ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
Resolution No. IDA-15-09-25
September 24, 2015
AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO ENTER INTO A
TECHNICAL SERVICES AGREEMENT WITH DANC FOR ENGINEERING AND
REDEVELOPMENT PLANNING ASSISTANCE FOR THE J&L FACILITY
WHEREAS, the Jones & Laughlin Ore Processing Facility (“J&L”) is an approximate 36 acre
site within a 58.10 acre parcel of real property containing several abandoned buildings in disrepair, a
network of tunnels and piles of demolition debris located at the intersection of NYS Route 3 and
County Route 60 in the Town of Clifton, St. Lawrence County, New York, and is owned by St.
Lawrence County (“County”), and
WHEREAS, in 2013, the St. Lawrence County Industrial Development Agency (“SLCIDA”)
was awarded $87,500 in NYS Empire State Development (“ESD”) grant funding through the North
Country Regional Economic Development Council to be used toward Phase I of the project,
hereinafter defined as project planning, site testing, and engineering assessments necessary to complete
the scope of services identified in ESD’s grant funding incentive proposal, and
WHEREAS, the St. Lawrence County Industrial Development Agency (“SLCIDA”), as one
of a number of stakeholders that is conducting response activities on this project, has requested
technical services from the Development Authority of the North Country for Phase I of the project,
the provisions of which are memorialized in the attached Technical Services Agreement
(“Agreement”),
NOW, THEREFORE, BE IT FURTHER RESOLVED by the St. Lawrence County
Industrial Development Agency that the SLCIDA Chief Executive Officer is designated, authorized,
empowered and directed to execute and deliver the Agreement with the Development Authority of
the North Country.
Move:
Second:
VOTE
Blevins
Burke
Hall
LaBaff
McMahon
Staples
Weekes
Hall
LaBaff
AYE
NAY
ABSTAIN
ABSENT
X
X
X
X
X
X
X
I HEREBY CERTIFY that I have compared this copy of
this Resolution with the original record in this office, and
that the same is a correct transcript thereof and of the
whole of said original record.
/S/
Natalie A. Sweatland
September 24, 2015
DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY TECHNICAL SERVICES AGREEMENT WITH THE ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY FOR ENGINEERING & REDEVELOPMENT PLANNING ASSISTANCE FOR THE FORMER JONES & LAUGHLIN ORE PROCESSING FACILITY This Agreement entered into this _____ day of __________________ 2015, by and between: ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY (SLCIDA), a public benefit corporation organized and existing under the laws of the State of New York, having an office building and principal place of business located at 19 Commerce Lane, Suite 1, Canton, New York 13617, herein after referred to as "SLCIDA", And DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a public benefit corporation organized and existing under the laws of the State of New York, having an office and principal place of business located at 317 Washington Street, Watertown, New York 13601, hereinafter referred to as "Authority". Recitals A. The SLCIDA has requested technical services from the Authority to provide engineering and planning services for the phased redevelopment of the former Jones & Laughlin ore processing facility, herein after referred to as “J&L Site,” located in the Town of Clifton. At its Board meeting held on September 24, 2015, the SLCIDA Board selected the Authority to assist with this project. A copy of this Resolution has been attached as Exhibit A. B. St. Lawrence County, hereinafter referred to as “County”, is the owner of the J&L Site and as said owner, the County, on July 23, 2015 executed a Memorandum of Understand with the SLCIDA to document the arrangement between the County and the SLCIDA with respect to project administration for this phase of the project. C. The SLCIDA obtained a grant dated June 7, 2013 through the Empire State Development (ESD) Consolidated Funding Application process in the amount of $87,500 to complete a structural demolition assessment and engineering study to remove the buildings on the J&L Site, with a total project cost of $175,000. Page 1 of 7 D. The Town of Clifton has obtained a $50,000 grant through the State and Municipal Capital Program (SAM), administered through the Dormitory Authority of the State of New York (DASNY) to be applied toward the $175,000 project at the J&L Site. E. The balance of the remaining $175,000 project, not covered by DASNY or ESD, is $37,500. F. This Agreement is authorized under Section 2704(17) of the Public Authorities Law. Agreement ARTICLE I ‐ Scope of Services The SLCIDA has requested the Authority to provide engineering and planning services for the phased redevelopment of the J&L Site. The Authority will take directions only from SLCIDA‐designated representatives. The SLCIDA will establish an advisory panel of stakeholders and interested parties to provide for a coordination of planning efforts. Since this is a redevelopment project, the project will be identified by phases. This Agreement is for Phase I of the project which includes project planning, site testing, and engineering assessments necessary to complete the scope of services identified in the ESD Incentive Proposal dated June 7, 2013. Services for future phases will be identified upon completion of Phase I. The Authority will provide services for Phase I as identified by this agreement. 