Loading...
HomeMy WebLinkAboutRDA Reso 1990-1067 RESOLUTION NO. 1067 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROPRIATING FUNDS AND AWARDING CONTRACT FOR ENGINEERING AND TECHNICAL CONSULTING SERVICE TO TORSTAN, INC. IN CONNECTION WITH REMOVAL OF THE PAINT PIT The Redevelopment Agency of the City of Chula Vista does resolve as follows: WHEREAS, on June 13, 1989, a contract was awarded to and Moore to complete a Hydrogeologic Assessment Report the California Regional Water Quality Control Board and pits at the corporation yard, and :, WHEREAS, the HAR is compl ete and has been approved by ;he state and the technical cleanup plan which was prepared by Ninyo and Moore has also been approved by the State, and ~, WHEREAS, staff is currently in the process of developing ~construction contract and specifications for actual removal of the paint pits and initial cleanup of the site, and WHEREAS, in connect ion wi th the construction acti vi ties, ~ontinued environmental and technical services are required, and WHEREAS, Torsten Kruger has left Ninyo and Moore and, along with his previous supervisor at Ninyo and Moore, has formed ~orstan, Inc and because of the complexities involved in the <cleanup and the difficulties for another individual to come in alrid piCk up the project at this point to advise the City, staff ~ecommends that Torstan, Inc. be contracted to do the spnstruction phase, environmental and technical advice, and , WHEREAS, for the reasons stated in ~receding paragraph, the Agency finds that it gest interest to contract with TorStan and 'cpmpliance with the bidding procedure. the immediately is in the City's to dispense with NOW, THEREFORE, BE IT RESOLVED that the Redevelopment gency of the City of Chula Vista does hereby appropriate '.175,000 from the Bayfront Redevelopment Project Fund as a loan to the Town Centre II Project for site remediation consulting ~~rvices for the paint pi t and awards the contract to TorStan, iJ[.nc. for those services. BE IT FURTHER RESOLVED that the loan will bear an annual rate of eight percent (8%). l.e~~~ ~hrls Salomone, Director of ~ommunity Development &,943a d .. CO, ffoo,r'fim y U1e721:t . Fritsch, Attorney , ~ fl.Lr.z.-J ~ ~ ADOPTED AND APPROVED BY THE CHULA VISTA REDEVELOPMENT AGENCY, this day 0 f March , 1990, by the following vote, to-wit: Membe rs Moore, Cox, Nader, Malcolm Membe rs None Membe rs McCandl i ss (~ Secretary, c.:::: (1. ~/ Redevelopment Agency ~STATE OF CALIFORN IA "COUNTY OF SAN 0 I EGO /CITY OF CHULA VISTA ss: Chris Salomone I, ~YaX~ Secretary to the Redevelopment Agency of the City Vista, California, DO HEREBY CERTIFY that the above and foregoing is and correct copy of Resolution No. 1067 and that the same amended or repealed. Sec reta ry SEAL OR\G\NAL AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN Chula Vista Public Works Department, City of Chula Vista 276 Fourth Avenue Chula Vista, California 92010 AND TorStan, Inc. Environmental Consultants 160 Chesterfield, Suite 3 Cardiff-By-The-Sea, California 92007 DATE OF AGREEMENT: March 15,1990 AGREEMENT: 90020004.01 ~ 'vi!\uto(',[V>\ -\L ~~( CHESTERFIELD, SUITE 3, CA~DIFF, CALIFORNIA 92007 PHONE (619) 632-5222 FAX (619) 632-0408 of Chula Vista Agreement No. 90020004.01 Agreement is made and entered into this 15th day of March, 1990, by and between the CITY OF VISTA, CALIFORNiA, a public corporation, hereinafter referred to as "City", and TorStan, Inc., ':caUfornia Corporation, whose address is 160 Chesterfield, Suite 3,. Cardiff-By-The-Sea, CA 92007. This . ment covers certain professional environmental consulting services in connection with the City of , , ula Vista. CONDmONS OF SERVICE :'t1'scope of Work encompasses the implementation of the Chula Vista Paint Facility Specific Technical "'eanup Plan to conform with Cleanup & Abatement Order 89-38 that was issued to the City of Chula :;JS!a on April 21, 1989 by the Regional Water Quality Control Board (RWQCB). TorStan, Inc.'s proposal ,dated Februaty 27, 1990 is attached as Exhibit A, "Proposal for Implementation of Specific Technical ,Cleanup Plan in Accordance with Cleanup and Abatement Order No. 89-38" (Phase n, III, and IV as 'chided therein). X~~ - 'ces performed pursuant to the Scope of Work shall be compensated for on a time and materials basis. ~r charges will be applied and invoiced pursuant to TorStan, Inc.'s pricing structure which is attached in EXlubit B. Invoices for services rendered shall be submitted to City as work progresses. Payment shall be ii\ade within 30 days of the date of the invoice. If City objects to all or any portion of the invoice amount, 'forStan, Inc. will be notified within 15 days from the date of the invoice. City shall provide the reason for :;eobjection and shall pay the portion of the invoice that is not in dispute. In any event, total "mpensation to TorStan, Inc. shall not exceed $ 468,500 (four hundred sixty eight thousand five hundred ,~llars). Payment for services beyond the current fiscal year is contingent upon appropriations by the City ~unci1. cOnless otherwise expressly provided, TorStan, Inc., except for its own services, will not specify construction '\procedures such as those related to excavating, trenching drilling and backfilling, manage or supervise , truction or implement or be responsible for health and safety procedures. We will not be responsible ", the acts or omissions of contractors or other parties on City projects, and we will not have control or ,~~arge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, 'i!'tfor safety precautions and programs. In the event that TorStan, Inc. accepts responsibility for hazardous '~terials concerns, the above expressed provisions will still apply. TorStan, Inc. inspection of portions of ~rk performed by other parties on a project will not relieve those parties from their responsibility for "'rmrming their work in accordance with applicable plans, specifications and safety requirements. ,:~\! 