Board of Trustees

AGENDA Emergency Board Meeting Village of Ballston Spa May 15, 2025 Zoom Log in ID: 88902961300 Password: 380778 1) Call to Order 2) Pledge to the Flag 3) Motions/Resolutions for Consideration/Vote a) Motion made by Trustee ______________, seconded by Trustee ______________, approving the attached proposal between Ambient Environmental, Inc., and the Village of Ballston Spa, and authorizing the Mayor to execute the agreement. ____________ b) Motion made by Trustee ______________, seconded by Trustee ______________, approving the usage of the engineering services of C.T. Male Associates by the Planning Board and Zoning Board related to the Conifer Realty LLC application for 125 Bath Street, etc., and authorizing the Mayor to execute the agreement after Village Attorney approval. It is noted that the costs will be borne by the applicant through a routine escrow process during review. 4) Executive Session (If Needed) 5) Adjournment Motion made by Trustee ______________, seconded by Trustee ______________, that the meeting adjourned at_____pm. 1  GOOD FAITH COST ESTIMATE Ms. Andrea Simmons Ph. 518-885-5022 Ballston Spa Public Library asimmons@sals.edu 12 Milton Ave. Ballston Spa, NY Date: May 12, 2025 Project Name: Environmental Professional Consulting and Variance Proposal No.: 2025-04-0194 Project Manager: Joella Viscusi Description of Services: Ambient Environmental, Inc. (Ambient) provide professional consulting services, as well as development and submission of a site-specific variance. This is in response to a request from the Library, following a water intrusion. Ambient will review previous asbestos reports and perform a walk-through of the library to determine if additional samples are required along the path of renovation. Ambient will provide a written summary of findings. A variance will be developed for the abatement of previously noted vermiculite in the attic of the building. Professional Consulting (site visit and review of water damaged area, collection of samples, if necessary) ............................................................................................................................$800.00* * samples, if needed, will be billed at the per unit rates listed below. Development of Site-Specific Variance (Vermiculite in Attic) .........................................$1,850.00 DOL Filing Fee .....................................................................................................................$365.00 LABORATORY ANALYTICAL SERVICES Asbestos Bulk Sample Analysis, PLM Friable Five-day turnaround, per sample .....................................................................................$10.50 Asbestos Bulk Sample Analysis, PLM Non-Friable Organically Bound Material Five-day turnaround, per sample .....................................................................................$23.50 Asbestos Bulk Sample Analysis, TEM Confirmation Five-day turnaround per sample ......................................................................................$42.00 Asbestos Bulk Sample Analysis, Surfacing Material with Vermiculite, Method 198.8 (ONLY IF REQUIRED), One-week turnaround, per sample .....................................................................$285.00 May 12, 2025 Ambient Environmental, Inc. Ballston Spa Public Library Page 2 Consulting Services Ambient Proposal No. 2025-04-0194 PROJECT TEAM Ambient will staff this project from our team of experienced environmental professionals. C.D. Wolford will direct the project. Mr. Wolford will be responsible for the development of the sampling strategy, schedule coordination, and project deliverables. Ambient’s network of health and safety professionals allows for both quality and cost-effective projects. PROJECT SCHEDULE Ambient is prepared to begin the project scope of work upon written receipt of authorization to proceed from you. It is anticipated that the project can be scheduled at a mutually agreed time frame. BUSINESS TERMS Ambient’s Client Service Agreement applies to this proposal and any subsequent contracts. This Agreement is attached. If this proposal is acceptable to you, please authorize Ambient to proceed with the work described by signing and returning one copy of the Agreement to christinaa@ambient-env.com. This proposal is valid for 60 days. CONCLUSION Ambient appreciates the opportunity to present you with this proposal to provide environmental consulting services. If you have any questions regarding the proposal or pricing, please contact me at (518) 482-0704 or by mobile phone (518) 859-5924. Thank you again for your time and consideration of Ambient Environmental, Inc. Respectfully; Ambient Environmental, Inc. Joella Viscusi President Enclosure  CLIENT SERVICE AGREEMENT This AGREEMENT is made on this 12th day of May 2025, by and between Ballston Spa Public Library Its employees, officers, directors, subsidiaries, and agents (Client) of 12 Milton Ave., Ballston Spa, NY and