1. Phase 1 The scope of base services that will be performed by the Authority in phase 1 consists of three functions: 1) Redevelopment Planning; 2) Engineering; and 3) Reporting. 1.1
Redevelopment Planning Redevelopment planning includes, but is not limited to, the following:  Organizing and directing project team of stakeholders including, but not limited to, St. Lawrence County Board of Legislators, St. Lawrence County Industrial Development Agency, Town of Clifton, and Town of Fine.  Coordination with regulatory agencies including the New York State Department of Environmental Conservation, the Adirondack Park Agency and the U. S. Environmental Protection Agency. Page 2 of 7 
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Coordination with NYSDEC to obtain Beneficial Use Determinations for select materials to remain onsite. Coordination with Authority’s Board of Directors to obtain pricing for disposal of bulk asbestos and non‐hazardous solid waste. Defining project timeline and critical action items and identifying phases. Defining project budget. Identifying project funding sources and present a funding strategy to complete project objectives. Creating a Request for Proposal to select a consultant to develop bid documents for the removal of hazardous materials and the demolition of buildings at the J&L Site. Engineering Services 1.3
Engineering services includes but are not limited to, the following:  Financial management and grant management services  Developing project schedules and work plans  Reviewing technical scope of work to be completed on‐site  Recommending contractors/vendors for work to be completed per project scope.  Overseeing work of consultants/vendors  Managing project timeline and draw schedules  Reviewing requisitions for payment by consultants, contractors, and vendors per contract prior to submission to funding agency  Grant administration including Minority and Women Owned Business Enterprise (M/WBE) requirements  Managing project budget Reporting The Authority will report, in writing, at a minimum, monthly to the SLCIDA Executive Director, or his designee, and more frequently as requested. The Authority will complete all required M/WBE project reporting requirements. 2. Future Phases The parties acknowledge that they anticipate that there will be future phases to this project. The parties agree to enter into either separate agreements or amendments to this agreement for those future phases. Page 3 of 7 ARTICLE II – TERMS Term. The term of this Agreement shall be one (1) year beginning on _________________, 2015, and ending _____________________, 2016. ARTICLE III – Compensation Compensation. Based upon the receipt of funding through the ESD and DASNY, the SLCIDA shall pay the Authority for such services at the labor hour burdened rate for the specific job classification performing the services (see Table 2) and for direct expenses such as mileage and postage; provided, however, that the total cost of such services shall not exceed the amounts outlined in Table 1. The Authority shall bill monthly upon invoices properly itemized and supported, and payment thereof shall be made by the SLCIDA within 45 days of receipt of each invoice. Authority expenses are eligible for project expenditures and will be included in the total project budget of $175,000. TABLE 1 – NOT TO EXCEED (NTE) COSTS FOR BASE SERVICES Service NTE Amount Base Services $30,000.00 TABLE 2 – Authority Labor Hour Burdened Rates Employee Wage Rate Standard Overtime Director of Engineering/Professional Engineer