1 of Chula Vista Agreement No. 90020004.01 ZkeOOl!llition of Risk )(;ilY recognizes that environmental and subsurface conditions will often vary at the times and locations ;where data have been obtained by TorStan, Inc. Despite the use of d(ligent professional care, uncertainty f to limited acquisition of data and their interpretation exists. . ':I'hysical exploration such as drilling, excavation, sampling and backfilling also does involve inherent risk. [;Yie operate under all applicable Federal, State and local rules, regulations and design and implementation '::I'ractices, however, we cannot guarantee that imp~em~ntati?n of these will alwa~ provide the results that "'were intended. An example may be cross contammatlOn WIthin subsurface matnces dunng the proper use . protocols in drilling operations and grout backfilling. orStan, lnc. utilizes technology and materials according to the currently accepted state of the art. Long " rm chemical effects on materials such as well casings, liners ete., as well as currently approved chemical ncentration levels within matrices may not satisfy future requirements. It is therefore recognized, that 'ase standards may subsequently change as a result of improvements in the state of practice. c"'. ~.It should be recognized, that regulatory requirements may not always present realistic goals. For example ~'deanup levels for various chlorinated hydrocarbons have not been established and commonly "detection ';i,funi!" of analytical instrumentation is required as a cleanup level for those materials. The state of the art ~~of instrumentation advances rapidly, therefore "detection limits" reach new definitions before regulatory ,rguidelines are implemented. 0."...'.'. "'cA level of uncertainty to assess the absence or presence of hazardous substances is a function of the extent tof investigation. The extent of investigation can vary with site conditions, project scope and City requests. ii:Limitations of Liability !',.,~. - .,,;' ',<::TorStan, lnc. conducts business as an Environmental Consulting firm. In an effort to instill the necessary '~rsafeguards and to meet the requirements of our clients, we will carry the following types of professional ~jinsurance prior to beginning work: ,-j.- Insurance T'voe Amount General Liability & Auto Workman's Compensation Errors and Omissions $ 1 Million $ 1 Million $ 500,000 -,i;;'.' )';;Citv ReSPonsibilities ...- ~.:Prior to the commencement of services as described in Exhibit A and during their performance, TorStan, ),' !ne. requests that City notifies TorStan, Inc. of known or potential health or safety hazards associated with ~~;'\he project, with particular reference to hazardous substances or conditions. We request information on ,.' 2 J:City of Chula Vista Agreement No. 90020004.01 ~f,.~ ,">- F,~ubsurface structures, such as piping, tanks, cables and utilities. We will not be responsible for damage {"to underground structures. '".-.... - :'Coffipliance with Laws ~l.TorStan, Inc. abides by all applicable laws and uses reasonable care to identify those in effect at the time S',when services are performed. City will be responsible for additional charges incurred by changes in laws "'C.':.and or regulations which become effective after an award of services has been negotiated. 'il>/". <Termination of Al!feement (a) This Agreement may be terminated, in whole or in part, in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the termination party, provided that no such termination may be effected unless the other party is given (1) no less than thirty (30) days written notice (delivered by certified mail, return receipt requested) of the intent to terntinate and (2) an opportunity for consultation with the terminating party prior to termination. (b) If termination under (a) is effected by City, TorStan, Inc. shall be entitled to payment of the reasonable value of services rendered and expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by TorStan, Inc. relating to commitments which had become firm prior to termination. (c) If termination under (a) is effected by TorStan, Inc., TorStan, Inc. shall be entitled to payment of the reasonable value of services rendered and expenses incurred prior to the termination. (d) Upon receipt of a termination notice pursuant to (a) above, TorStan, Inc. shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver to City all data, drawings, reports, summaries, and such other information and materials as may have been intended to be used in report preparation by TorStan, Inc. in performing this Agreement, whether completed or in process. (e) The rights and remedies of City and TorStan, Inc. provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. Attornev's Fees ;',. . If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the ,'Cprevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which it may c', be entitled. 3 Agreement No. 90020004.01 .-' ;i.lndemnitv :~t,< :'''TorStan, Inc. agrees to save City and its agents and employees hanillel;s from any and all liability, claims, ..