Ambient Environmental, Inc., (Ambient) its employees, officers, directors, subsidiaries, and agents (Ambient) at 828 Washington Avenue, Albany, NY 12203 The parties mutually agree as follows: DESIGNATED REPRESENTATIVES Except as expressly specified otherwise in writing, the parties designate the following named individuals as their authorized representatives to provide approvals, directives, and permissions, including changes, and to receive notices or other communications under this agreement at the following addresses: Ambient: 828 Washington Avenue, Albany, NY 12203 CLIENT: 12 Milton Ave., Ballston Spa, NY NUMBER: 2025-04-0194 1. SERVICES TO BE PERFORMED Ambient shall prepare a expenses shall be billed, and paid, in accordance with the schedule proposal and/or a service order for Client. The proposal and/or included with the Service Order. Ambient will submit a Change service order shall describe the work to be performed (Services), the Order to Client detailing other reimbursable expenses not outlined in location (Site), fees and/or rates to be charged, certain special the Service Order, for written authorization prior to billing. conditions of performance including equipment, sampling protocols, and necessary reimbursable expenses. Ambient will be authorized to 5. INSURANCE Ambient agrees that it now carries, and will proceed with the Services (Service Order), when Client indicates its continue to carry during the performance of any Services under this acceptance by signing this Agreement. The Service Order, any Agreement, Commercial General Liability, Professional Liability attachments pertaining to the Service Order, and this Agreement and Contractor’s Pollution Liability insurance coverage with limits at shall comprise the Contract Document. or above those described below. 2. ADDITIONAL SERVICES If any additional or different a. Commercial General Liability Services are required to complete an existing Service Order, these  Each Occurrence $5,000,000 additional Services shall be set forth in a new Service Order satisfying  Personal and Advertising Injury $5,000,000 all applicable and appropriate requirements including a separate  General Aggregate $5,000,000 schedule of fees and Services (Change Order).  Products and Completed Operations Aggregate $5,000,000 3. COMPENSATION Client will pay Ambient for Services and expenses in accordance with the Service Order. Ambient will submit b. Errors and Omissions / Professional Liability periodic invoices to Client together with reasonable supporting  Each Claim $5,000,000 documentation requested by Client and a final bill upon completion of  Annual Aggregate $5,000,000 its services. Unless otherwise agreed in writing, there shall be no retainage. Payment is due within thirty (30) days regardless of c. Contractor’s Pollution Liability whether Client has been reimbursed by any other party. Ambient may  Each Claim $5,000,000 suspend work, withhold reports and vacate the site without liability if  Annual Aggregate $5,000,000 payment is not received. Client will indemnify Ambient for all claims concerning the suspension of work for nonpayment regardless of 6. OBLIGATIONS OF CLIENT Client warrants that all whether the claims are by the Client, someone claiming through the information provided to Ambient concerning the required Services, is client, or by a third party. Client agrees to pay finance charges, complete and accurate to the best of Client's knowledge. Client agrees Ambient’s attorney's fees, and all other costs incurred in financing and to advise Ambient prior to commencement of the Services, and collecting past due amounts. Ambient may from time to time revise its during the work, of any hazardous conditions on or near the Site fees and/or rates and advise client either by general notification, or by known to Client. Client understands that Ambient is relying upon the specific Service Order. completeness and accuracy of information supplied to it by Client and Ambient will not independently verify such information unless 4. EXPENSES Unless otherwise stated in the Service Order, otherwise provided in the Service Order. Client shall be solely Client agrees to pay Ambient for its reimbursable expenses, in responsible for and shall indemnify and hold harmless Ambient for addition to its fees. Reimbursable expenses are expenditures made any costs, expenses or damages incurred by Ambient due to Client’s by Ambient in the interest of the contracted Services. Reimbursable Ambient Environmental Client Services Agreement 2023 failure to follow applicable reporting and governmental components not readily accessible to Ambient during Ambient’s requirements. Client will not hold Ambient liable if Ambient’s performance of the Services. Ambient is not responsible for recommendations are not followed and waives any claim against unforeseen conditions that exist on the Site within building systems Ambient, and agrees to defend, indemnify and hold Ambient that prohibit or deter Ambient from gaining access to building harmless from any claim or liability for injury or loss that results materials, systems, and/or components. from failure to properly implement Ambient’s recommendations. 