$100 NA Regional Development Director $86 NA Environmental Coordinator $70 92 Project Engineer $65 NA Project Development Spec. $82 NA GIS Analyst $58 NA GIS Technician $41 NA Engineering Assistant $55 $70 ARTICLE IV – Insurance/Liability The Authority shall carry general public liability insurance in the customary amounts and coverages maintained on its general operations, and shall name the SLCIDA and St. Page 4 of 7 Lawrence County as additional insured on the liability policy. The SLCIDA and St. Lawrence County shall carry general liability insurance in the customary amounts and coverages maintained on its general operations, and shall name the Authority as additional insured on the liability policy. The SLCIDA and St. Lawrence County will at all times indemnify and save harmless the Authority against all liabilities, judgments, costs, damages, expenses and attorney’s fees for loss, damage or injury to persons or property resulting in any manner from the operation of this Agreement. The Authority will at all times indemnify and save harmless the SLCIDA and St. Lawrence County against all liabilities, judgments, costs, damages, expenses and attorney’s fees for loss, damage or injury to persons or property resulting in any manner from the intentional or negligent actions or omissions of the Authority, its officers, employees or agents in connection with the operation of this Agreement. The Authority shall use reasonable diligence to provide the services herein required, but shall not be liable to the SLCIDA and St. Lawrence County for damages, breach of contract, or otherwise, for failure, suspension, diminution, or other variations of service occasioned by any cause beyond the control of the Authority. The SLCIDA and St. Lawrence County will not be liable in the event of a breach beyond their control. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its sovereign or contractual capacity, fires, floods, epidemics, riots, strikes, civil disturbance, quarantine, restrictions, or inability to obtain equipment or supplies. ARTICLE V – Miscellaneous All accounts, reports and other records generated by the Authority or required under this Agreement, in the performance hereof, shall be open to inspection and audit at all reasonable times by the SLCIDA. Such records shall be retained by the Authority for a minimum of seven (7) years following the expiration or earlier termination of this Agreement or an extended agreement. The parties acknowledge that the Authority has undertaken and may undertake various projects unrelated with SLCIDA. It is the intent of the parties that this Agreement, the service provided hereunder and all payments, accounts receivable and equipment resulting from or required by such service shall be separate from and independent of all unrelated projects and activities of the Authority. The SLCIDA shall have no right to, or claim upon, the assets, insurance proceeds or income of the Authority other than those associated with the performance of this Agreement, in satisfaction of any claim by the SLCIDA arising hereunder. A similar restrictive clause is contained and will be provided in all service agreements made by the Authority with others. Page 5 of 7 The Authority is an independent contractor with respect to the SLCIDA, and this Agreement does not create, and shall not be construed as creating, any relationship of principal and agent, landlord and tenant, or employer and employee. No waiver by the SLCIDA or Authority of any breach of any term, covenant or condition contained in this Agreement shall operate as a waiver of such term, covenant or condition itself, or of any subsequent breach thereof. This Agreement shall be construed and enforced in accordance with the laws of the State of New York. If any provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law. This Agreement contains the entire agreement of the parties and may be modified or amended only by the written mutual agreement of the parties. All notices required or permitted to be given under this Agreement shall be in writing and shall be made at the addresses indicated above. The notice or correspondence shall be effective when actually received by the party to which it is directed, whether transmitted by mail, courier, facsimile or personal delivery. Page 6 of 7 All of the above is established by the signatures of the authorized representatives of the parties set forth below. DEVELOPMENT AUTHORITY OF THE ST. LAWRENCE COUNTY INDUSTRIAL NORTH COUNTRY DEVELOPMENT AGENCY By: James W. Wright By: Patrick J. Kelly Executive Director Chief Executive Officer ACKNOWLEDGEMENTS STATE OF NEW YORK ) ) ss: COUNTY OF JEFFERSON ) On this ____ day of ______________, 2015, before me personally came James W. Wright, who being duly sworn, did dispose and says that he resides in Watertown, New York; that he is the Executive Director of the Development Authority of the North Country, the Authority described herein, and which executed the foregoing instrument; and that he signed his name thereto by order of said Authority. ____________________________ NOTARY PUBLIC STATE OF NEW YORK ) ) ss: COUNTY OF ST. LAWRENCE ) On this ____ day of ______________, 2015, before me personally came Patrick J. Kelly, who being duly sworn, did dispose and says that he resides in Ogdensburg, New York, that he is the Chief Executive Officer of the St. Lawrence County Industrial Development Agency, and which executed the foregoing instrument; and that he signed his name thereto by order of said SLCIDA. ____________________________ NOTARY PUBLIC Page 7 of 7