~'damages or injuries to any person, including injury to TorStan, Inc.'s employees and all claims which arise ~:.from or are connected with the performance of or failure to perform the work or other obligations of this i{Agreement, or are caused or claimed to be caused by the acts of TorStan, Inc., its agents or employees, and "',j,all expenses of investigation and defending against same; provided, however, that this indemnification and ',"hold harmless shall not include any claim arising from the sole negligence or willful misconduct of City, its ."!t~gents or employees. '~'.:TorStan, Inc. presently has and shall acquire no interest whatsoever in the Chula Vista Paint Facility !:'Technical Cleanup, the subject matter of this Agreement, direct or indirect, which would constitute a conflict .. ,'of interest or give the appearance of such conflict. No person having any such conflict of interest shall be :,:remployed or retained by TorStan, Inc. under this Agreement. TorStan, Inc. shall be required to execute ',~', the attached Statement Of Disclosure of certain ownership interest. ~r-' 'Y"TorStan, Inc. may not conduct business for third parties which may be in conflict with TorStan, Inc.'s "'" reSponsibilities under this Agreement. TorStan, Inc. may not solicit any business during the term of this '1'Agreement which conflict with its responsibilities under this Agreement. -~; - i';;~- ';':'-, ".., ,,,j:_,;,: '"-" Assirnabilitv ,.;,.,-, ...1.'" N-;f,'TorStan, Inc. shall not assign any interest in the Agreement, and shall not transfer any interest in the same $,.:': (whether by assignment or renovation), without prior written consent of City; provided, however, that claims i~\Jor money due or to become due to TorStan, Inc. from City under this Agreement may be assigned to a J,''bank, trust company, or other financial institution without such approval. Notice of such assignment or 4;}': transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned ;:.::" without City approval. OwnershiD. Publication. ReDroduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to 'copyrights, Dr patent right without the express written consent of City. City shall have unrestricted authority ,to publish, disclose (as may be limited by the provisions of the Public Records Act), distribute and otherwise, use copyright or patent in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 4 :.'City of Chula Vista Agreement No. 90020004.01 :t:>Q1deOendent Contractor ,,':i City is interested only in the results obtained, and TorStan, Inc. shall perform as an independent contractor '~",with sole control of the manner and means of performing the services r~uired under the Agreement. City ,/ ,maintains the right only to reject or accept TorStan, Inc.'s final work pToduct as is completed. TorStan, ,j" Inc. and any TorStan, Inc. employees, or representatives are, for all purposes under this Agreement, an ii" independent contractor, and shall not be deemed to be an employee of City, and none of them shall be 2/entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, ,,( retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. " . , , J.:Cbanges '. ,~' City may from time to time require changes in the scope of the services by TorStan, Inc. to be performed , ", under this Agreement. Such changes, including any increase or decrease in the amount of TorStan, Inc.'s compensation, which are mutually agreed upon by City and TorStan, Inc. shall be effective as amendments ,to this Agreement only when in writing approved by City Council. Standard of Care ,,'-. ~y iii' Service performed by TorStan, Inc. under this Agreement will be conducted in a manner consistent with that '.f:.level of care and skill ordinarily exercised by members of the profession currently practicing under similar ;i~conditions and in similar locations. "TorS tan, Inc. will be reporting the findings actually observed and will not render a professional opinion concerning site conditions other than those actually observed. 3' . lJ'Services shall commence upon notification by City following City Council execution of the Agreement. :':., -Except for Phase IV monitoring services, all services in Phases II and III necessary to comply with Regional :<Water Quality Control Board's C&A 89.38 to be performed hereunder shall be completed not later than .;August 15, 1991. Phase IV monitoring services shall be completed on or before August 15, 1996. 5 Agreement No. 90020004.01 NOTICES. SIGNATURES AND AUTHORIZED REPRESENTATIVES following are designated as representatives of parties to this A:gre~ment: (a) City designates the Deputy Public Works Director as it's representative in all matters under this Agreement (except execution and amendment thereof) and all notices given to City shall be so addressed. (b) TorStan, Inc. designates Mr. Torsten Kruger, Principal or Mr. Stan L. Reynolds, Principal as it's representative under this Agreement and all notices sent to them shall be addressed to the above designated representative at 160 Chesterfield, Suite 3, Cardiff-By- The-Sea, CA 92007. This Agreement may be amended by reason of changes in the scope of work described herein and the of the adjustment shall be to the mutual satisfaction of City and TorStan, Inc. . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly Authorized on this 15 t h day of March, 1990, as follows: VISTA Agency c. Torsten Kruger Principal J C~ Cox hereby approve the form and legality of the foregoing Agreement this 30th day of March .1990. ATTORNEY Ruth M. Fritsch 6