12. SITE CONTROL Ambient’s testing, observation, or inspection 7. STANDARD OF CARE Ambient’s Services as defined by the of the work of other parties on a project shall not relieve such parties Service Order shall be performed in accordance with generally of their responsibility to perform their work in accordance with accepted industry principles and practices, consistent with a level of applicable plans, specifications and safety requirements. Continuous care and skill ordinarily practiced by the consulting profession monitoring by Ambient’s employees does not mean that Ambient is currently providing similar services under similar circumstances at observing or verifying all Site work or placement of all materials. the time the Services were provided. Client agrees to give Ambient Client agrees that Ambient will only make on-Site observations written notice within one (1) year of any breach or default under this appropriate to the Services provided by Ambient and will not relieve section and to provide Ambient a reasonable opportunity to cure others of their responsibilities to perform the work. such breach or default, without the payment of additional fees to Ambient, as a condition precedent to any claim for damages. 13. TEST AND SAMPLING LOCATIONS Unless otherwise specified in the Service Order, the accuracy of test or sampling 8. LIMITATIONS OF METHOD RELIABILITY The Client locations and elevations will be commensurate only with pacing and recognizes and agrees that all testing and remediation methods have approximate measurements or estimates. The Client should retain inherent reliability limitations; no method or number of sampling the services of a professional surveyor, if greater accuracy is locations can guarantee that a condition will be discovered within the required. Client will furnish a diagram indicating the accurate performance of a Service Order as authorized by the Client. The location of the Site. Sample locations may also be indicated on the Client further acknowledges and agrees that reliability of testing or diagram. Ambient reserves the right to deviate a reasonable distance remediation methods varies according to the sampling frequency and from the boring and sampling locations unless this right is other variables and that these factors, including cost, have been specifically revoked by the Client in writing at the time the diagram considered in the Client’s selection of Services. Ambient’s is supplied. observations only represent conditions observed at the time of the Site visit. Ambient is not responsible for changes that may occur to 14. SAMPLES AND EQUIPMENT Unless otherwise specified in the Site after Ambient completes the Services. the Service Order or required by law, Ambient will not retain any samples obtained from the Site. At no time does Ambient assume 9. INTERPRETATION OF DATA Ambient shall not be title to the samples; all samples shall remain the property of the responsible for the interpretation of Ambient data by third parties, or Client. Ambient will, however, sign manifests as agent for Client. the information developed by third parties from such data. Client recognizes that subsurface conditions may vary from those All laboratory and field equipment contaminated during Ambient’s encountered at the locations where the borings, surveys, or Services that cannot readily and adequately cleansed of its hazardous explorations are made by Ambient and that the data interpretations contaminants shall become the property and responsibility of the and recommendations of Ambient’s personnel are based solely on Client. The Client shall purchase all such equipment as an expense of the information available to them. the Services, and it shall be turned over to the Client for proper disposal unless otherwise specified in the Service Order. 10. THIRD PARTY INFORMATION Ambient is dependent on information available from various governmental agencies and 15. OPINIONS OF COSTS Ambient may provide estimates of private database firms to aid in evaluating the history of the Site. costs for remediation or construction as appropriate based on Ambient shall not be liable for any such agency’s or database firm’s available data, designs, or recommendations. However, these failure to make relevant files or documents properly available, to opinions are intended primarily to provide information on the range properly index files, or otherwise to fail to maintain or produce of costs and are not intended for use in firm budgeting or negotiation accurate or complete records. unless specifically agreed to in writing by Ambient. 