
During the term of this Agreement and for 12 months thereafter,the Consultant shall not
engage, directly or inclirectly,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 ofbusiness.
Non-Solicitation ofCustomers
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 orcontractors.
Non-Solicitation ofEmployees
During the term of this Agreement and for 12 months thereafter,the Consultant will not,
directly orindirectly, recruit,solicit, or induce, or attempt 1m recruit,solicit, or induce, any of
the Company's employees, mr contractors for work at another company.
Indemnification
The Client agrees toindemnify, 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 mr failure to act by the Client based upon the Consulting Services.
No Modification Unless inWriting
No modification or warranties in relation to this Agreement shall be valid unless in writing and
agreed upon by both Parties.
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Applicable Law
This Consulting Agreement and the interpretation qf its terms shall be governed 6mand
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 Agreement will
form a part of the Contract.
Emergency Management Resources LLC
90 Box 787
Latham NY12I1O
Owner []ate
Town of{}ueensbury
742 Bay Road
[iueensbury0Y128O4
Town Supervisor Date