11. SITE ACCESS Client grants or shall obtain for Ambient a 16. SAFETY Ambient shall not, unless otherwise specified in the right of entry to all parts of the Site necessary to complete the Service Order, be responsible for health and safety procedures, requested Services and unless otherwise specified in the Service construction means, methods, techniques, sequences, or procedures, Order, it represents that it has obtained the applicable permits and nor be responsible for the acts or omissions of contractors or other licenses for the proposed Services. If Client does not own the Site, parties on the Site. Client represents that it has or will obtain prior to the commencement of the Services, the authority and permission of the owner and/or the 17. UTILITIES Unless otherwise specified in the Service Order, it occupant of the Site. Client acknowledges that due to the nature of is Client’s responsibility to mark or furnish the locations of all some Services unavoidable damage may occur. Client waives its right underground man-made obstructions at all Sites that the Client owns of recovery for such unavoidable damage, and if Client is not the and/or operates. Client shall indemnify, defend and hold harmless owner of the Site, Client agrees to indemnify and defend Ambient Ambient from and against any claims, losses or damages incurred or against any claims by the owner and/or occupant for any such asserted against Ambient related to Client’s failure to mark, protect damage. or advise Ambient of underground structures or utilities. Unless otherwise specified in the Service Order, Ambient is not 18. ROOF CUTS Unless otherwise specified in the Service Order, liable for damages caused by exploratory demolition or investigation if roof cuts/samples are required by the Services, it is the to identify, quantify, or evaluate building materials, systems, and/or responsibility of the Client to make appropriate repairs. If a roofing Ambient Environmental, Inc. Page 2 of 4 Ambient Environmental Client Services Agreement 2023 contractor or maintenance personnel selected by Client is not on the income, loss of profits, loss or restriction of use of property, or any roof to make repairs at the time samples are obtained, Ambient may other business losses regardless if such damages are caused by make temporary repairs, which may result in additional charges. breach of contract, negligent act or omission, other wrongful act, or Ambient personnel are not certified in roofing repair, therefore under whether Ambient shall be advised, shall have other reason to know, no circumstances, shall Ambient be responsible for any water or in fact shall know of the possibility of such damages. damage to the roofing system, building, or its contents resulting from Ambient’s temporary repairs. 24. WARRANTY Ambient is not a manufacturer. If any equipment is used or purchased by Ambient for a Service Order the 19. HAZARDOUS CONDITIONS OR SUBSTANCES The manufacturer’s warranties if any on the equipment are solely those of Client acknowledges that Ambient has neither created nor the manufacturer. Ambient makes no other representation, contributed to the creation or existence of any hazardous, guarantee, or warranty, expressed or implied, in fact or by law, radioactive, toxic, irritant, pollutant, substance or constituent at the whether of merchantability, fitness for any particular purpose or Site. All Site generated hazardous and non-hazardous waste, including otherwise, concerning any of the goods or Services which may be used disposable protective gear and equipment, are the property of the furnished by Ambient to Client. Client. 25. DOCUMENTS Project-specific documents and data produced Client agrees to indemnify and hold harmless Ambient against all by Ambient under this Agreement shall, upon completion of the claims for injury or loss sustained by any party, including the United Service Order become the property of Client upon payment of States, from exposure, release, or the presence of any such amounts owed Ambient. Ambient shall have the right, but not the hazardous, radioactive, toxic, irritant, pollutant, substance or obligation, to retain copies of all such materials. constituent at the Site. This indemnity includes but is not limited to, Ambient acting as Client’s agent to sign waste manifests, allegations 26. RELIANCE Documents and data produced by Ambient are not that Ambient is a handler, generator, operator, treater or storer, intended or represented by Ambient to be suitable for use or reliance transporter or disposer under any federal, state or local, law, beyond the scope or purpose for which they were originally regulation or ordinance, and Client’s or third party’s violation of prepared, or for anyone except the Client. Any such unauthorized federal, state or local, law, regulation or ordinance, related to the use will be at the Client’s or third party’s sole risk. handling, storage, or disposal of hazardous substances or constituents at/or introduced to the Site, before or after the completion of the 27. THIRD-PARTY CLAIMS Client agrees to pay Ambient's costs Services. (including reasonable attorney's fees) for defending Ambient against any claims that a third party or a regulatory agency asserts against 20. RIGHT TO STOP WORK If, during the performance of a Ambient related to the Services that were provided to Client. Claims Service Order, any unforeseen hazardous substance, material, include legal actions by a third party or a regulatory agency that are element, constituent, condition, or occurrence is encountered which, based upon the discoveries, findings or conclusions disclosed in in Ambient's reasonable judgment significantly affects or may affect documents or reports supplied to Client by Ambient. the Services provided, the risk involved in providing the Services, or the recommended scope of Services, Ambient may immediately 28. SUBPOENAS The Client is responsible for payment of suspend work. Ambient’s time and expenses resulting from Ambient’s response to subpoenas issued by any party, involving any legal or administrative 21. AMBIENT AND CLIENT INDEMNIFICATION Ambient proceeding in which Ambient is not named as a party, in connection shall indemnify and hold harmless Client against claims, demands, with any Services performed under this Agreement. Charges are and lawsuits, to the extent arising out of or caused by the negligence based on fee schedules in effect at the time the subpoena is served. or willful misconduct of Ambient, in connection with activities Ambient shall not object on Client’s behalf to any subpoena, but will conducted in the performance of the Services. make reasonable efforts to cooperate with Client if Client chooses to object. The Client shall indemnify and hold harmless Ambient from and against claims, demands, and lawsuits, to the extent arising out of or 29. TERMINATION OF CONTRACT This Agreement may be caused by the negligence or willful misconduct of the Client or other terminated by either party upon seven (7) days written notice contractors retained by Client in connection with activities conducted provided that any incomplete or unfinished Service Order will in the performance of the Services. remain in effect until completed, unless otherwise agreed to in writing. In the event of termination or suspension, by the Client, If a dispute arises between the parties resulting in litigation, the Ambient shall be paid for Services performed prior to the prevailing party shall be entitled to recover all reasonable costs termination date plus reasonable termination and suspension incurred. Client agrees that all indemnifications granted to Ambient expenses. shall also be granted to those subcontractors retained by Ambient for the performance of the Services. 30. ASSIGNMENT Neither the Client nor Ambient may assign, or transfer its benefits, rights, duties, or interest in this Agreement 22. LIMIT OF LIABILITY Ambient's total liability for all claims or without the written consent of the other party. This Agreement shall causes of action of any kind including but not limited to negligence, be binding on and inure to the benefit of the successors and assigns bodily injury or property damage, breach of contract or warranty of the parties. shall not exceed the amounts recoverable from the insurance limits set forth in this Agreement. 31. FORCE MAJEURE Neither Client nor Ambient shall hold the other responsible for damages or delays in performance caused by 23. CONSEQUENTIAL DAMAGES In no event shall either uncontrollable events, which could not reasonably have been party be liable to the other party for any consequential, incidental, anticipated or prevented, including but not limited to, acts of God, punitive, or indirect damages including but not limited to loss of the public enemy, acts of the Government of the United States or of Ambient Environmental, Inc. Page 3 of 4 Ambient Environmental Client Services Agreement 2023 the several states, or any foreign country, or any of them acting in Ambient Environmental, Inc. their sovereign capacity, materially different Site conditions, wars, riots, terrorism, rebellions, sabotage, fires, explosions, accidents, floods, strikes, or other conceded acts of workers, lockouts, or BY: changes in laws, regulations, or ordinances. PRINTED NAME: 32. GENERAL PROVISIONS The captions and headings throughout this Agreement are for convenience only and do not TITLE: define, limit, modify, or add to the meaning of any provision of this Agreement. If any provision of this Agreement is in conflict with DATE: any provision of the Service Order, the terms and conditions of this Agreement shall prevail unless the conflict concerns the scope of Services to be provided. If any provision shall to any extent be CLIENT: BALLSTON SPA PUBLIC LIBRARY deemed invalid, it shall be modified, if possible, to fulfill the intent (Person authorized to execute contracts) of the parties as reflected in the original provision and the remainder of this Agreement shall not be affected. BY: _____________________________________________ This Contract Document represents the entire understanding between the parties and supersedes any and all prior contracts whether written PRINTED NAME: or oral. Nothing contained in this Contract Document shall be construed to be for the benefit of any persons not a party to this TITLE: Agreement. No third-party beneficiary rights are created. DATE: The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the state in which the Site is located. Any legal action arising out of this DATE: APRIL 24, 2025 Agreement shall be venued in a court of competent jurisdiction PROJECT NAME: ENVIRONMENTAL within the state and county of the Site. PROFESSIONAL CONSULTING AND VARIANCE No waiver by either party of any default by the other party in the PROPOSAL NO.: 2025-04-0194 performance of any provision of this Agreement shall operate as or PROJECT MANAGER: JOELLA VISCUSI be construed as a waiver of any future default, whether like or different in character. Ambient is solely responsible for the performance of this Agreement, and no parent, subsidiary or affiliated company, or any of its directors, officers, employees, or agents shall have any legal responsibility whether in contract or tort, including negligence. Ambient Environmental, Inc. Page 4 of 4 C.T. MALE ASSOCIATES Engineering, Surveying, Architecture, Landscape Architecture & Geology, D.P.C. 50 Century Hill Drive, Latham, NY 12110 518.786.7400 FAX 518.786.7299 www.ctmale.com SCHEDULE OF REPRESENTATIVE CHARGE RATES JANUARY – DECEMBER 2025 Professional Level Classifications Rate Per Hour P7 - President, Chief Executive, Chief Operating Officer $310 to $350 P7 - Vice President(s) $240 to $310 P6 - Managing: Engineer, Surveyor, Architect, Landscape $190 to $300 Architect, Geologist, Scientist P5 - Senior: Engineer, Surveyor, Architect, Landscape Architect, $165 to $220 Geologist, Scientist, Project Manager P4 - Project: Engineer, Surveyor, Architect, Landscape Architect, $145 to $200 Geologist, Scientist, Manager P3 - Assistant Project: Engineer, Surveyor, Architect, Landscape $110 to $155 Architect, Geologist, Scientist, Manager P2 - Design Engineer, Surveyor, Intern Architect, , Landscape $95 to $135 Architect, Geologist, Scientist P1 - Intern/Junior: Engineer, Surveyor, Architect, Landscape $85 to $120 Architect, Geologist, Scientist Technical Level Classifications T6- Senior: Designer, Technician, Construction Observer, , $140 to $210 Crew Chief T5 - Designer V Technician V, , Construction Observer V, $125 to $180 Crew Chief V, T4 - Designer IV, Technician IV, Construction Observer IV, $110 to $160 Crew Chief IV, Instrument Operator IV T3 - Designer III, Drafter III, Technician III, Construction Observer III, $90 to $140 Instrument Operator III T2 - Designer II, Drafter II, Technician II, $75 to $125 Construction Observer II, Instrument Operator II T1 - Junior: Designer, Drafter, Technician, Construction $70 to $110 Observer, Instrument Operator, Intern Support Services S- Administrative Assistant, Clerk, Project Coordinator $75 to $140 T:\Info\Lists\Charge Rates Rev 1/22/2025 Civil Engineering • Environmental Services • Survey Services • Land Services • Architecture • Energy & Building Systems Services • Electrical Engineering C.T. MALE ASSOCIATES Engineering, Surveying, Architecture, Landscape Architecture & Geology, D.P.C. 50 Century Hill Drive, Latham, NY 12110 518.786.7400 FAX 518.786.7299 www.ctmale.com 2025 Reimbursable Expense Rates Description Price Mileage – standard car or SUV Current IRS rate ($/mi) Mileage – ½ or ¾ ton pickup truck IRS rate x 130% ($/mi) Other travel-related expenses At cost Meals and lodging At cost or per diem Printing/copying by page – black and white 8 ½ x 11 $0.09 each Printing/copying by page – black and white 8 ½ x 14, 11 x 17 $0.18 each Printing/copying by page – color 8 ½ x 11 $0.21 each Printing/copying by page – color 8 ½ x 14, 11 x 17 $0.33 each Large format printing – black and white $0.23 per square foot Large format printing – color $0.43 per square foot Large format printing on mylar $3.00 per square foot Scanning – 8 ½ x 11 $0.17 per page Large format scanning $0.42 per square foot Miscellaneous supplies/labor for copies – special paper, 3-ring At cost binders, bindings, laminating, folding, etc. CD/DVD/USB Drive At cost Postage/shipping/delivery At cost ATV/UTV/Snowmobile $150/day Boat $300/day Unmanned Aerial Vehicle (Drone) $100/day Unmanned Aerial Vehicle w/ LiDAR Sensor (Drone) $500/day Survey Monuments At cost Photo Ionization Detector, 10.6 eV Lamp (PID) $75/day 4-gas Monitor $75/day Peristaltic Pump $25/day Turbidity Meter $30/day Water Level Meter $25/day Trimble Global Positioning System (GPS - Non-Survey use) $100/day Generator $50/day Miscellaneous rented equipment At cost Subconsultants/subcontractors At cost plus 10% T:\Info\Lists\Charge Rates Rev 1/22/2025 Civil Engineering • Environmental Services • Survey Services • Land Services • Architecture • Energy & Building Systems Services • Electrical Engineering